Perspective

Ken Favaro Per-Ola Karlsson Gary Neilson

CEO Succession Report

12th Annual Global CEO Succession Study

Authors: New York Ken Favaro Senior Partner +1-212-551-6826 ken.favaro@booz.com Stockholm Per-Ola Karlsson Senior Partner +46-8-506-190-49 Per-Ola.Karlsson@booz.com Chicago Gary Neilson Senior Partner +1-312-578-4727 Gary.Neilson@booz.com

Media Contacts: Abu Dhabi Joanne Alam Joanne.Alam@booz.com +961-1-985-655 Amsterdam Monique DeMeyere +31-20-504-1984 Monique.DeMeyere@booz.com London Harriet Butcher +44-20-7393-3453 Harriet.Butcher@booz.com Munich Susanne Mathony +49-89-54525-550 Susanne.Mathony@booz.com New York Margaret Kashmir +1-973-879-7213 margaret.kashmir@booz.com Shanghai Michelle Wang Michelle.Wang@booz.com Sydney Kristine Anderson Kristine.Anderson@booz.com +61-2-9321-1931

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EXECUTIVE SUMMARY

CEO turnover rates return to historical levels As the worldwide economy recovers, the number of companies appointing new chief executives has risen to rates last seen during the pre-recession years. In 2011, 14.2 percent of CEOs at the worlds top 2,500 companies were replaced. That number is sharply higher than the previous years turnover rate of 11.6 percent, yet representative of the historical seven-year average of just over 14 percent. Challenges for the new executive class Following the stagnant economic growth that occurred during the recent recession, CEOs in this class face high expectations and new challenges. Boards are increasingly seeking new leaders to help drive growth in a recovering global economy, which places a distinct burden on those newly elevated CEOs to prove themselves early in their tenure. Many CEOs took over large companies, companies in sectors facing disruptive market forces, and companies headquarterd in emerging markets. CEO turnover rate was highest at the largest companies  CEO turnover rate was highest among the top 250 companies by market capitalization just over 14 percent on average per year over the last 12 years, and nearly 2 percent higher than companies ranked 2512,500 by market capitalization from 2000 to 2011.  M&A-related turnover is traditionally higher among smaller companies; 2.2 percent of turnover among the bottom 2,000 companies stems from consolidation, compared to 1.3 percent at the top 100 companies. Turnover was highest in sectors that faced disruptive market forces  Turnover rates in the energy, telecom, and utilities sectors were 19, 18, and 16 percent, respectively.  In the diversified industry, leadership changes took place at a rate of only 6 percent.

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Many turnover events occurred in emerging markets  Since 2006, the number of companies among the top 2,500 based in BRIC and other emerging countries has more than doubled, rising from 10 percent in 2006 to 25 percent in 2011.  Turnover among companies based in Brazil, Russia, and India took place at a rate of 22 percent, while the rate in the U.S., Canada, and western Europe was approximately 13 percent in 2011. CEO turnover at Chinese companies was only 7 percent in 2011. Valuing prior CEO experience and new insights As the market stabilized in 2011, companies consistently turned to CEOs from outside the company to grow and develop their organizations. Though the number of outsider CEO appointments is significantly higher than it was five years ago, insider CEOs continue to perform better, bringing higher shareholder returns and serving longer tenures. Outsider CEO appointments maintain historical average  In 2011, 22 percent of new CEOs came from outside their organization, compared to just 14 percent in 2007, which was a historically low rate. Insiders continue to bring higher returns  In 2009-2011, outgoing insider CEOs delivered a 4.4 percent shareholder return above regional market index, compared to just a 0.5 percent higher return from outsider CEOs overall. Insiders serve longer tenures  Over the last 12 years, outgoing insider CEOs had served their companies for an average of 7.6 years, while outgoing outsiders had served for an average of just 5.6 years.  An insider CEO is nearly six times as likely to serve a company for nine or more years. Of the CEOs who have served for nine or more years, 85 percent have risen from within their companies. The chairmanCEO relationship continues to evolve Many companies recognize the pressures facing a new CEO and respond by following an apprenticeship model, appointing the outgoing CEO as chairman to guide the incoming CEO. Conversely, the practice of a combined chairmanCEO appointment has declined, suggesting companies are responding to corporate governance requests.

