300917 002

IAL Insights - Succession planning

Board review specialists Independent Audit share some top tips - things to do and things to avoid - when approaching your board's succession planning.

Date: 16th Apr 2024

Author: Independent Audit

The composition of boards these days is expected to be an expertly mixed cocktail of non-executives. This should be made up of a lot of fresh ingredients along with the pickled ones. Take a good base of relevant skills, combine it with a healthy slug of diversity and, for an extra twist, add a sitting executive as a board member.

Getting this right takes thought, looking seriously at the people your organisation needs on its board in order to support the long-term objectives and planning for a smooth and timely transition. 

Each board has a distinctive recipe, but here are a few of the common approaches which can help you find your own special mix and avoid a sour outcome. 


Good practices to consider…
Things to avoid…

Make decisions based on individuals and their continuing value – not just the term they’ve served.

On some boards, the understanding is that people should really move on after six years. Others think that nine is fine. The Code for Sports Governance stipulates a maximum of nine years continuous service. A checkpoint every three years is a good discipline, not a sell-by date.

Assuming your members and other key stakeholders see your logic. Spell out to them why it makes sense to keep a long-standing NED. There may be a good reason for keeping someone beyond their “expected” term – it could be unique skills or a consistently strong contribution and challenge that the CEO appreciates.  Or they might provide much-needed continuity. Amid the pressure to stay “fresh”, it’s important to remember that the Board needs to stay cohesive – especially at times of rapid or major change.


Keep an eye on all the moving parts. It’s a good idea for the governance lead and the Chair maintain a skills matrix to remind them who brings what to the boardroom, as well as when they are likely to rotate off. Requirement 1.3 of the Code reminds organisations that they must maintain such an up-to-date matrix, detailing the skills, experience, diversity, independence and knowledge required of their Board. Sport Wales’ Governance & Leadership Framework notes that completing a skills matrix for the board and senior staff can serve to highlight both individual and collective training needs.

In addition, making sure that any committees maintain the right mix is also a critical consideration.

Over-engineering the process with a multitude of categories and sub-skills. Real life will get in the way.

The best board succession plans fit on one page without needing a microscope to be read.


Get the order right. An established Senior Independent Director (SID) should manage the Chair’s succession and, of course, you don’t want the Chair and the CEO both heading for the door at the same time. Allow for settling-in time too. A new CEO will want the Chair to be around for a while to provide guidance and support as they get their feet under the table. Likewise, a new Chair – even a highly experienced one – will appreciate the counsel of a SID who knows their way around the organisation, its executives and management team.


Not having the conversation. When is the Chair planning to leave? Or the SID? Or the CEO? It’s important to check everyone’s intentions each year even if there seems to be “nothing to talk about” because “everything is fine.” Get into the habit of discussing it regularly, so that when change is needed, it won’t be awkward to broach the topic.


Keep everyone in the loop – not just the members of the Nominations Committee – if your organisation has one – but the rest of the Board too.  All directors can usefully input into the role specification and the Board’s needs. Plus, a circulated draft and brief discussion with the Board might be all it takes to gain support for the Committee’s plans.


Assuming that a few side conversations constitutes a consultation and then presenting the new NED as a fait accompli. Getting the CEO’s thoughts on the profile is particularly important – but it’s easier to forget the other executive directors, who are too often sidelined during debates on succession.


Get serious about diversity. The requirements of codes and governance frameworks are a useful starting point and an important consideration, but they should not represent the sum total of your thinking! Seriously take into account the needs of your Board as it looks to oversee your strategy.

Ensuring a breadth of representation across your Board means engaging seriously with diversity in its widest sense. This can regrettably still sit in the “too difficult” box for most boards.  But if you set a broad enough profile, you should be able to attract a diverse group of candidates to choose from.

Accepting the apparent constraints without applying enough imagination. Think about looking for functional expertise and bringing a different perspective from outside your own narrow sector, and you’ll find there are a surprising number of quality candidates out there – who can help you meet your diversity aspirations. Where you can, plug into different networks and don’t be afraid to seek help from those who better understand the communities you are trying to reach in your search for talent.


Spend a good amount of time with the candidates in formal and informal discussions, to try to get a sense not just of what they know but also how they will fit in with the personalities you already have.  But don’t string it out for too long…

Extending the process with endless rounds of interviews and a long approval process, trying the patience of the candidates and even losing them along the way. Once the specification is agreed, the interviews can be delegated to a small sub-group. Not everyone has to meet the favoured candidate, as long as the process is transparent.


Provide a thorough induction. There will be background materials for the newbie to read, but don’t just hand out a standard pack: listen carefully to what they need, depending on their experience and interests. Give them ample opportunity to meet the executives and key personnel in one-to-ones and to make visits across the organisation. Pairing an established NED with a new one will give them good insights – and help them to get to know a colleague early on.

Delaying the induction as everyone is far too busy. Or trying to compress the whole thing into an intensive week. There’s a limit to how much anyone can take in and if you blast a new NED with too much too soon, they will struggle. But get going quickly, spread it out over a few months and don’t limit the meetings to top executives. If you give new NEDs a chance to meet staff and middle management, they will quickly start to get a feel for the organisation.


Give new directors some feedback after their first few meetings. It might be up to a year before the Chair is due to hold his one-to-ones with directors. But the new ones need a chance to discuss how it’s going, be reassured and guided – and it’s also a chance to hear their first impressions which can provide valuable insights.  You might invite them to share their impressions with the full Board.

Being too judgemental on the basis of one or two meetings. Wise directors often bide their time, getting a sense of the atmosphere of the Board, the personalities and the habits.  No two boards are alike and it’s easy to weigh in too soon and too actively in a manner that inadvertently jars with the Board’s culture.  But with some support, the initially quiet ones speak up and the louder ones can lean to become a bit more subtle.




Independent Audit are board review specialists. They help boards lead their organisations through effective governance that generates long-term value for stakeholders, employees, and the communities they serve.

They provide common sense board evaluations and advice to help make boards work better.

Find out more about Independent Audit