The Healthy Departure: Considerations for Effective Off-Boarding

Long viewed as a point of arrival rather than a point of entry, a board seat is not what it used to be. Gone should be the days when renomination is assumed as a given. A significant minority (46%) of directors believe that members of their boards—including board leaders, board chairs, lead directors, and committee chairs—should be replaced, according to a November 2019 NACD data snapshot. That statistic is a sign of an insufficient process that has failed to keep up with the increasing expectations of board performance by all stakeholders, both internal and external; indeed, 85 percent of directors agree that performance expectations for all board members are higher than three years ago. As one director noted during a recent meeting of the NACD Nominating and Governance Committee Chair Advisory Council, “We have a hard time with appropriate turnover because we as a society have always considered board work as the ultimate demonstration of accomplishment.” The director went on to add, however, that “you have to be ready to do the hard work of governance.”

The current pandemic has increased performance expectations of board members and boards need to think clearly and critically about the skillset of their members, including themselves, and if those skills align with what the company needs in the COVID-19 environment and beyond.

Investors and proxy advisors have historically created policies to help encourage regular refreshment of the board to ensure skills properly align with business needs. Boards, in turn, have created tenure-limiting or refreshment mechanisms, such as age limits and director term restrictions. These measures, however, belie the cultural and emotional difficulty of removing a fellow director. They also deflect the responsibility of the individual director to critically evaluate their own professional and personal goals, relying instead on process over substance. Some of the challenge is self-inflicted, too. While most boards have a robust onboarding process, few have similar discipline around directors leaving the board or off-boarding—voluntarily or for performance reasons.

To change the dynamic around the off-boarding process and support directors who choose to step down, boards can use these key points of guidance for success:

1. Set expectations at the outset.

Directors should view appointment to the board as the start of a new career rather than a final destination.

“We have conversations that are a part of onboarding; we say it is not a lifelong appointment. Because the director dynamic has changed, we’re not all buddies, but it makes it have less stigma to leave a board. Create an onboarding plan right up front that includes why you were selected and how you fit in, here is what we expect of you and what you can expect of us,” one director advised. “Make it clear at the top of the page: Being a director is not a lifelong appointment.”

2. Make conversations about performance and the company’s needs a regular occurrence.

Building from the onboarding process, the nominating and governance committee chair or lead director should have regular conversations with board members about their performance and how they are feeling about their board service and that of the entire board—outside of the formal evaluation process.

“We bake in feedback twice a year. Typically, we have our lead director or sometimes the nominating and governance chair… give feedback and ask directors how they’re feeling. This creates the expectation that a review will happen twice a year and makes feedback a normal process,” said another director.

3. Make the evaluation process worth your time.

Outside of informal feedback, evaluations can be a tool that helps directors to recognize board members who may be falling behind on expectations—evaluations may even help a board member to self-identify as a director whose own ability to contribute to the board is waning.

According to one committee chair, “We have an internal evaluation system. The way we are trying to help [directors] save face is [by] trying to encourage rotation off the board and getting new perspectives. In time, we will refresh the whole board. Now, the truth is the people we are off-boarding are the least impactful and their backgrounds are the least relevant.”

4. The nominating and governance chair and the full-board leader together should guide the process.

The nominating and governance committee chair should work in conjunction with the lead director to conduct the difficult conversation about off-boarding specific directors.

“We had someone who was showing signs of dementia,” a director participant said. The nominating and governance committee chair “approached [the board member’s] spouse and got them to seek medical advice. It took three months, and at the end, we said we can’t in good conscience have you continue on the board. It was a very difficult decision and process, but at the end of the day, it was in the best interest of the company.”

5. Create a pathway for engagement post-directorship.

Directors who have been with the company for a long period of time may have valuable insights to share with current and new directors through a director emeritus program.

“For directors who have a lot of experience with the company, you can bring them in to do a half day Q&A and dinner with the existing board,” a committee chair recommended. “A lot of what these directors want is to have an emotional relationship with the company.”

At the end of the day, a board is only as good as the directors serving on it. While all accomplished professionals serve on the board for a reason, business strategy and needs change, and so should the board. Beyond tools to address an underperforming director, boards should also think proactively about the culture of service to the company that they want to create among their directors. When handled correctly, opting to step off a board will not be seen as a failure or as something signaling the board’s concern, but will rather be seen as an act of leadership calling forth respect. As one director thoughtfully noted, “The concept of directorship is not to serve as long as you want to; it is to serve as long as you’re needed.”

The above is a brief excerpt from NACD’s Considerations for Effective Off-Boarding.

Note: The Advisory Council meeting was held using the Chatham House Rule, under which participants’ quotes are not attributed to individuals or their organizations.

COVID-19. Uncertainty. Fear. Recession. Fiduciary Duties.It’s essential that directors know what to focus on and when.

