Women in Governance

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Women in Governance

• Presented by
• David Morris
• Heidrick Struggles
• September 22, 2004

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Search Process

• Determine qualifications, finalize specification
• Candidate research and development
• Client Review Meeting Top 20 candidates
• Heidrick Struggles interviews selected
  candidates
• Client interviews/finalists
• Heidrick Struggles conducts reference checks
• Directorship offered, Search closed

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XYZ CORPORATIONBOARD OF DIRECTORS

• POSITION Corporate Director
• Compensation 60,000 per annum plus meeting
  fees in addition, there is an attractive
  stock option program for directors, as well
  as a deferred compensation plan.
• Duties A director has a fiduciary duty to
  represent, protect, and further the interests
  of the stockholders of the corporation. To
  this end, directors are responsible for
  reviewing the policies, goals, and philosophies
  established by the management of the company
  and for insuring that these policies, goals,
  and philosophies are in the best interests of
  the stockholders and that the strategies for
  achieving these goals are properly developed
  and executed by the management.

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ORGANIZATION Location S
omewhere, USA Market Cap 18 billion Revenues
24 billion Employees 43,000 Products XYZ is
one of the leading manufacturers of widgets in
the United States. Operating from several
strategic locations throughout North America,
the Companys widgets are found in a wide
variety of manufactured products, sold to an
equally broad spectrum of industries. From a
business perspective, XYZ Corporation has an
enviable record of success in growing both
revenues and profits on a consistent and
above-average basis since its founding.
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• REQUIREMENTS
• Preferred Preferred minimum experience 25
  yearsMinimum ExperienceBackground XYZ has
  long maintained an experienced and diverse Board
• of Directors. In this particular project,
  they are seeking to
• expand their knowledge of an important market
  in Canada,
• as well as to add to the Boards depth in
  strategic decision-making
• at the CEO level. The Companys preference
  is for individuals
• who have achieved the CEO level at a major
  public company in
• Canada that has both domestic and
  international operations. The
• Company may also consider an executive with
  significant PL responsibility who is on
  track to become the CEO or a senior
• level officer reporting to the CEO in a staff
  function. The ideal
• candidate would have either a financial or
  marketing background
• and would be familiar with the impact
  government policies and
• regulations in Canada have on business in
  general. Given the experience desired, XYZ
  expects Board candidates to have
• significant exposure to issues such as
  strategic direction,
• reorganization, asset deployment, corporate
  finance, and internal
• and external forces affecting corporate
  activity worldwide.Candidates should be
  available to attend all Board meetings.

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OtherCharacteristics

• Candidates should be intellectually and
  emotionally prepared to offer critical review,
  yet modest and self-sufficient enough to have a
  strong sense of partnership.
• Personality/chemistry to fit with the CEO and
  other board members is a requirement. Personal
  criteria for consideration include the following
• Independence
• Wisdom
• Integrity
• Understanding and general acceptance of the
  Companys philosophy
• Business or professional knowledge and experience
  that can bear on the Companys problems and
  deliberations
• Proven record of accomplishment with excellent
  organizations
• Inquiring mind
• Willingness to speak ones mind
• Ability to challenge and stimulate management
• Future orientation
• Willingness to commit time and energy

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Meeting Dates In general, five meetings per
year, including the annual meeting in
November. Total of twelve meeting days per
year. Board meeting locations vary around
XYZs system with one meeting per year in
Somewhere.DO Coverage 100 million
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Discussion Qualifications for new Director

• Operating expertise and depth
• Financial expertise
• Strategic acumen
• Other desired functional expertise
• Credibility track record of excellence
• Complexity of business
• Preferred industry expertise
• Blue chip company reputation
• Executive wisdom
• Diversity

• Situational business expertise
• International or global experience
• Local market knowledge
• Employment status (current vs. retired)
• Current number of boards
• Previous board experience
• Access to constituencies Style and cultural fit
• Avoiding competitor and customer conflicts
• Director independence

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KNOWLEDGE/EXPERIENCE AREAS
Corporate Strategy/Development
Consumer Knowledge/Marketing
Financial
Strategic Planks
International Experience
Manufacturing
Diversity
Technology