Director Nominee Questionnaire

As boards today face issues related to growth, globalization, and technological change, board refreshment is becoming more and more critical. The model of board-member-for-life — the proverbial pale, male, and stale — is likely to miss the boat as far as possessing the skill set and familiarity needed to address emerging crises and changes in investor and customer profiles. In fact, any board that defaults to the status quo and does not plan for the future is notholding its own; it is actually falling behind.

In a February 2016 article in Agenda, I address how board refreshment is crucial not only for a company’s effectiveness and survival in a changing world, but for protecting it from encroachment by activist investors and other outsiders. The skills that any board should comprise in order to be able to position the company for growth include:

  • IT strategy
  • Cyber-security understanding
  • Financial expertise and independence
  • Understanding of business and customers
  • Demographic understanding
  • Social media insight
  • Geopolitical expertise
  • Open-mindedness
  • Self-awareness

(Agenda, February 2016)

Some skills that are critical in cultivating new board members are those on the forefront of new technologies. It’s essential to not simply catalogue the tech know-how a board needs, however. These skills need to be paired with an ability to contextualize how they can move the company forward strategically and compete in current market environments.

A key starting point is board self-awareness. Are the directors as a group addressing current and future needs of the company? Are they responsible stewards, able to communicate effectively with the technical officers and the CFO? Are they aware of their responsibility for ensuring compliance with reporting and regulatory agencies?

If not, it may be time to make room for fresh perspectives, especially ones that reflect a more technologically adept and more diverse demographic. Millennials are comfortable with the rapid pace of change in technology and social constructs, both of which impact a company’s customer base. They also embody a new approach to entrepreneurship, often melding social media and cyber-savvy with social consciousness and a greater openness to diversity.

Diversity embraces race, ethnicity, age, and gender, but it is not an end in itself. Rather, its value lies in how it brings fresh perspectives to the table that probably would not arise from a more homogeneous group.

Board Refreshment Checklist

Below is a checklist for the board assessment process to help directors ensure that refreshment is addressed on a regular basis.

  • Conduct an annual board peer assessment that incorporates a skills matrix as a tool to evaluate each board member’s contributions and to expose skill and diversity gaps on the board as a whole;
  • Reinforce that the purpose behind the assessment is to identify areas that need improvement, create dynamic dialogue, and lead to action items for the board as a whole;
  • Watch industry trends to get a sense of what skills will be needed in the future;
  • Involve the CEO and top managers in the process;
  • Determine what is needed in terms of board education.

In 2000, few people could imagine the 2008 financial crisis, the explosion of 3-D printing, or the rise of cyber-security issues that corporations face today. Similarly, today’s board of directors cannot know what its company will face in the future.

By including ongoing board refreshment and a regular review of the board’s skills matrix, however, it can include individuals with up-to-date skills and industry insights who can ensure that the board — and the company — are on the path of continual improvement.

CEOs and boards have different jobs to do. They face very different challenges in performing their jobs effectively, which can make their working relationship complicated.

And sometimes that relationship can go terribly, terribly wrong.

Since 2014, the directors of American Apparel and the company’s founder and past CEO, Dov Charney, have been battling over the company’s future. Charney was ousted after mismanagement on his watch led the trendy, US-produced clothing manufacturer into bankruptcy.

Could a CEO evaluation have helped in this situation? Most likely. If Mr. Charney was held accountable earlier and coached to lead for the long term, the result may have been very different. According to a Jezebel interview, one American Apparel director, Allan Mayer, saw Charney’s mix of provocation and idealism as the company’s calling card.  Mayer seems almost enamored with Charney’s proclivities for poor behavior and sexual misconduct. It is unlikely that a majority of the Board would have felt the same way. A well crafted CEO evaluation combined with a Board Evaluation, would likely have focused the Board on these issues and either helped coach the CEO in a different direction or created an impetus for change.

A different perspective on board-CEO relations — minus the drama — comes through in a 2013 Harvard Business Review leadership report, “What CEOs Really Think of Their Boards,” about how established, well-respected CEOs view their companies’ boards of directors.

The CEOs interviewed in the study talked about board members who put self-interest above shareholder interests, whose risk aversion suppressed the bold thinking that made the company great in the first place, and whose entrenched points of view blocked exploration of new ideas and strategies. CEOs further felt the burden of dealing with board conflict fell on their shoulders. The study quoted one company head as saying, “It’s difficult when you make the CEO accountable for dealing with disruptive personalities.”

Meeting in the Middle

Whether in the context of an established Fortune 500 company or an industry maverick, boards and management need a baseline for managing all aspects of their working relationship.

The essentials should be found in the company’s mission statement, the CEO’s contract, the board handbook, and long-term strategy. But compliance with these documents — and adherence to the company’s core mission and values — is often best measured through the annual board and CEO evaluation process.

Reciprocity and buy-in from the top down are key to successful evaluations. Our short tag line from Peter Drucker, ‘What’s measured improves,’ requires that board leaders appreciate a self-evaluation process and act on its results.  I have spent hundreds of hours with board members, and there is a clear difference between high performing and underperforming directors. When a board reviews its CEO’s performance but is not subject to evaluation itself, or doesn’t take the process seriously, it sends the message that performance assessments are not important.

An approach to assessments that includes developing evaluation tools for the board, the CEO, and upper management helps build a team that can work synergistically. For instance, questions about product development goals may show that the CEO and multiple board members share the same concerns, but never had the opportunity to discuss them. It also leads by example and sets the tone for these same types of assessments throughout the company.

Evaluation beginning at the top can bring out other insights.

  • board’s self-evaluation gives the CEO evaluation more credence and establishes performance assessments as part of the company culture.
  • The board evaluation can help set clear actionable goals for the board and help set performance metrics for future evaluations.
  • An effective board evaluation process will provide good substance to incorporate into public company proxy statements.
  • Information compiled from a CEO evaluation helps the board reach clarity on what the CEO wants and expects.

When data from standardized questions and open-ended responses are aggregated into an objective report, that report can be used to more effectively promote communication, collaboration, and analysis.

Open Communication Is Key

Boards that incorporate meaningful assessment send the message that they are ready for challenging dialogue and are open to change. For their part, the CEOs interviewed for the Harvard Business Reviewstudy don’t want their recommendations rubber-stamped. They welcome informed, thoughtful questions that are forward-focused and bring fresh perspectives to the table. Honest, open engagement by both directors and CEOs can help them stay focused on their common goals — adhering to their core vision and positioning the company for growth.

*   *   *

On January 25, 2016, a U.S. bankruptcy court judge ruled in favor of American Apparel’s plan to exit bankruptcy. Watch for an analysis of the company’s ups and downs in a future blogpost.

Board Evaluations That Go from “Check-the-Box” to Transformative

What board member hasn’t heard, “The board speaks with one voice or not at all”? Every board should agree on the core beliefs that support the success of its organization. Projecting a unified message that reflects those core beliefs is critical.

However, sometimes the “one voice” principle — designed to guide the board’s behavior after examination of board business and discussion — can seep into boardroom discussion, suppressing inquiry and new ideas.

Creative Tension

While embracing different viewpoints isn’t always easy, successful corporate boards will create an atmosphere that encourages questioning and sharing diverse perspectives. “Creative tension” — the messy, sometimes raucous dialogue that arises from constructive discontent, respectful challenge, or asking “what if?” questions — is what Punit Renjen, CEO of Deloitte Global, calls this process of questioning in his Forbes article titled “The Crucial Edge that Makes a Board Exceptional.”

Boards may not welcome questions or challenges for a variety of reasons: unwillingness to upset the status quo, inflexible agendas, new or more reserved board members uncomfortable with speaking out, concern about exacerbating tensions with the CEO or upper management, or just a “That’s the way we’ve always done it” mentality.

Even if board members recognize the value of considering opposing views, certain factors may get in the way of embracing creative tension. Strong personalities dominating the conversation, discomfort with confrontation and an inability to see past challenging questions to the new ideas they may spark can stymie a board’s best efforts.

The annual board evaluation process, facilitated by a third party in a manner that ensures anonymity, can be a vehicle for bringing out board members’ concerns and ideas that may not fit neatly in an agenda category.  This can also be preferable to an interview based model, which can be tainted by interviewer bias or just discourage forthright or critical comments.  Open-ended response categories included in an anonymous evaluation questionnaire can provide a neutral setting where board members feel comfortable bringing up ideas that might challenge the “one voice” that can dominate board conversations.  Even more standard scored questions can highlight where board members have differing views on particular topics and provide the basis for more pointed dialogues at a meeting.

From What-if? to Aha!

