Cover Story Boardroom ALL-STARS Qualities that hen Rupert Murdoch handpicked 27-year- tional realities and the fact that boards act in concert, W old Natalie Bancroft for a seat on the News make it difficult, say recruiters, to single out great make great Corp. board following its acquisition of Dow Jones, board members from the corporate echelon. corporate few were singing the praises of the budding opera diva. Still, board advisers and search executives agree On paper, what seemed to be the Dow Jones heiress’ there are universal qualities that apply to the vast directors and only qualification for board service was her last name. majority of today’s high-performance directors, such as the individuals (As part of the deal, Murdoch had agreed to hold one courage, conviction, commitment, and intellect. “The who possess board seat for a Bancroft family representative.) The qualities of good board members don’t change with professionally trained singer has no business degree the environment,” says Harvard Business School Pro- them. and no previous corporate or boardroom experience. fessor Jay Lorsch. “They need good judgment. They When asked about the corporate-governance experts need to participate and say what’s on their mind, and By Judy who said Bancroft’s inexperience could be “viewed as a they need to contribute until a decision is made on Warner disservice to News Corp. shareholders,” Murdoch what needs to be done. It’s almost that simple.” replied: “That’s rubbish! If you listen to corporate-gov- The responsibilities of board members have ernance issues, just remember what they said when evolved, however, giving rise to a new set of stan- Google floated [its IPO]. They said it was the worst cor- dards by which their ability to serve is gauged. porate-governance model they had ever seen.” “Board responsibility has shifted from advisory to One observer wrote that the choice of Bancroft monitoring, and not just because of Sarbanes- was “brilliant” reasoning that “Murdoch’s strategy for Oxley,” notes Richard Ziegler, a partner in the law News Corp. hinges on appealing to her generation. firm Jenner & Block. “It’s a really tough act to be an It’s not often you get to appoint someone that age to a adviser and a watch dog at the same time. It’s a chal- board. I think it’s a stroke of genius, really. Insight lenging role for anyone.” into younger generations is insanely hard to get, par- Such demands mean that board members need to ticularly at the board level.” have the time, willingness, and flexibility to deal with How Bancroft performs in her debut role as a cor- complex issues. Yet there exists a tendency to seek porate director, of course, remains to be seen. The “rock star” caliber board members, those like former circumstances around her appointment are more vice president Al Gore or Avon chairman and CEO anomaly than norm, not because of her gender Andrea Jung, whose impeccable credentials and (although she is the first woman to serve on the News high profiles impress current and would-be share- BY MIKE JAROSZKO ILLUSTRATION Corp. board) but for her sheer lack of bona fides. holders. The opinion is that almost any board would And yet her appointment emphasizes an important benefit from the depth and breadth of their experi- aspect of assembling a great board: there are no for- ence. However, all board members and candidates mulas. Top recruiters say that one size does not fit all must be selective about where they invest their time, and an individual who would be a perfect match for and the ability to align that experience with the one board might be a disaster on another. Such situa- needs of companies is both the science and art of 22 Directorship April/May 2008 Cover Story executive placement. Davis. “They can’t be. An inordinate the company and to the shareholder. They Some of the best directors toil in relative amount of time needs to be devoted to typically are not household names.” obscurity, oftentimes at lower-profile com- board service. Most of the very best direc- panies. “The best board members are not tors do the selfless work that shareholders Lead and Be Led rock stars,” says Egon Zehnder’s George truly appreciate. They are committed to In the aftermath of the corporate scandals The A List Jeffrey Bill Gates A. G. Immelt Lafley Directorship set out to assemble a list of well Widely considered one of the best CEOs: the backdating mess at Apple could keep known and, arguably, lesser-known board Jeffrey Immelt, 52, ninth chairman and him out of the Hall of Fame. members whose sterling qualifications and CEO of GE; a director of the Federal experience make them outstanding among Reserve Bank of New York. By GE rules, Less autocratic than Rupert, sunnier than their peers. We listened to board advisers he sits