As I navigate my life post-Rohm and Haas, I have come to see the role and responsibilities of board membership in new and expanding ways. One of my mentors and now good friend, Jack Krol, has played a big role in that process. Jack recruited me to the Tyco International Ltd. board. He has taught me a great deal about boards, and 1 value his insights. Those insights, I believe, would be useful and insightful to anyone who has interest in corporate governance as well as best governance practices.
Jack is the former chairman and CEO of DuPont Co., and he served with me on Tyco's board from 2002, when Jack was lead director, until 2008. He also served as chairman on Delphi Automotive's board from 2009-2014. Jack made history with Ed Breen, who took over Tyco International in 2002, when former CEO Dennis Kozlowski and his CFO resigned after being indicted and later convicted of fraud and embezzlement. Ed and Jack basically threw out the old board at Tyco and installed a new board in order to save the tarnished and hugely indebted company whose former executives' lavish lifestyles and criminal behavior all but sank the conglomerate.
I was one of those new board members recruited by Jack and Ed. (Ed is currently chairman of DuPont and Jack is a former director of Tyco.) Jack joined Delphi Automotive as board chairman in 2009, the company having just emerged from a messy spin-off from General Motors and four years in bankruptcy. There he built an entirely new board to include a seasoned blend of executives from the electronics, IT, finance, specialty chemicals, auto manufacturing, and related industries. I was part of that new board as well. Following are excerpts from Jack's thoughts and observations, including what criteria he looks for in recruiting a board member, a board's obligations to the company and its shareholders, and his assessments of me as a board colleague.
How board members (like Raj) add value: Reflections by Jack Krol
I first met Raj when I recruited him for Tyco's board of directors. He came highly recommended as someone with impeccable character and credentials. Everyone who knew him gave him very high marks, including the companies that recruited him to serve on their boards. That's basically why I recruited him for Tyco's board. He did an outstanding job there. Over time, it became more and more apparent to me how strong and consistent his leadership skills were, and we have grown to be close friends in the period since.
What do you look for when you look for someone who can run a board? The first question I always ask is: What's the track record or success of this person? What does he or she bring with their experience that this board can use? These are important questions to discuss with a wide range of sources. An hour with the candidate is not sufficient. That's only a snapshot. His or her track record over the past 10 or 15 years is the backdrop to the interview that is most important.
How does the assessment process start? First, review business experience and results. How broad was the experience? Does it fit the board's needs? Every board should have an up-to-date list of backgrounds...