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Companies continue to follow apprentice model  In North America, 37 percent of CEOs leaving after a planned succession event are appointed to chairman to act as a guide to the new executive.  In Japan, the apprenticeship practice is much more frequent; 63 percent of companies appoint the outgoing CEO chairman.  In Europe, only 17 percent of companies appoint the outgoing CEO chairman.  Chairman appointments are much more common among outgoing insider CEOs; 30 percent are appointed to lead the board. Only 18 percent of outgoing outsider CEOs are appointed to the role. Despite a slight increase in 2011, the combined chairmanCEO appointment has been declining over the past decade  In North America, the frequency of combined appointments has declined from 40 percent in 2000 to just 18 percent in 2011.  In Europe, the frequency of combined appointment has dropped from 53 percent in 2000 to just 17 percent in 2011.

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Top pieces of advice for CEOs going into their first year from CEOs who have been there
1. Deal with the obvious executive team changes as early as possible 2.  Be wary of changing strategy too quickly, even if you think the current strategy is wrong 3.  Make sure you understand how every part of the company operates and how it is performing 4.  Build trust through transparency 5.  Be selective in listening to advice 6.  Find a sparring partner with whom you can discuss plans openly 7. Manage your time and your personal life with care

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First year at the top: From the mouths of the CEOs As part of the annual study on CEO succession, Booz & Company conducted interviews with 18 CEOs across a variety of industries to ask what advice they had for the incoming class. Among many other suggestions, executives encouraged the new class to make necessary personnel changes swiftly in their new roles but to change strategy slowly while establishing trust through transparency.

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Dont listen too much to external advice, says Ian Livingston, CEO of BT Group. The truth be told, youve got to make your own call. Its your decision, and most everyone actually knows that.

Strategy should be thought of simply, says Osman Sultan, CEO of the UAEs du Telecom; Where are we today, and where do we want to go?

Ronnie Leten became CEO of Swedish equipment manufacturer Atlas Copco in 2009, in the midst of the economic downturn. My first thought on becoming CEO, he says, was to make sure we kept going, kept visiting the customers, safeguarded the business, and saved all the areas that needed to be saved. Leten knew he had some restructuring to do to adapt to the new circumstances, but he didnt want to confuse the organization. His advice: Dont jump to conclusions immediately. Take the time to look around so you can get a full overview of the entire situation.

You cannot have two different cultures in an organization," says Ahmad Abdulkarim Julfar, Group CEO of Etisalat. "It has to be one culture, from the top of the hierarchy all the way down. You cant have one culture at the board and a different culture in management, because the management needs to be tightly linked to the board, and the board needs to be an extension of management.

For Andre-Michel Ballester, who was promoted from the inside to run Sorin Group, a Milan-based maker of medical devices, moving quickly was vitalthe immediate task was to restructure the unprofitable company, selling two of five divisions and creating a very different corporate culture as soon as possible. The first issue is to create a leadership team very quickly, making decisions on who are the keepers and who are the leavers in the first few weeks, says Ballester.

I was looking for somebody who could literally teach me, and I found a very senior pharmaceutical executive whom I knew from the past, and who had retired in the meantime. He had enormous expertise in the area, but he was also known to be able to explain things in straightforward terms. I contacted him and he was very helpful even excited to help me. Roches Severin Schwan

Theres always some sort of crisis in the CEOs first yearsomething that probably led the former CEO to leave and it is key to initially focus exactly on the issues related to that crisis, says Jos Ricardo Mendes da Silva , CEO of Ach Laboratrios Farmacuticos SA , a leading pharmaceutical firm based in So Paulo.