on no public company boards other Sumner? His knowledge of media and deal- and the top recruiters explain the screening than his own, but we’d send him out to the making prowess make Barry Diller, 66, criteria they use. mound as CEO. chairman and CEO of IAC Interactive, Admittedly, of the several thousands of chairman of Expedia, and a director of active board members, we present only a The undisputed king of technology and Coca-Cola and The Washington Post Co., small sampling. To emphasize the point lead futurist: Bill Gates, 52. His decision almost without peer. He hits M&A home made by Egon Zehnder’s George Davis, the to retire later this year may free him up to runs and runs down everything that comes best board members operate in obscurity sit on more boards. He is chairman of into left field. But Diller is also not without and keep their names out of the paper. That Microsoft; on the board of Berkshire Hath- controversy. His longtime dispute with Lib- we don’t know about their crises is a testa- away; and co-chair of the Bill & Melinda erty Media’s John Malone indicates he ment to their ability to keep them from esca- Gates Foundation. He’ll cover the tech- might be a distraction in the locker room. lating into large, public disasters. For that nology infield like Derek Jeter at short. reason, this list is by no means intended to “A nice guy who finishes first”—that’s how be comprehensive. He didn’t win the presidency, but Al Gore American Express chairman and CEO has won everything else since. The former Kenneth Chenault, who sits on the IBM The All Stars Vice President, 59, is co-founder and board, has been described.You just can’t chairman of Generation Investment Man- be a jerk and be in the service business, Who better than the world’s most success- agement; author, and filmmaker; Nobel he has said. He’s so solid, he makes every ful investor: Warren Buffett, 77, chairman Peace Prize and two-time Academy Award play at first. of Berkshire Hathaway, director at the winner; on the board of Apple; and senior Washington Post Co., and formerly on the adviser to Google. Environmental and cor- “Consumer-centric” and “tide-turner” boards of Gillette, Coca-Cola, and Capital porate social responsibility issues are A.G. Lafley, 60, president and CEO of Cities/ABC. On an all-star board, we want becoming an important specialty, and this Procter & Gamble and Gillette since him as our skipper and chairman. designated hitter is a ringer. One caveat: 2000; director of General Electric and 24 Directorship February/March 2008 earlier in the decade, integrity, independ- stand up to management to make sure One example of a board member with ence, and courage are essential. “A level of management is doing the right thing, but documented courage is Armando Codina, courage is required of every board direc- they must also stand up for management a member of the Merrill Lynch board, tor,” says Ted Dysart, managing partner of for doing the right thing when the results who is credited with leading the effort to Heidrick & Struggles. “Directors need to might not necessarily be there.” oust Stanley O’Neal. “Codina is definitely Carl Icahn Andrea Jung Meg Whitman Dell Computer. When Immelt isn’t being than ever. Where else? Center field. tems Inc, Hovnanian Enterprises, Inc., named “best CEO,” Lafley is. With a Tenet Healthcare, Electric Data Systems, knack for generating hits with consumers, Apple could have picked anyone for a and The Eclipsys Corp. he’s our lead-off man. board seat—it chose Andrea Jung, 49, chairman and CEO of Avon Products; also “Nobody’s better on audit” than J. Michael “Brilliant strategic mind:” Rajat Gupta, 60, on the board of GE. Re-invention? Perse- Cook, 66, chairman and CEO emeritus, former managing director at McKinsey & verance? Like she has done at Avon, she’s Deloitte & Touche; on boards of Burt’s Co.; director at Goldman Sachs, Procter & our long-ball hitter, with the ability to turn Bees, Comcast, Dow Chemical, Eli Lilly, Gamble, AMR Corp., and Genpact LTD; the game around. and International Flavors & Fragrances. and special adviser on management reforms to the Secretary-General of the The Retired CEOs Club Lauded for integrity: William W. George, United Nations. There’s no one better 65, former chairman and CEO of coming out of the bullpen on strategy. “Understands both new and traditional Medtronic; professor of management prac- business models.” That’s Meg Whitman, tice, Harvard Business School; author of “Lead devil’s advocate” and consummate 52, soon-to-retire president and CEO of True North: Discover Your Authentic Lead- dealmaker: Carl Icahn, 72, CEO of Icahn eBay; on the boards of Procter & Gamble ership; and on the boards of Exxon Mobil, Management; chairman of Imclone Sys- and Dreamworks Animation SKG.