Kick the can ... or time to go?

• Author: Thayer, Charles J.
• Position: BOARD DYNAMICS

Board membership is frequently an "ad hoc" process that only gets addressed when a vacancy occurs. Boards recognize the important role that management evaluations play in compensation programs and internal succession planning. However, the difficult topic of regular board member assessment is frequently ignored.

It is very difficult for board members to confront a fellow board member who is not fully contributing to your board's responsibilities. It is equally difficult for a board member to recognize when it is time to depart. It's easier for everyone to "kick the can down the road."

To be effective all boards must address board leadership, board size, required skill sets, board member performance, and succession planning. Today's economic and regulatory environment requires your board to have the right people with the right skills to fulfill your board's duties.

Best practice requires your board to have independent leadership (either an independent chairman or lead director) and an independent board committee that's responsible for board governance. Your lead director should conduct an executive session with only outside directors after each board meeting and promptly discuss any significant items with the CEO. Your governance committee may provide a forum to openly evaluate the skill sets and performance of other board members, but any open self-assessment of committee members is problematic at best.

Given the complexity of today's board issues it is essential that a wide range of skills be represented and all board members actively contribute to your board's responsibilities. The American Association of Bank Directors recommends that every board conduct an annual self-assessment and have a confidential assessment done by an independent third party every three years. The results may not always be welcome but they will help enhance the quality of your board...