Best Practices for Director Selection and Developmentby the Women Corporate Directors Global NominatingCommission

III

December 11, 2012

As Co-Chairs of WomenCorporateDirectors’ (WCD) Global Nominating Commission, we would like to take this opportunity to share an exciting compilation of resources that Nominating Committees and Board Leadership can use to bring talented diverse candidates into their boardrooms.

Following WCD’s Call to Action, a Plan of Action was developed to find ways to help get information and awareness of diverse candidates to boards as well as the business cases for why this is necessary. WCD’s Global Nominating Commission was formed as a high-level task force of select corporate board nominating committee chairs and members from around the world, as well as CEOs focused on proactively building diverse board and candidate slates. After several meetings and research with our partners and global members, we have developed WCD’s Global Nominating Commission Report. We hope this will bring you closer to the information you need, when you need it, from one location. Additional global outreach to apply this information will follow.

We would like to thank our partners at Catalyst, KPMG, and Heidrick & Struggles for helping us to prepare the content in this report. They truly understand in the mission of better business through diversity on boards.

Respectfully,

Dr. Myra Hart, The Hon. Ann Korologos, Maggie Wilderotter

Co-Chairs, WCD’s Global Nominating Commission

IV Contents

A Call to Action 1

Thoughts on Improving Diversity on Boards 3

Director Databases and Other Resources 5

Articles/Thought Leadership 6

Research and Reports 11

Director Education Resources 14

Commission Members 16

1A Call to Action

WCD Challenges Every Leader to Actively Help Bring More Women onto Corporate Boards, and to Build Diverse Boards that are Multi-Gender, Multi-Skilled, Multi-National, Multi-Ethnic, and Multi-Generational1. Build the Pipeline Through Advocacy and Mentorship

Each Board Director and corporate leader should help identify senior women in their companies and help them gain the visibility and responsibility necessary to become a Board Director: Identify; Coach; Promote; Advocate

2. Assure Every Director Slate Includes at Least One Woman Board Nominating Committees, Executive Search firms, Succession Planners and Boards themselves must commit to including at least one woman on every slate. We can learn from the NFL’s highly effective “Rooney’s Rule,” which assures an African-American coach is considered in each coach search.

3. Declare Board Diversity a Necessary Component of Good Governance Regulatory agencies, stock exchanges, and governance communities around the world should encourage nominating committees to secure diverse directors and to explain their Board selection process in their proxies.

4. Turn CEOs into Champions and Change Agents Engage the men and women who run companies to champion and promote the business case for women on boards and in senior positions.

5. Expand the Pool Even while developing clear and consistent methodologies for evaluating the potential of board and executive candidates, companies should look beyond sitting or retired CEOs for Directors. Executives with expertise in global branding, supply chain, strategic talent, risk, IT, and manufacturing in China or India can make excellent Directors.

6. Provide Specific Board Training Encourage qualified women to participate in Board training programs, and then move through the pipeline of Advisory Board service to Director positions.

7. Sponsor More Research Counting does matter. We need more research on the performance of global companies with diverse boards, and with women leading in the boardroom – how they can outperform their peers, connect their strategies to their communities, and create innovative strategies.

8. Report and Write About the Issue More media and op-ed attention should be focused on the business case for women on boards and in the executive suite, domestically and globally.

9. Refer Women to Board Seats Every woman and man who chooses not to accept a Board position that has been offered to them should recommend women with the needed expertise for the seat.

2 A Call to Action

10. Exercise all of your rights as a shareholdera. Vote “no” or withhold your votes from corporate board nominees in

companies that fail to include women directorsb. Write to the CEOs, board chairs and nominating committees of those

companies explaining your actionc. Attend annual shareholder meetings and raise questions about the

board’s compositiond. Support shareholder resolutions and seek greater board diversitye. Monitor the actions of your mutual funds and hold fund managers

accountable for proxy voting guidelines and votes in board elections that do not promote inclusion of women on boards of companies in which they invest

f. Consider companies’ board and leadership composition before you decide to make an investment

The future of diverse corporate boards can no longer be some place we are going, but one we create together now. If each of us takes action there will not only be more qualified women on corporate and large privately held boards, but they will make a difference around the table, in the world and for the world.

www.womencorporatedirectors.com

3Thoughts on Improving Diversity on Boards

The goal of the Global Nominating Commission (GNC) is to ensure that qualified women board candidates are presented, selected, and successfully onboarded to deliver maximum value in the boardroom.

