Tag Archive: Nominating and Governance Committee

How Does Your Board Define Age Diversity?

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Paula Loop

Age diversity is an important factor to achieving diversity of thought. That’s how 91 percent of directors responded in our 2017 Annual Corporate Directors Survey. They even rated age diversity higher than any other element of diversity, including gender and race. However, we noticed that more than half (52%) of directors said they have age diversity on their board and don’t need any more of it. Herein lies the disconnect: Our definition of age diversity differs from that of most directors.

So what does age diversity mean to corporate directors? Maybe it means their board has directors who are in their 50s, 60s and 70s. Or perhaps they have one director who is 55 and one who is 80. With an average age of 63 for independent directors on S&P 500 boards (and going up), what it likely means is that they don’t have many directors who are 50 or younger. In fact, there are more directors aged 75 or older in S&P 500 boardrooms than there are 50 or under, according to our new research paper, Board composition: Consider the value of younger directors on your board. That figure demonstrates that there really isn’t a broad definition of age diversity.

To find out more about age diversity on US public company boards, we analyzed the population of directors aged 50 or under serving on boards of S&P 500 companies as of the end of 2017. We wanted to see who these directors are and what their board service looks like. What we found out is that there really aren’t many of them at all: According to our analysis of BoardEx data, directors aged 50 or under make up only 6 percent of the seats on S&P 500 company boards.

What does this mean for your board? First, if it hasn’t already, your board should consider age diversity and determine what it means for your company. Second, you might consider adding a younger director or two to the board. Most younger directors (96%) have active jobs or roles, so they can bring critical workforce skills and know-how back to the boardroom. They are more likely to have hands-on experience with newer technologies like artificial intelligence or the internet of things, technologies that companies are investing in and adopting to get ahead and stay competitive. And, in many cases, younger directors are closer to the consumers that their companies are targeting. They’re also closer to millennials, whose spending habits and workplace expectations are turning traditional marketing and human resources processes and plans on their heads.

We know that board composition and refreshment is a hot topic today, and the topic of age diversity is a good conversation for boards to have. Though there’s not one accepted dictionary definition of what age diversity is, boards may also want to develop an agreed-upon understanding about what it means to their board—and why all aspects of diversity make for healthy board discussions and better board performance.

One of the most interesting data points that came out of our new report details how companies made room for younger directors. For 62 percent of the S&P 500 board seats held by independent directors 50 and under, companies increased their board size to accommodate them. The board did not wait for traditional succession planning tools to play out, such as a director leaving the board due to retirement or term limits. Increasing board size to bring younger directors on as soon as possible indicates a real desire for and appreciation of the value those individuals would bring to the boardroom. That alone should tell you that age diversity is something to consider for your board.

Explore NACD’s One-Stop Shop for the Nominating and Governance Committee

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NACD takes pride in being not only the voice of the director but also a center of knowledge on governance-related topics. Our research team generates thought leadership, issue analysis, and practical guidance in various formats throughout the year—and you may find out about these new resources through e-mail, here on the blog, or by visiting our home page.

Visit the NACD Nominating and Governance Committee Resource Center.

If you’re looking for detailed support on a particular governance topic, our collection of Resource Centers should do the trick.

What’s a Resource Center? Resource Centers are online portals curating our most relevant and recent content about major board responsibilities, emerging issues, and core governance requirements. The resource centers also highlight advisory services, upcoming events, and replays of recent webinars. 

Resource Centers are the best way to explore the depth and breadth of NACD’s offerings on a particular topic. If we don’t have a resource center now for a particular topic, one is likely in the works.

Our department recently released the Nominating and Governance Committee Resource Center to present our most relevant content on the topic. We aim to help directors solve for hot-button issues like shareholder pressure to diversify the board and C-Suite, and support perennial activities such as strengthening the relationships between independent and inside directors. Complementing our own thought leadership, we recently partnered with Egon Zehnder to bring our readers even more insights about the role and responsibilities of the Nominating and Governance Committee.

Below we have highlighted a sample of helpful materials from this Resource Center, by section.

Thought Leadership & Research

Report of the NACD Blue Ribbon Commission Report on Building the Strategic-Asset Board (member exclusive); Executive Summary (open to all) – Scrutiny from investors and other stakeholders has never been greater. This report lays out a roadmap that directors of any organization can use to develop a continuous-improvement plan to attune their skill sets and processes to current and future needs.

Expert Commentary

Egon Zehnder’s Board Effectiveness Reviews (open to all) – The oversight responsibilities of the board have taken on a new level of complexity. Disruptive business models can come from any direction, and the types of risks the board must monitor have multiplied. Board evaluations can help directors review their performance, exceed standards, and satisfy investors.

Boardroom Tools & Templates

Sample Nominating and Corporate Governance Committee Self-Evaluation (member exclusive) – Is your board convinced that self-evaluation is important but needs some guidance to get started? This template provides sample questions to kick-start the nominating and governance committee’s self-evaluation process.

Industry & Global Perspectives

Guide to Board Composition for Energy Companies Emerging from Bankruptcy (open to all) – Every sector faces unique challenges. While NACD is here first to help with big-picture governance questions, our resources also address granular topics. Egon Zehnder’s report on how to structure board composition for an energy board is a great example of industry-specific knowledge offered to boards.

Videos & Webinars

How to Select the Nominating and Governance Committee Chair (open to all) – What star qualities do you need to look for when selecting a director to chair the nominating and governance committee? Two experts share what they’ve learned through their work with boards to find the perfect fit.

If you can’t find what you need on the Nominating and Governance Committee Resource Center, please let us know. We want to be responsive to directors’ needs and concerns.

‘Secret Sauce’ for the Nominating and Governance Committee Chair

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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.