Openness to creative tension is a key factor in making good boards exceptional, according to Renjen. “Opposing views can collide, but they also can converge and yield exciting new ideas, especially when an organization’s core beliefs unite everyone involved.”

As many as 63% of directors feel that the board self-evaluation is a check-the-box exercise, according to a 2014 PWC Annual Corporate Director Survey. Can an evaluation instrument tailored to bring out divergent perspectives change directors’ and board chairs’ feelings about the process? If board members recognize the value of creative tension in generating ideas and promoting dialogue, they may see the evaluation process in a new light, more as a tool for board growth than a regulatory chore.

For comments in an evaluation instrument to be of value, however, the instrument must have a mechanism — preferably built into the process from the beginning — to present these ideas for discussion.

Rapid change in many technology and financial sectors constantly brings out new questions across industry sectors. Boards that embrace creative tension know that it is healthier — for the board and the organization as a whole — to address these questions in the boardroom than to have them posed by their shareholders in public.

The challenges facing college and university boards of trustees (also referred to as regents, governors or visitors) today are formidable. They range from cutbacks in federal and state support to faculty governance and presidential leadership. Boards bear responsibility for issues that touch on every aspect of campus life: enrollment, financial aid, academic integrity, fundraising and athletics. At times they will be tested by crises, such as sexual assault or racism.

High-performing boards want to know how well they are serving the institution. They also want to fulfill their proper role, generally defined as hiring and, if needed, firing the president or chancellor, fundraising, strategic planning and fiduciary oversight. Board evaluation often creates an atmosphere of inquiry and dialogue that sets a standard for the rest of the institution to follow.

How can evaluation strengthen board effectiveness? Most obviously, it can uncover strengths, weaknesses and areas for improvement, which in turn can shape priorities for board education. Evaluation can forge a culture where trustees can be more open about board performance and their own satisfaction. And as a result, they develop more confidence in their processes and actions.

Evaluations take many forms. Most evaluations are of boards, not individual members, and can involve any combination of strategies. These include:

  • Hiring a consultant;
  • A self-administered board survey;
  • A board meeting dedicated to evaluation;
  • A retreat;
  • An in-depth written analysis of the evaluation process; and
  • Actionable steps to enact changes and plan for the future.

Some of the best evaluations use a survey that can be evaluated against what is expected of high-performing boards (for example, a trustee satisfaction rating of 8–10). Engaging an independent consultant to guide the process can increase board members’ comfort level with self-scrutiny. A skilled consultant can also explain the survey’s results, define goals and help the board set an action agenda.

A carefully thought-out evaluation process can reinforce that a strong board is on the right track. For a board that is seeking its way, evaluation can help it address issues before they undermine the institution’s effectiveness. It can also set the stage for positive collaboration with the president and the faculty.

As long as an evaluation is viewed as fair and capable of real change—not merely talk—it can inspire boards and trustees to adopt best practices in everything they do.

Ready to dig deeper? Download our Guide to Board of Trustees evaluations.

This article is authored by Kent Chabotar, Ph.D., president emeritus of Guilford College and co-founder of MPK&D Partners. Founded in 2014, MPK&D is an experienced team of higher education leaders, who deliver practical and creative solutions to some of the most complex challenges facing institutions today. For more information, visit www.mpkdpartners.com

How much can you save by changing your D&O questionnaire process?

There are a lot of ways to look at the cost of conducting these kinds of compliance related activities, but I want to focus particularly on the cost that I think most Directors and Officers would agree is singular in importance — their time.  How much time did it take your Directors and Officers to complete the process?

The average D&O Questionnaire is about 40 pages long. Yet, the number of questions that the average Director or Officer has to answer only takes up about 12 to 15 pages. The rest of the pages are either questions that don’t apply to them, or are explanatory notes, definitions and various schedules and appendices containing compensation or stock ownership details.

Seasoned Directors & Officers are probably quite used to the form and can focus quickly on the questions they need to answer, but they still have to wade through 40 pages. And sprinkled throughout these 40 pages are often changing definitions of terms such as “Family Member,” “Associate,” and “Beneficial Interest” — all of which the directors have to consider in answering questions, but then refer to an appendix to read the two paragraph definition.

It’s no wonder that every year, at every company, there is always at least one questionnaire that doesn’t get fully completed. And this takes yet more time.

