When asked to choose the three areas where their board needs the most improvement, board composition and director succession planning rose to the top, cited by 52% of directors. Close behind was board evaluation and culture of continuous improvement, identified by 44% of respondents. Surprisingly, the third most common improvement area was the quality and flow of information from management to the board, cited by 39% of directors even though 50% of directors also identified it as a strength. See Board snapshot.
Board composition and succession: Filling knowledge gaps
Directors put board composition and succession at the top of their list for improvements, which reflects the importance of getting this right in an environment that can change faster than traditional refreshment cycles can accommodate. “The biggest challenge for boards over the next five years will be director obsolescence,” said one director we interviewed. “The pace of technology is changing so fast, and the change in business models is accelerating.”
That risk makes it imperative for director tenure to include thoughtful consideration of skill relevance and performance and not be based solely on age-limit policies. One of our interviewees stressed that boards must “constantly think about succession and not hesitate to ask a director to step down before they’ve reached retirement.” Board and committee leadership transitions should be part of the calculus, with clear processes around succession plans, performance feedback and timelines so these changes are as disciplined and expected as any other refreshment decision. Yet some directors may struggle to acknowledge when their skills or experiences no longer align with what the company most needs.
On that point, our survey results reveal a notable trend. Many boards are taking deliberate steps to proactively refresh their membership to align with evolving business needs. Nearly half of the directors surveyed (46%) reported that, within the past three years, their board has transitioned one or more directors off the board before they reached a formal age or term limit. The most common reason? To make room for new directors with needed skills.
At the same time, evidence of proactive board refreshment has been uneven. Nearly half of boards have not proactively transitioned any directors in the past three years, and notably, 7% of directors report that while their board has discussed asking a director to step down prior to the official retirement age, they ultimately took no action.
Directors we interviewed identified two keys to effective board refreshment: setting expectations around tenure with prospective directors during their candidacy and regularly discussing how the board’s composition needs are evolving with the business. Some also emphasized the value of depersonalizing refreshment decisions through a formal or (more commonly) informal tenure-limiting mechanism, such as an average board tenure goal that the board manages against. A 10-year average across all board members was often cited as a goalpost.
A look at board refreshment