9/8/2010 Globe and Mail: How to land a seat on…

September 7, 2010

How to land a seat on a corporate board

By Wallace Immen
From Wednesday's Globe and Mail

Landing a seat on a corporate board isn't as tough as you might think, but it does take time
and preparation. Wallace Immen explores how to make it happen

Life has become hectic for Sarah Raiss in the two years since she became a member of two corporate boards.
She regularly flies from her home in Calgary to Toronto for meetings of Shoppers Drug Mart Corp., and to
Montreal, where she sits on the board of the Business Development Bank of Canada.

She's loving every minute.

"I've always wanted to be on corporate boards. I get to use my experience and there is a tremendous
intellectual challenge. In the process, I'm learning a lot about how to become a better manager," said Ms.
Raiss, whose full-time role is executive vice-president of corporate services for TransCanada Corp. in Calgary.

She's living the dream of a rapidly growing number of senior executives in Canada.

In the past year, the Institute of Corporate Directors has seen a 25-per-cent rise in executives enrolling in its
director education program, a series of courses to prepare graduates for serving on a corporate board. There
have been 488 graduates from the program this year, up from 308 in 2008-2009, said Stan Magidson, the
institute's president and chief executive officer.

Nearly 2,000 people have taken training in Canada since the director program started at the University of
Toronto in 2004 and it has expanded to universities in Calgary, Edmonton, Montreal and Vancouver. In
addition there is a directors' education program at McMaster University in Hamilton.

However, getting on a board isn't as simple as feeling you're ready to serve. It's not a job you can apply for.

Board openings aren't typically posted publicly, so candidates must gain the attention of recruiters or board
search committees through networking and reputation.

For that reason, managers should start laying the groundwork years before they actually intend to sit on a
corporate board, advises Beth Oakes, managing partner of consultancy the Oakes Group in Toronto.

"It's not just a question of management experience; to succeed on the board you have to have governance
experience and know how to ask the right questions," she said. Volunteer work on boards of associations and
not-for-profit groups can provide excellent experience, she said.

Ms. Raiss said she began preparing more than a decade ago. "I served for years on boards in schools and
hospitals and an art institute," which provided experience and contacts.
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Even with experience, though, it can take time to land a corporate board seat. After she went through the ICD
certification program in 2006 and Ms. Raiss let it be known to her contacts that she was available, it took two
years to be recruited to a for-profit board.

However, demand for new board members appears to have picked up this year, as companies face a riskier
economy and are under more scrutiny from regulators and investors, said Andrew MacDougall, a consultant
with recruiter Spencer Stuart & Associates Canada Ltd. in Toronto.

According to Spencer Stuart's annual Board Index, the most desirable candidates for corporate boards are
current or retired chief executive officers of leading Canadian companies, representing about half of the 600
directors named to boards of the 100 largest publicly traded companies in Canada.

It has become increasingly difficult to recruit serving CEOs for boards because the supply is limited and most
CEOs already sit on more than one board, Mr. MacDougall said. Increasingly, boards of directors are
recruiting those with other C-level experience - chief financial officers, chief operating officers, and the like -
and other senior executives with experience in the company's industry.

For that reason, more first-timers are being named. Last year, 25 per cent of the board appointments were
rookies, up from 14 per cent in 2005.

And while boards have long been seen as old boys' clubs, 26 per cent of directors last year were women,
compared with 17 per cent in 2007. Women made up 21 per cent of all new board appointments from 2006 to
2008, up from 13 per cent from 2002 to 2005. Canadian Imperial Bank of Commerce currently leads the pack,
with five of its 17 directors being women.

There is an increasing recognition that a board benefits from having a variety of skills and experiences, Mr.
Magidson said.

"The days of the strong-willed CEO that has a board that is beholden to him or her are in the past," Mr.
Magidson said. "It's important to have independence and not be subject to group-think. You are there to
provide a perspective, and to be effective you have to learn to ask tough, critical questions in a collegial way."

What it takes to get on board

About 50 per cent of new board appointments are executives still in management roles. Another 40 per cent
are executives who have retired from management. Ten per cent are people who have chosen a career shift
out of management to become professional directors.

Here's what boards of directors are looking for, according to Kirsten Tisdale, managing partner for Vancouver
recruiter Korn/Ferry International in Vancouver.

CREDENTIALS

Someone who has held a C-level or managing partner title, or top executives in areas such as finance, law or
human resources.

EXPERIENCE

A track record volunteering on boards of associations or not-for profit organizations.

CERTIFICATION

Directors' training or certification granted by the Institute of Corporate Directors.

