Carol RipleyCarol Ripley

Hi Everyone. Regarding the question whether you should seek a change to your rules to allow the Board to appoint directors with specific desired skills, I am on a Board that has recently done just that. The company has significant risk and is operating in new financial markets that many of the current directors have little experience in, and the Directors felt that we needed to recruit specific skill sets around risk assessments and evaluations. This new director position is currently unfilled, although we are attempting to recruit for the right individual to fill the role. This new director will have a three year term, but a majority of the current elected directors can terminate the recruited director if we determine that the specific skills we wanted are no longer necessary (i.e. if the business model itself changes).

This is a new initiative for us and so we don’t know how it will work out, but we definitely identified a skill gap that we wanted filled sooner rather than later. We were concerned that an elected director would not necessarily possess the required competencies, even if we identified the need when seeking new directors. I still think it will be a balancing act to ensure we have sufficient elected directors versus recruited directors overall.


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