The great thing about technology is that it can help us save time. Often lots and lots of time. And moving the D&O Questionnaire to an online process does just that. We can reduce the number of questions, make them easier to follow and answer, and make accessing definitions and schedules as simple as hovering the mouse over a term or clicking a link.

Directors who used our online process for the first time said that it cut their time in half — saving them an hour or more. If you have 15 people taking your D&O questionnaire, that is a lot of time you are putting back in the hands of your most highly compensated people.

CBE and MPK&D Launch the Higher Education Assessment Platform

The Center for Board Excellence (CBE), a leading provider of governance solutions, and MPK&D Partners, noted higher education consulting experts, announced today a unique partnership for comprehensive board evaluation and leadership consulting services to higher education. CBE and MPK&D have developed a portfolio of leadership and board assessment products and solutions designed specifically to address critical issues affecting governance in higher education today.

“Higher Education faces greater challenges now than ever before,” said Kent John Chabotar, MPK&D founding partner and president emeritus of Guilford College. “The governing boards and leaders of these institutions need tools to help align the institution’s mission with the requisite leadership characteristics, while also assessing their own performance. This partnership brings to potential clients CBE’s extensive experience with best practices in business and other organizations with MPK&D’s knowledge of the culture and processes of higher education including faculty governance.”

The new Higher Education Assessment Platform combines CBE’s international expertise in creating effective assessments for governing boards of entities and organizations with MPK&D’s higher education strategy and leadership experience. With the specific needs – and budgets – of college and university boards in mind, CBE and MPK&D have developed an innovative and effective evaluation tool that is accessible and useful for institutions seeking to identify their own risks and weaknesses, while also reinforcing areas of strength. Following the initial assessment, MPK&D could then provide strategy and solutions to assist institutions with the development and implementation of plans to address the results.

“With greater demand for accountability, colleges and universities are under a harsh magnifying glass,” said Byron Loflin, CEO of CBE. “We are pleased to partner with MPK&D to provide a new and unique solution for promoting board performance at the university level that aligns with our array of cost-efficient and effective governance products.”

About MPK&D Partners

Founded in 2014, MPK&D is an experienced team of higher education leaders, including Mary Pat Seurkamp Ph.D., Patricia Bosse, Kent Chabotar, Ph.D., Daniel Carey, Ph.D., three of whom are former college presidents, and who deliver practical and creative solutions to some of the most complex challenges facing institutions today. For more information, visit www.mpkdpartners.com.

About the Center for Board Excellence

Founded in 2010 by attorneys and technologists, The Center for Board Excellence has built an innovative platform for board assessment, CEO evaluations and other governance processes. CBE streamlines laborious, costly and previously paper-based processes through its proprietary, private, cloud-based solutions. These solutions create efficiencies that save organizations’ directors, in-house counsel and governance professionals substantial time, effort and money.  For more information, please visit the company’s website at www.boardevaluations.com.

The latest pronouncements from Volkswagon’s Chairman Hans Dieter Pötsch, would like to paint his company’s recent wrong doings as a “chain of errors”.  Basically, it was just some buggy code, right?  A few errors that were just missed and then built upon themselves.

There is nothing in this story of corporate misdeeds that truly resembles an error.  This scandal is the result of a very calculated set of decisions motivated by money.  In a recent NPR piece, John Ydstie says that, “VW developers couldn’t figure how to meet U.S. emissions standards within the timeline and budget they’d been given, so they developed the software defeat device.”  Basically, they couldn’t figure out the answer so they cheated.

These kinds of things don’t just randomly happen at a company the size of VW.  This was not just the result of a chain of errors. There is a fundamental cultural problem at VW that will not be fixed until the Board of Directors itself is cleansed and indoctrinated with sound governance and ethical practices.

As technology has brought increased awareness of individuals and their public identities and reputations, it has also brought greater access and understanding of the interworking of organizations and the people that run them. Perceptions of corporate boards as “Oz” like institutions have dissipated, and people have come to understand that board members are people with individual characteristics and defining qualities.

The traditional homogeneity of corporate boards faces increasing criticism. A corporate board not only has an identity as a whole of being a governing/supervisory body, but now also reflects the composite of the identities of the individuals serving as board members. Members of the public who are customers, clients, and stakeholders of these organizations expect boards to be conscious of their total and individual identities and regularly evaluate and make concerted efforts for self-improvement.

