As you set out to look for Board successors, consider these 7 best practices for an ideal community bank board of directors. As we conduct strategic planning sessions with community banks around the nation, we often hear the need for succession planning at the Board level. This need is so urgent that it becomes one of the institution’s top objectives for their strategic plan. But whether that’s your situation or not, these 7 best practices for an ideal community bank board of directors may help you:

Differentiate between “independent/outside director” and an “insider.”

The first step is to understand the difference between an “independent/outside director” and an “insider.” Outside directors are those who are not employed by the institution nor are a large shareholder. They can be a customer and can (and should) receive compensation for their Board service. An insider, on the other hand, is employed by the institution for their regular job or is a family member and part of the ownership. Ideally, in a community bank board of seven Directors (which is the minimum we recommend), you should have four outside directors and three insiders. With three insiders you can have the majority shareholder/owner, one family member, and the CEO of the bank.

Be open to inviting “independent/outside directors.”

Be willing to invite “independent/outside directors” to join your board who are not family members, nor owners, nor customers. These candidates are hard to find but they are the best suited for the Audit Committee Chair role. They bring a true objective perspective and have zero conflicts of interest. They will tell you the truth!

Avoid the risk of having other executives as directors.

It is common for small community banks to have more than one executive as Board directors. I strongly caution you against this practice as it puts the bank at risk in two ways: First, if you lose the executive, you will also lose a director. Secondly, if the executive has performance issues, you cannot discuss it with other directors without excluding that one director and that, at the least, can be awkward. At the worst, your bank keeps a bad performer which puts you at risk.

As a best practice, the President/CEO should be the only executive that is a director. If your bank has a separate CEO and President then, ideally, only the CEO should be on the Board. The President can also be on the Board but keep in mind he/she occupies an additional insider seat.

Pay your Directors well.

Directors of a bank have an enormous responsibility and risk. For this reason, you don’t necessarily compensate them only for the time they spend on meetings. Some institutions hold monthly meetings in addition to quarterly committee meetings. The Board package ranges from 100 to 300 pages, and it takes time to read and come prepared to the meetings. Most Board directors still run their own businesses or hold high positions of leadership. Therefore, it is fair to compensate them for their time, in addition to their fiduciary liability. If you want to attract the best board directors, you must compensate them fairly based on your asset size and complexity of your institution.

There are out outside organizations such as Bank Director that conducts in-depth Board compensation surveys that you may check out. You could also ask your peer bank colleagues if you need to review your Board compensation.

Clarify Directors’ roles and expectations.

The primary roles of directors are their fiduciary duty to enhance the shareholders’ value, provide strategic direction for the bank, and to protect the customers’ data and deposits by ensuring the bank is safe and sound. Board Directors can refer business to the bank but that is not their primary responsibility. Business development is a management responsibility and that is the primary function of business development officers.

Invest in Director training.

It is crucially important that you invest in director training and budget for it annually. There are conferences, webinars, and onsite training you need to provide to your directors to stay on top of regulation, cybersecurity, and risk management. There are also special certifications such as the Certified Community Banking Director offered by the SW Graduate School of Banking Foundation in partnership with the Southern Methodist University.

Consider establishing an age limit.

While it’s important to consider establishing an age limit, I am personally more interested in director engagement. If a director is actively engaged in the meetings and provides valuable insight, it doesn’t matter how old they are. Having said that, it is important to bring fresh blood and new perspectives to your Board of Directors as well as diversity of skills.

I hope these 7 best practices for an ideal community bank board of directors helps you in your quest for your directors’ successors. Struggling with your directors? As always, we’re here to help.

During your strategic sessions, when planning for leadership succession, focus on the talent. Succession planning is on everyone’s top strategic objectives. And you must choose the right successors for each leadership position. The leadership team comprises of a variety of talent, skill, and experience. So how do you choose successors to the top-level leaders successfully?
Below are five talents to look for as you look for successors to the top positions of your organization:

The Talent of Leadership.

You can argue that leaders are born or made. I believe it’s both. The best leaders are those who are naturally good influencers of people which is the top talent to look for in your senior leadership team. Leaders take the initiative to lead. They are excellent decision makers with the information they have available at the time. They also own their decisions and consequences of those decisions.
Influential leaders don’t “tell” others what to do. They “coach” others to discover the answers for themselves. Top leaders must trust their employees that they know how to perform the job the company hired them to do.
Lastly, it is crucial to understand the difference between leadership and management. Leaders impart the vision to others. Managers execute the vision. Leadership is a talent. Management is a skill. The best leaders are also successful managers. Top leaders must be willing to develop their leadership talent and to enhance their management skills.

The Talent of Communication.

The talent of communication includes the ability to communicate well in every area and in a variety of ways. Good communicators are well spoken and can also communicate successfully in writing. They have the common sense to discern when an in-person conversation is better than an email or voice mail based on the circumstances. They choose words wisely to ensure others understand the message correctly and avoid misunderstandings or hurting other people’s feelings.
Excellent communicators listen well and repeat what others say to ensure they understood the message. Leaders who possess this talent mold their communication style to others’ styles to ensure a successful interaction. They take the initiative to understand the communication style of those they interact with and confront situations as they arise.

The Talent of Strategic.

Top leadership must be strategic about the future on how to direct the company’s endeavors. Collaborating with the other top leaders as a team, leaders make decisions that impact all stakeholders. People who possess the Strategic talent, according to the CliftonStrengths themes, create alternative ways to proceed after they explore at all the options.
Even when a company has a vision, without strategy at the top level of leadership, the company wonders around and does not accomplish its goals nor the vision. As a strategic team, they select members based on the knowledge gaps and needs of the team. It is crucial for the future success of the organization to choose the right successors for the top positions of the company.

The Talent of Includer.

Not one person can lead an organization without consulting and including the rest of the team—not even the CEO. Therefore, it is imperative for a Senior Leadership Team to look for leaders who include others in the decision-making process and that listen to others’ perspectives and points of view. Just as important, once a decision is made, whether everyone agreed or not, the team must support the decision.
According to the CliftonStrengths themes, those who possess the talent of includer simply “accept others.” Even though this talent is important, on one hand, the team must ensure the entire staff is represented at the leadership level. On the other hand, they must ensure that confidential information does not get out prematurely to the staff in an effort to “include everyone.” Doing so can present legal risks to the company if they share information that is not appropriate to be shared until the right time.

The Talent of Responsibility.

Top leaders must accept the huge responsibility it is to lead others. Some people only want the title but don’t want to take on the additional responsibilities that go with the title. Ensure your C-Level leaders embrace and own the responsibility given to them. They hold each other accountable.
Leaders with the talent of responsibility get things done. And precisely because they do what they say, they typically don’t understand others who don’t follow through. For them this is inconceivable. That’s when the communication gift comes in handy to understand others who don’t possess that talent and talk about it.
I will leave you with these related questions as you search for successors:

• How deep is your talent pool? Could you find successors to the top leadership positions internally?
• Are you focusing on depth of talent to include talent, skill, experience, and expertise to fill the open seats?
• Are you looking for people who share your core values and the skills to match the business needs?

Succession planning is a great way to introduce new set of skills and expertise you may have been missing in the past. Therefore, when planning for leadership succession, focus on the talent. I hope searching for these five talents in your top leaders’ successors helps you form a successful team.