Tag Archives: Board succession

Diversity in the Boardroom: Resistance is Futile

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If you’re reading this, chances are you sit on at least one board.  If that board happens to be one that understands the value of diversity (and here I’m speaking of gender diversity) or has moved aggressively to get the board there, I applaud you. Your board will benefit, the company will benefit, and other boards will benefit (I’ll explain more later). If you align with board members who are still unconvinced – please consider that diversification sooner rather than later is in your best interest, the best interest of your fellow directors, and all boards. Let me present to you both the carrot and the stick:

The Carrot: Studies indicate diverse boards tend to be better
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There are studies with hard data from Pepperdine University, Catalyst, McKinsey and others that overwhelmingly suggest that companies with more women at the top are better off. More studies like these continue to come out and point to virtually the same things.

Recently, Credit Suisse Research Institute looked at the performance of selected companies with at least one female director over the last six years. While it noted little or no correlation with company performance between 2005 – 2007 when the economy was robust, between 2008 and 2012, the stock prices of companies with at least one woman on board yielded a 26% higher return than those with none. The assessment was that a more diverse board means less “volatility and more balance” during tough economic cycles.

A recent Thompson Reuters study, Mining the Metrics of Board Diversity, revealed how the increase in female participation on boards affects organizational performance. The study drew upon information on 4,300 global companies and over 750 data points that covered every aspect of sustainability reporting. According to the study, on average, companies with mixed boards show marginally better or similar performance measured against a benchmark index. Companies with no female board members underperformed relative to organizations with women on their boards, and had slightly higher tracking errors, indicating potentially more volatility. The study went on to suggest that the performance of companies with mixed boards matched or outperformed companies with male-only boards, stronger evidence that gender equality in the workplace makes good investment and business sense.

The value of board diversity, from directors themselves:

Michael Critelli, board member of Eaton Inc. and former Chairman and CEO of Pitney Bowes, built a strong reputation for advocating using diversity to make his company and board even better. On having one of the most diverse boards during his tenure as Chairman/CEO he said: “Boards are most likely to do their job effectively when they have diversity of life experience and insight.  Groupthink on a board is very dangerous. The advantages of diversity are only realized when a board is inclusive in its membership and when it invites and values diverse thinking relative to board responsibilities.”

Linda Rabbitt, Chairman and CEO of Rand Construction Corporation, Lead Director of Towers Watson, and Chairman of the Federal Reserve Bank of Richmond notes: “As a woman I have had to overcome many obstacles as an entrepreneur and in the corporate environment. As a result of these experiences I see the world and business through a different lens. Having large obstacles to navigate around teaches you how to solve problems, identify opportunities and associated risks, and bring up new talent in a way different than the men who built the road before you. These skills bring a new value to the boardroom that has not been there before.”

Maggie Wilderotter, Chairman and CEO of Frontier Communications said: “Company leaders and directors, male and female, must do more to advance women in their ranks, and it is incumbent upon women to be responsible for their advancement as well. After all, doors successfully open and close when we push.” Mrs. Wilderotter added: “A recent Catalyst report shows a continuing shortage of women in America’s C-suites, Boards of Directors and as top earners. Studies show that companies with three or more women on their boards perform better financially than those with fewer members. Diversity in the board room and in the C-suite is a competitive advantage.”

The Stick: The rise of the ““Sheconomy.”

Even for those with a minimal grasp of the obvious, some things are plain. We have moved into a new economy, one overwhelmingly influenced by women. Consider these points raised in research by MassMutual, Fleishman-Hillard, the Spectrem Group, and other noteworthies:

  • Senior women over 50 control net worth of $19 trillion and own more than three-fourths of the nation’s financial wealth.
  • High net-worth women account for 39% of the country’s top wealth earners; 2.5 million of them have combined assets of $4.2 trillion.
  • Over the next decade, women will control two thirds of consumer wealth in the United States and be the beneficiaries of the largest transference of wealth in our country’s history. Estimates range from $12 to $40 trillion.
  • Wealthy women investors in the U.S. are growing at a faster rate than that of men: over a two-year period, the ranks of wealthy women in the U.S. grew 68%. The number for men was 36%.
  • Women account for 85% of all consumer purchases, including everything from autos to health care.

It’s hard to believe that many women could not apply for a credit card in their own name until 1974, when the Equal Credit Act was passed.

The point here: traditional boards cannot ignore the influence, control, and power that women hold as decision-makers, consumers, and, as investors, to go away. Or that they can have a dramatic impact on sales and have gained, through their dominant use of new media, a growing ability to advocate for or against a company’s products and services. Companies that understand and reflect this in their boardrooms will have the advantage over those who do not.

