Combined with the rise of environmental, social, and governance (ESG) investing, the growing acceptance of the implications of stakeholder capitalism and a global pandemic are challenging corporate leadership and boards to do even more to effect lasting change. Today there is heightened public scrutiny and an increased focus on not only the importance of racially and ethnically diverse talent within organizations, but also the racial and ethnic diversity of the board of directors. Investors and stakeholders are demanding companies move beyond diversity statements and toward strategic, concrete actions with demonstrated results to increase racial and ethnic diversity.
While some corporate boards have prioritized gender diversity as part of succession planning efforts to choose candidates for board seats, racial and ethnic diversity have not received the same attention. Will the renewed focus on racial equality, public scrutiny, calls for transparent disclosure of accurate data and the possibility of quotas drive meaningful change in the composition of corporate boards?
Every board has its own dynamic. It is extremely important to have the right kind of leadership “leading leaders” to go beyond “words” and truly improve on diversity. To make an impact and effect lasting change, boards should proactively hold themselves accountable for intentional action into progress regarding diversity in the boardroom.
LEADERSHIP STARTS AT THE TOP
Corporate diversity and board diversity go hand in hand. If companies seek to achieve greater diversity, the work must start with the board. The heightened focus on racial and ethnic diversity and pressure to implement meaningful change, presents an opportunity for corporations and boards to distinguish themselves and take a leadership role.
Boards can expect to be criticized for a lack of diversity and for having similar board members, with similar backgrounds, geographical location, education, and networks. A willingness and interest in diversity does not equal results. To show action with demonstrated results, boards must have available openings. There is still legacy thinking that board service is for a lifetime and a lack of willingness to have the “difficult conversation” to transition a fellow director and “friend” off the board. Even with tenure limiting mechanisms, retirement age limits or maximum terms of service, many directors still look at board appointments as “lifetime” appointments.
A proactive, results-oriented, board succession planning process is not as common as it should be. To accelerate real change at both the board and corporate level, a concerted enterprise transformation approach to diversity with measurable results must be initiated. Companies can and should do this by making concrete commitments and setting timelines for action.
THE NEW MATRIX
Most boards do not have a well-articulated succession plan. The scrutiny on board composition and diversity means boards must develop near, mid and long-term succession plans and demonstrate action into results. Boards must also look to shift their talent-sourcing criteria, as the current, and somewhat archaic, standards have resulted in a small and homogenous pool of candidates that misses out on a broader and more diverse pool of talent. Experience as a chief executive officer or experience on a public company board has historically been a must-have credential. While there are merits to having a sitting or recently retired chief executive officer on a board of directors, this has contributed to a lack of diversity in the boardroom.
Boards must look beyond sitting and recently retired CEOs as the primary pool for director talent. Considering executives with experience in technology, human resources, marketing, and risk management, among others, is an action that will have results for underrepresented groups.
Although the climate companies operate in constantly evolves, the matrix remains constant, with active and retired CEOs, CFOs and financial executives and governance experience prioritized. Skills and experience such as risk management, marketing, legal and human resources have not shown great gains. Chief Customer and Marketing Officers bring experience in digital transformation, customer relationship management and loyalty, mobile platforms, and omnichannel strategy. This is, for example, very relevant experience for any consumer-facing company.
Today, boards are very focused on issues around talent, culture, and executive compensation. This was not the case two years ago. Boards are increasingly expected to be proactive in setting the tone at the top and shaping a corporate culture that does not tolerate bad behavior, including sexual harassment. As another example of a skillset that has not been prioritized, the Chief Human Resources Officer can help guide management on the potential impacts of COVID-19 on executive compensation across stock market volatility, incentive goals, pay reductions and motivating employees. Most boards do not have directors with human resources expertise and do not consider that experience as part of its board recruitment process.
The “new talent matrix” will include skillsets previously dismissed. This is an action that can have an impact on diversity in the boardroom. If actioned, we will see more first-time directors bringing experience across human capital, legal, marketing and brand, e-commerce, and risk management.
WHAT BOARDS CAN DO
Leverage an ongoing board evaluation process:
- Review board structures and board processes for compliance of governance requirements.
- Agree upon how to prioritize committee work (high, medium, low).
- Agree upon key criteria, skills and capabilities for lead director, committee chairs and full board.
- Review contributions of individual directors, group dynamics and committee effectiveness.
- Ensure lead director and committee chairs are chosen – and performing - in alignment with agreed upon key criteria and clear expectations for the work expected.
Ongoing succession planning:
- Rotate committee members (including the chair) after five years.
- Rotate committee members based on retirements of directors on the board.
Boards that proactively drive a board succession process will be in a stronger position. This kind of work requires strong leadership by the lead director, non-executive chair and chair of nominating and governance. Done intentionally, this work will have positive implications on diversity in the boardroom.
SIGNS OF CHANGE ON THE HORIZON
The outlook for long-term change in the corporate world is hopeful. Companies, business leaders and many others have increasingly progressed towards meaningful action that champions genuine and profound change.
Diversity of background, thought and experience at the board and C-Suite level leads to better decision making. Yet, despite the years of focus on diversity, the pace of change has been glacial. If there is to be real change, the “call” to diversify the C-Suite and corporate boards must be more than simply a “call.”
If companies seek to achieve true and lasting change, their actions and work will matter more than words. And that work has to start with the board.