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Boards


YOU SAY YOU WANT A MORE DIVERSE BOARD. HERE’S HOW TO MAKE IT HAPPEN.

Research reveals four commonly cited obstacles and how to overcome them.
by
 * Maria Moats
   and
 * Paul DeNicola

by
 * Maria Moats
   and
 * Paul DeNicola

March 11, 2021
Image Source/Getty Images
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Summary.    Despite reports that U.S. board directors are increasingly
interested in diversity, PwC’s latest Annual Corporate Directors Survey found
that diversity among board members remains abysmally low. So what has stymied
efforts towards increasing board...more
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Three years ago, PwC reported some good news from our 2018 Annual Corporate
Directors Survey: The vast majority of public company directors said that they
recognized the value of including more women and people of color in the
boardroom. And this trend has been reflected in new regulatory initiatives, as
more and more states have begun implementing or contemplating legislation to
mandate increased board diversity.

Despite this progress, however, change remains slow. A fall 2020 analysis of the
3,000 largest publicly traded U.S. companies found that just 12.5% of board
directors were from underrepresented ethnic and racial groups, up from 10% in
2015. The report also found that only 4% of directors were Black (up from 3% in
2015), while female directors held 21% of board seats (up from 13% in 2015).

What has stymied efforts towards increasing board diversity? It depends who you
ask. In the latest 2020 edition of our Annual Corporate Directors Survey, we
found that the majority of male directors believe either that there aren’t
enough qualified candidates from underrepresented groups, or that change isn’t
really necessary. In contrast, female directors were more likely to point to a
lack of prioritization from board and executive leadership as the reason that
diversity gains have been limited.

The data suggests that most directors are interested in diversity (at least, in
theory). But that doesn’t always translate to real change. Based on our
research, we’ve compiled four of the most commonly cited reasons for why boards
lack diversity — and what directors can do to overcome these real and imagined
obstacles.


PROBLEM 1: LOW TURNOVER

One of the biggest hurdles for increasing board diversity is that most boards
have very low turnover rates. According to a recent report, nearly half of
America’s largest publicly-traded companies made no changes to the makeup of
their board of directors in the last year.

Luckily, there’s an easy way to address this problem in the short term:
Companies can simply add a new board seat without waiting for a director to
retire or reach their term limit. This addition can be permanent or temporary,
in order to allow the board to return to its previous size when other directors
do eventually step down. It’s the simplest way to make change happen this year —
not next year, or the year after that.

In the longer term, it’s important for boards to find the right cadence for
change. It can be hugely beneficial to have directors with long tenures, as they
can offer the unique perspective that comes with experience — but it is vital to
balance respect for experience with effective mechanisms for bringing in new
voices. Boards that don’t have healthy turnover ossify, significantly impacting
their ability to provide effective oversight. As such, boards should consider
addressing low turnover rates with proactive policies that decrease director
tenure, promote routine turnover, and emphasize succession planning on a regular
basis.


PROBLEM 2: INERTIA

Despite theoretical interest in promoting diversity, only 34% of board members
in our study felt that racial/ethnic diversity was “very important” on their
boards. Only 47% felt gender diversity was very important. For many
organizations, our research suggests that significant inertia is keeping
diversity in the “nice to have” category.

However, with the right incentives, it is possible to push past this inertia and
implement real change. Institutional investors have begun pushing companies to
take action, using their clout to incentivize board-level diversity. (In some
cases, they may even vote against nominating committee members for boards that
have not yet made sufficient progress on diversity).

Stakeholders must make it clear that board diversity is no longer optional, and
their actions must reflect that sense of urgency. At the same time, boards need
to recognize that calls for board diversity have reached a tipping point — and
that to ignore their stakeholders on this critical issue is to risk serious
repercussions.


PROBLEM 3: LIMITED CANDIDATE POOLS

One of the key themes we identified in our research was the misconception that
the reason for limited progress in diversifying board makeup is a lack of
qualified candidates. In reality, there is no shortage of candidates. We see
these director candidates every day, and a plethora of respected organizations
actively maintain relationships with vetted candidates from underrepresented
groups precisely for the purpose of making introductions to boards seeking new
members. So the first step to overcoming this obstacle is to realize that the
candidate pool is there, and that it’s up to boards to find it.