Here are some questions to ponder. With women’s dominant role in customer and financial decisions, coupled with growing transparency of company operations and board composition, plus the rise of electronic reporting and social media allowing everyone to easily see where a board is aligned or not with its customer base and markets (and this new economy), where do you want your company to be? What is the likelihood that if your board has a negative attitude toward more women in the boardroom, your company will be targeted for activist or populist actions and retaliations at a speed, and scale, never previously imagined?

Quotas are coming! Quotas are coming?

Board diversity, especially the number of women serving on boards, has become regular headline news, reflecting a growing pressure on boards to change or explain why their composition is appropriate. Legislative bodies worldwide find themselves under enormous pressure, and have started instituting changes. Outside the U.S., 16 countries have mandated some type of quota, threatening fines and, in some cases, dissolution if corporations don’t meet deadlines for achieving legislated. Formal quotas were introduced nine years ago in Norway where resident companies were required to have 40% of their board seats occupied by women by January 2008. Quota requirements are going global. This past November, Germany legislated a requirement that 30% of all non-executive board seats be occupied by women by January 1, 2016. At the close of last year, women held 14.1% of all non-executive board seats there. In our own backyard—Canada—the Province of Quebec requires that women occupy half of all board seats on state-owned institutions.

In this country, it’s important to gauge the increasing momentum behind gender diversity quotas. Currently, women hold 16.9% of the board posts in U.S. Fortune 500 Companies, have barely improved in their 16.6% performance since 2012. The numbers are even smaller among Fortune 1000 and mid-cap companies. Boards’ failure to respond to these changes will invite legislative and regulatory mandated quotas, if only to relieve the pressure regulators feel. If history is any example, the slower the pace of voluntary change, the faster the pace of imposed change. The more boards resist, the more likely change will come in ways they might not anticipate or want.

Sooner is better than later.

I’m no fan of imposed regulations in the board room. Regulations and mandates, while well-intentioned, often produce unintended effects and consequences. Quotas, with aggressive time limits can easily translate into board seats Nancy-May2.jpgoccupied by people who don’t belong. I applaud boards that see diversity positively now, and are going on to adopt, adapt, and improve. Boards that carefully consider and bring on excellent, relevant female board members improve their perspective and ability to deliberate. Diversity contributes to better board governance, because, as the number of qualified and valued women increases and becomes known, the perceived need for external actions (i.e. quotas) will start to fade. Thus, as your board grows more diverse, the pressure on other boards to do likewise will increase, even if only in a very small way.

So, “fellas,” here’s where this leaves us: this boardroom diversity “thing” isn’t going away. Diversity and equality in the boardroom is coming. How soon you face it and embrace it is up to you. Resistance is futile.

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Sustaining High Performing Boards

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Let’s face it, it’s a tough job for any board to oversee and direct a company. To do so while staying highly functional, with continued relevance in a volatile global economy, can be daunting. Even one misplaced or dysfunctional director increases the risk of failure for the entire board. One such person can quickly take a toll on the company, CEO, senior management team (who can lose faith in and respect for the board), and the other directors’ abilities to execute. An under performing board winds up impacting the company’s credibility in the market: consider the examples set by HP, Hess, JC Penny, and BlackBerry.  In conversations with numerous CEOs, Chairmen, Lead Directors, and others, it’s still remarkable to see how often exceptional directors are willing to live with and cover for less effective directors.

Eventually, the pain of working with such a “professional” on the board leads even the most detached directors to consider the need for director succession, or removal of one of their peers. This is usually a painful and difficult process, which is why many prefer to brush this under the table versus dealing with it in the open. When it does happen, the process is compounded by a new “emergency” quest to find a replacement. This is not something most directors expect to sign up for.

In addition, some large, well-known companies that have been in the spotlight of  government investigation and litigation have been backed into a corner on director succession ― by mandate. The last thing any director wants is to stare across the table at government officials (or aggressive activist investors for that matter), who want to step into their boardroom and tell them who should be there, and how they could better manage the company.

So, what have boards done to mitigate such risks? Many boards now have a CEO succession plan or are putting one in place (hopefully), yet very few have built a sound succession process for themselves ― the board of directors. The fact is that many corporate directors find the succession process somewhat uncomfortable to deal with. After all, how many of us actually look forward to replacing ourselves?

Roger Kenny, a well known and respected governance advisor, says “I’ve seen this issue time and time again and it’s critical for boards today, more than ever, to have a succession plan for themselves and to review and renew that plan every year.  Frankly, many boards must start retiring their directors, as their lack of relevance becomes a liability to the company and shareholders. A good board assessment, applied together with a strategically built and managed bench of directors, can address and further help manage the assets and liabilities of the board. They must consider having the right skilled directors sitting in those seats. It’s important for directors to have more than one skill ― they must have breadth. Directors should not be recruited to solve a short-term problem.”

