The Director’s Dilemma – November 2021 Edition
Contribution by Ricardo Bäcker, Founding Partner at Bäcker & Partners / AltoPartners Argentina. Ricardo is one of the most senior Executive Search consultants in the market, and has developed much of his career in leading International Firms.
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The Director’s Dilemma - November 2021
This month our board is a volunteer association that has gone from starved to replete and needs to handle the potential relationship fall out.
Maria is the newly anointed chair of the people and culture committee of a large not for profit organisation whose board had been stagnant for many years. When she joined last year, she was the first new director since 2008. The directors were thrilled to have her and created the committee with a view to revitalising the board.
Maria’s committee undertook a major piece of work to reach out to the members and seek nominations for the board. Several directors wished to retire, and it was a good time to bring in some fresh new directors without any worries about upsetting long-serving contributors.
There are four vacancies, and no incumbents are up for re-election. Six great members have put their names forward. Maria is now worried because she hears that all six are thinking they will be elected and they can’t, it would exceed the maximum board size in the constitution.
What can Maria do to avoid alienating any enthusiastic volunteers and to get access to the inspiration and energy that all the candidates offer?
Maria’s concern is not to upset valued members and at the same time, her focus is to add the best possible directors to the Board. She is actually in a good position because she has more interested, strong candidates than vacancies.
It is probable that any evaluation done by her or other Board members will be biased by the knowledge they might have of the applicants or by the fear to upset them. The best solution is to hire an external professional firm that understands board evaluations, succession planning and leadership development. This firm will start by asking the right questions which will lead to understanding and defining the priorities of the Board in the present environment.
Putting these needs on paper, and adding a diversity policy, will help formulate a comprehensive board seat specification. Thereafter, the six applicants will be interviewed by the firm. They will explain the process and ask the right questions without giving the impression of an examination. This will ensure the selection process is without biases or preferences and is conducted in a professional way.
The firm will discuss the findings with Maria, and it will become clear which candidates to prioritize, and ultimately which ones to appoint. Maria will communicate with the selected ones and finalise their appointment. As a last step a clear communication of the results should be given personally by Maria to the members that were not selected.
The end result would probably be that no one will remain with hard feelings and that the composition of the Board will be the best possible.
Having a plethora of enthusiastic volunteers could be a great opportunity for Maria. The work her committee undertook would create a solid foundation for a successful board revitalisation and refreshment programme.
The maximum number of board members will be set out in the Constitution and must be complied with. The process for electing new board members from the membership will also be set out in the Constitution and the board may have limited influence in that process.
Assuming four of the six board candidates are successfully elected - what can Maria do to ensure the two candidates who miss out remain engaged? As Chair of the People & Culture Committee, there are a number of alternatives she could consider exploring:
the board sets up an aspiring or future director programme, offering the two unsuccessful candidates to be the first participants. This would enable them to learn about the workings of the board, gain improved understanding and ultimately be strong future board candidates.
each person is co-opted onto a board committee where their specific skill sets and expertise are a good match (provided the Committee Charter or Terms of Reference allows for this).
co-opting one or both individuals onto the board for a limited period of time, generally twelve months, within an AGM cycle (provided the Constitution allows for this).
if one of the individuals shows interest in the Board Secretary role and the incumbent is anticipating retiring, they could shadow the incumbent as part of an agreed succession plan.
Finally, regarding the four new board members - it’s crucial they are given a well-considered and comprehensive induction. This will give them the best possible start in their new roles.