At this time of year, many boards are refreshing their leadership ranks. We often see a changing of the guard in the board chair role that trickles down to committee chairs. After the subsequent shuffling of directors among committees, many of us are wondering which end is up.
The way in which a board pursues this team draft depends on policy and, to some extent, tradition. One of my boards gathers directors around a white board and collectively balances our preferences and skills against the organization’s needs. Another has a more formal process of expressing interests to the board chair, who then strikes his or her ideal committees. Regardless of the process undertaken, directors may end up in a role they don’t immediately covet.
If you find yourself in this situation, all is not lost. Although prime board roles were easy to identify in the past, the decreasing popularity of executive committees has shaken up the hierarchy. Today, our potential for impact is what we make it, particularly in 3 underrated leadership roles that have become my favourites.
Vice Chair: More Than a Lady in Waiting
The vice chair role reminds me of the vice president of the United States. On a typical day, the vice may not have a great deal to do, as long as the top dog is healthy and up to the job. A motivated vice chair needn’t wait in the wings, however, to carve out a role.
A few possibilities include representing the organization at external events and serving as a coach or mentor to the CEO. If the CEO needs a director perspective on the strategic planning process, the vice chair may raise his/her hand. And when new directors have questions about process or priorities, they might ask the vice for answers. The right role will depend on the vice’s strengths and relationships, but the sky is the limit, assuming your chair – and the rest of the board – supports your sense of initiative.
That Time I Developed a Surprising Passion for the Nominations Committee
In my early days as a director, I didn’t give the nominations committee much thought. Once they had blessed my candidacy, I sailed on to committees within my more quantitative comfort zone.
Years later, I found myself chairing the nominations process at MEC. A quick review of our mandate from the board revealed the political minefield that would be my workspace for the next year. How had I previously thought this was an easy job? I often struggle to convince a group of where to make a dinner reservation. Aligning the board’s read of people felt like an impossible task.
Fortunately, my experience was unconditionally positive. We debated complex policy issues that determined the people, skills and experience around our table. As my colleagues reflected on their impressions of candidates, they revealed pieces of themselves usually kept hidden. And I learned to speak as a more confident committee chair, armed with a crisp fact base to support the committee’s findings at board meetings and our AGM.
HR & Compensation Committee: Show Me the Money
A few years ago, the swirl of attention around Sarbanes-Oxley and accounting irregularities made audit committee members feel like rock stars. Today, the HRCC is enjoying similar attention in the wake of say on pay votes and jaw-dropping CEO bonuses. Even without the media hype, there is something secretly appealing about deciding what an individual is worth.
Before you dismiss the HRCC as the domain of soft skills, consider the kinds of responsibilities you’ll find there. Succession planning and evaluation of the CEO are just the beginning. The creation of long-term incentive plans is a complex task that demands compensation consultants and rigorous scenario analysis. And don’t get me started on pension plan oversight. After a single HRCC meeting, I knew I was standing in the middle of one of the most important governance topics facing an organization.
Regardless of the role you play on a board, you are bound to find a silver lining. I hope you dig in to the work and take note of the learning opportunities and potential impact you may not have known were there all along.
Question: How have your various board roles surprised you? What opportunities would you encourage other directors to pursue?
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