Once they acknowledge this, there are a number of tactical strategies boards can
implement to recruit more effectively. For example, expanding the search just
one or two levels below the C-suite opens up a world of qualified candidates who
can make great directors.

We also challenge the assumption that new directors must be retired executives.
While retirees bring valuable experience to the board, operational perspectives
from active executives can be equally if not more important, especially when
boards are tasked with advising on a company’s response to current events.
During the early days of the Covid-19 pandemic, for instance, active executives
added huge value as board directors, since they were able to help retired
executives better understand how other companies and industries were responding
to the rapidly evolving situation on the ground.


PROBLEM 4: INADEQUATE SUCCESSION PLANNING

Finally, boards often only begin contemplating succession planning when a
director is close to retirement, and even then, they are not always transparent
about what exactly those plans entail. Fewer than half of the board members we
surveyed told us that succession plans were shared with the full board (49%), a
third described these plans as being ad hoc, and 10% said they didn’t have a
plan at all. A last-minute, reactive approach to board succession planning
impedes effective recruitment, and tends to leave diversity efforts on the back
burner.

Instead, board leadership should proactively formalize board succession plans —
before they’re needed. Leaders should share plans with all directors, and boards
should regularly revisit and refresh these plans to ensure they reflect shifting
priorities and requirements. Providing directors with visibility into future
plans helps nominating and governance committees confirm that all board members
are on the same page, avoiding a rushed or confusing process. It also gives
everyone the opportunity to source in-demand diverse candidates, and to voice
concerns if diversity isn’t being prioritized effectively. Too often, board
members who are concerned with diversity don’t find out about an opening until
the process is already completed or well underway, leaving them with little
recourse other than waiting until next time. By simply sharing plans more
openly, boards can ensure that everyone’s voice is heard, and that everyone has
a chance to share their input (before it’s too late).

Now more than ever, the public is calling on companies to take a stand on social
issues. But real reform in corporate America is impossible without diversity at
the highest levels. To help meet the challenges of an increasingly complex world
— and the expectations of an increasingly socially-minded consumer base — boards
should go beyond aspirational statements and take a proactive, aggressive
approach to increasing diversity within their own ranks.

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Read more on Boards or related topic Diversity and inclusion
 * MM
   Maria Moats is the leader of PwC’s Governance Insights Center, which strives
   to strengthen the connection between directors, executive teams, and
   investors by helping them navigate the evolving governance landscape. With
   more than 25 years of experience at PwC, Maria is an Audit partner and has
   previously held important PwC leadership roles within the U.S. firm. From
   2011 to 2016 Maria served as PwC’s Chief Diversity Officer. After that role,
   and before becoming the leader of the Governance Insights Center, Maria
   served as Vice-Chair, Mexico & U.S. Assurance Leader, where she oversaw PwC’s
   national Assurance practice.
 * PD
   Paul DeNicola is a principal in PwC’s Governance Insights Center, which
   strives to strengthen the connection between directors, executive teams and
   investors by helping them navigate the evolving governance landscape. With
   more than 15 years of corporate governance experience, Paul has a broad range
   of knowledge in numerous emerging governance issues. Paul is also an
   Associate Professor at New York University’s Stern School of Business where
   he teaches courses in corporate governance and professional responsibility.

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 * Get PDF
 * Buy Copies
 * Print

Read more on Boards or related topic Diversity and inclusion
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WHEN AND WHY DIVERSITY IMPROVES YOUR BOARD'S PERFORMANCE

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ADACADO TECHNOLOGIES INC. (DBA ADACADO)

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SMADEX SL

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BOMBORA INC.

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SPOTX, INC

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DELTA PROJECTS AB

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ONETAG LIMITED

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GEMIUS SA

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SOLOCAL

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INNOVID INC.

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GP ONE GMBH

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CINT AB

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CLINCH LABS LTD

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AMAZON ADVERTISING

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MOLOCO, INC.

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OBJECTIVE PARTNERS BV

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