ceo succession planning key design considerations and best practices december 23, 2003 draft
TRANSCRIPT
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CEO Succession PlanningKey Design Considerations and Best Practices
December 23, 2003 DRAFT
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Contents
Introduction and Background Key Design Considerations Best Practices Reward Strategies Next Steps Appendices
Appendix A – Key Leadership Factors Appendix B – Elements of a Succession Plan Policy
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Introduction and Background
This report provides an overview of best practices in both succession planning and reward strategies While the information provided in this report can be applied across industries and
companies of various sizes, it does take into consideration that the current CEO is also the single controlling shareholder
Please note: Both design considerations and best practices will need to be aligned with prevailing practices in the Russian Federation
The balance of this report includes: Key Design Considerations Summary of best practices in succession planning Highlight of typical total compensation strategies
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Key Design Considerations
The development of a customized CEO/Majority Shareholder succession plan need to address the following key design considerations As the single controlling shareholder/manager, how is succession planning
currently defined in terms of: Retirement: What will the CEO’s role be after retirement? How about the role of potential
heirs? Death and Disability: How will the inheritance be handled (trust arrangements vs. family
members/others) Current composition of the Board of Directors - how will the composition change
upon retirement CEO/Founder, other Directors (Insiders/Inheritors vs. Outsiders/Investors)
Current capital/equity ownership structure Has the CEO/Founder/Majority Shareholder set up a viable equity structure to ensure a
smooth transition What type of compensatory vehicles make sense?
Size of company (i.e., sales, number of employees), type of industry, local, national, international, etc.
What type of management team, if any, is in place? Successors already in line/CEO designate (i.e., inheritors) Translate succession planning guidelines and reward strategies to “local market
practices” in the Russian Federation
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Best Practices
Every company goes about recruiting its CEO and other members of its top management team in its own way, but the companies that do best are able to: Create a winning value proposition Make managing executive talent a top priority Find the best sources for the talent they need Assure the quality of the initial work experience for recruited executives
Especially in companies where the current CEO is the Founder and/or majority shareholder, CEO searches are often doomed before they begin for one simple reason they start with people rather than with the requirements for the job CEOs may have a candidate in mind to succeed them They may have invested years grooming the person through job rotations, coaching and
exposure to the Board Board members too, tend to fix on a handful of people, typically people they’ve known for
years inside the organization Succession is an opportunity to reassess the company’s overall position and future direction The Board should take a broad and forward-looking view of the business landscape and the
company’s emerging needs
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Best Practices
Selecting the "Right" CEO Matching the CEO to the corporate strategy is the very foundation of succession
planning. The CEO, as well as the talent pool of potential replacements, must be a solid match with the company's current and future business challenges
Articulate the organizations' strategic imperatives Based on a strategic assessment of a company, a Board should ask itself several
key questions. What must this company do well to succeed now and in the future?
What are the dynamics of the industry?
How is the competitive environment affecting the company?
In other words, what are the company's overall critical imperatives for success?
Determine the success factors for the CEO The Board must ask itself what the next person in the CEO seat must do
extremely well to achieve the company's strategic imperatives What this step comes down to is this: the Board should define the job and its
success factors
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Best Practices
Articulate the behavioral requirements of the new leader It's clear that the challenges facing the company will have important implications
for shaping the leadership requirements at the top The key question about a CEO candidate, then, is not how well this person did
somewhere else, but whether this person will be able to succeed in this new job in this new environment
The Board should ask itself, what kind of person would fit the needs of the company
What values are important? Does the candidate fit the existing culture--or is a shake-up essential?