Booz & Company

detailed data analysis CEO turnover rates are on the rise

CEO Turnover Rate by Succession Reason
CEO Turnover Events as % of Top 2,500 Public Companies

16% 14% 12% Turnover Rate 10% 8% 6% 4%

6.4% 6.0% 5.0% 5.3% 3.2% 2.4% 3.4% 2.4% 12.9% 10.9% 10.8% 1.4% 9.8% 1.3% 3.2%

14.7% 2.5%

15.4% 2.6%

14.4% 3.2%

13.8% 2.8%

14.4% 2.2%

14.3% 1.8% 11.6%

14.2%

2.2% 3.4% 1.8% 2.2% 2.2% 5.1%

3.6% 4.5% 4.6% 4.2%

4.4%

7.7%

9.2%

6.6%

6.8%

7.2%

9.1%

7.7%

9.8%

2% 0% 2000 2001 2002 Forced 2003 M&A 2004 2005 2006 2007 2008 2009 2010 2011

Planned

 In 2011, turnover rates rose from 11.6 percent to 14.2 percent among the CEOs of the worlds top 2,500 companies. CEO Turnover Rate vs. MSCI World Index Market Performance  Though the rise from 2010 to 2011 is significant, it is largely Change Compared to Year 2000 consistent with turnover rates between 2004 and 2009, a relative plateau prior to the decrease witnessed in 2010.

30% % Change compared to year 2000 20% 10% 0% -10% -20% -30%

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

CEO turnover rates trended downward during global recession years

-40% CEO Turnover Rate Continued on page 10 MSCI AC World Local Index Recession Years

Booz & Company

Average CEO Turnover Rate by Market Cap Tier

0% 2000 2001 2002 Forced 2003 M&A 2004 2005 2006 2007 2008 2009 2010 2011

Planned

CEO turnover rates are on the rise (Continued)

CEO Turnover Rate vs. MSCI World Index Market Performance
Change Compared to Year 2000

30% % Change compared to year 2000 20% 10% 0% -10% -20% -30%
CEO turnover rates trended downward during global recession years

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

-40% CEO Turnover Rate MSCI AC World Local Index Recession Years

 Over the last decade, turnover has decreased during recession years. This suggests that boards are more likely to keep their chief executives during times of economic uncertainty in order to maintain Average CEO Turnover Rate by Market Cap Tier stability, but are more willing to make a leadership change when and Succession Reason: 20002011 economic stability returns and company outlooks improve.
CEO Turnover Events as % of Companies in Market Cap Tier

Top 100 101-250 251-500 Bottom 2,000

Planned

8.3%

4.3%

1.3% 14%

7.6%

4.9%

1.8% 14.2%

Forced turnover is more prevalent among larger companies

6.9%

3.6%

1.8% 12.3%

6.3%

3.4%

2.2%

12.0%
M&A-related turnover is most prevalent among smaller companies

Forced

M&A

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-30%
CEO turnover rates trended downward during global recession years

% -40% CEO Turnover Rate

MSCI AC World Local Index

Recession Years

Larger companies face higher CEO turnover rates

Average CEO Turnover Rate by Market Cap Tier and Succession Reason: 20002011
CEO Turnover Events as % of Companies in Market Cap Tier

Top 100 101-250 251-500 Bottom 2,000

Planned

8.3%

4.3%

1.3% 14%

7.6%

4.9%

1.8% 14.2%

Forced turnover is more prevalent among larger companies

6.9%

3.6%

1.8% 12.3%

6.3%

3.4%

2.2%

12.0%
M&A-related turnover is most prevalent among smaller companies

Forced

M&A

 Turnover was highest among the top 250 companies by market capitalization, a trend that has held steady from years past.  Turnover stemming from M&A was much more common among smaller companies, which are more susceptible to consolidation.  Forced turnovers were most common among large companies. The forced turnover rate was more than 4 percent among the top 250 companies, compared with 3.5 percent at their smaller counterparts.  It would seem that the bigger the company, the shorter the CEOs tenure. Certainly, it is particularly hardand exhaustingto run a very large corporation; given that difficulty, it is not surprising that boards of big companies look more frequently for a new CEO.

