board of directors


The critical difference between Governance and Management when you are on a board

This question comes up a lot when teaching wannabe directors. And it comes up with employees who are under the mistaken belief that their board actually manages the company. So let me demystify it now. We don’t manage. At all.

The critical difference is that the board is in place to provide oversight, not to make decisions. Oversight to ensure shareholders are well served. Oversight to ensure the law is followed. That, over time, the decisions the leadership team makes are good ones. Oversight to ensure the company is not damaged by a series of bad decisions. But none of these are the same thing as making decisions.

The CEO and his/her team’s responsibility is to make decisions that move the company forward. And they are the only people that can. They are the people closest to reality with real data about what’s happening on the ground. The board is simply not close enough to the day-to-day to make operating decisions.

Now it’s not so black and white that the board makes no decisions at all. But there are very few such as:

  • hiring (or firing) the CEO – this is always a hard one and usually takes boards too long to realize they have the wrong CEO and yet it is the most important decision a board ever makes.
  • the makeup of the board itself, and the committee structure – yet another decision that in the past boards did not spend enough time on and cronyism prevailed but now, with the emphasis on diversity at the board level, is finally getting enough attention.
  • CEO and pay structure – how much is cash, time based or performance based and is it passing the say-on-pay tests with ISS?
  • major financing or M&A events – clearly big decisions that the board must weigh in on, although in the end it is the conviction of the CEO that must carry the day.
  • response to activists – and this is one place where the board must actively engage, understand the activists position and determine how and whether to respond.

But even all these types, and similar, decisions are made through a process of discussion, consensus and then a vote rather than one person making a decision.

Otherwise, the boards job is to provide oversight and the most effective way to do that is to learn the art of questioning. This can be hard if you have been a CEO or an executive and you are used to making decisions and leading. It can take time to learn how to sit quietly listening, and then think about what question can you ask that will either improve your understanding or help the CEO make a better decision. You’re not paid to talk on a board. You’re paid to be thinking, deliberating and advising. Often less is more.

I heard a great question last week from a panelist on just this issue of how to learn how to question. We were discussing how to help a leadership team review their strategy which can sometimes be contentious because teams do get wedded to their strategies. And yet, you want to help them think through where they may be missing something, or making a mistake. The question this panelist suggested was “What would have to be true for you to be wrong?”. A great question which requires serious thinking about what assumptions the CEO may have that may not be true in the future, but without challenging that the strategy itself is wrong. And the oversight comes as you watch the leadership team respond to the questions, and make their final decisions. You judge on the quality of the decisions over time.

So next time you look at a board and think they are powerful think again. They are, but in a very narrow and yet important way for the health of the company and its shareholders.

Photo: Arches National Park © 2020 Penny Herscher


Women Board Directors and Chairs – Why do the numbers remain so low and how we can change them!

I was recently honored to be named board chair at Lumentum, a terrific public company in the technology space. As I thought about my new responsibility, I became curious as to how many other companies have women board chairs and unfortunately what I found was not good.  

First, for context, consider the number of women on boards in the US. While the number of women directors has increased marginally in the last few years, women still make up less than 23% of the S&P 500 directors**.

The situation is no better as you go down the market to smaller companies.  Women only just achieved 20% of director seats in the Russell 3000 halfway through this year (up from 16.4% in 2018). Additionally, while all S&P 500 companies have at least one women director (the last holdout added a woman earlier this year), a staggering 10.8% of the companies in the Russell 3000 still do not have a single woman director.  

Companies in the information technology industry are even worse—woman comprise less than 15% of the board members in this sector (perhaps the only “good” news is that the energy sector is even worse, with women comprising only 11% of the board members).    

And remember, just one woman on a board isn’t enough. We now know that more than one woman in the room changes the dynamic to enable the women to be more likely to be heard and not interrupted and/or talked over, as well as often providing greater representation of the customer base. It’s good to see Blackrock will vote against boards who do not have two women on the board in 2019 and Vanguard and State Street will now vote against boards with no women. Investors can definitely put social pressure on this issue. 

But while we chip away at simply getting to a reasonable percentage of women onto boards, the number for the chair position remains abysmal. Only just over 4% of the S&P 500 or of the Russell 3000 had a female board chair in 2018. While we strive to get greater gender equality on boards, we must also recognize that leadership positions on boards should also be open to women.  

We know it’s time to change. The research is now conclusive – diversity in all its forms makes business sense at every level. 

At the top, California is forcing a change with its new, controversial law to mandate the number of women on boards; other states such as New Jersey are considering following California which will increase the number of boards affected. We see that larger companies, typically under more public scrutiny, are ahead in fixing the problem. Companies with < $1B revenue had 12.8% female directors in 2018 whereas companies with > $20B revenue had almost twice as many at 24.1%. 

