A board’s greatest obligation is arguably to assure leadership continuity at the institution it serves. The passage of the Sarbanes-Oxley Act in 2002 brought this function more to the front and center of director responsibilities. Recent events in the financial services industry have served to bring an even brighter spotlight to the challenges associated with managing leadership transitions.
The increasing emphasis placed on this board responsibility has for the most part not been accompanied by a sufficient evolution in terms of our understanding of best practices in succession. Key to the evolving succession planning process is to make the distinction between the event of a succession—and the steps needed to make it work—and the process of succession planning, an ongoing set of activities that boards must have the discipline to continually pursue.
No one denies the fact that leadership continuity is critical to the success of any financial institution. When a succession event is poorly managed, there can be immediate negative effects on a firm’s performance, a loss of strategic momentum, and a stain on its reputation.
In financial services, recent events make the identification of a strong successor both more important and more difficult. To the first point, many see a leadership crisis based on decisions made in the past. To the second point, many once well-respected executives are now less so—deservedly or not. Have some of these executives demonstrated that they are poor decision makers without a moral compass, or have they had the most incredible learning experience from which to further their careers? Boards will be struggling with questions like this one for some time to come.
So there are challenges to the board stemming from dramatic industry failures over the past few years—but there are also challenges that come from what the industry is likely to face in the coming years. Waning consumer confidence, increasing government regulation, and consolidation are just a few of the very consequential forces leaders will confront. So it is easy to see that there is every reason for boards of directors to work to get succession planning right. Since there is plenty of evidence showing that “getting it right” is not intuitive, here are some recommendations from our research and experience that your board can put into practice right away.
Plan ahead, even when you don’t think there’s a need
Since CEO succession is a rare event, boards have little chance to practice to make the process perfect. It also means it is difficult for board members to develop experience with the task. This is a gap your board needs to fill—they should seek members as experienced with succession as they do members able to lead committees like audit, risk and compensation.
That said, your board must recognize that a healthy succession process begins long before the CEO plans to step down and it ends long after the new CEO has taken the reins. Even if your current CEO has plenty of remaining “runway” in his or her career, the board cannot rest sanguine. In the early spring of 2010, the BP board was likely not spending much time thinking about a successor to the company’s young and popular CEO, Tony Hayward. The Deepwater Horizon oil spill—and Hayward’s flippant response—quickly changed the board’s priorities. It’s simple—view succession as a process, not an event! Building leaders is complex. An event-based succession approach is naïve in its underestimation of the complexity of preparing leaders.
Seeing succession as a continuous process has the added benefit of forcing your board to be focused on the future. Too often, directors are looking in the rearview mirror to understand what the company needs for the road ahead. A good experience with the departing CEO leads directors to want “another one of those.” A bad experience leads directors to favor candidates who offer a stark contrast in some key way to the exiting executive. Though there are lessons to be learned from studying the past, it is clear that the real test of a candidate’s viability is the degree to which they are prepared to lead the company over the challenges ahead—not the degree to which they provide the desired contrast to the departing CEO.
It’s not just about compliance
Since the enactment of the Sarbanes-Oxley Act, many boards have adopted what we call a compliance-based approach to succession. A compliance approach allows directors to quickly point to an organizational chart with names in boxes. In other words, there is a plan of some sort so that everyone can say with a straight face that there is a plan. Unfortunately, our private conversations with directors too often reveal a lack of consensus about the quality of the “name in the envelope.” Further, it is too easy for the existence of a plan like this to allow complacency to set it. Leadership needs are a moving target—if the plans that provide compliance are not continually revisited, then they are simply not operational.
The board must own the planning, not the CEO
Another common mistake we see occurs when boards delegate too much of the task of succession planning to the incumbent CEO. As good a leader as the CEO might be, it isn’t clear they are best positioned to choose their successor. First of all, very few CEOs have any experience evaluating and choosing a CEO. They are probably biased by their own style and experiences. They may prefer a successor who will solidify their legacy when it comes to the direction of the company, while instead they need to dispassionately evaluate what the company needs going forward. Regardless of the CEO’s capabilities in identifying successors, the board of directors simply needs to own the process. Succession planning is no more properly delegated than any of the other board responsibilities. Of course CEOs play a role—but they must not be the owner of the effort.
Use strategic planning to look for new CEO
Each of these threats to effective succession planning is avoidable, as long as directors are able to recognize them as bad habits that do not serve the company. If a board fails to do so, the odds increase that they will be caught by the surprise departure of a CEO. Should that happen, it is a best practice to always be in a position to name a consensus emergency interim CEO—the Cathie Lesjak to HP’s Mark Hurd. More generally, the board needs to regularly delve in to the company’s strategic plan to develop and then continually revise the skills and experience profile for the next CEO. This allows the board to regularly assess the internal candidates against the forward-looking needs of the company, to identify the gaps, and to take the steps required to address them. Coincidentally, this effort also gives the board a framework to repeatedly assess the incumbent CEO and provide real feedback.. Such an effort is also valuable as the board assesses external hires.
The drawbacks of the horse race
One common strategy to succession is to create a horse race for the position— much like Jack Welch did in anticipation of his departure from GE. Of course, a horse races creates a winner, but with many losers. Boards have to think carefully about how publically they develop internal candidates—executives who lose the horse race likely leave. Boards may prefer not to make investments in developing their competitions’ next generation of leadership.
Finally, directors need to always keep context in mind—no two events are the same. For example, when the other members of the leadership team are skilled, motivated, and synchronized, the board can take a bit more risk on a less experienced successor. An additional contextual consideration concerns the role to be played by the outgoing CEO. Sometimes the exiting CEO has a key role to play—perhaps as chairman—in the onboarding and support of the new leader. Or perhaps, simply freeing the new leader of the chairman title for a time will allow a smoother transition into his or her leadership position. In other cases, the CEO may not have the ability to do that—or it may, in fact, not be necessary.
Important questions for the board
As we noted at the outset, the first key to improving succession practice is to understand there are really two elements that require attention. First, a continuous process needs to be in place that involves understanding the future needs of the firm, the degree to which current talent is prepared to lead in that envisioned future and ways to address any deficiencies. Second, the succession event itself requires careful management—the way a board designs and executes the event will impact the new leader, the rest of top management, and the future of the firm. To get ready for these responsibilities, make sure your board is spending sufficient time debating questions like these:
- Based on our understanding of future business needs, do we understand what the next CEO looks like?
- How do we begin to develop our internal candidates with potential?
- How can we become more proactive in understanding the potential talent outside of our company?
- What do we as board members need to do in order to prepare the successor—and the top management team— for success?
- What specific steps can we identify and implement to make our succession a true, informed and ongoing process?