Passing the Test
from What Directors Think 2003
SURVEY SAYS: Teach Me Tonight
46.2% believe that board members should attend director education seminars.
Not at all. Who’s going to certify them? The politicians, that’s who, and those are the last people I want certifying directors. Each corporation is different, and the only standard that’s common among them is to serve the shareholders’ interest rather than their own.
J. V. Shields Jr., 65
Chairman and CEO, Shields & Co., New York City
Flowers Foods
I’m against certification. If you did that, I might never have been a director. I certainly brought some intuitive abilities and skills when I started, but I was a novice. If you look at a board, you have different levels of experience—a mix. The board would start looking too much alike if they were all given the same test, too homogeneous.
Stephen G. Sheetz, 55
Chairman, Sheetz Inc., Altoona, Pennsylvania
M&T Bank Corp.
I don’t think there should be any kind of certification. I’ve seen lots of things written about that, but I haven’t seen any that make a case. I think it’s the responsibility of the board, however they go about nominating or choosing new directors, to choose individuals who bring experience, intellect, and creativity to the board. Those things are determined not by some rote test but more likely through one’s life experiences.
Frank P. Filipps, 56
Chairman and CEO, Radian Group, Philadelphia
Impac Mortgage Holdings
I don’t know how you would implement that, what criteria you would use. I think that basically the nominating committee discusses the merits of individuals and their experience and background. But to come up with a certificate—what would you certify?
Joseph F. Caligiuri, 75
Retired Executive Vice President, Litton Industries, Beverly Hills, California
Titan Corp.
I think if the process of selection is done properly, certification is not necessary. At my company, we review our strategies and initiatives—who we are and what we want to accomplish—and then we go out and search for the right competencies to drive that strategy. If you do that, you’ve done all the work necessary to find the right person. Maybe in the old days, when individuals were put on a board simply because of who they were, certification may have been necessary, but not today.
Charles Biscieglia, 59
Chairman, South Jersey Industries, Folsom, New Jersey
I just voluntarily attended the Stanford Directors’ College. I’ve also taken a few courses on understanding the new regulations that have been enacted. I thought they were extremely helpful. I think any director who feels the need for more education or training should voluntarily pursue it, as opposed to having prescribed mandates for doing so.
Charles Steinberg, 69
Retired President, Broadcast and Professional Co. of Sony Electronics, San Jose, California
Silicon Graphics
When we select directors, we create a spreadsheet with the qualifications of potential candidates and then make a complete list that gives us a picture of where our strengths and competence are on the board and where there are holes. When we look for directors, we look to augment our strengths and fill some areas where we have gaps. There’s also ongoing need for education—so our directors get the opportunity to visit research facilities, meet with customers, and so forth. Through careful selection and ongoing education and evaluation, you get a sort of certification.
Robert L. Barnett, 63
Executive Vice President, Motorola, Schaumburg, Illinois
Central Vermont Public Service, Johnson Controls, USG Corp.
Directors should be carefully chosen for the knowledge and skills they bring in the context of the needs of the corporation. The evaluation of individuals each time they are nominated is the important duty of the nominations committee and of the board. The board should establish and constantly review the needs of the corporation and how they are being met, by individual directors as well as by the board and its committees. Certification is a poor proxy for ongoing director education, which includes continuous learning not only about the corporation but about the industry and best practices.
Pastora San Juan Cafferty, 63
Professor, School of Social Service Administration at the University of Chicago, Chicago
Kimberly-Clark, Peoples Energy, Waste Management
