Board refreshment

Addressing shareholder concerns

In the 2015 proxy season, directors will very likely hear institutional investors and activist shareholders voice concerns about—or call for—board refreshment. To arm yourself to respond, it is useful to assess your board’s composition, understand how that composition relates to the organization’s strategies, and have robust board performance assessment and board succession processes in place.

Useful questions for a board to ask itself to clarify issues of composition and refreshment include:

  • Does the board have the skills, ex­pertise, and experience required to advise management on the organization’s strategy and associated risks?
  • How does the board identify gaps in those areas?
  • Are board members recruited with an eye toward filling gaps?
  • How does the board go about refresh­ing itself?  
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