40. The many faceted challenge of creating and maintaining an effective board

Anthony Goodman is the leader of the North American Board Effectiveness Practice for Korn Ferry, and he understands the challenges boards face meeting the challenge of becoming a high performing board – and maintaining excellence.  In this episode we discuss some of those challenges.

Thanks for listening!

We love our listeners! Drop us a line or give us guest suggestions here.

Links

Anthony Bio

Analyzing emerging trends in board evaluation practices

How boards can adapt to support ESG efforts

The 'Climate Change' Director

Quotes

Who is responsible for ESG?

The idea that ESG is not going to impact the entire board and every committee is a mistake. If you think about ESG as it's supposed to be, it is about the company's strategy and its risk management.  What you're really asking is, “what are the material risks and opportunities of ESG.”

ESG Expertise

Question: With the increasing emphasis on ESG, does that mean board need a new set of skills and tools and, if so, what are some of the skills and tools they should be considering?

What boards need to do first is understand “what are the material risks and opportunities for our company, and when they have done that assessment, or management has done that assessment for them.”  Then the next question they need to ask is, "As we look at the issues for which we need to provide oversight, do we have the skills and experiences on the board to do that?

If there's something glaringly missing, how do we get that skill into the board?  But maybe it's about the whole board upskilling.  Maybe it's about the fact that everyone on the board actually needs to understand what the material risks to the business are.

Michelle Edkins, who runs the stewardship team globally at BlackRock, has this wonderful saying: "A board made up of one trick ponies is a circus."

Board Effectiveness

How involved is the board in the strategy how involved has the board been in helping to develop the strategy and overseeing the strategy? How involved are they in risk management and identifying and making sure that risks are being dealt with? How effective have they been in hiring and firing CEOs

The question is who can the board get feedback from? It’s often just within the board itself, but you could, for instance, ask senior managers whether the board is actually adding any value to them. Is it providing guidance? Is it providing challenge? Do they feel stretched by this board or not?

You could ask your investors. You could ask your audit firm. You could ask your law firm. There are a number of stakeholders that are in and around the boardroom that observe how the board is doing.

Board meeting agenda

It takes a certain amount of courage to ask for an outside-in view of the board. It's much easier to do than an inside-out view and just ask the other directors how you're doing.

People have got a lot of choices these days. The idea that boards are the buyer, actually no, boards now have to sell themselves to candidates, particularly good candidates who are women - who are people of color, who are digital natives - because those are the people everyone want on their board, and the real question is, why should they want to come on your board?

I think we've all got to be grownups about this, that sometimes it's just our time and we have to be willing to let go, but I think a lot of people's personal identity is tied up with being a board director, and if this is your last public company board, you're going to try and hang on to it as long as you can. Otherwise, what are you going to tell people down at the golf club that you do? You're a board director.

I sometimes say collegiality is a mask that covers up a lot of problems underlying in the board, and one of them is the inability to let go and allow people to make a dignified exit from the board.

Big Ideas/Thoughts

Board Culture

Culture problems cause issues for lots of companies, and it isn't just when there's a merger. It can be where you've got groups of employees that are fundamentally different from each other.  How do you treat those employees?

The question that comes to my mind here is accountability: how does a board hold management accountable for building the culture.

I think it's very hard to draw a straight line between an effective board and an effective company, but I think when the board is ineffective, it starts to erode what the company can do, what kind of strategic opportunities it has, the quality of the people it can recruit into senior management.  A bad board, I think, can create a lot of havoc inside a company, but a good board doesn't necessarily make for a good company.

Boards are often lagging indicators around strategic change.  They're not always leading indicators and we often see companies where the board is quite a way adrift of where the company has evolved to.

I want to give you another C-word that boards should be thinking about and that's courage. If we had courageous conversations between board chairs and board directors, between non-gov chairs and board directors, this [off-boarding] would be so much easier.  But collegiality often trumps courage, and I think that's a big problem for boards.

Diversity

Just to go back a little bit, so why is there this focus on diversity? A lot of it actually came via the investors, the investor community. Why did they want boards to become more diverse? What they're really trying to do, I think, is to make sure that boards are cognitively diverse, but that is something that is really hard to do from outside.

You can't assess whether a board is cognitively diverse from the outside, and by the way, there's nobody trying to assess whether they're cognitively diverse on the inside either. What do investors say? They've said, "Okay, if we knew that the people on the board who definitely come from different backgrounds and different approaches to life, then we could imagine there might also be cognitive diversity.”

Our own practice, our board practice over the last couple of years, has been running at about 55% of all the people we put on boards in the US are women or people of color, I think that's pretty consistent across all the search firms.

A lot of first-time directors, women and people of color, are not perhaps being heard as much in the boardroom as they would have liked. I think a lot of board chairs probably think they're doing a good job trying to get everybody's voices to be heard, but I think that boards have to work quite hard to be inclusive and to make sure everyone feels comfortable in the boardroom.

Board Succession Planning

They ought to be looking at the strategy of the company, thinking about where it's heading over the next three to five years, and then looking at the skills and experiences that they have today and understanding the gaps. Let's say 10 years ago, the company might've been a purely domestic company. Now it's made a number of acquisitions globally, and there's nobody on the board with international experience.

Think about what next three, four, five directors are going to look like, and wouldn't it be great if out of those five, at least two, maybe three were going to be women that a certain number would be people of color, a certain number of them would be under the age of 56. In that way, if we land on some fantastic former CEO today, happens to be a white male and doesn't check any of those other boxes, we can still have that person on our board because we know we've got four more slots to fill, and we're going to make sure that in that batch of five people that we've got all the skills, experiences, and backgrounds that we want as opposed to trying to load them all on one person.