Become an NACD member today.

NACD: Tools and resources to help guide you in unpredictable times.

Career Partners International Welcomes CMA Midwest as Newest Member

Career Partners International has over 30 years of experience partnering with organizations around the world to navigate the future of work.  As the world becomes more connected and increasingly complex CPI continues to grow.  We are proud to announce Career Management Associates (CMA Midwest) will be serving the Greater Kansas City market as the newest Member of Career Partners International.
“CPI’s talent backed by cutting edge resources will be a great compliment to how we support our clients going forward,” said John Daugherty, President of CMA Midwest. “We are excited to be a part of the CPI team once again.”
With over 50 Members and 300 locations around the world, CPI creates a unique global presence with local experts.  Each Member is selected as the best in their market, delivering custom, personalized coaching backed by world-class technology.  Member firms are held to the highest standards of service and client satisfaction.
“We are very excited to have John and his team back as Members of CPI,” states Bill Kellner, President & CEO of CPI.  “CMA Midwest has a strong history of delivering high-quality career transition and leadership development programs.  Their people-first approach and impressive backgrounds make them an important and trusted Partner in the Greater Kansas City market.”
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Fortune 500 GCs Discuss How to Be a Strategic Asset Through the Pandemic

As the country settles into the new routine of social distancing and working from home, and the pandemic begins to show early—if subtle—signs of subsiding, boards and management are beginning to shift their focus from responding to the crisis to reopening their physical plants amid continued safety concerns. This complex process is dependent on many variables, from worker safety to differing county and state standards for reopening. These themes and more were discussed at a recent virtual meeting of the NACD General Counsel Steering Committee.

NACD, along with Sard Verbinnen & Co., convened Fortune 500 chief legal officers and general counsel (GC) to discuss how they are working with their boards to prepare for the next phase of the crisis: reopening and recovery. Participants represented a range of industries, and while solutions varied by sector and geography, the concern they voiced was the same—how do we best ensure worker and customer safety to enable a safe and effective restart?

Crisis accelerates change.

As with most crises, the COVID-19 pandemic has brought about an acceleration of change for organizations. For example, some companies in the midst of a planned digital evolution found themselves compressing their strategies from years to mere weeks. As one general counsel shared, “That pace [of change and work] has been eye opening and inspiring on the one hand, yet on [the] other hand, grueling and draining. It falls to the GC to help ensure that business goals are met in that accelerated change, but that undue risk to the organization isn’t taken and that the business is protected.” Rapid change brings along with it inherent risks that organizations need to consider and manage, including cybersecurity and privacy risks that may not have been factored in during an accelerated response.

Another delegate noted that the role of the general counsel was significantly impacted by the COVID-19 crisis. The general counsel’s progression from legal advisor to business partner has been well documented. However, this crisis has accelerated the speed of that transition, requiring more from the general counsel. As one general counsel commented, “Going through this transition, we have to think through the business implications of the short, medium and long term—we need to be able to show we are good lawyers and good business folks.” This holds true not just for the general counsel, but for the entire legal department, which is now seen as a critical partner in the design phase of the crisis response, rather than just as a review function, as may have been the case during precrisis operations.

Stay focused on a trio of important areas.

As Bruce Haynes, chair of the public affairs practice at Sard Verbinnen & Co., stated, “Company actions are being scrutinized more than ever before. This scrutiny will be even greater as companies reopen and employees return to work. To ensure clarity of purpose and focused energy, general counsel and their companies should prioritize three key constituencies for an effective reopening and return to operations: employees, supply chain, and customers. All three are necessary for a company’s success.”

Beyond the obvious health impacts, this is a consumer crisis, where demand suddenly vanished due to state, county, and city stay-at-home orders.

“The question is how do you reengage your consumers? We need the consumers to drive the business to continue to operate. It’s a balancing act—you’ve got to strike the right balance of not being insensitive in marketing but also reengaging them,” one general counsel opined. That balance will differ significantly by industry, as well as customer model: business-to-business or business-to-consumer. A commonality is the question of ascertaining how a business can spur demand through a relationship with customers. While much of demand generation falls to the sales and marketing teams, law departments can provide assistance through appropriate flexibility and the rapid review of contracts for commitments to customers and suppliers. Businesses whose actions early in the pandemic regarding safeguarding the health of workers drew negative public attention and criticism may have a more difficult time reengaging with customers, while those lauded for their actions related to employee or community support will enjoy the tailwind of positive reputation benefit as they seek to engage with existing or new customers.

In the end, all of the GC delegates spoke to the importance of employee health and safety. One GC shared a focus on ensuring a safe working environment for those employees whose work really could not be conducted at home, primarily employees in research and development. While questions related to the monitoring of employee health are still being debated, the GCs present shared alternate practices to ensure distancing and proper hygiene, including the concept of having A and B teams that alternate days in the office, regular disinfecting of facilities, reconfiguration or restricted use of workspaces, and the separation of critical teams to ensure business continuity. One common theme that emerged in the discussion is how impressed all GCs were with the productivity of the work-from-home environment.

