Dr. Earl R. Smith II
Managing Partner, The Federal Circle
DrSmith@Dr-Smith.com
Dr-Smith.com

The right board members can insure that the board functions at a high level and covers its fiduciary responsibility to the shareholders. But getting the right members is far harder than it might seem.

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Adjusting the composition of an existing board often proves to be a more challenging engagement than the construction of one from scratch. One of the principal challenges is the establishment of new leadership. A second is to force the evolution of a new and more productive culture. A third is the professionalization of the board. Finally, the question of evolving a new definition of success and mission can prove particularly difficult. One place I generally start is with the Nomination Committee.

Successful board members are successful leaders. The board of directors sets the pace, priorities and holds the corporate management accountable for the execution of the corporate strategy. Board members are expected to act in the best interest of the stockholders and stakeholders of the organization and to ensure the board and its members have no conflict of interests in carrying out its responsibilities. The Nomination committee locates potential new members for nomination to the board of directors. Nomination committee members should always consider the following characteristics as critical to all potential board members:

        1. Board Needs
        2. Leadership Style
        3. Communication Skills
        4. Expertise

The first consideration the Nomination Committee should be the needs of the board. All members of the Nomination Committee should have a deep understanding of the challenges the board will face, the overall strategic plan and the strengths and weakness of the corporate management. No matter how good a potential board member may be, if they do not fit the needs of the board little good will come of adding them to the board.

Every board has its own personality, and a unique manner in carrying out its function of oversight. The CEO should be able to voice his concerns and doubts to his board with the knowledge the board will work to overcome problems and support the CEO in his leadership. New board members should possess leadership styles compatible with the CEO and other board members. Too much CEO involvement in the board nomination process will circumvent the board independence requirement, while too little CEO involvement may result in a board the CEO cannot work with.

A successful board member will have confidence in his abilities, assertiveness with his ideas, and yet have a mutual respect for the abilities and ideas of his fellow board members. A board culture that prizes open discussions and the respectful interjection of competing ideas will often surprise its competition and earn a reputation for flexibility and being a maverick in the marketplace.

Successful board members will need the ability to be great communicators. communication skills in the board room will be required to adequately express ideas and contribute to the strategic plan. Communication skills will also be important in conveying critical messages to corporate management and the media. Communication skills should be a key component of the criteria any Nomination Committee establishes during a board member search.

Organizations often use board members to perform professional services or to offer advice on regulatory requirements or legal issues. A board expecting this type of service from a member should disclose this information to candidate before they nominated. Regulation has been a fact of life for board members for many years however since the enactment of Sarbanes-Oxley the regulatory environment has become extremely time-consuming.

Boards impacted by Sarbanes-Oxley need to ensure an adequate number of board members understand the reporting requirements the regulation imposes on boards. Boards operating in the pharmacological industry for instance should ensure board members have successfully negotiated the FDA regulations. However, a board should also have a few board members from outside the industry to add new ideas to strategic discussions.

Board composition is a critical piece of the puzzle in how effective and efficiently it functions. Selecting a new board member or a new slate of officers can change the dynamics of an organization. The Nominating Committee should carefully and thoughtfully review the needs of the organization and as many of the candidates characteristics as possible.

© Dr. Earl R. Smith II

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Dr. Smith is Managing Partner of The Federal Circle. The Federal Circle partners with teams and existing companies. We help them up their game and win big in the Federal space. We also arrange funding for acquisitions and expansion by acquisition. Our model is based on the belief that, if you select the very best and work with them in a highly professional and focused manner, the results will be truly amazing. He is the author of Amazing Pace: Turbo-charged Business Development – a book that shows how Advisory Boards can dramatically increase revenue. Dr. Smith is also the author of Dream Walk: Parables for the Living – a book of Raven Tales and exploration.

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