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CEO turnover is highest in the sectors that faced disruptive market forces
2011 CEO Turnover Rate by Industry and Succession Reason
CEO Turnover Events as % of Companies in Industry 19% 18% 4% 2% 2% 3% 5% 16% 1% 15% 3% 1%

14% 2% 2% 13% 3% 1% 12% 1% 1% 11% 2% 2% 4% 1% 6% 2% 8% 6% 2% 2% 11%

Average 14.2%

13%

13% 11% 11% 10% 9% 10%

Energy

Telecom

Utilities

Materials

Industrials

Consumer Consumer Financials Information Diversified Staples Discretionary Technology

Planned

Forced

M&A

 Turnover was highest in the rnergy sector this year; 19 percent of CEOs in this sector were replaced. Average CEO Turnover Rate by Industry vs. Succession Reason: 20002011
(Forced turnovers) / (planned + forced turnovers) 50%

 Telecom and utilities had high turnover rates of 18 percent and 16 13.4% 12-year average percent, respectively. turnover rate  The threeUtilities industries with greatest turnover typically faced disruptive market forces, resulting in more changes at the executive level. Telecom

45% Consumer Discretionary

40%

35%

Industrials

Information Technology Energy Financials Materials Consumer Staples

35.2% 12-year share of forced turnover events (excludes M&A events)

30%

25% 0%

13%

14%

15%

16%

17%

Turnover Rate (planned + forced + M&A) Continued on page 13 Size of circle represents number of turnover events between 2000 and 2011

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2% Energy Telecom Utilities Materials Industrials Consumer Consumer Financials Information Diversified Staples Discretionary Technology

Planned

Forced

M&A

CEOs of utilities and telecom companies have been most likely to be dismissed
Average CEO Turnover Rate by Industry vs. Succession Reason: 20002011
(Forced turnovers) / (planned + forced turnovers) 50%
13.4% 12-year average turnover rate

45% Consumer Discretionary

Utilities Telecom

40%

35%

Industrials

Information Technology Energy Financials Materials Consumer Staples

35.2% 12-year share of forced turnover events (excludes M&A events)

30%

25% 0%

13%

14%

15%

16%

17%

Turnover Rate (planned + forced + M&A) Size of circle represents number of turnover events between 2000 and 2011

 Forced CEO turnover among utilities and telecom companies from 2000 to 2011 represented 43 percent and 40 percent, Insider vs. Outsider Incoming CEOs respectively, of all turnover events in those sectors, significantly higher than in other sectors. 2007 2008 2009 2010 2011 Average
86% 82% 78% 78% 78% 81% 14% 18% 22% 22% 22% 19%

Insider

Outsider

Continued on page 14

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Average

82%

18%

Average

75%

25%

Insider

Outsider

Emerging countries boast a greater share of the worlds largest companies

Regional Breakdown of Top 2,500 Public Companies by Market Capitalization at January 1
Companies from Emerging Economies as % of Top 2,500

30% 25% 20% 15% 10% 5% 0% 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 +133%

China

Brazil, Russia, India

Other emerging1

1) Other emerging economies are Turkey, Saudi Arabia, South Africa, Mauritius, Nigeria, Mongolia, Kazakhstan, Egypt, etc.

Since the beginning of 2006, the proportion of companies 2011 CEO Turnover Rate by Region andheadquartered Succession Reason in the BRIC and other emerging countries in the top CEO Turnover Events as % of Top 2,500 Companies 2,500 companies by market capitalization has more than doubled, rising 133 percent, from 9.4 percent in 2006 to 24.6 percent at the 22% end of 2011.
2.9%

13.5% 2.6% 1.6%

13.9% 1.8% 2.4%

Since the start  of 2006, the proportion of top 2,500 companies 16.8% 16.4% 4.4% headquartered in western Europe dropped from 26 percent in 2006 2.8% 2.2% to 19 percent at the end of 2011.
1.4% 3.8% 11.3%

Average 14.2%

 The U.S. and Canada maintained an average 30 percent 2.1% share of top 0.4% companies, even during the6.8% recent recession.
12.6% 8.8%  Companies from emerging countries now account for one-third 5.1% of all companies in the financials sector and nearly 40 percent of companies in the materials sector. Japan Other Mature Economies China Brazil, Russia, India Other Emerging Economies 10.4% 0.4% 1.3% 14.7%

9.3%

9.7%

U.S./Canada

Western Europe

Planned

Forced

M&A

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China

Brazil, Russia, India

Other emerging1

1) Other emerging economies are Turkey, Saudi Arabia, South Africa, Mauritius, Nigeria, Mongolia, Kazakhstan, Egypt, etc.