Assessing CEO Candidates To determine the right match it is important to recognize that top
executives/CEOs value different things The table on page 11 provide a summary overview of of different CEO profiles
and corresponding value propositions
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Best Practices
Corporate challenges and objectives must be considered as well: How a company ranks in its competitive situation Where it is in its development as a company What is it’s strategic intent and its performance
Type of CEO Values most Values least
Go with a winner Successful company Career advancement
Inspirational mission Geographic location
Big Risk, Big Reward Pay for performance P&L responsibility
Industry leader Hands-on personaldevelopment coaching
Team player Inspirational mission Talented colleagues Challenging work
Big risk; big reward Career advancement
Source: Towers Perrin
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Best Practices
Below are four corporate scenarios which further highlight the importance for matching the company's needs to the CEO candidate’s capabilities and behavioral style: Rapid Growth: Marked by a dramatic increase in revenue and market-share
often accompanied by new products and/or markets. Turnaround: a company in significant trouble and need of major financial and
operational restructuring Merger Integration: two companies faced with the challenge of combining
resources to function as single entity. Industry shift: a company in an industry undergoing major changes that require
the company to change its culture Appendix A provides a summary overview of how certain traits and characteristics can
support one corporate situation better than another
Another critical element of a CEO succession plan is to determine whether an “Insider” or an “Outsider” will be more suitable
Especially in situation where the current CEO is the Founder/Majority Shareholder, one of the most difficult questions in a search for a new CEO is whether to look “inside” or “outside” the organization
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Best Practices
An Insider is Best When The organization is on a good trajectory. No changes are required in the
company’s direction, organization or people
An Outsider is Best When The business portfolio requires transformation. An insider, particularly someone
from the operating side, is less likely to have the necessary skills in deal making and negotiation
The company must make a dramatic shift in strategy to adjust to a discontinuity, such as the closing of a particular line of business. An insider will have a harder time breaking away from business as usual
The organization must adjust to industry consolidation or the convergence of several industries. An insider will have a harder time adopting a highly objective frame of mind. An outsider is more likely to be able to reinvent and reposition the business
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Best Practices
Conclusion
Effective succession planning is a dynamic and creative process. While it is always dangerous to try to reduce something so complex to a formula, a few basic rules do apply: The Board and the CEO both should take responsibility for – “Ownership” of the
succession planning for the CEO and top management The plan should be updated at least once a year, and the Board should receive an
annual report on the plan The plan should contain six basic elements:
An assessment of the company’s current management needs
An assessment of the strengths and weaknesses of the current CEO and other senior managers
Identification of internal candidates to succeed the CEO
Consideration, updated periodically, of whether to conduct and external search and preliminary identification of search consultants
An interim transition plan, particularly there is no clear internal CEO successor and a separate emergency crisis management plan with designated internal interim successors for the CEO and other senior managers
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Best Practices
Conclusion (cont’d) The Board should always entertain alternative strategies – such as a business
specialist that brings in new management – in addition to traditional succession The process should be candid, but not needlessly confrontational, and
management morale should be considered.
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Reward Strategies
A competitive total compensation package should be part of any successful CEO succession planning process
In a situation where the current CEO is also the majority shareholder, several key design considerations should taken into account, including (but not limited to): Dilution of current equity ownership
For example, percentage of common shares outstanding vs. annual equity ownership guidelines as a percentage of base salary
Total compensation mix Fix vs. variable (pay for performance) pay
Balance between cash and equity compensation
Performance Measurement Setting of annual vs. long-term performance targets (financial and non-financial)
Regulatory and statutory laws
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Reward Strategies
A competitive total compensation package can be designed utilizing both annual and long-term compensation vehicles: Annual/short-term compensation vehicles
Base salary Sign-on bonuses Performance-based bonuses/incentives
Long-term compensation vehicles “New hire grant” of equity (i.e., % of shares outstanding) Annual ownership guidelines (i.e., % of base salary: 3-5 times) Stock options (with or without performance based vesting) Restricted stock (time or performance based vesting)
Benefits/Perquisites should also be aligned with competitive market practices, including: Housing allowances Company car/car allowance/driver Health club memberships Assistance with financial planning, accounting and tax related issues
Other employment contact provisions should include: Severance agreement Change-in-control protections
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Next Steps
Develop a customized CEO succession plan for IFC’s client, including Discuss success planning with current CEO/Majority shareholder, including:
Company’s vision, mission and corporate strategies
Current provisions in place in case of retirement, death and disability
Role of the current CEO
Role of heirs (if applicable)
Obtain additional insight into the client companies current capital and governance and structure
Align total compensation packages with competitive market practices and local/national regulatory/statutory laws
If desired seek outside counsel is the design of a competitive and customized CEO Succession Plan
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Appendices
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Appendix A – Key Leadership Factors
Corporate Situation Key Leadership Factors Rapid Growth
Sees alternatives beyond traditions and habits Embraces change easily Effectively communicates clear vision of the future Willing to surround self with needed talent Delegates authority; trusts others to get the job done.
Turnaround
Near-term focus with long-term awareness Stands ground in face of resistance Clear and concise communicator Motivates people to think about where the company is going-
not where it is coming from Generates solid team around new agenda
Merger Integration
Able to visualize picture of future organization Understands the cultures of the two organizations and potential
implications of their differences Recognizes that cultures are more powerful than individuals;
willing to work with cultural dynamics Consensus building management style
Industry Undergoing Structural Shift
Excellent industry knowledge Able to think out-of-the-box Comfortable with ambiguity Passion for change Creates a sense of urgency Motivates others to change their mind-sets as well as their
management practices Source: RHR International
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Appendix B - Elements of a Succession Plan Policy
Elements of a Succession Plan Policy - Example
Statement of commitment to prepare for inevitable leadership change
Statement of commitment to assess leadership needs before beginning a search
Plan to appoint interim leadership to ensure smooth operations and compliance with contractual obligations
Outline of succession procedures including: Internal management succession to the interim position Time frame for making the interim appointment Time frame for appointing a Board transition committee Roles of the transition committee, e.g., communication with stakeholders,
identifying a transition management consultant, conducting an organizational assessment and designing the search plan