Choosing Board Members

Nick Jarrett-Kerr

| December 1, 2015 Governance

In some firms the top leadership team or board is almost self-selected from a very short list of partners or members who are prepared to involve themselves in management. Equally there are many firms that need to choose their boards and even their managing partners from a long list of potential candidates. Many factors need to be considered but I suggest that amongst these, it is important to assess each candidate’s broad tendencies in decision-making. I offer six tests, none of which points to a right or wrong solution but perhaps to the desirability of a good mix of personalities at the top table.

1. Wealth Creation. To what extent will profit creation and enhancement be a critical factor in decision-making? Of course, all firms need to make as much profit as possible, but if the pursuit of material wealth is the predominant concern, how would clients and staff view this? Would it lead to a trainee lawyer saying (as reported recently in Oxford University’s Cherwell newspaper) that his leading London firm was all about “f***ing people over for money”?
2. Hard Facts. Would the candidate prefer to make emotion-free decisions as far as possible based on data and evidence? How might such a preference affect the firm’s stated values of caring and concern for people? Having been recently brought in as an objective and emotionless third party to carry out a redundancy exercise, I can see that there is a place for an element of rationality – and possibly cold-heartedness – in every firm, but it should not be allowed to dictate every decision.
3. Novelty and Change. How open are the candidates to trying new and different ways of doing things? At one extreme, you will find candidates dedicated to established methods who will frequently say “If it aint broke, don’t fix it”. At the other extreme, the pursuit of novelty and change can be like a drug. Without doubt, firms need to exploit multiple perspectives and to explore new ways of doing things, but the NewLaw bandwagon is not always the right vehicle for every firm, every circumstance or every practice group.
4. Power and Control. To what extent is compliance important, particularly in relation to controlling the activities of partners, who are difficult to manage even at the best of times? Negative behaviour is however easier to control than positive behaviour. Partnership agreements often include as grounds for expulsion bringing the firm into disrepute and this brings the private lives of partners into focus – one US firm in London has recently fired a partner who made offensive remarks about football supporters on social media.
5. Duty and Loyalty. What part should a sense of obligation play in decision making? The integrity of relationships is highly important in a people business but loyalty in a business context almost always needs to be balanced with rationality, commerciality and pragmatics.
6. Egalitarian Ethos. How important is it to think about the effect of decisions on others – particularly lower down in the firm and outside it? How acute is the candidate’s regard and respect for people and the community? How strong is the individual’s commitment and ethos towards diversity, inclusion and corporate social responsibility – or is this viewed just a box-ticking, reputation-protecting marketing fad? Internally, how hierarchical is the firm and what credence might be given to the views of low-ranking people or how decisions might affect them?

Those in management positions will often see what they want to see and hear what they want to hear. All these questions are designed to uncover a person’s preferences for a particular desired state of affairs. These beliefs may affect candidates’ fields of vision and the intensity with which data will be sought, the sources that well be used and the end result that is desired. It is important to select individuals who themselves demonstrate a balanced approach, as well as striving for balance among the management team as a whole.