Growth in emerging markets brings new leadership

2011 CEO Turnover Rate by Region and Succession Reason
CEO Turnover Events as % of Top 2,500 Companies 22% 2.9% 16.8% 13.5% 2.6% 1.6% 13.9% 1.8% 2.4% 2.8% 1.4% 16.4% 2.2% 3.8% 6.8% 0.4% 1.3% 5.1% U.S./Canada Western Europe Japan Other Mature Economies China Brazil, Russia, India Other Emerging Economies 11.3% 2.1% 0.4% 14.7% 8.8% 4.4% Average 14.2%

12.6% 9.3% 9.7%

10.4%

Planned

Forced

M&A

 Turnover in 2011 among companies based in Brazil, Russia, and India took place at a rate of 22 percent, while the rate in the U.S., Canada, and western Europe was just more than 13 percent. China had only a 7 percent turnover rate.

Continued on page 16

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0%

13%

14%

15%

16%

Turnover Rate (planned + forced + M&A) Size of circle represents number of turnover events between 2000 and 2011

Outsider appointments maintain historical average

Insider vs. Outsider Incoming CEOs

2007 2008 2009 2010 2011 Average

86% 82% 78% 78% 78% 81%

14% 18% 22% 22% 22% 19%

Insider

Outsider

 Though CEOs rising from within their companies make up the largest proportion of new CEOs, appointment of chief executives from outside the company in 2011 remained at 22 percent for three years, which is notably higher than the historically low rate of 14 percent in 2007.  The trend of increasing outsider appointments suggests that companies may be bringing on leadership from other industries and geographies to grow their companies, given industry convergence and the importance of global experience in todays business environment.

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CEO outsiders are more frequent in western Europe than in U.S./Canada

Incoming CEOs in U.S./Canada Insider vs. Outsider 2007 2008 2009 2010 2011 Average
90% 85% 76% 76% 78% 82%
10%

Incoming CEOs in Western Europe Insider vs. Outsider 2007 2008 2009 2010 2011 Average
86% 74% 64% 76% 69% 75% 14% 26% 36% 24% 31% 25%

15% 24% 24% 22% 18%

Insider

Outsider

 Appointments of outsider CEOs in western Europe have risen from 14 percent in 2007 to 31 percent in 2011, increasing 7 percentage points over 2010. Regional Breakdown of Top 2,500 Public Companies by Market Capitalization at January 1
Companies from Emerging Economies as % of Top 2,500

30% 25% 20% 15% 10% 5% 0% 2000 2001 2002 2003

 In the U.S./Canada, 10 percent of new CEOs originated from outside their company in 2007. In contrast, 22 percent of those appointed in 2011 were outsiders.  The significant difference between the two geographies in frequency of outsider appointments suggests an ongoing disparity in governance philosophies.  The increasing reliance on outsiders suggests that some companies are making an effort to change their culture at the senior executive level and are seeking CEOs with experience in other regions. Furthermore, boards may be taking into consideration their fiduciary duty to seek candidates from outside their company.
2005 2006 2007 2008 2009 2010 2011 Other emerging1 +133%

2004

2012

China

Brazil, Russia, India

1) Other emerging economies are Turkey, Saudi Arabia, South Africa, Mauritius, Nigeria, Mongolia, Kazakhstan, Egypt, etc.

Continued on page 18

2011 CEO Turnover Rate by Region and Succession Reason

CEO Turnover Events as % of Top 2,500 Companies 17 22%
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Insiders continue to perform better than outsiders

Median Shareholder Returns of Companies with CEO Turnover Insider vs. Outsider Outgoing CEOs Average Percent of Forced CEO Turnover Events Insider vs. Outsider Outgoing CEOs
58.4% 50.8% Regionally adjusted annualized total shareholder return 42.9% 5.1% 4.4% 3.9% 3.6% 2.2% Forced events/(forced + planned events) 40% 34.8% 33.4% 34.9%

