Tag Archive: Bonnie Gwin

‘Secret Sauce’ for the Nominating and Governance Committee Chair

Published by

Overseeing a company’s corporate governance process and structure, the nominating and governance (nom/gov) committee is essential to a company’s long-term success. In this BoardVision interview—moderated by NACD Director of Partner Relations and Publisher Christopher Y. Clark—Bonnie Gwin, vice chair and co-managing partner of the global CEO and Board Practice at Heidrick & Struggles, and Thomas Bakewell, CEO and board counsel at Thomas Bakewell Consulting, discuss the qualities of an effective nom/gov committee chair:

  • Sets the right mix between board culture and composition
  • Facilitates cross-committee communications
  • Performs effective board evaluations
  • Spots diverse talents in director candidates

Bonnie Gwin, vice chair and co-managing partner of the global CEO and Board Practice at Heidrick & Struggles (left) and Thomas Bakewell, CEO and board counsel at Thomas Bakewell Consulting.

Here are some highlights from the discussion.

Christopher Y. Clark: Depending on what your definition of best is, why should the best director on the full board be the chair of the nom/gov committee?

Bonnie Gwin: In my opinion, it is an incredibly critical role. You’re talking about a director who is helping guide the board in not just developing a great composition for the board that is strategic and focused…, but also a director who understands the culture of the company and the board that they’re trying to build. You really need an outstanding director who understands that mix between composition and culture and can work closely with the board to get it right.

Thomas Bakewell: Bonnie is spot on in terms of composition and having the right team around the table. The other magic that you need in a terrific nom/gov chair is somebody who can draw people out, spot talent, make sure everybody gets heard, [and] really…build the team. Coming from a baseball town where we have a pretty good manager [who] wins a lot of World Series, we know the value of having a great person who can draw everybody out and get the team to work together. It’s really [about teamwork] … and using a lot of the tools that are available today. One of the trends in tools is…much more thorough and in-depth evaluations. [These are] … not just check-the-box or check-the-list [exercises] but in-depth individual board evaluations to know what’s really going on in the boardroom and among directors.

Clark: NACD [held] a combined meeting of the NACD Audit Committee Chair Advisory Council and NACD Risk Oversight Advisory Council. … It was invaluable for both sets of committee members. How do you feel about [meetings between committees] … whether it’s audit and risk [or] compensation and nom/gov? Do you think those interrelationships of committees should be enhanced or promoted?

Gwin: Generally speaking, transparent communication across all the committees of the board is essential. It’s essential for a high-functioning board. And in particular where you have, for example, [the] nominating [and] compensation [committees], there’s a lot of interplay between them and the issues they’re addressing. I think it’s important to ensure that there [are not only] good transparent lines of communication between those two committees, but frankly across the whole board.

Bakewell: The magic ingredient is how people work together, and part of that key element is how they communicate. The old approach to boards was everybody showed up the day before the board meeting [and] went to the committees. A lot of times people went to every committee [meeting]. What’s the point [now]? You don’t have the time. You don’t have the energy. You don’t have the resources today. So how do you have a board where everybody trusts each other and they communicate? If you’re not on the audit committee and important issues come up…, can you simply pick up the phone and reach out to the audit committee chair, or is there another process that’s very helpful for you to get the information you need?

Clark: Please give us one last piece of wisdom.

Gwin: The piece of wisdom I would share is the importance of long-term succession planning. We’ve talked about that several times, but I really think, looking at board composition [and] board dynamics… over the next four or five years…is very important.

Bakewell: I would say my secret sauce is [that when looking at director candidates] it’s not so much [looking at] … particular talents, [because] everybody can look at a resume and see what somebody has. They’re going to see if they’re a CEO, [or] they’re skilled in marketing. The real magic is [asking], “What is their true personality? Are they a ‘driver’ personality? Are they a curmudgeon?” Sometimes boards need curmudgeons. Is somebody a strategic thinker, or is their skill set not [being] a strategic thinker but taking strategy and converting it into action? What have they done in their past experience that really makes them qualified for this role?

Clark: Well I think we’ve got all the synapses popping. I wanted to thank the both of you for joining me today.

Additional Resources:

Report of the NACD Blue Ribbon Commission on the Governance Committee: Driving Board Performance

NACD Resource Center: The Nominating and Governance Committee

Report of the NACD Blue Ribbon Commission on Board Evaluation: Improving Director Effectiveness

William Young is the editorial and research assistant for the National Association of Corporate Directors.

Diversity as a Business Imperative

Published by

The last day of the 2012 NACD Board Leadership Conference is packed with panels of leading minds in business. Managing Director and CFO Peter Gleason opened the day by introducing a session on the new Blue Ribbon Commission Report on board diversity, released to attendees yesterday.

The session, moderated by NACD Chairman Barbara Hackman Franklin, featured two of the commission’s co-chairs: Curtis Crawford, president and CEO of XCEO; and Cari Dominguez, the former chair of the U.S. Equal Employment Opportunity Commission and director at Manpower. The panel also included Commissioner Solomon Trujillo, corporate responsibility chair at Target and Bonnie Gwin from Heidrick & Struggles.

Franklin, also a commissioner, provided an overview of the report’s highlights. First and foremost, diversity in the boardroom is a business imperative–a means to competitiveness. A board’s performance relies on knowledge of the company and its operating environment. As such, board composition should reflect the company’s stakeholders, particularly employees and customers. While each board will approach diversity differently, the report outlined four tasks that are essential to any process:

1. Review and evaluate board composition.
2. Expand horizons for seeking candidates.
3. Improve director evaluations.
4. Preserve, enhance, or consider adding tenure limiting mechanisms.

The panelists went on to discuss the business case for board diversity. According to Crawford, to have the best board, it is necessary to seek out the best talent available. To find where the best talent resides, the board should not limit itself to only seeking certain dimensions. Dominguez agreed, noting that diverse demographics represent an increasing segment of purchasing power. However, just as ketchup and salsa are both popular condiments, including diversity in boardroom composition “does not shrink the pie, it grows the pie.”

From his experiences as a business leader globally, Trujillo observed that differentiation and diversity are critical in obtaining a competitive advantage. “Directors have a fiduciary duty” to place diversity as an item for discussion. From the vantage point of an executive recruiter, Gwin noticed that at companies that embrace diversity, it is advocated for by the CEO and the most senior independent director.

Related Resource: