A solid board succession plan helps your board recruit more effectively as director terms expire and board vacancies approach.
The departure of a board member can cause significant turbulence for organizations that lack a plan for filling the vacancy.
Nominating and governance committees may be forced to scramble to find a replacement, directors’ energies and attentions may be distracted from other organizational priorities, and investors and other stakeholders could lose some level of confidence in the board’s management abilities.
These types of challenges can largely be avoided with proactive board of directors succession planning. A sound succession plan helps boards recruit more effectively as director terms expire and board vacancies approach, yet a recent survey found only 12.5% of nonprofit boards have a written policy for board leadership succession planning.
This guide addresses succession planning best practices, including why organizations need an effective succession plan, the potential benefits of such a plan, and how to build one to help answer the question: Who should be on your board of directors? It also provides a sample board succession plan template to help board leaders get started in developing one suited to the specific needs of their organizations.
Board Turnover Is the Reason to Think About a Board Succession Plan
Rotating board members is an issue most boards face on a regular basis. According to board consulting firm Spencer Stuart, 55% of S&P 500 boards appointed at least one new board member in the past year, with 21% appointing two or more.
Board members leave their positions for any number of reasons. They may leave due to term limits, for the opportunity to serve on another board, or to allow more time to focus on family, health, personal, or professional obligations. In some cases, a board member may pass away, or the board may ask a member to leave who is seen as uncommitted or disruptive to overall board culture, productivity, or progress.
In the case of term limits, board members are required to step down once they have served the terms as defined in an organization’s board bylaws. The latest Index of Nonprofit Board Practices found that 54% of nonprofit boards have term limits for directors. BoardSource, a nonprofit dedicated to providing nonprofits with board best practices, recommends limits of two consecutive three-year terms for nonprofit organizations.
For corporate boards, the National Association of Corporate Directors (NACD) recommends corporate board term limits of 10 to 15 years. Ideally, those terms are staggered to cap the number of terms expiring at a manageable number each year.
The Benefits of Succession Planning
While losing a board member can create challenges — especially when a director’s departure is unexpected or involves short notice — it also creates opportunities.
A vacancy allows organizations to bring in new members with fresh ideas, diverse perspectives, and additional skill sets needed to help organizations navigate ever-evolving industries, technological advancements, competitive environments, or social or community needs.
Sound board succession planning also helps organizations:
- Minimize potential disruption from unexpected departures
- Ensure smooth leadership transitions
- Plan for future leadership needs
- Build the board’s diversity profile
- Continuously assess board performance
- Identify and address gaps in board expertise
- Assure new board members are aligned with organizational needs and strategic objectives
Developing a board succession plan allows organizations to maximize these opportunities as they undergo a changing of the guard, but first they need to know where to start.
How to Develop an Effective Succession Plan
Leaders should understand that creating and executing a board succession plan is not a one-and-done proposition. Rather, it is an ongoing process requiring routine evaluations of board composition and competencies, including regular gap analyses to identify opportunities for improvement to better position the board to meet current or future needs.
Eight fundamental steps in establishing an effective board succession plan include:
1. Establish accountability
Form a board development committee to oversee the board succession planning process, provide accountability, and ensure succession planning becomes ingrained within regular board operations.
2. Build buy-in
Discuss the need for board succession planning and the potential benefits with staff, board, and committee members. This helps them to understand the process and be more engaged.
3. Identify leadership priorities
Examine the organization’s strategic plan and evolving market forces to determine the types of leadership qualities needed to navigate current and future challenges.
4. Routinely evaluate board performance and competencies
Assess overall board composition and performance, as well as the expertise and contributions of individual board members at least annually to identify strengths and potential areas for improvement.
5. Conduct a gap analysis
Analyze the findings from your board evaluations relative to organizational priorities to identify any gaps between current board competencies and what competencies should be added.
6. Keep diversity top of mind
Take the opportunity to increase board diversity in multiple forms — including gender, race, nationality, age, experience, and expertise, etc. Companies with a diverse board of directors ensure more robust and insightful board discussions with a broad range of perspectives.
7. Map upcoming vacancies
Keep a running list in the board succession plan of any known dates for when board members will be stepping down from their positions due to term limits, retirement, or other reasons.