18.5%

0.5%

-0.6% -1.3% 20002002 Insider 20032005 Outsider 20062008 20092011

20002002 Insider

20032005 Outsider

20062008

20092011

Note: Excludes turnover events resulting from M&A, interim CEOs, and events with incomplete turnover information. Regionally adjusted measures TBR performance relative to a regional index (e.g., S&P 500, Brazil Bovespa, FTSE 100, CAC 40)

 Insiders have typically delivered better shareholder returns over their tenure and have been less likely to be dismissed.

 rom 2009 to 2011, insiders delivered a median 4.4 percent F shareholder return above regional market index, while outsiders delivered just 0.5 percent.

Insiders were less likely to be forced from their positions. CEO Tenure in OfficeInsider vs. Outsider Outgoing CEO: 20002011  F or insiders over the past three years, 19 percent of non-M&ALikelihood of Turnover Event by Tenure in Office
Cluster A: One to eight years years in office is most common range for both insiders and outsiders, but especially among outsiders  On average, 12% 12% 12% 12% 12% 10% 10% 10%

related turnover events were forced, while for outsiders this proportion was 35 percent.

insiders stay in office nearly two years longer than outsiders and make up the vast majority of CEOs who remain in office for more than 20 years.
Cluster B: Nine to 15 years in office is more common among insiders

obability of occurrence

10% 8%

Continued on page 19

9%

 The better performance of insider CEOs is likely due to their tribal knowledge of their companies. Cluster C: Insiders make up
7% 7% 7% 5% 5% 4% 6% Booz & Company the vast majority of CEOs with 20+ years in office

18

5%

Tenure for insiders has historically been longer than outsiders' tenure
CEO Tenure in OfficeInsider vs. Outsider Outgoing CEO: 20002011
Likelihood of Turnover Event by Tenure in Office
Cluster A: One to eight years years in office is most common range for both insiders and outsiders, but especially among outsiders 12% 12% 12% 12% 12% 10% 10% 10% Cluster C: Insiders make up the vast majority of CEOs with 20+ years in office 7% 6% 5% 5% 4% 4% 3% 2% 2% 3% 2% 1% Cluster B: Nine to 15 years in office is more common among insiders

Probability of occurrence

10% 8%

9%

7% 7%

5%

2% 1%

2%

2%

2% 2% 1% 1%1% 1% 1% 1% 0%

1% 1% 0%

0.0-0.4

10

11

12

13

14

15

16

17

18

19

20+

Number of years in office of outgoing CEO Insider Outsider

Note: Excludes turnover events resulting from M&A, interims and events with incomplete turnover information Source: Booz & Company CEO Succession 2011 analysis

 An insider CEO is nearly six times as likely to serve a company for nine or more years.  Of the CEOs who have served for nine or more years, 85 percent have risen from within their companies.  Six percent of all insider CEOs have stayed in the office for 20 or more years, whereas only 1 percent of outsider CEOs have remained in office for so long.

Continued on page 20

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Leadership in U.S./Canada has historically lasted longer than in western Europe

CEO Tenure in Office by Region: 20002011
Likelihood of Turnover Event by Tenure in Office
Tenure above 11 years in office is much more likely among U.S./Canada CEOs

14%

11%

10%

10%

Probability of occurrence

7% 6% 6%

7%

8%

8%

9% 9% 8% 7% 7% 6% 5% 5% 5% 4% 4%

8%

4% 2% 3% 3% 3% 3% 2% 2% 1% 1% 1% 1% 1% 1% 0% 0% 3%

2% 1% 1%

0.0-0.4

10

11

12

13

14

15

16

17

18

19

20+

Number of years in office of outgoing CEO U.S./Canada Western Europe

Note: Excludes turnover events resulting from M&A, interim CEOs, and events with incomplete turnover information.