BREADTH

Executives who have worked across functions in an organization and have international experience.

DIVERSITY

Female and visible-minority candidates, as boards seek to eliminate the impression they are "old boys' clubs."

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SEASONING

A solid track record; at least 10 years in senior management. Experience with turnarounds and reinvention.

STAYING CURRENT

Up-to-date knowledge of financial rules, governance standards and technology.

TIME

Sufficient time to read relevant material and prepare for quarterly meetings and do the committee work that
follows.

Making them love you

Corporate leaders are more likely to win board appointments at other firms if they employ subtle and
sophisticated forms of flattery and demonstrations of conformity with other board members, new research
suggests.

"To tap into the corporate elite's inner circle, a person cannot be too obvious. Being too overt with one's
intentions can be interpreted as manipulative or political," and ruin chances of joining a board, says James
Westphal, strategy professor at the University of Michigan's Ross School of Business, who did the study along
with Ithai Stern, assistant professor of management at Northwestern University's Kellogg School of
Management.

Based on interviews with managers and chief executive officers of 42 large U.S. industrial and service firms,
they identified tactics in selection interviews that are most likely to make directors believe a candidate is on
their wavelength and win them a seat at the board table.

Flattery as advice seeking: Congratulate an influential member about a recent success: "How were you able to
close that deal so successfully?"

Arguing, then agreeing: "At first, I didn't see your point but it makes total sense now. You've convinced me."

Sidestream compliments: Praise an influential board member to his or her friends, hoping word gets back to
them.

Get on a wavelength: "I'm the same way. I'm with you 100 per cent."

Conform to opinions: Covertly learn of chairman's opinions from his/her contacts, and then conform with their
opinions in conversations with others who can influence the decision.

Point out connections: Reference religious or political connections the individuals have in common.

Journey to a board

FROM MANAGER TO DIRECTOR

Rob Hamilton, Burlington, Ont.

Credentials: Twenty-three years of management experience in biotechnology and pharmaceutical companies,

including Hoffmann-La Roche Canada Ltd., where he was marketing director, and most recently UCB Pharma
Canada Inc. in Burlington, where he was president and general manager.

Challenge: In career transition since the Brussels-based company restructured its international operations,
including Canada, in 2009.

Decision: Mr. Hamilton hopes to leverage his management experience by serving on a board of directors; he
took the corporate directors course at the University of Toronto and received director certification after
passing the Institute of Corporate Directors' exam.

Result: He continues to network toward directorships while consulting with his own company, Hamilton & Co.

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Strategic Healthcare Consultants, and continuing his career search.

Insight: "Board work can become as time consuming as a full-time job. Boards usually meet formally as
infrequently as once a quarter, but depending on committees you serve on, it can require many meetings
where you have to comb through mounds of information on the company's operations."

A POST-CAREER CAREER

Colin Litton, Oakville, Ont.

Credentials: Retired three years ago from his role as partner at KPMG LLP, with international experience in
auditing and accounting.

Challenge: "I wasn't ready to stay at home in retirement and watch the soaps. I had in mind that I wanted to
serve on boards"

Decision: Took a director education program at the University of Toronto and wrote exams to get ICD
accreditation.

Result: Four months after retirement was recruited to his first board role with the Deposit Insurance Corp. of
Ontario. Networking got him recruited to other board positions with Pacific & Western Bank of Canada and the
Canadian Scholarship Trust Foundation.

Insight: "The difference between executive work and board work is that you can have your own life. In an
executive role you are always on call, jumping to the client's demands. On a board you know the schedule and
can plan in advance."

LAYING THE GROUNDWORK

Elise Rees, Vancouver

Credentials: Twenty-nine years at Ernst & Young LLP, now a partner.

Challenge: Wants to work on a corporate board, but is precluded from doing so because it would be
considered a conflict by her employer.

Decision: Ms. Rees wants to move to corporate board work after retirement so is getting experience with
volunteer board work as treasurer for the Women's Hospital Foundation in Vancouver and as chair of the
patron's circle for Minerva Foundation for B.C. Women, an organization that promotes education and
leadership development.

Result: "My board experience has massive benefits for my career. It's taught me how to listen to a diverse
group of people with different business experiences and build strong relationships with a wide range of
people." All her positions came as a result of networking. "Once you are on one not-for-profit board and you
have a profile, others will come looking for you," she says.

Insight: "Diversity is essential on a board. Women look at issues differently than men. As a general
observation, women will discuss issues more and ask questions about whether there are alternatives, while
men are more direct. It's not that we always get the right answer, but with both approaches the result should
be a better outcome."

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