How would you describe your overall approach to the corporate governance of The WD-40 Company?
The board of directors is dedicated to providing its collective knowledge, experience and guidance to the highest corporate governance standards to ensure we continue to build a great company. The purpose of our governance program is to support the WD-40 Company values and culture. The number one value at WD-40 Company is "We value doing the right thing."
What are some of the processes that you feel strongly about for how a board should organize itself and operate?
It is management's responsibility to make sure the board is well informed; this empowers the board. I have heard it said that "A board is like animals at the zoo: if you don't feed them, they bite you." Management forgets that boards are not living the business day to day, and that increases the responsibility of management to keep them informed. I joke that boards have 89-day memory loss. Management, to get the best out of the collective experience of the board, needs to keep them up to date on the issues that are important for the board to be involved.
I say, "Reasonable people who share the same values and absorb the same information will have a similar point of view." Notice I emphasize absorb--that means a clear understanding.
What are some board processes that you do not approve of?
Except if the board is managing the company in a stated and clearway in a crisis or turnaround situation, the board needs to let management manage the company. If there are not clear expectations and alignment with the stated strategy and deliverables, the board will tend to want to "manage" instead of providing oversight and guidance to the leadership.
You have a nonexecutive chairman, and you are a proponent of separating the chairman and CEO roles. Why is that?
I believe the CEO has a clear responsibility to lead the company. In an operating environment, the leadership of the company is different from the leadership of the board. These are two very different roles.
What makes for a good board member?
Alignment with company purpose and values. Appreciation of the different roles and responsibilities of board members and management.
What do you look for in recruiting a new board member?
First and foremost, a clear values match. Then, demonstrated competency and experience in the area of knowledge needed.
What is it that you most look to your board for?
Guidance and feedback from their learning and...