In these times, boards need to be more dynamic than they are today, if they want to continue to succeed. Life term directors and board “continuity” are no longer the prime means of keeping a board strong. Boards need to “refresh” and “rebalance” in response to changing business environments. In addition, we’ve seen boards presented with directors on a golden platter and “sold” on a few desirable-at-the-moment points promoted by external parties. When boards are looking for the looks good rather than what they really need, they can begin the (often unnoticed) slide downhill.

To combat these risks, boards need to have a strong, relevant, and dynamic resource from which to draw, and a significantly more robust process than a “guess who’s coming to dinner” evaluation of potential directors. Considering this, some boards have put in a revolving guest door for one or two individuals who might be perceived as potential prospects for board service. Others keep a running list of “who’s available” in the lineup of who they know, however, this is insufficient. In fact, that’s how many boards got into trouble in the first place. Some other boards are now starting to consider building a “bench” of potential directors to hedge against unexpected departures and to find new strength to address changes in markets and global economies.

Virginia Gambale, who has served on a number of high profile boards, agrees that a bench is an important and intelligent tool that public, and even private companies, need to keep up and remain strong. “In today’s dynamic and volatile environment, change occurs every day. Having a bench to draw from is critical.”

In speaking and working with Ron Geffner, a former SEC attorney and highly respected counsel who specializes in working with CEOs and boards on investor challenges, regulatory investigations, and actions, the discussions about the quality and value a good board brings to any given situation comes front and center. He states that “given the turbulent environment we live and work in today, having the ability to draw upon a trusted resource (bench) for experienced, diverse, prospects who can become exceptionally engaged directors, is not only critical to corporate leaders, it’s reassuring to shareholders. A board that’s strong, relevant, and committed also increases the opportunity for success and explains why some businesses not only survive during troubled times but rather excel.”

What could be considered a trusted resource of experienced, diverse, well-vetted prospects? Perhaps boards need to look at what teams, and more specifically sports teams, have done for decades: building and managing strong lineups of talent. After all, who goes into a season with only one quarterback or pitcher? Such talent takes time to find and cultivate to a point where they can come off the sideline and step up exactly when needed. Every team refers to such on-hand depth of talent as its bench.

Ideally, boards need such a dynamic and reliable tool. Whether you call it a bench or pipeline, it means having on-hand exceptional executives who have the right skills and are both capable and readily available to serve on your board and who can be trusted to add to the long-term health and value of your company. More importantly, having a bench of two or three prospects is not enough. There should be a full lineup that’s kept fresh and able to realistically address the complexity of the business should issues arise.

A number of Fortune 100 companies are already using some form of a bench today. A good number of them have been backed into doing so through government, legal, and regulatory intervention. There has even been some side discussion with insurers on innovative ways to use a bench to reduce the liability and risk on the part of the board and the D&O insurer.

Building and managing these types of “board benches” takes time and exceptional focus, generally much more than most boards can afford to do well on their own, especially as they face added compliance, regulations, economic shifts, and strategic and financial oversight concerns. Properly filling and maintaining such a bench usually requires a greater reach than the board’s connections alone to avoid settling for less than what’s needed. One director of a global company shared that they had tried to build their own type of bench, and found it nearly impossible due to time, inexperience, and thin networks.  He went on to say that: “We’ve been challenged with this issue in the past and have gotten stuck with two poor performing directors. One we learned, had conflicts of interest with our company, and he didn’t even understand why we confronted him with this. The other, we still have on the board, yet unfortunately, they adds little real value.”

Some other steps in the process include a deep, honest, and detailed review of the current board’s foundation, value provided, risks, and much more. Once set, a board’s bench also needs to be managed: continually tracked, evaluated, and monitored against the relevant direction and challenges of the company. That’s because a board’s Nominating/Governance Committee needs to stay current with their bench prospects, so that they can fill gaps without skipping a beat, feeling confident that the right people are there to fill those empty seats.

What’s the upside? When a new director is needed, final selection, election, and  “on-boarding” occurs with great speed and fluid integration, enabling a board to function without skipping a beat.

This leads to the question: how do we get this started and going? A simple question, that requires a more complex answer. The first step is to make the decision not to follow the “same old, same old” process, or do the same thing over and over expecting different results. This is a whole board commitment. The next is to solicit (or assign) board member responsibility to plan and pursue this effort. After that, a realistic budget, timeline, and goals are needed to execute and manage the “bench.” An honest appraisal is important to determine whether the board can tackle this complex process on its own, or if it needs experienced outside assistance. If there’s one message to remember, it is this: Your board should never rely just on a “who do we know” approach.