Over the past decade, the pressure to increase female representation on boards has continued to mount. Approaches to effectuating this change vary. Some countries regulate the minimum percentages of female board members.

  • Norway was the first country to pass a female board member quota law requiring all public limited liability companies to have at least 40% women on the board or risk dissolution.
  • Similarly, Spain, France, Finland, and Iceland set their minimums quotas of female board members at 40%. Denmark also requires a 40% minimum, but does not attach sanctions to the requirement.
  • Italy, Belgium, the Netherlands, Malaysia, and most recently Germany all require 30% or more female representation. Sweden and the United Kingdom do not have binding minimums, but set goals to increase female participation.
  • The United States has a minimally instructive rule for gender diversity on boards through the Securities and Exchange Commission, which requires boards to disclose how they consider diversity when choosing board members.
  • European nations lead gender parity rankings with all of the aforementioned EU nations having well above 20% and some reaching 40% of board seats held by women. Growth in the United States has been significantly slower, with only about 10.7% female representation on boards of 6,920 companies according to Catalyst (a nonprofit research firm studying women in business), but with about 19.2% percent of women on the boards of S&P 500 companies.

Quotas are effective in increasing the number of women on boards according to Dan Konigsburg, Deloite Global managing director in “Deloitte’s Women in the Boardroom: A Global Perspective”; however, they are subject to criticism and raise questions regarding the qualifications of women being elected to some boards, especially those in male-dominated industries.

The idea that there are not a sufficient number of qualified women to serve on boards has been rebuked on a number of fronts. Instead, the quotas and policies behind them and thought leadership influencing this change increasing female presence on boards challenge a long-standing, unsavory status quo and open networks of highly qualified women to join the ranks of their male counterparts on boards.

Board directors increasingly are recognizing the imporatnce of diversity. PWC confronted the thoughts and perspectives regarding diversity on boards in their 2015 Annual Corporate Directors Survey.

  • In surveyed directors, over 95% viewed diversity as at least a “somewhat” important director attribute, but 70% of directors also believe there are impediments to increasing board diversity.
  • Interestingly, PWC discovered that over 67% of mega-cap company directors think diversity is “very important” to board composition, contrasted with only 31% of directors at micro-cap companies granting diversity that same ranking, which raises questions about smaller companies’ recognition of the benefit of increased diversity.
  • Further, a vast majority of directors (over 80%) believe diversity enhances board effectiveness and company performance.

Recent research shows that companies are more profitable and have higher market performance when women are on boards. An article in the Academy of Management Journal featured the results of such research combining results from 140 studies, which highlighted better prerformance based on an internal view on asset utilization and income generation and on an external view on perceptions and stock performance when women are on boards. The differing experiences, backgrounds, and communication and interaction styles of women enhance all functions of boards through more productive and effective deliberation and keener oversight from a broader viewpoint and expertise.

“The idea is that when a group is held to a higher standard of accountability, it will draw on the knowledge of everyone in that group, leading to better decision making” said Corienne Post, PhD., a professor at Lehigh University and author of the article. This negates traditionally held notions that there exists a largely unsuitable pool of diverse candidates and instead points to either a board’s inability or unwillingness to recognize a major weakness, which can be easily remedied through board evaluations. It may require thinking outside of the restrictive traditional confines of director eligibility and recruitment pools to ensure boards are properly constituted with appropriate gender representation.

The ideals of increased accountability and efficacy of boards are at the basis of the continued efforts to increase gender parity on boards. Boards are required to be cognizant of diversity matters and reputation based thereupon in order to remain competitive. Through proper board and peer evaluations, boards can assess strengths and weaknesses of the board as a whole and of each individual director to determine the number and expertise of female directors necessary to enhance their ability to properly govern and lead their organizations to higher successes.

Just as you would not stock your football starting line-up with all kickers, the notion of boards continuing to be comprised of all or an overwhelming majority of men is similarly absurd.

Are you using best practices to collect and store the information you obtain from your Directors and Officers? If you still compile your company’s information manually and collect responses on paper, by scan or emailed responses, you already realize that your systems are not optimized, but it has further reaching implications.

