Board and CEO succession are two of the most difficult challenges that boards face. Too frequently, the Governance & Nominating Committee waits until a director or executive decides to leave before planning a new search. Even then, the pool of candidates is too often restricted to the board's network, leaving many qualified individuals out of consideration and rendering the board vulnerable to groupthink. How should boards best plan for board and CEO succession so that they are prepared for the inevitable need to find a new director or CEO? How should boards ensure that candidates have the right mix of skills and experiences? How does board succession impact long-term shareholder value? To listen to a recording of this webinar and access more supporting documents, visit http://xceo.net/news/xceo_webinar_11-7-2013.cfm.

1. Board Succession & CEO Selection
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XCEO

2. Format
• Introduction by Jim Kristie, editor, Directors & Boards
• Time for questions (enter them from your computer
using the “Ask a Question” button) during and after the
presentation
• 60 Minutes
• Presentation and supporting material will be emailed to
all participants after the webinar
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3. Speakers
Curtis J. Crawford, Ph.D.
President and CEO
XCEO, Inc.
Jim Casella
Chairman and CEO
Case Interactive Media
Kathy G. Eddy
Director
Harsco Corporation
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4. Board Succession & CEO Selection
Outline:
• What is Effective Board and CEO Succession?
• How Do You Know if You Have a Highly Effective
Board?
• Key Elements of an Effective Board Profile
• Best Practices
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5. Board Succession & CEO Selection
Board and CEO Succession Today:
In an increasingly globalized and socially conscious world,
today’s corporate boards must keep pace with changing
environments, markets and technologies…
In this sea of change, boards interested in corporate reform have
little choice than to study their own behaviors amid these
changes and then restructure themselves.
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6. Board Succession & CEO Selection
Board Succession Today: Consider this…
How effective is a skills matrix in composing an effective board
or selecting a CEO if you don’t have benchmarks and
evaluation processes in place to assess individual and board
performance?
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7. Board Succession & CEO Selection
Definition: What is Effective Board and CEO
Succession?
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8. Board Succession & CEO Selection
Is there an optimal size?
Corporate boards typically range in size from 5 to 15 directors.
Size is an important factor in board performance because the
effectiveness of each director is strongly influenced by the number
of other directors.
Decision making may be more difficult when there is an even
number of directors. Smaller organizations limit the size of the board
to 5, 7 or 9.
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9. Board Succession & CEO Selection
Diversifying Contributions:
Diversified boards have an array of executive members, and may
include specialists in finance, technology, marketing, employee
relations, ecology, management and corporate governance.
The enlightened board includes both male and female executives
from the racial, ethnic, and cultural backgrounds most relevant to
the organization’s current and future operations.
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10. Board Succession & CEO Selection
Corporate Governance & Nominating Committee:
The Corporate Governance & Nominating Committee has the
broadest charter of all the standing committees, yet it has the least
relationship continuity.
Three standing committees required by the NYSE:
Corporate Governance & Nominating Committee
Compensation Committee
Audit Committee
The Corporate Governance & Nominating Committee (or equivalent)
is responsible for ensuring a successful board succession process.
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11. Board Succession & CEO Selection
Management Support
CFO
HR Executive
Board Secretary
Professional Independent Support
External Auditor
Compensation Consultant
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12. Board Succession & CEO Selection
How Do You Know if You Have a Highly
Effective Board?
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13. Board Succession & CEO Selection

14. Board Succession & CEO Selection
Process Deployment
Board
Directors
CEO
Committees
Risk
Process Management
Director
Recruitment
Performance
Assessments
Director
Development
Director
Succession
Compliance
On-Boarding
Process Assessment
Secure
Neural
Inexpensive
Confidential
Effective
Easy to Use
Comprehensive
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15. Board Succession & CEO Selection
Director Perspectives:
What Does Effective Board Succession Look Like?
• Board
• Prospect
• Search Firm
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16. Board Succession & CEO Selection
Regular Evaluation:
A major key to board renewal and reformation is a regularly
occurring board evaluation. A thorough review and evaluation of the
board’s role and performance will reveal when the board requires
new talents and skills.
Similarly, a regular review of the directors’ and CEO’s skills and
experiences and how they are aligned with future business strategy
and targets is essential to enhanced shareholder value.
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17. Board Succession & CEO Selection
Key Elements of an Effective Board Profile
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18. Board Succession & CEO Selection
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19. Board Succession & CEO Selection
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20. Board Succession & CEO Selection
Best Practices
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21. Board Succession & CEO Selection
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22. Board Succession & CEO Selection
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23. Board Succession & CEO Selection
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24. Board Succession & CEO Selection
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25. Board Succession & CEO Selection
Questions?
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