It was a privilege to speak at the recent national conference of the Society of Corporate Secretaries and Governance Professionals, a non-profit organization of corporate secretaries and business executives involved in governance, ethics and compliance at public, private and not-for-profit organizations. The presentation "Pursuing and Recruiting Directors—How Best to Do So?" gave attendees insights into this critical subject. Beverly L. O'Toole, general counsel of corporate governance at Goldman Sachs Group, and I prepared a follow-up video for the society's website. I would like to share some of its highlights with you and you can also view it at

Fundamentally, a board's responsibility is to validate strategy and be responsible for CEO ­succession and performance. The board assures that compensation plans reflect accountability to shareholders for the overall performance of the corporation.

Board recruitment is directly tied to these responsibilities. The board's oversight of the creation and implementation of the strategic plan requires skill sets that a director must possess to meet both the future needs of the organization, as well as its current requirements. Establishment of criteria for board recruitment is a best practice. Criteria provide a yardstick against which candidates can be measured. Diversity of background, thought and experience adds to the richness of the board and should be part of the recruitment calculus. The governance and nominating committee is ­primarily involved in setting the criteria, but the entire board must have a voice. A criteria-based approach avoids the focus on personalities, allowing the organization to concentrate on the characteristics required.

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