By the Nasdaq Center for Board Excellence’s Diversity, Equity & Inclusion (DE&I) Insights Council: Jocelyn Mangan, CEO at Him For Her and Board Director at Papa John’s (PZZA), Wag! (PET), ChowNow; Joanne Pedone, Senior Associate General Counsel at Nasdaq; Cid Wilson, President and CEO of the Hispanic Association on Corporate Responsibility (HACR) and former Board Director; and Ilana Wolfe, Head of Corporate Board Engagement at Goldman Sachs
All facets of diversity in the boardroom—including gender, race, age, experience and expertise—are intended to strengthen the perspectives that shape and guide a cohesive corporate strategy. However, even diverse boards cannot combat groupthink or improve decision-making unless every director feels free to contribute with their unique perspectives.
As a follow-up to “Best Practices for Welcoming Diverse Board Members,” the Nasdaq Center for Board Excellence’s DE&I Insights Council polled sitting directors about the practices they have observed in the boardroom that encourage every director at the table to speak up—especially when their perspective is not in alignment with the group at-large. Based on their experience sitting on more than a dozen public company boards and some private boards, directors shared their practical tips for fostering an inclusive culture in the boardroom:
1. Encourage board members to assert areas of expertise and experience.
While the ultimate goal is to receive contributions from directors based on their unique perspectives—and not just their specific area of expertise—one way to get new directors comfortable with speaking up right away is to let them know what the board needs from them.
“Communicate clearly with new directors upfront about the kinds of contributions the board is excited to get from them—whether that is supply chain expertise or a finance lens or playing devil’s advocate—and invite that kind of feedback from them in the discussion,” advises Michael Bender, board director of Kohl’s, Acuity Brands, Flexe, Included Health, and Wawa. “That lends an invitation up front for directors to be comfortable jumping in.”
Magdalena Yesil, board director of Smartsheet, SoFi, Zuora and InformedIQ, agrees: “Coming in with a specific area of expertise helps a new director feel immediately accretive and builds up their confidence to contribute more broadly on the full slate of issues on the board agenda.”
Prior to board meetings, it can be helpful to have the chair meet one-on-one with each director, or specifically those who have been less vocal, says Susan Chapman-Hughes, board director of J.M. Smucker and Toast. When a topic of particular relevance to that director arises, the chair can ask that director to weigh in, saying something along the lines of, “Jane, I recalled that during our last conversation, you brought up the concept of X. Seems like it’s really relevant now, do you mind sharing a few of your ideas with the board?”
Chapman-Hughes observed, “It’s good practice to ensure that over the course of 24 months, each director is assigned a topic to lead on the board agenda [that is] relevant to their expertise.”
2. Seat newer board members next to the CEO and CFO.
As simple as it sounds, seating arrangements can have a significant impact on group dynamics. One director, who serves on large-cap boards, advises seating least-tenured directors next to the CEO and CFO during board meetings. This makes it easier for new directors to casually ask questions and engage during breaks. It is also a powerful visual demonstration that the insights and perspectives of new board members are welcome.
3. Moderate boardroom conversations to draw contributions from all directors.
The boards of many directors interviewed take proactive measures during discussions to ensure all members have opportunities to speak their minds. Olu Beck, director of Denny’s, Freshpet, Hostess Brands, and Saputo, recommends that when a director seems conspicuously silent during a particular discussion, the chair should “check in to see if there is a different point of view or perspective they would like to share.”
Along similar lines, Michael Bender, who serves as chair of Kohl’s nomination and ESG committee, believes committee chairs can play a similar moderator role.
“I summarize for the full board what we discuss during nominating and ESG committee meetings and then ask other members of the committee to chime in on anything I may have missed,” says Bender. “I then turn the discussion over to the broader board to ask for their reactions and thoughts.”
He says it is important to encourage less-vocal directors when they do speak up: “When a board member is invited to share their thoughts on a particular topic, I reinforce that behavior privately after the meeting by saying, ‘Hey, we really appreciated that commentary from you on XYZ topic, that was an interesting perspective. We would love more of that.’”
A number of the directors interviewed suggested closing out board meetings by polling each director, extending an express invitation to raise any issues or share final thoughts.
“Carve out space for an executive session at the end of the general board meeting where every individual board member is expected to share reflections or additional input,” says Anita Lynch, director of Nasdaq U.S. Exchanges, Hungryroot and Infogain.
4. Encourage directors to meet with the management team outside of the boardroom.
According to Magdalena Yesil, new board members feel more confident adding their voices when they have a thorough understanding of what is going on at the company and know the management team. Yesil, chair of the nominating and corporate governance committees of each of the public boards she serves on, encourages board members – particularly new board members – to find ways to engage with the management team to gain deeper insights and improve familiarity with the company. Similarly, focusing on the benefits of engagement outside of the boardroom, Olu Beck recommends site visits to foster a better understanding of company operations and a direct connection with employees.
5. Provide informal opportunities for board members to mingle and network with each other.
Spontaneous conversations in informal settings can foster collegiality and connectedness between board members. Anita Lynch recommends hosting board dinners that create space for free-form discussion outside the confines of the boardroom and its tight timelines. Susan Chapman-Hughes points out that the relaxed atmosphere of a board dinner can be a catalyst for dynamic conversations: “After the board dinner, ask each board member to go around the table and share something that is top of mind or something they have learned outside of the board that would be relevant for all to hear.”
Olu Beck shared that a “buddy system” is a good way to foster inclusion. By partnering each new director with a tenured board member to serve as a mentor or “buddy,” the new director has someone they can rely on as a sounding board and an ally vested in their success. Beck noted that this could be organized formally or even informally, as she often encourages new directors to reach out to one or two existing board members and make the suggestion.
6. Leverage board evaluations to assess the health of board dynamics.
Most boards conduct routine board evaluations, which present an excellent opportunity to assess the communication style of the board. “Annual board evaluations can help uncover potential roadblocks to sharing disparate perspectives and viewpoints,” says Michael Bender. An outside consultant for board evaluations can lend objectivity when assessing board culture and dynamics.
Informal board evaluations are also valuable. New directors coming in with fresh perspectives can provide the board with valuable feedback on board dynamics and culture.
“I’ll be sitting down with directors on my committee a year after they join the board to see what’s working and what’s not,” says Michael Bender. “I want to make sure all members feel their contributions are welcomed and valued.”
The boardroom interactions and practices discussed above should serve to build and reinforce a culture that amplifies all voices around the table.
According to Liz Jenkins, director of Snap and GLAAD, “Culture in the boardroom reflects the values of the company and the tone set by the CEO and board chair. Ideally, that culture is one of mutual respect in the face of differing perspectives and opinions.”
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