'What do you think?'.

PositionLETTER FROM THE CHAIRMAN

THE CHAIRMAN and CEO of a company on whose board I serve recently asked me to interview some outside candidates to replace the chief financial officer who was retiring. Neither he, nor the board, thought there was a qualified insider, so a search firm was hired. After an extensive search, three candidates emerged. Before making a decision, the CEO asked his lead director and the chairs of the audit, HR, and governance committees to interview the short-list of candidates. He wanted us to assess their capabilities, experiences, and fit. At the board meeting he asked us, "What do you think?," indicating how much he valued the assessments provided by the individual directors. Along with the inputs of his top management team and the due diligence of the search professionals, he used our assessments to make his hiring decision.

Over the past three decades I have served on two dozen boards of public and private companies and civic and charitable organizations. Increasingly I have been asked to interview candidates for top management positions from a short-list developed by an outside search firm. Moreover, several times I have been asked to formally interview and assess internal candidates as well.

Given their experience in picking talent, board members can offer valuable opinions and judgments in the selection of a top executive. For decades boards have assured good corporate governance through the nominating committee's oversight and management of the selection process for independent directors. Furthermore, boards have been intimately involved in the appointment of the chairman, who increasingly has been a nonexecutive, as well as the designation of a lead director. And of course the board's fundamental purpose continues to be the selection of the CEO. Most often boards have performed these accountabilities very well, though the recent...

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