News and Views
March 15, 2018
Posted in: WATSON Views
Elevate the board. Get out of the weeds. Raise your perspective. For years, governance experts have been chanting these mantras to help boards enhance their contribution. And, for the most part, boards are embracing practices and processes to slide further along the operational ↔ strategy continuum. But when it comes to board stewardship, boards need to reverse their tack. They need to dig deep, get deliberate and dive into the details. Need proof? Look no further than the skills matrix, the poster child for a thoughtful approach to board renewal. Over time, the skills matrix has found itself comfortably tucked away in many board’s renewal practices, often a stale list of vague requirements offering little guidance on board recruitment priorities. Herein lies the challenge. Getting the right people to the table is the first step to a well-functioning board. In order to do this well, you need to dust off your skills matrix and put it to work for your board.
A well-crafted skills matrix is more than just a document that tells us we need a lawyer, an HR expert and a fundraising guru. It sets out the skills, experience and diversity considerations that, when realized, allow your board to function at its best. It defines not only the expertise required at the table, but also sheds light on the attributes essential to a high performing board.
The skills matrix is perhaps one of governance’s strongest examples of the power of process. It requires a combination of diligent committee work, director engagement and forward-looking governance. The dialogue, debate and reflection around the table helps create a living document that shapes the board’s composition and, ultimately, contributes to the organization’s success.
Maximize the Process
The creation of the skills matrix is an all-board endeavor. However, it is common for the Governance Committee to lead the process, gather data, develop the documents and seek full board involvement at key times in the process.
1. Start with strategy. Identify what skills and experience the board will need in the future to maximize its contribution and impact. Engage the entire board in a conversation to answer:
- What are you trying to accomplish in the next 3-5 years?
- What is the mandate of your board?
- What recent events and expected future challenges does your organization face that your board should be responsive to?
- What are the three most important things your board has to accomplish this year? Next year? Over the next 5 years?
2. Define the criteria. Gather input (through surveys and interviews) from all directors to refine what skills, experiences and diversity considerations are needed.
- Prepare a list of considerations in advance and provide directors with the opportunity to contribute additional criteria.
- Expand your definition of diversity beyond gender. Consider ethnicity, geographic location, urban vs. rural, age, etc.
- Rank the results and discuss how to narrow down the criteria.
The game changing step that most boards miss is putting the meat on the bones of their skills, experiences and diversity considerations. Strategy, leadership and communications mean a lot of different things to different people.
3. Drill down.
- Develop 3-5 qualifiers for each requirement that clearly describe the must-haves for your board. Qualifiers should spell out the specific details that differentiate your requirements from any other board’s. Most boards seek directors with leadership experience, but what does that mean for your board? Be specific. (See the sample skills matrix below.)
- Next, establish targets for each of these skills and experiences on the board.
- Do you need three people with governance experience, or five?
- Do you need one financial expert, or two?
4. Solicit feedback and approval from the entire board.
- To avoid rubber-stamping, incorporate thought-starter questions to promote dialogue.
- Look for collective gaps. Conduct a survey where each director considers which skills and experiences on the matrix each of the other directors currently have. Roll up the results in an anonymous report.
5. Integrate the skills matrix into your director renewal process.
- Shape the recruitment strategy based on the requirements. Revisit the skills matrix when considering director nomination, appointment or election.
- Revisit your skills matrix after your annual strategic plan review. Pay attention to seismic shifts in external factors. Typically, you should not need to complete a robust revamp every year; however, there may be specific criteria that merit a deeper dive.
Hey WATSON, when looking for directors based on the skills matrix, do we want a master of none or an expert in a given field?
You may find it impossible to find one director who ticks all the boxes on your matrix. And you should! A board is a team, and the board as a whole should possess the necessary skills and attributes to effectively govern the organization.
Depending on your needs and strategy, the board should have a balance of broad skills and deep subject matter expertise – in a relevant area. If significant organizational transformation is on the horizon, someone with extensive experience in change management is probably of greater value than four directors who have a basic understanding of managing change. On the flip side, a complex public company is probably better served by several directors with governance experience versus one governance expert.
Unlike skills and experience, attributes are an all-director requirement. Be very clear on the culture you want and seek candidates who reflect your values.
Have a governance question?
Drill Down for Impact
Be prepared to invest time and energy to get it right. Dialogue, discuss, and debate until the words on the paper paint a vivid portrait of the future directors seated around the table. When drilling down, consider the following:
Less is less: Vague descriptions create recruitment nightmares. When defining skills and experience, dig deeper to add qualifiers that spell out what you actually mean.
- Do you need someone involved in setting strategy on mergers?
- What expectations do you have around leadership?
- What does “significant experience” mean to your board?
Titles can be misleading: a VP of a 10-person business most likely will not have the same experience as a VP of a large multi-national conglomerate.
Generic categories are meaningless: create descriptions so that the board understands what they are looking for. Without descriptors, the skills and experiences on a skills matrix are open to interpretation and misalignment.
- For example, does “legal” mean just any lawyer? Or is it an employment lawyer? A securities lawyer? Is international experience a must?
Director expertise is not always equal: four years of experience on the TELUS board is not the same as four years on the board of a local not for profit. Consider an aerospace company looking for a board member with experience managing an airline – getting a VP from a regional carrier with three prop-engine planes is not the same as an Air Canada operations leader.
Sample Skills Matrix
SKILLS AND EXPERIENCES
Board members should collectively possess these skills and experiences
|President, Chief Executive Officer or senior officer of a business who has:
|An individual with a CPA designation who has:
All directors should exhibit these personal attributes
|Independence of Mind
Various diversity criteria should be considered. Potential categories are described below
|Directors under the age of 50
Dust off your old skills matrix and bring it to life. You’ll be surprised at the conversations it can spark, the revelations it can surface and the clarity it can bring to your board’s renewal processes. It is the perfect example of where people and process collide.