Key Board Committees: Rotation Considerations

By Randi Morrison posted 08-08-2018 07:43 AM

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In this recent post, Woodruff Sawyer suggests boards (and Nom/Gov Committees specifically) consider a formal (albeit tailored) process for rotating key committee members as part of their broader board refreshment programs.

Considerations include sizing committees at the outset to accommodate unexpected vacancies (4-member committees are suggested), rotating one committee member periodically (e.g., every three years) so as to retain continuity while also promoting refreshment, bringing on new committee members one or two years in advance of a planned committee chair departure to provide for orderly chair succession, and understanding and taking into account relevant institutional investor policies on committee composition - including director independence concerns. The post also touches on (hopefully) one-off/unplanned rotation in the context of poorly functioning committees.

See also these referenced resources: Society/Deloitte Board Practices Report, Spencer Stuart Board Index, Inside America's Boardroom on audit committee succession, and Sidley Austin's "Board Leadership and the Role of the Independent Lead Director." This post first appeared in last week's Society Alert!

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