This webinar from Diligent explores best practices for board refreshment, succession planning, onboarding, identifying and recruiting new corporate directors. Led by Meghan Day, Director of Board Member Experience and Dottie Schindlinger, Vice President of Thought Leadership for Diligent, the webinar took place on November 14, 2019.

1. Your Best
Boardroom
Building
How to Find the Right Directors for a Complex Future

2. HOUSEKEEPING
You’ll get slides
and resources
via email
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question
at any time
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we did in
the survey

3. POWERING THIS WEBINAR
Insights from Governance in the Digital Age

4. POWERING THIS WEBINAR
Insights from The Directors’ Experience

5. POWERING THIS WEBINAR
Insights from The Diligent Universe
16,000+
organizations
650,000+
users
80+ countries 50%
Fortune 1000

6. Part I
Challenges to Building
a Modern Board
Part II
Modern Boards:
Priorities & Practices
Part III
Modern Governance Tools

7. Part I
Challenges to Building
a Modern Board
Part II
Modern Boards:
Priorities & Practices
Part III
Modern Governance Tools

8. Part I
Challenges to Building
a Modern Board
Part II
Modern Boards:
Priorities & Practices
Part III
Modern Governance Tools

9. I. Pace of today’s digital landscape
II. Shareholder pressures
III.Longevity of a board seat
CHALLENGES TO BUILDING A MODERN BOARD

10. PACE OF TODAY’S DIGITAL LANDSCAPE
Challenges to Building a Modern Board
Average Company Lifespan on S&P 500 Index
Years, rolling 7-year average
Source: Innosight 2018 Corporate Longevity Report

11. I. Pace of today’s digital landscape
II. Shareholder pressures
III.Longevity of a board seat
CHALLENGES TO BUILDING A MODERN BOARD

12. SHAREHOLDER PRESSURES
581
In 2018, State Street Global
Advisors voted against directors at
“
State Street Global Advisors Report
companies around the
world that had no female
board members.
Challenges to Building a Modern Board

13. I. Pace of today’s digital landscape
II. Shareholder pressures
III.Longevity of a board seat
CHALLENGES TO BUILDING A MODERN BOARD

14. LONGEVITY OF A BOARD SEAT
Source: 2019 US Spencer Stuart Board Index
Board Average Tenure for Independent
Directors
24%
5 years
or less
61%
6-10
years
14%
11-15
years
1%
More than
15 years
Challenges to Building a Modern Board

15. Part I
Challenges to Building
a Modern Board
Part II
Modern Boards:
Priorities & Practices
Part III
Modern Governance Tools

16. I. Board Refreshment
II. Board Succession Planning
III.Onboarding
MODERN BOARDS: PRIORITIES & PRACTICES

17. BOARD REFRESHMENT
Modern Boards: Priorities & Practices
49%
of directors say that
someone on their
board should be
replaced.
“
2019 PwC Corporate Director Survey

18. COMMIT TO EVAULATIONS
28%
of directors say that
their board made
no changes
following the last
board evaluation.
“
2019 PwC Corporate Director Survey
Board Refreshment

19. COMMUNICATE EXPECTATIONS
As new members arrive, board
leadership should set the stage: Here’s
why you’ve been recruited. Here’s how
long we expect you to serve. Here’s how
frequently we assess board composition.
“
Board Member at The Directors’ Experience
Board Refreshment

20. START WITH BOARD LEADERSHIP
Our board chair is the first person to
raise her hand and is very artful in
leading these difficult discussions. When
the chairman sets that tone, it’s adopted
by the rest of the board.
“
Board Member at The Directors’ Experience
Board Refreshment

21. I. Board Refreshment
II. Board Succession Planning
III.Onboarding
MODERN BOARDS: PRIORITIES & PRACTICES

22. CONSIDER THE INTERPLAY OF SKILL SETS
Board Refreshment
There isn’t a single business that isn’t
going to be impacted by technology, and
so I think that every board needs to have
a core of two or three digital directors.
“
Betsy Atkins, Board Member
Source: Governance in the Digital Age

