Board Renewal: Some tips

Tell me about your company’s board of directors. Is it, in the words of one panelist, “male, pale and stale”?

An expert panel at the Tuesday breakfast meeting of the National Association of Corporate Directors/New England explored techniques for making sure your board was correct for your company.

As boards tend to “hire in their own image,” there is a certain stagnation in board membership. Further, in public boards at least, people don’t turn over very quickly; only 7% of directors stepped down last year. But board diversity, in every sense, is highly desirable and proven by studies to benefit companies. How do you achieve it?

You must depersonalize the addition and removal of directors. If you need to replace someone on your board, it is not because you don’t value them or their judgment; it is just that you need different skill sets to deal with the company’s business issues.

Another technique is a rigorous program of board self-evaluations; most boards now evaluate at the board and committee levels but only 10% of public companies do a 360° analysis of each individual director. Advising a director as to how he or she is performing is not only good for the company, but also is a wakeup call for the director to either improve or to self-select off the board.

The panel also debunked the idea that you cannot find qualified women, or qualified diverse candidates ethnically, racially, geographically. All you have to do is look; there is quite a supply.

Larger company boards, with a tendency to look for CEOs, must get out of that habit; there are very few CEOs who are not white males. CEOs are over-shopped and women and minorities of great skill are “under shopped” when it comes to board invitations. Since activist investors are hunting for weak boards of directors at all levels, not just the largest of companies, it is important for boards to find the right people with the right skill sets and the right chemistry.

Finally, what about age and term limits? You don’t want to lose institutional memory, but you need to have age diversity. One idea: look at the average age and tenure of your board, don’t apply an age/tenure screen on any given individual. One panelist called this an “age/length of service matrix.”

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