Among the recurring topics in the Society Huddle is the conventionality of key board committee chair/member rotation, with the practice remaining uncommon.
According to the recently-released 2016 Board Practices Report, a collaborative board practices benchmarking effort between the Society and Deloitte LLP's Center for Board Effectiveness, 81% of companies reported not having a key committee chair rotation policy, and 82% reported not having a key committee membership rotation policy.
For those with rotation policies, the frequency of rotation was most commonly something other than annually or every 2 or 3 years. Based on past Huddle responses, rotation guidelines or policies may provide, for example:
- "Consideration shall be given to rotating Committee Chairs and members periodically at approximately five-year intervals, taking into consideration the desires of individual Directors, the desirability of periodic rotation of Committee members, and the benefits of continuity and experience in Committee service; however, such a rotation should not be mandated as a policy," or
- "It is expected that Committee and Committee chair assignments will be rotated from time to time, typically every three to four years," with that Huddle respondent elaborating that - in practice - they are fairly true to that expectation (although they do make exceptions); their directors know they will be asked to move around from time to time; and each of the directors is expected to chair a committee at some point during his/her tenure. At that particular company, they think the rotation policy contributes to fresh thinking at the various committees.
And there was also this noteworthy input from another Society member about board committee chair rotation policies generally:
"I think the most effective process is for the governance committee to consider annually whether leadership of each committee is optimal. Useful data includes: (1) whether the last self- assessment showed that leadership was effective, (2) what unique challenges and opportunities are likely to be in the committee's scope over the next year, and (3) the current committee chair's and board chair's thoughts (it is surprising that often this data point is skipped, but can be very instructive). By building into routine practices an annual discussion, the committee is also better prepared when leadership must change for an unanticipated departure.
Forced committee leadership rotations do give more directors a chance to lead and distribute the workload among directors. But the timing can prove awkward in light of unanticipated developments, there can be a loss of focus during transitions and a great leader can be left with no leadership role simply because of a rotation schedule."
Be sure to check out the Society Huddle - one of the Society's many member benefits, and a well-used, online Q&A resource for benchmarking and guidance on the full gamut of corporate governance practices, trends, new developments, and regulatory requirements. And access numerous additional benchmarking resources on our Board/Governance Practices and other relevant topical pages.
The iconic Society/Deloitte Board Practices Report - which presents findings from a survey distributed to the Society's public company members in late 2016 - covers trends in over 15 areas of board practices and hot topics including cyber risk, shareholder activism, and board diversity.