8. Develop a pipeline of candidates
Based on the board assessments and gap analyses, maintain and routinely update a list of potential, qualified director candidates to fill upcoming vacancies in the near future, or within the next few years.
What Changed for Boards in 2021?
Board Succession Planning Best Practices
Following the steps outlined in the previous section will help boards establish effective board succession plans. Organizational leaders and boards need to be strategic in developing and implementing both their initial succession plans and their ongoing board succession planning processes.
Four succession planning best practices are:
1. Be proactive and committed
Developing a board succession plan is in itself a proactive activity. It requires organizations to assess and plan for upcoming transitions in board membership. Yet board leaders often take a limited approach to succession planning, focusing on measurable factors such as term limits or annual board turnover rates.
This first succession planning best practice requires boards to go beyond that and be proactive in thinking about the evolution of the board itself. They should take each vacancy as an opportunity to add value to the board with critical skills, expertise, or new perspectives.
As previously mentioned, board succession planning is not a one-and-done endeavor. Boards must commit to making it an integral part of their routine board processes, with the goal of making continuous improvements as the needs and priorities of the organization shift over time.
2. Understand what your board needs
To effectively plan for the future, boards first have to know what they are seeking in new board members. This may include adding or replacing specific expertise on the board, defining desired professional and leadership characteristics, or focusing on building a board with diverse talents, skills, race, gender, and outlooks.
Understanding what your board needs involves conducting the routine board evaluations and gap analyses discussed earlier, as well as getting input from the appropriate stakeholders. These may include current board members, executive leaders, internal managers, and community representatives.
Annual evaluations of the full board and committees set an important baseline for engagement of all directors. Retaining a qualified independent third party to assist in this process encourages candor and delivers an impartial perspective.
3. Leverage technology
Board succession planning should not be done using spreadsheets or other rudimentary tools. It is too complex and too important of an activity. Modern board management solutions offer purpose-built tools to streamline the board succession planning process. These include tools to assist with reporting, board evaluations, and tracking roles and terms.
Utilizing such tools make overall succession planning more efficient, saving time for busy board administrators to focus on other priorities. They also enable better communication and engagement by ensuring board succession planning processes follow a consistent workflow.
4. Be transparent
Board portals or other board management solutions provide organizations with a centralized location to house all succession planning activities. This allows for better communication as well as clear transparency into exactly what the established board succession planning process is, and how and when it occurs. It also provides a traceable roadmap for how succession decisions are made. This transparency helps to foster trust among board members and the broader community, and moves away from more opaque, traditional black-box approaches to succession decision-making.
Board Succession Plan Template
While there is no one-size-fits-all board succession plan, there are common components typically found in most plans. The following board succession planning template outlines fundamental fields to help organizations get started. Using this framework, leaders can customize the template to suit the unique needs of their organization’s board and board succession planning process.
Board Succession Plan Template
Define the purpose for the succession plan in outlining the organization’s succession needs and procedures.
Position to be filled
Identify the specific role for which the board is seeking a successor.
Cite the date on which the current board member vacated or is expected to vacate the position.
Name the responsibilities associated with the role, or link to existing documents that define those responsibilities, such as the board bylaws.
List the skills and expertise organizational leaders are seeking for the next board member, as identified though the board evaluations, board skills matrix, and gap analysis.
Outline the key steps involved in the board’s search and recruitment of a new director.
Outline how the organization will onboard the new director, including how they will educate them on the organization’s history, priorities, and board processes.
Master Board Succession Planning with the Right Tools
Establishing a comprehensive board succession plan can help your organization enhance board awareness and engagement today, and better position leadership to address future needs when onboarding new board members. In addition to the steps and succession planning best practices discussed above, organizations should ensure they have the right tools to build and manage their board succession plan.
Board management software can help. OnBoard’s Roles and Terms Management tools provide real-time insights to improve recruiting and succession planning efforts. The solution enables organizations to track their board’s experience, background, and term limits in a centralized resource that promotes compliance, presents the “big picture” on board composition, and helps leaders plan intelligently to assure a strong future for their boards and for their organizations.
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