is someone leftover after making these other specialized
assignments. In our experience, few directors have led or
been a part of more than a few succession processes. This
number is not enough to constitute expertise—
particularly as each succession is different. To make matters worse,
in every other key area of board responsibility, there is a
demonstrated willingness to rely on expert external advisors, but when it comes to succession, most boards try to
“go it alone.” This simply compounds the risk presented
by the lack of experience. Succession committees, like
compensation, audit, tax, and risk committees, should be
staffed with experienced board members and have budgets for and the ability to leverage outside experts.
A Batch-Process Mind-Set
Many boards view succession planning with a batch-process mind-set: “When we need our next leader, we’ll
crank up a process to prepare one.” This approach is na-ïve in its underestimation of the complexity of preparing
leaders. Building leadership continuity must be practiced
continuously. It begins long before a CEO plans to step
down and ends long after the new CEO has taken the
reins. Truthfully, the process never ends.
Board members can offer a variety of reasons about why
succession planning is safely placed on the back burner.
Sometimes the inattention occurs because directors see
the succession of a recently appointed, high-performing,
or young CEO as far off on the horizon. Sometimes the
inattention is because the board doesn’t want to make the
incumbent CEO suspicious of the board’s true intention.
Regardless, a serious consideration of leadership continuity makes it clear that there isn’t a time to safely park this
issue on a back burner.
A Planning Process With Eyes Focused
On the Rearview Mirror
A succession process has to be focused on the future. Di-
rectors often look in the rearview mirror in a doomed ef-
fort to understand what the company needs for the road
ahead. A good experience with a departing CEO leads di-
rectors to want “another one of those.” A bad experience
predisposes directors to seek someone who provides a
stark contrast to the exiting executive. Continuing with
the focus on the past, the selection committee then dusts
off the position specification that was used five or ten
years prior to commence its search. Though studying the
past can provide valuable lessons, the real test of a candi-
date’s viability is the degree to which he or she is prepared
to lead the company over the challenges ahead, not the
degree to which he or she is matched to the challenges of
yesterday or a similarity or contrast to the departing CEO.
Adoption of a “Compliance-Based” Perspective
One reason succession planning fails is that some boards
adopt what we call a “compliance-based” view of the
process. Such an approach is minimalist by design; a
CEO simply identifies someone with a “name in an
envelope” should some disaster befall him or her. The
CEO provides periodic updates to the board on the talent pipeline, along with organizational charts containing
executives’ names and pictures placed in the “ready in
one to three years” category. For board members, this
compliance-based approach to succession planning creates a false sense of security. After all, names appear in
boxes, the board is engaged—albeit minimally and passively—on succession planning, and possible candidates
are discussed, sometimes at length. Ironically, our time
with boards reveals that, often, no candidates ever graduate from the “ready in one to three years” category. If no
movement occurs in the assessments of internal candidates, that is good evidence of a compliance approach.
The board is not serious about developing talent; if it
were, changes would occur in each individual’s readiness
and his or her relative positioning as a candidate.
Delegation of the Succession Process to the CEO
Boards often make the mistake of delegating the task of
succession planning completely to the CEO. As good a
leader as the CEO might be, he or she might not be the
best to choose a successor. First, very few CEOs have any
experience evaluating and choosing a CEO. They are
quite likely biased by their own styles and experiences.
They may prefer successors who will solidify their legacy when it comes to the direction of the company, but
instead they need to be able to dispassionately evaluate
what the company needs going forward. Regardless of
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