 Over the last decade, many more CEOs of companies in the U.S./ Canada remained in office for more than 10 years than did their counterparts in western Europe.  Eight percent of all CEOs in the U.S./Canada have stayed in the office for 20 or more years; only 3 percent of CEOs of companies in western Europe have stayed for so long. Median CEO Tenure in OfficeInsider vs. Outsider Outgoing CEO by Region
9 8 7 Median tenure (years) 6 5

4 Continued on page 21 3 2 1 0 20002002 20032005 20062008

W. Europe Insider W. Europe Outsider US/Canada Insider US/Canada Outsider Booz & Company

20

20092011

Differences in tenure among CEOs in U.S./Canada and western Europe as well as among insider and outsider CEOs are decreasing
Median CEO Tenure in OfficeInsider vs. Outsider Outgoing CEO by Region
9 8 7 Median tenure (years) 6 5 4 3 2 1 0 20002002 20032005 20062008
W. Europe Insider W. Europe Outsider US/Canada Insider US/Canada Outsider

20092011

Note: Excludes turnover events resulting from M&A, interim CEOs, and events with incomplete turnover information.

 Differences in insider/outsider CEO tenure in U.S./Canada are narrowing.

 n 20002002, insider CEOs held tenures significantly longer I than those of CEOs originating from outside their company, with median tenures of eight and 4.5 years, respectively.  n 20092011, the gap narrowed, and CEO tenures for both I insiders and outsiders neared a median of seven years.

 In western Europe, tenures for insider and outsider CEOs have been very similar over the past 12 years, historically around five years, but rose slightly in 20092011 to six years, which narrowed the gap with their counterparts in the U.S./Canada.

Continued on page 22

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Combined chairmanCEO appointments decline

Percent of Incoming CEOs Who Also Hold the Position of Chairman
70%
61% 63%

60%
53% 52%

50% 40% 30% 20% 10%

2% 2% 40% 39%

50%

48% 44% 37% 38% 31% 24% 18% 17% 11% 10% 16% 7% 0% 6% 14% 9% 5% 0% 20% 18% 17%

33% 30% 18%

33%

32% 25% 18% 16% 20% 16% 19% 13% 15% 26% 23%

0% 2000

0%

2%

2001

2002

2003

2004

2005

2006 Europe2

2007

2008 Japan

2009

2010

2011

China & Rest of Asia

North America1

1) United States, Canada, and Mexico 2) Including Russia Note: Excludes turnover events resulting from M&A, interim CEOs, and events with incomplete turnover information.

 In North America, the frequency of combined chairmanCEO appointments among incoming CEOs has declined from 40 percent Apprenticeship Model by Region in 2000 to just 18 percent in 2011. Percentage of Outgoing CEOs in Planned Turnover Events Who Became or Remained Chairman
100%

 In Europe, combined appointments have dropped from 53 percent in 2000 to just 17 percent in 2011.  In Japan, the frequency of combined appointments has dropped from 10 percent in 2008 to 0 percent in 2011. 63%  Regulatory requirements may be responsible for the disparity in the rate of combined chairmanCEO appointments.
37%

80%

60%

40%

20%

17%

0% 2000 Japan 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011

North America1

Europe2

1) United States, Canada, and Mexico 2) Including Russia Continued on page 23 Note: Excludes turnover events resulting from M&A, interim CEOs, and events, with incomplete turnover information. Only outgoing CEOs who experienced a planned succession event are included in this sample.

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Apprenticeship Model by Insider vs. Outsider Outgoing CEO

0% 2000

0%

0%

5%

0%

2001

2002

2003

2004

2005

2006 Europe2

2007

2008 Japan

2009

2010

2011

China & Rest of Asia

North America1

1) United States, Canada, and Mexico 2) Including Russia Note: Excludes turnover events resulting from M&A, interim CEOs, and events with incomplete turnover information.

The apprenticeship model continues

Apprenticeship Model by Region
Percentage of Outgoing CEOs in Planned Turnover Events Who Became or Remained Chairman 100%

80%
63%

60%
37%

40%

20%

17%

0% 2000 Japan 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011

North America1

Europe2

1) United States, Canada, and Mexico 2) Including Russia Note: Excludes turnover events resulting from M&A, interim CEOs, and events, with incomplete turnover information. Only outgoing CEOs who experienced a planned succession event are included in this sample.