Having diversity at the top can also help mitigate risk in the #metoo era. I have observed firsthand that women in leadership positions are able to see and identify problematic behavior very quickly (not that men can’t but many women, including me, have been the subject of the inappropriate behavior and so they know immediately the impact of the problem). Sexual harassment incidents can cause material reputational, and hence valuation, damage in today’s social media era and boards need to be both sensitive on this issue and vigilant. 

I have served on public company boards since 2006. For many years I was the only woman on the boards I served on and even today I am the only woman on one of my four public boards. I’ve learned a lot about where the resistance to change comes from and how powerful it is when a board decides to diversify.  While the law can push change, change can be even more powerful and beneficial when the benefits of diversity are recognized within the boardroom.  

So how do we make change happen so that boards become more diverse, including offering greater leadership opportunities for women at the board level?

First, we must recognize the benefits that come from board refreshment.  In my experience part of a good board evaluation process is recognizing that there should be reasonable board turnover on a regular basis. Over 50% of the Russell 3000 companies made no changes at the board level in 2018. When you think about how fast the world of business is changing this slow rate of change at the board is surprising. 

There are a number of steps related to board refreshment that boards can take to encourage greater diversity at the board level.  These steps can include the following: 

  • Reviewing the skills and experience truly needed by the company and then taking a hard look at whether all directors still belong on the board through that lens. This requires board members to engage in a real board assessment process, assessing each individual director (not a check-the-box process) and can lead to a difficult conversation with a long serving director but it’s necessary to ensure the company has the best possible board in place.
  • Recognizing the potential loss of independence for long-term directors. This one is controversial in the US where the average tenure of a director is greater than 11 years, and in 25% of cases is greater than 15 years. Europe is different. I serve on the board of Faurecia, a publicly traded >15B euro global company headquartered in Paris. In the EU a director is not considered independent after 12 years and so directors will typically be asked to serve only two 4 year terms and this is made clear to a new Faurecia director up front. While most US companies do not have term limits, in my experience there is a basis for the belief that very long-serving directors (however that is defined) can become more closely aligned with management and less independent.  
  • Putting age limits in place. Again, this one is controversial since age diversity, both young and old, can add to the richness of the discussion in the board room.  Further, and as with term limits, hard rules make for hard cases.  I know this personally, as one of the greatest directors I have ever served with was 80 years old and an active chair when he passed away this year but if a director is snoozing in the meeting or out of touch with the industry then s/he should probably be aged out.

Second, boards must be willing to elect first time board directors. And yet of the <50% of companies who did elect a new director in 2018 less than 25% hired directors with no previous experience (although again large companies were twice as likely to do so as small companies). I’ve heard the objection too many times – “we don’t want to have to work with a new director, it’s too disruptive”. Well guess what? You need to in order to bring diversity and fresh talent into the director pool. I’ve been involved in doing this several times now and so long as a member of the board signs up to mentor, and the candidate signs up for director training, you can absolutely find a rich pool of highly experienced executives who are ready to work hard to learn how to be a great director. 

Third, boards must have a transparent recruiting process. The days where a board hires their golfing buddies need to be over (yes, I’ve seen this behavior). The governance committee needs to be clear and open with the whole board about the specification, the process and the recruiter. Since the majority of directors are still male it is very reasonable to need to hire a recruiter to bring candidates to your attention whom you would not normally meet.

But finally I want to tackle the elephant in the room – the directors who just don’t think diversity is important. Its old school thinking, and time will age these directors out, but in the meantime it’s important for the directors who do believe in the power of diversity to speak up. Male or female, directors should insist that the boards they sit on diversify and insist that board searches target the group that is being sought for the board – be it gender or race diversity – because unless a search targets a diverse candidate the probability is the next hire will likely be a white male who is known to the board. Having led this effort myself, I know great women can be found, although the recruiters have to work harder, and the new director may be a first-time director.

Again, the law can be used to force change. In France 40% of the directors must be female and my experience of the women I serve on the Faurecia board with is that they are smart, engaged and steeped in the industry and markets Faurecia serves. But the bias runs deep. When I was joining the French board a US director I served with had the nerve to tell me that this had led to weaker boards with unqualified female directors. He stunned me with his claim that forcing diversity reduces quality. This is simple bias without any basis in fact or research.  Unfortunately, I know such statements continue to be made behind closed doors—an all too difficult reality to recognize—but I admit I was still stunned to have my fellow director make such a statement. 

So what’s the answer?  Unfortunately there is no single answer.  Instead, it requires a broad attack on a number of issues.  But for my $0.02, the critical first step is recognizing the importance and benefits of diversity at every level and setting determined goals to change the numbers, especially in the board room and including within the leadership of the board room.  