Consider government relations.

Another critical stakeholder in the COVID-19 crisis is the government. From declarations of which businesses were essential to guidelines for reopening, to the potential for new legislation in response to popular will, government has been front and center during this crisis. Companies that may have minimized their interaction with government before will need to focus on their government relations going forward. As one general counsel shared, “The government is in as uncharted territory as business right now. If you approach government as a partner, seeking to educate and support their purpose, companies will likely find a willing and eager partner on the other side.”

Developing those relationships now at the local, state, and federal levels can prove important as the economy moves to the reopening phase and general counsel look for guidance on acceptable policies and procedures to ensure safe workspaces. Looking into the future, government will be under pressure to promulgate regulations and legislation that set practices and, in some cases, may define how industries conduct business for decades to come. Companies are well positioned to help educate regulators and lawmakers as they work through that process and look for input from various constituencies on matters of safety and efficiency.

One size doesn’t fit all crises.

While crisis plans are often talked about as static, in reality they require an incredible amount of flexibility and adaptability from the leadership team. One GC who dealt with both the COVID-19 pandemic and another crisis virtually simultaneously shared, “When you’re going through a crisis, it’s okay to ask for help—you have peers out there that have dealt with similar situations.” In their case—dealing with two career-defining crises at nearly the same time—delegation to their team was key.

Though few companies prepared for a pandemic with scenario planning, the crisis has nonetheless illustrated that training matters. It has become regular practice now for boards and management teams to conduct tabletop exercises across a range of scenarios, from a cyberbreach to an activist attack to a kidnap and ransom event. Taking those exercises seriously and learning from them can make the difference in how effectively an organization responds in a real crisis.

As companies turn their focus toward the next phase of the crisis—reopening and reimagining a new normal—the impacts of COVID-19 will be felt for years to come. From consumer behavior to a remade global supply chain, business will have to determine and traverse the new lay of the land. In the board room, another significant impact may be felt—the board’s approach to risk. Boards are rethinking their role in risk and the role they play in identifying and overseeing risks that may stand out from traditional, core-business risks. In the case of one company, the annual board evaluation survey now contains a question on the director’s view of risk to the company. As another GC shared at the close of the meeting, “The board still expects management to own the risk process, but their interest is as high as I’ve ever seen, and I don’t think they’re ever going to stop asking the hard, but important, questions of management about the known and unknown risks to the business. Those days are gone.”

Note: The meeting was held using a modified version of the Chatham House Rule, under which participants’ quotes are not attributed to individuals or their organizations, with the exception of cohosts.

COVID-19. Uncertainty. Fear. Recession. Fiduciary Duties.It’s essential that directors know what to focus on and when.

Become an NACD member today.

NACD: Tools and resources to help guide you in unpredictable times.

Career Partners International Expands into Kelowna with Pathfind

One of the key strengths of Career Partners International (CPI) is the unique combination of a global presence with local Partners serving as experts in their own Markets.  We are pleased to announce the expansion of our Member, Pathfind, into the Kelowna, Okanagan region of British Columbia, Canada.
“Being a proud Partner of Career Partners International, a leading provider of Outplacement, Career Management, Executive Coaching and Leadership Development, we are a delivery leader of these services and we look very forward to being able to provide outstanding support to the exceptional companies in this region,” says Domenic Gallace, CEO & Managing Partner of Pathfind.
Pathfind has been a valued Member of CPI for many years, this expansion is a natural progression for the organization, allowing them to serve more clients and participants with the high-quality delivery expected of all CPI Members.
“Pathfind contributes greatly to the organization, providing strong career transition and leadership development,” states Bill Kellner, President of CPI.  “We are thrilled that they have chosen to bring their expert solutions and services to clients in this new market.”
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Onboarding Into The New Normal Post Covid-19

Covid-19 will have both temporary and enduring effects. It is both a crisis to be managed and a cause to hit a restart button to get yourself and your organization ready for the new normal. How you onboard into a new organization in the new normal is one particularly important part of that – and especially how you connect with people working remotely.
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How To Mitigate The Mission-Crippling Risk Of An Executive Chair, Operating Partner, Or Over-reaching Boss

In theory, clarity around decision-rights solves a multitude of working relationship problems. In practice, over-reaching bosses, by definition, are prone to over-reach. Thus, the only way to mitigate the mission-crippling risk of an executive chair, operating partner or over-reaching boss is to build and maintain a two-way trusting relationship over time.
Let’s talk about the level of risk, the five-levels of decision rights, and what it takes to build and maintain trust.
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