Apprenticeship Model by Insider vs. Outsider Outgoing CEO  Over the last decade, companies have continued to appoint the Percentage of Outgoing CEOs in Planned Turnover Events Who Became or Remained Chairman outgoing CEO as chairman of the board in order to apprentice the incoming CEO. The continued use of this practice across all regions 60% suggests that boards understand the difficulty that CEOs tend to face 57% 51% in their first years in office. 52%
50% 40% 30%
16% 43% 43% 42% 41%  The rate of the apprenticeship practice remained somewhat steady in North America, ranging from 40 percent (of all38% planned sucession 33% 32% events) in 2000 to 37 percent in 2011. 28% 27% 28% 30% 23% 33% Europeans  continued to appoint outgoing CEOs to chair the board 19% at a fairly steady rate, ranging from 15 percent in 2000 to18% 17 percent 14% in 2011. 8% 5% 6% 24%

20% 10% 0% 2000 Insider 2001 2002 Outsider 2003

 The apprenticeship practice is strongest in Japan, but has dropped from 95 percent in 2000 to 63 percent in 2011.
2004 2005 2006 2007 2008 2009 2010 2011

Note: Excludes turnover events resulting from M&A, interim CEOs, and events with incomplete turnover information. Only outgoing Continued onCEOs page who 24 experienced a planned succession event are included in this sample.

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0% 2000 Japan 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011

North America1

Europe2

1) United States, Canada, and Mexico 2) Including Russia Note: Excludes turnover events resulting from M&A, interim CEOs, and events, with incomplete turnover information. Only outgoing CEOs who experienced a planned succession event are included in this sample.

Insiders are more likely to become chairman

Apprenticeship Model by Insider vs. Outsider Outgoing CEO
Percentage of Outgoing CEOs in Planned Turnover Events Who Became or Remained Chairman 60% 50% 40% 30%
16% 33%

57% 52% 51% 43% 43% 33% 27% 19% 14% 8% 5% 6% 28% 24% 42% 32% 28% 23% 18% 30% 41% 38%

20% 10% 0% 2000 Insider 2001 2002 Outsider 2003 2004

2005

2006

2007

2008

2009

2010

2011

Note: Excludes turnover events resulting from M&A, interim CEOs, and events with incomplete turnover information. Only outgoing CEOs who experienced a planned succession event are included in this sample.

 Over the past 12 years, insider CEOs have been consistently more likely to be appointed chairman after a planned succession event than their outsider counterparts.

 n 2011, insider CEOs were 12 percentage points more likely to I be appointed chairman than their outsider counterparts.

 The practice has become less prevalent among both insiders and outsiders; between 2000 and 2011, the frequency of this so-called apprenticeship model has decreased.

It decreased from 57 percent to 30 percent for insider CEOs. It decreased from 52 percent to 18 percent for outsider CEOs.

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Methodology

This 2011 CEO Succession study identified the worlds largest 2,500 public companies, defined by their market capitalizations (from Bloomberg) on January 1, 2011. To identify companies among the top 2,500 that had experienced a chief executive succession event, Booz & Company cross-checked data across a wide variety of printed and electronic multi-language sources. Additionally, the company conducted electronic searches for announcements of retirements or new appointments of chief executives, presidents, managing directors, and chairmen during calendar year 2011. For a listing of companies that had been acquired or merged in 2011, Booz & Company used Bloomberg. Booz & Company also conducted supplemental research for regional CEO changes not identified by other sources. Total shareholder return was sourced from Bloomberg and includes reinvestment of dividends (if any). Total shareholder return data was then regionally market-adjusted and annualized. To distinguish between mature and emerging economies, Booz & Company followed the United Nations Development Programme 2011 ranking.

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Booz & Company is a leading global management consulting firm, helping the worlds top businesses, governments, and organizations. Our founder, Edwin Booz, defined the profession when he established the first management consulting firm in 1914. Today, with more than 3,300 people in 59 offices around the world, we bring foresight and knowledge, deep functional expertise, and a practical approach to building capabilities and delivering real impact. We work closely with our clients to create and deliver essential advantage. For our management magazine, strategy+business, visit www.strategy-business.com. Visit www.booz.com to learn more about Booz & Company.

2012 Booz & Company Inc.