** Statistics from the Corporate Board Practices in the Russell 3000 and S&P 500: 2019 Edition which asks the question Why Aren’t Boards Diversifying Faster?

Boards, Career Advice

So you want to join a board: Advice to help you prepare

 If you want to join a board, you are not alone. Some people want to find a board in the middle of their career because they like the idea of learning about board life, or for the status of it; some people are looking for board work towards the end of their career because they want to stay engaged and give back. Either way it’s a common, serious interest for many people.
But what does it take – how do you prepare yourself to be qualified?

First off, determine why you want it – and be able to articulate that. Are you looking for income or interest? Be clear about this because there is a huge difference between the two. Non-profit boards typically don’t pay, in fact they expect you to give money. For-profit private company boards may pay cash, or they may only pay in stock (which may, or may not, ever be worth anything) and for-profit public company boards pay, but the pay varies widely depending on the size, industry and country of the company.

Once you can clearly state what you want and why, the next step is for you to determine what value you are going to bring – what is your value proposition? What experience do you bring, how will you be helpful, why should a board want you on it? I had never done this formally until a few weeks ago when I was on a panel and the moderator asked us panelists to write down our value propositions. This is what I came up with (late at night in a hotel room!):

As someone who has 20 years as a high tech CEO, has been through an IPO and many M&A deals  and who is very technical, I bring experience in what it takes to create the strategy, execution plans and leadership teams necessary to drive growth. As a compensation committee chair on two public boards I team with the CEO to create the right incentives to execute the operational plans and create shareholder value. I tend to be the voice in the room focused on strategy and the needs of the leadership team in a rapidly changing world.

Try writing yours – what would you say?

Another way to approach this is to inventory your skills. Make a list of what you’re good at – what makes you unique. This is your experience – what types of jobs you’ve had – PLUS what is it about your intellect and personality that will be helpful? Are you good under pressure, are you energized by solving hard problems, are you good at negotiation, are you natural coach, do you have strong P&L management experience? These are skills that are often not on your resume, but when a recruiter asks you what you would bring to a board it’s good to be able to confidently state the top 3 or 4 skills that you would bring.

The next challenge is that while  you may feel you are ready to contribute on a board, many boards will not want to hire someone with no previous experience. This is one of the top objections that prevents boards diversifying – boards tend to hire people they know, who are like them, who have served on boards before. It’s less work than hiring someone who is different and needs training. But as the trend towards building more diverse boards continues, nomination committees are coming to terms with hiring board members without previous experience.

One of the ways you can prepare yourself is to go and take training. I am a member of the volunteer faculty at a two day intensive training course – the NextGen Directors Academy – designed to take a small group of diverse, aspiring future board members through the nuts and bolts of being on a board. We cover the basic responsibilities, what each committee is responsible for, what your institutional investors care about and case studies of boards who got off track with activists. It’s an interactive, peer to peer format, and there are no stupid questions. There are several courses around like this, but not all have deep, intense content so make sure you talk with previous attendees before you sign up.

Another way you can prepare is to make sure you have the business basics covered. Most of the top business schools run executive training classes, from a few days to several weeks, ranging from general management preparation to specialized skills like cyber security. Once you have inventoried your own skills and experience, think about whether you have a gap you need to fill with some training, or whether you want to develop a skill that is currently in high demand for board members.

One of the ephemeral requirements of many boards is “fit”. Boards are expected to be collegiate, to get along, to voice difference but in the end come together on decisions. (I could write a tome on whether this is healthy for the shareholders or not, but not here). If you want to get onto a company board, but have no experience to point to, try joining a non-profit board first. Pick one that is a decent size (>$500k a year in budget), that has a real board that meets 2-4 times a year and that is run by an experienced chairperson. Reading the prep materials, listening to the management team, sitting in the meetings contributing to the discussion in a balanced, collegiate way will bring you confidence and experience that you can then refer to when you discuss your first for-profit board.

Make sure you have the time to be an effective board member. Being on a board carries status with it, it sounds important, and it may pay well. And many boards have 4-5 meetings a year so it doesn’t sound like much. But actually board work can take a huge amount of time. On a regular basis you need to put the time aside to read, to prepare and to attend the meetings. But in addition you will have countless phone calls and phone meetings outside of the regular meetings. You will need to meet with the CEO and members of the executive team and if the board needs to find a new CEO (for whatever reason) expect to spend days and days, over a series of months, meeting candidates and discussing them with the other board members. So before you pour time into preparing yourself to sit on a board make sure your day job allows you enough time to truly contribute.

And finally, don’t be shy. If you want to get on a board say so. Tell everyone you talk with about boards that you are, yourself, looking for a board seat. Network with recruiters who specialize, and stay in touch with them so you are current in their minds. Talk to people who are already on boards. Finding the right board is a pretty random process and so getting the word out will help the right board find you.