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Angela Giovinco



In the wake of the 2008 economic financial crisis, several corporate governance issues have became more relevant in the daily corporate life, among them Gender Diversity. Institutional investors, due to the critical environment began to scrupulously analyze the companies, in which they invest, monitoring the level of compliance with corporate governance best practices, something which has been neglected in the past. This lead to the view that companies in line with best practice were able to reduce risks and consequently become more stable enabling them to increase company value.
Starting from 1977 several aspects of the gender diversity have been analyzed and several theories have been produced by experts in this field. In 1977, the author of Men and Women of the Corporation, Kanter, showed evidence of the benefits for a company to have a more balanced boardroom. In the last decade many researchers have dedicated their study on how more women directors could affect corporate value. The flow of theories can be classified in two categories. At the beginning, gender diversity was considered as simply the need to have more women on board, then and more recently as diversity of skills, expertise, culture and backgrounds. The interest for this argument has become wide spread, grabbing the attention of entities at different levels, including those in charge of regulating markets. Many European countries amended their Corporate Governance Codes and laws pushing for the increase of women on boards. With the intensification of different regulations, the European Commission issued a regulation, with the aim of encouraging higher participation of women at board level. Their aim was also to align all European countries rules, conscious of the relevance for companies operating in the same European environment, to work in a global market with common rules. The increased attention towards gender diversity also partly derived from the actions of proxy advisors and institutional investors. All European countries implemented their regulations at different levels, giving suggestions of targets to be reached through their corporate governance codes or through laws, as far as establishing punitive measures in case of failure to reach the established target on time. The present paper focuses on the Spanish market, an interesting jurisdiction because of the methods implemented and the progress witnessed at company level to reach the proposed targets. From 2007 to 2013 the percentage of women on boards passed from 5,78% to 14,56%. Significant the progress done in the last six years and, at the same time there is evidence that Spain moved earlier towards a balanced boardroom at legislative level, but without eliminates strong impact at corporate level except in very few cases. Country regulations did not have an effective impact on the level of women serving on boards at executive and non-executive levels due to the particular market structure. Directors can serve on the board for twelve years maintaining the status of independent director and frequently directors are re-appointed for many subsequent years. Furthermore there is not any rule for the number of boards in which a director can serve. Due to this many directors participate in more than one company board. This together with the twelve years of board tenure is obstacles to the increase of women participating to the board life. Another characteristic of the Spanish market that limits female presence on the boardrooms is the strong presence of families controlling the market. In this case many seats are covered by family representatives. This practice does not leave, much space, for external candidates to seat on the board and consequently limits the presence of women on boards. A stronger level of compliance with gender diversity is more evident from the perspective of mix of background and expertise. This level increased by 29,33% during the period considered in this study (from 2007 to 2013) and reaching 30,79% in 2013. A board that experiences a good balance in gender mix and international directors together with experts in transversal fields bring to the board expertise and knowledge to develop the company business in a more proficiency direction. This is considered to be the right recipe to enhance on corporate governance and avoid risks that could affect company value. Once more in Spain main shareholders or founding families are an obstacle to the circulation of new experience and ideas, able to ensure that the board is provided with the adequate people to take better decision in the company’s interest. Moreover, all board members have a background, in terms of academic qualifications, in line with the business of the company while there is a lack of transversal expertise. The current Spanish situation shows that regulations at local or European level are not enough to reach a balanced boardroom for gender and professional profile of board diversity. Neither of the regulations coming from the European Commission and the Spain are considered punitive measures in case of no compliance. Records provided by Catalyst at the beginning of March 2014, highlight that Norway is the country with the highest level of compliance with 40,90% of board seats held by women . Norway can be considered an example of how mandatory quota rules can work for companies. Spain could reach a high level of compliance by adopting restrictive measures, in this case, neither those characteristic elements as the Directors’ tenure or family owners, could limit or reduce the effectiveness of the measures proposed.

Keywords: Gender Diversity; Spain; Corporate Governance; Corporate Board

How to cite this paper: Giovinco, A. (2014). Gender diversity in the boardroom. Context and Spanish case. Corporate Board: role, duties and composition, 10(3), 60-76.