The Handbook of Board Governance, 2nd Edition

APPENDIX 4Model Individual Director Position Description

Richard Leblanc CMC, BSc, MBA, LLB, JD, LLM, PhD

Professor of Governance, Law & Ethics, and Director, Master of Financial

Accountability Program, York University; and Independent Governance Advisor

Introduction

Not all individual directors on a board are equally effective.

For an effective board, normally the board and committee chairs are the most effective directors, and the newest directors are the least effective. For an ineffective board, normally the board or committee chair(s), or a tenured director(s) (e.g., four to five years on a board) is a less effective director. Coaching and development or retirement or rotation should therefore occur.

There are myriad reasons for director underperformance, including a lack of independence, conflicts of interest, excessive tenure, competencies and skills that are not current or relevant, unduly influencing board deliberations, not attending meetings, not attending for the full duration, not preparing for meetings, demonstrating a lack of integrity, breaching confidentiality, frequently talking over other directors, not being engaged or being distracted by the use of devices, a lack of resiliency or solidarity, operational- or management-domain questions or actions, a lack of understanding of the business model, an unwillingness to learn the business or industry, and other factors as well.

To counteract these infirmities, many regulators, investors, and boards are emphasizing ...