Profile: Margaret Ewing, Deloitte vice chairman

Margaret Ewing had little doubt in her mind that the takeover storm she found
herself in at BAA a year ago was going to be difficult. Ferrovial had launched a
bid and it became the biggest business story in the country.

‘They called it a unilateral bid, but in anyone’s definition, that’s a
hostile bid,’ said the former BAA finance director. Ferrovial, a Spanish
construction group, made the bid, as you might have guessed, without the support
of BAA’s board.

It’s easier for Ewing now to describe what it was like being in the middle of
a corporate squall ­ her expansive career has included the FD role at Trinity
Mirror, seen her head corporate finance at
Deloitte
and serve as audit partner at Kidsons ­ which marks her apart as in an elite
group of professionals.

But while her career is distinguished, it is perhaps the Ferrovial episode
that will linger in the corporate memory of many.

These days, Ewing looks back and uses terms like ‘pulling together’ and
‘preparing a defence strategy’ ­ terms that single her out as a loyal leader
with an ability to muster the troops in the midst of adversity. ‘We had to build
a defence for something we weren’t sure of and against someone we couldn’t
identify. We didn’t know if it was one or several consortiums,’ she says. The
bid announcement took her team by continued on page 16 surprise, ‘and although
you think you’ve planned, they never really impact on you until a bidder has
been identified, and then you know who you’re dealing with.

‘It was a tremendous feeling, when the whole team was drawn together in a
spirit of comradeship, feeling that we really wanted to defend the
organisation,’ says Ewing.

The Spanish constructor’s bid was made on the back of a racy rumour on the
stock market. ‘Our price had just rocketed and the stock exchange told Ferrovial
it had to say whether or not it would bid,’ says Ewing.

Ferrovial’s initial offer of 810p per share was bravely rejected by Ewing and
her senior team as not reflecting the true value of the company.
UBS was appointed to work alongside advisers Rothschild as Ewing felt they would
‘need to have sufficient fire-power’.

The bid, which began with an announcement on 8 February ­ drew to a close on
19 June, when BAA was acquired at 955p per share.

For an FD in a FTSE 100 company, building the defence was only part of her
agenda. Underlying the crunch of the takeover were the rigours of business as
usual ­ with the need to address year-ends, IFRS and issue 10-year forecasts on
capital expenditure. Add that to her involvement in bringing to fruition a major
period of investment, including the management of the £4.3bn construction of
Heathrow Airport’s new Terminal 5, and you have a very full image of someone who
has clearly taken multi-tasking to a new level of complexity.

But the last major Ferrovial transaction she oversaw was also an experience
which she says tested the perceptions that senior company officials expect their
employees and themselves to have about their organisations.

‘When you go through a process like we did, every one of these assertions has
to be challenged… A number of things that came out of the process meant we would
have had to change how we operate.’ And it made Ewing realise she wanted to
move.

‘My team had gone separate ways. I believed, and still do to this day, that
it would have been reckless and value-harming for us to gear up and put an
amount of debt into the organisation which might have seen us penalised by
regulators,’ she says.

Ewing didn’t want to compromise her credibility to banks and shareholders and
also refused to be relegated to ‘implementer’ following orders from Spain.

Yet she misses her time at BAA as much as she misses her old firm, Deloitte,
which she left in 1999 to take up the position of group FD at Trinity Mirror
plc. She oversaw the merger between Trinity and the Mirror group, working
alongside the ubiquitous Piers Morgan.

Before that, her role at Deloitte saw her involved with a range of business
transactions, with the highlight being the Vodafone takeover of Mannesman in
1999 ­ the biggest in the world at the time.

Ewing describes her present role at Deloitte as a ‘challenge’, oblivious to
industry views that she returns like a veteran, bearing several badges of
industry achievement.

And her fitting recognition, by Deloitte’s chief John Connolly who approached
Ewing on the day the BAA deal was sealed, when she was still unsure of what she
would do next ­ is the role of vice-chairman, leading the FD agenda.

‘When I left seven years ago I thought I had made a move out of the
profession into corporate life and that given my age, that’s where I’d end my
working life,’ she says.

Ewing’s new role is pretty much tailor made for her, given her knowledge and
first-hand experience of the corporate world.

She now has carte blanche to get into the heads of FDs and CFOs,
understanding their needs and being their special adviser and confidante. ‘I did
not think I would be lucky enough to come back to Deloitte. But the offer was
just too tempting. The ability to define and create a role yourself across all
of the service lines of the firms and to garner all those resources is a
fantastic opportunity,’ she says.

Perhaps Deloitte is the lucky one ­ Ewing rejected several positions,
including a FTSE 100 FD role, CFO jobs in private equity as well as being FD in
one particular private equity-backed investment.

Even two other Big Four firms ­ which she declines to name ­ moved to offer
her senior corporate finance roles. ‘I suppose John [Connolly] was very quick
off the mark,’ she says. ‘Some of the other big firms have admitted they feel
like they’ve missed the boat on this one,’ she adds.

The ‘boat’ ­ her specialist role ­ means she will build relations with
clients and prospective clients that will also provide the firm with further
insight into what business needs are at a level that had not previously been
envisaged.
‘There is enough support for FDs in relation to law, risk and corporate
governance. ‘The challenge is not so obvious in relation to the sustainability
of performance and, therefore, share price. The board normally looks at a CFO to
give an indication of the value of an organisation. For a CFO to feel
comfortable in doing that, particularly if a company is facing a possible
takeover, or there are potential predators about, is sometimes daunting.

‘I’ve no doubt that many are confident in doing this, but many also feel very
exposed and unsupported both within their own organisation and among their
advisers.

‘In having to give confidence to the board ­ in this day and age when there
is a huge amount of M&A activity, relatively cheap debt that is a huge issue
on every board’s agenda ­ is not easy,’ says Ewing.

This minefield is just one area in which Ewing sees herself being
instrumental. She is aware that all eyes will now be on her, particularly on how
her new role shapes up. The challenge now, having already racked up so many
achievements, is to make this role as successful.

‘I have a huge amount of support, but it’s like starting with a blank piece
of paper. It’s exciting,’ she says.

Track record

• 2002: Group finance director, BAA; member, BAA board; member, BAA exec
committee; member, BAA ethics committee

• 2000-02: Group finance director, Trinity Mirror plc ­ helped merge Trinity
and Mirror group

• 1992-99: Head of UK corporate finance transaction services, Deloitte &
Touche ­
worked on Vodafone’s hostile takeover of Mannesman.

• 1987-92: Partner, corporate finance, Deloitte & Touche

• 1986-87: Senior manager, corporate finance, Deloitte & Touche

• 1977-85: Audit partner, Kidsons

BAA fact file

• BAA’s seven airports have around 11,000 staff of which 80% are unionised.

• Ewing was at BAA from 2002-06: BAA’s performance for the year 2005/06
included an increase in revenue of 7.4% to £2.23bn. Operating profit increased
by 8.1% to £710m during the same period and capital expenditure increased 8.1%
to £1.5bn.

• BAA’s fierce takeover battle with Ferrovial saw the airports authority
finally sell for £10.3bn last year.