Good Governance Guides

Good Governance Guide: No 2.4

Category: Orientation
Subject: Criteria for Selection / Recruitment
Source: Chartered Secretaries Canada

The size of the board and its composition depends upon numerous variables including scope and type of business operations, the range of trans-border issues, the nature of the organization (i.e. private, public, not-for-profit etc) and its reach. In general, the Board needs to be composed of individuals with the representative skill sets and knowledge sufficient to exercise control and strategic direction to the satisfaction of stakeholders.

Selection criteria impacting the composition of the Board include the following:

• International stature in the individual’s chosen business or profession;
• Reputation;
• Ability to bring to the Board a knowledgeable perspective on issues affecting business in the geographic jurisdiction in which the individual resides or carries on business;
• Business acumen and professional competence;
• Availability and degree of commitment;
• Specialist knowledge;
• Leadership skills;
• Ability to act in the best interests of the Corporation as a whole, and independently of any particular interest arising as a result of any previous, existing or future relationship with the Corporation’s shareholders, customers or suppliers;
• Willingness to ask probing questions and challenge management within the appropriate governance context;
• Ability to "speak with one voice" once a full discussion has been undertaken and a decision has been made by the Board in accordance with its governance policies;
• Compatibility with the Corporation’s strategic objectives and operational values;
• Ability and willingness to make a real contribution to the Corporation, its Board and its shareholders;
• High ethical standards;
• A strong, independent individual who also contributes effectively as a team member of the Board and its Committees;
• Ability to assist the Corporation in making contacts and assisting in business development where appropriate;
• Ability to critically assess business strategies and operations;
• Forward thinking and with a knowledge of potential changes and trends facing the future of the industry; and
• Well versed in corporate governance and risk assessment.