23. DRILL DOWN ON DESIRED PROFILE
Board Refreshment
Source: Governance in the Digital Age
Boards need to do better jobs crafting their board profiles
and understanding the areas they need to strengthen.
If the board is looking for cybersecurity expertise, for
example, it’s important to understand the types of
business questions the boards wants to address…
“
Anastassia Lauterbach, Board Member

24. DRILL DOWN ON DESIRED PROFILE
Board Refreshment
…Someone who understands how to
protect networks might not be the right
person for harnessing technological
innovation for competitive advantage.
“
Anastassia Lauterbach, Board Member
Source: Governance in the Digital Age

25. DRILL DOWN ON DESIRED PROFILE
Board Refreshment
Source: Inside America’s Boardrooms
I do think it’s important to [recognize that], for many
years, CFOs have been ‘single-skilled directors,’ and
somehow that’s okay. Yet, if someone is a marketing
expert or a product expert or a cybersecurity expert,
we worry about them…
“
Jason Baumgarten, Spencer Stuart

26. DRILL DOWN ON DESIRED PROFILE
Board Refreshment
…It really comes down to the person: Are
they a broad business-thinker, first, who
has happened to accumulate specific
experience and skills in those areas?
“
Jason Baumgarten, Spencer Stuart
Source: Inside America’s Boardrooms

27. EVOLVE THE SKILL MATRIX
Board Refreshment
The matrix process can be somewhat
administrative. But it’s really about
the discussions you’re having in the
boardroom...
“
Hilliard Terry, Board Member
Source: Inside America’s Boardrooms

28. EVOLVE THE SKILL MATRIX
Board Refreshment
Source: Inside America’s Boardrooms
It’s [about] thinking through (1) the strategy and
where the company is going…and (2) using an
assessment of your current board members to
see if you have those skill sets. If not, where are
the holes?
Hilliard Terry, Board Member
“

29. I. Board Refreshment
II. Board Succession Planning
III.Onboarding
MODERN BOARDS: PRIORITIES & PRACTICES

30. ONBOARDING
Modern Boards: Priorities & Practices
16%
of all new S&P
500 directors
were age 50 or
younger
Source: 2019 US Spencer Stuart Board Index
New Director Snapshot
27% 69% 74%
of were first-time
directors (i.e.,
joined first public
company board)
of all first-time
directors were
actively employed
of all first-time
directors were
female or minority

31. Source: Inside America’s Boardrooms
There was a time when new board members were
expected to be quiet the first year, and that’s no
longer the case. Boards expect people to contribute
right away, and new directors want to contribute.
But there’s a lot they need to learn before they can
be really effective.
“
Julie Daum, Spencer Stuart
ONBOARDING
Modern Boards: Priorities & Practices

32. ONBOARDING
Modern Boards: Priorities & Practices

33. Structured Multidimensional Interpersonal Ongoing
ONBOARDING
Modern Boards: Priorities & Practices

34. • Set expectations
• Specify ownership
• Tailor accordingly
Structured
ONBOARDING
Modern Boards: Priorities & Practices

35. • Company & Strategy
• Board & Committee Process
• Board Culture & Dynamics
• Legal & Administrative
Multidimensional
ONBOARDING
Modern Boards: Priorities & Practices

36. • Relationship building across the
organization
• “Board Buddy”
Interpersonal
ONBOARDING
Modern Boards: Priorities & Practices

37. • Continuing education
• Social activities
Ongoing
ONBOARDING
Modern Boards: Priorities & Practices

38. Part I
Challenges to Building
a Modern Board
Part II
Modern Boards:
Priorities & Practices
Part III
Modern Governance Tools

39. NACD & DILIGENT NOM GOV APP
Modernizing the boardroom to improve performance
• Instantly review and compare your board’s
composition and effectiveness against peers
• Analyze director networks and relational paths
• Build a diverse board through our extensive
database of director biographies
• Access within Diligent Boards or stand-alone
web app
• Discount for NACD members

76. Interested in seeing more?
Call us:
1 877 434 5443
Email us:
info@diligent.com

77. Thank You!
Dottie Schindlinger
dschindlinger@diligent.com
@GovTechGeek
Meghan Day
mday@diligent.com
@deghanmay
insights.diligent.com