Best practices in compliance- and governance-related tasks require professionals to consider many additional factors that technology can improve. Modern, cloud-based systems for D&O questionnairesprovide a number of key benefits that go beyond saving the legal team time:

  1. Security & The Private Cloud – A private cloud environment provides greater control and security for your data. Most providers for these types of services rely on a hosted cloud service like Amazon Web Services or Microsoft’s Azure. With hosted servers, are you sure who really controls your data at the end of the day? Using a private cloud ensures that your data is under your control and can be kept secure or deleted completely at your discretion. This provides heightened security, ensuring that sensitive data is retained and is not susceptible to inadvertent destruction or theft that targets mass-market systems.
  2. Time – Few things are more valuable to your Directors and Officers (or to any of us for that matter) than time. Customer feedback indicates that a properly constructed online process reduces the time it takes to complete the questionnaire by nearly 50%. This is time that you are giving back to the highest paid people in your company.  That’s no small matter. In addition, the legal and compliance teams will save dozens of hours by automating the most labor intensive parts of their processes, while also creating a series of gatekeepers to flag particular types of responses.
  3. Accuracy – Have you ever had questions left blank on a questionnaire, which then requires follow-up and perhaps additional certification? Online tools can eliminate missed questions and ensure a more accurate process by pre-screening for changes from prior years and even creating internal flags that generate alerts for the legal team whenever an unexpected answer is entered.  Using best practices helps eliminate errors.

While it is often difficult for legal departments to obtain additional legal budget for technology acquisitions, there are points in time when best practices can no longer be overlooked and technology migrations become necessary.

The D&O questionnaire has tipped over. Paper or cut and paste processes can no longer be justified now that the efficiencies and reliability of cloud-based systems so clearly outweigh the minimal cost.

Few activities within the corporate world garner more angst than the annual assessment or evaluation process. This is true at all levels: from the individual employee processes conducted by HR, all the way through to the process undertaken by the Board of Directors.

Employees are expected to write a self-critical analyses of their performances, walking the tightrope between bragging and self-confidence while also acknowledging areas for improvement (at least to the extent their managers think improvement is necessary). In most cases, annual bonuses, salary increases and retention decisions are tied to the process. Few companies get this process right— yet, nearly every company I know requires all employees and managers to participate. Although the evaluation process at the employee level is imperfect, it aims to be a substantive process. It provides a full view of the employee’s performance and skills in light of the duties of the role, and provides a basis for setting goals and benchmarks of achievement.

In the Board context, each Board member is essentially an employee of the investors.  While many directors might balk at this notion, it’s not a big stretch.  In the Boardroom, the evaluation concept is similar, but the investors don’t often get much of a report about the Board’s performance. I’ve never heard of compensation of any kind being linked to the evaluation, and it’s quite rare for there to be any outcome at all, other than checking a box that the process was completed at the required interval. In fact, in PwC’s, 2014 Annual Corporate Director Survey, they found that 63% of directors felt that the board self-evaluation process was a check-the-box exercise.

If directors are completing evaluations solely for the purpose of completing them, should we then expect thoughtful and thorough results from these evaluations?

While there are some companies where governance has a prominent seat and the evaluation process is a rigorous and serious endeavor, it is still quite rare for companies to conduct third-party anonymous evaluations. And yet, in that same PwC survey, 70% of directors said that it was challenging to be frank in the board evaluation process. Could this be because the chair of the nominating and governance committee and the general counsel are reading everyone’s evaluations?

It’s no wonder that institutional investors are asking more questions about the board evaluation process. You might ask what took them so long. But, what do they want to know? We heard recently from Raki Kumar, head of corporate governance for State Street Global Advisors and Glenn Booraem, principal & fund treasurer, Vanguard Group Inc., at a panel about Board refreshment at the ACC Annual Meeting 2015. Both stressed the importance of the evaluation process. Kumar outlined the four things she looks for in the Board evaluation process:

  1. Identify which director is responsible for the evaluation and empower that person to carry it out;
  2. It should be an annual exercise;
  3. The Board as whole as well as each committee and each individual should be evaluated; and
  4. There must be an outcome.

Booraem emphasized the outcome aspect, saying that, “having a rigorous board evaluation process with some form of outcomes, is perhaps the most important thing when considering board refreshment.” These outcomes can be as simple as more training around cyber-security or as complex as needing to remove (or simply not nominate) certain directors and look for ones with different skills. But the point is that investors want to know that your company has a rigorous process and at the end of the process they want to know your outcomes.

As more boards contemplate board refreshment and other pressures from investors, a thorough, objective evaluation process with clear outcomes may not be a golden ticket, but it will show a commitment to at least asking the questions.

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