Rethinking Board Refreshment '- Role of the Nominating & Governance Committee Chair

Dottie Schindlinger

Rethinking Board Refreshment – Role of the Nominating & Governance Committee Chair

Listen to Episode 19 on Apple Podcasts

Guest: Leslie Campbell, nominating & governance (nom/gov) committee chair for 1800PetMeds and Coupa Software and board member of Bideawee, Inc.

Host: Meghan Day, Director of Directors’ Experience, Diligent

In this episode:

  1. How can nom/gov chairs make the most of their role? Campbell advises offering fresh perspectives, probing questions, and a lot of listening.
  2. How can nom/gov committees help maintain transparency? Expand the definition of stakeholders, and tell stories about good things the company is doing.
  3. What does an effective board refreshment process look like? Think about optimizing the talent you already have, in addition to replacing directors.

Summary:

As the pace of change accelerates, shareholder expectations intensify, and diversity, community, and ESG issues rise as priorities, board composition must include individuals with unique but complementary skills and experience. Achieving this fine balance is the job of the nom/gov committee.

How is this role evolving in a changing landscape? What can a nom/gov committee member or chair do to ensure success? In this episode, Leslie Campbell shares insights from her experience as nom/gov committee chair for 1800PetMeds and Coupa Software.

1. How can nom/gov chairs make the most of their role?

When Campbell joined Coupa Software as nom/gov chair, she was tasked with the challenge of setting up the committee structure from scratch. “I think about that particular scenario as a huge opportunity,” she says.

And even if they’re not starting with a fresh slate, nom/gov chairs should observe governance practices with a fresh eye. Campbell recommends asking questions like, “Do these governance practices reflect the way we know it can be today? Are these structured in a way that reflect best practices, as well as the mission and values that exist today?”

Campbell emphasizes the importance of revisiting the company’s mission, vision, and strategy, all of which were likely put in place many years ago.

“If you’re stepping on as chair of a committee for the first time, you need to spend a lot of time listening to how things evolved so you understand the background of what you’re actually inheriting.”

– Leslie Campbell

From there, she says, “Talk to the board about what you see. They’re expecting you to do that.”

2. How can nom/gov committees help maintain transparency?

As issues like diversity continue their rise into the spotlight, more eyes are on the nom/gov committee to share how the company is addressing relevant challenges.

It’s a growing audience of customers, employees, investors, and communities. And All of these stakeholders have a much louder voice these days. “They’re more vocal and transparent about the things they’re asking their companies to disclose and do,” Campbell points out.

“Companies are now tasked with thinking about all the stakeholders that they have: customers and employees and investors but also the communities we serve and the environment in which we operate.”

– Leslie Campbell

Stay proactive in public disclosures and maintain consistent outreach, Campbell advises. Engage with stakeholders to see what’s on their minds. Finally, focus on the positive by telling stories about the good the company is doing.

3. What does an effective board refreshment process look like?

While many think of board refreshment as a matter of adding, removing, or changing members, Campbell encourages nom/gov chairs to also think about how they can optimize the talent that already exists on the board.

For example: Do you fully understand the capacity of each board member? Are you getting the most from their individual expertise? Is your director facilitating conversations that ensure everyone is fulfilling their potential?

According to Campbell, “Members should be talked about in nom/gov as the board continues to evolve to ensure everyone is contributing at their highest level.”

“Before you think about moves adds and changes, you should focus on how you’re optimizing the talent you already have on the board.”

– Leslie Campbell

Also in this episode…

Campbell and Day talk about how board operations overall will differ a decade from now. “The amount of information we’re going to have and the speed with which it is coming at us is going to be dramatically different,” says Campbell. “We have to be more organized and methodical about how we gather and absorb and take action on that information.”

Listen to Episode 19 on Apple Podcasts

Episode resources:

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Dottie Schindlinger

Dottie Schindlinger is Executive Director of the Diligent Institute, the governance think tank and research arm of Diligent Corporation. In her role, Dottie promotes the intersection of governance and technology as a recognized expert in the field.' She co-authored Governance in the Digital Age: A Guide for the Modern Corporate Board Director, '2019, John Wiley & Sons Publishers, and is creator and co-host of The Corporate Director Podcast, a fortnightly show featuring corporate directors sharing their stories about modern governance.''

Dottie was a founding team member of BoardEffect, a board management software platform launched in 2007 focused on serving the needs of healthcare, higher education & nonprofit boards. Prior to BoardEffect, she spent 15 years working in a variety of governance roles, including as a board support professional, consultant, trainer, board member, and senior executive. 'Dottie serves as the Vice Chair of the Board of the Alice Paul Institute, and is a Fellow of the Salzburg Global Seminar.' She is a graduate of the University of Pennsylvania.