As governance issues continue to change, IVY is sensitive to the impact that this has on clients and tailors its approach to the specific needs of each client.

 Fast rising activity in Europe     Suite of services     Selection of board members

Reasons for the need for new outside director

  • Vacancy
  • Desire to increase depth, diversity, knowledge and experiences represented.
  • Insistence of major shareholder.
  • Result of an acquisition.
  • Representation of a particular organization or function.
Sources of candidates
  • People already known to the CEO board members, or other candidates.
  • Systematic approach to screen out and select candidates.
  • Use of nominating committee.
  • Use of outside organizations, such as executive search firms or management consultants.
Criteria of Selection

  a) Character and background

  • Intelligence, honesty, integrity, diligence, sophistication in business.
  • Personal compatibility with the CEO.
  • Genuine interest in the company or the industry.
  • Certain level of understanding of business and finance and how a company is run.
  • Knowledge and experience in a particular business or technological function.
  • Past experience in successfully managing a corporation.
  • Prestige value to the corporation.
  b) Contribution to board diversity
  • Inside/outside director mix.
  • Emphasis on balanced boards particularly in companies that make a variety of products or provide a range of services.
  • A variety of experiences and points of view.
  • Relevance of that experience.
  • In addition to experience and wisdom: youth, fresh ideas, innovation.
  • Geographical scope, especially for different points of view, for local knowledge, and for opening doors.
  • Representatives of specific groups or segments of society.
  c) Board Member criteria checklist
  • Ability to exercise business judgement.
  • Attained position of leadership in business, finance, law, government, education, science or administration.
  • Absence of conflict of interest or other legal impediments.
  • Willingness to devote the time required to prepare for board and committee meetings as required by the company.
  • Availability to attend board and committee meetings.
  • Experience in business, finance, law, government, education, science or administration.
  • Age, potential length of service.
  • Familiarity with national and international business matters.
  • Applicability of experience to the business of the company and its affiliates.
  • A diverse background not directly related to the company's industry or industries.
  • Geographical location of candidate.
  • Representation of a specific constituency.
Reasons for serving on Boards of Directors

  a) Prestige

  b) Compensation

  • Usually not the key factor
  • Must be competitive relative to other companies of similar size.
  • Ingredients of the package: cash and non-cash.
  c) Educational/informational benefits
  • Standards of comparison.
  • Exposure to innovation.
  • Broadened insight.
  • Exposure to different management styles.
  • A source of counsel.
  d) Psychic income
  • Challenge, stimulation, fun.
  • Relief from parochialism.
  • Refreshing new perspectives.
  • Reality checks and green light control.
  • Judgelike qualities of the role.
Reasons for declining
  • Conflict with meeting dates of another board.
  • Current commitments versus the time the new directorship will require.
  • Conflicts of interest.
  • Skeletons on the closet.
  • Lack of indemnification and liability insurance.