Global Nominating Commission – 2013 Action Plan

• Get more women directors placed onto nominating committees – and chairing them.

• Encourage nominating committees to instill a process requiring a review of multiple criteria for new board members – a diversity not only of gender or ethnicity but also geography, skill sets, industry background, and other experiences.

• Encourage nominating committees to require that director slates include diverse candidates.

• Identify how boards are looking beyond CEOs for candidates with specific skills: digital innovation, strategic talent, supply chain management, manufac-turing in China and/or India, and global branding.

• Draw lessons from countries across WCD’s global footprint to increase awareness of existing barriers to increasing diversity on boards, including a reluctance by sitting directors to leave boards to make room for diverse candidates, lack of term limits, and the increase in some companies of the retirement age from 70 to 72.

• Connect diverse director candidates with board sponsors who can influence their board placement – especially for the candidate’s “first appointment.”

• Identify a champion within each of the Commission members’ boards to make a diversity appointment on one of their boards...and then ask for another.

• Identify advisory board opportunities and sponsor qualified women for a seat at the table.

• Host events in cities – first in the U.S., then rolling out globally – having nominating committee members speak with business leaders about how board searches are conducted.

• Seek speaking opportunities at leadership, governance, and industry organi-zations and conferences to promote importance of diversity at the board level.

• Create speakers bureau of female executives who have been CEOs or directors of companies who can speak to value of diversity on boards.

• Forge alliances with organizations and research partners such as Catalyst to expand network and resources.

• Create list of well-regarded companies with three or more women on their board and tell stories of how these companies prioritize diversity in their governance.

4 Thoughts on Improving Diversity on Boards

• Identify stories of how individual women directors have made inroads onto boards, especially in more traditionally male industries.

• Identify how younger directors are adding fresh thinking to boardrooms in industries – such as media, music, travel, and retail – that have been transformed by digital and social media.

• Develop interactive Global Nominating Commission web resource serving as the go-to guide to research, articles, databases, organizations, director education resources, and action steps around board diversity.

5Director Databases and Other Resources

•Agenda Compensation 100 (Oct. 2012)

•The Agenda Diversity 100: Top Diverse Board Candidates You’ve Never Heard of

•The Agenda International 100: Top Board Candidates with Global Skills

•Alliance for Board Diversity

•The Boston Club

•CalPERS/CalSTERS Diverse Director DataSource (3D)

•Catalyst

•Committee of 100 (C-100)

•Executive Leadership Council

•Global Board Ready Women, as compiled by the European Business Schools/Women on Boards Task Force

• International Finance Corporation

•NACD Directors Registry

•New America Alliance (Hispanic)

•New York International Women’s Forum

•OnBoard Bootcamp

•WomenCorporateDirectors

•Women in Food Service

•Women in Healthcare

6Articles/Thought Leadership

Women and Diversity on BoardsRefreshing Your Board of Directors Patrick Dailey and Joel Koblentz, The Corporate Board, Nov/Dec 2012

Women on Corporate Boards Encourage Better Financial Reporting Michael Cohn, Accounting Today, November 14, 2012

European Commission Official Fights for Women in the BoardroomStephen Castle, New York Times, October 10, 2012

European Board Diversity Analysis 2012-Women Joining European Boards in Greater Numbers Than EverEgon Zehnder International, September 2012

Gender Diversity on US Boards: Breaking the Impasse Egon Zehnder International, September 2012

The Push for Board Diversity Reaches Fever PitchAmanda Gerut, Agenda, July 30, 2012

Quotas Won’t Fix the Boardroom’s Gender ProblemSusan Stautberg, Agenda, July 30, 2012

Fewer Women Make it to Boardrooms in Companies in Asia: ReportThe Economic Times, July 1, 2012

Calvert-Sponsored Resolution on Board Diversity Nearly Doubles Support at Urban OutfittersPress Release, Calvert Investments, June 1, 2012

Women Missing Out of FTSE Board Roles Due to Selection ProcessesAsk Grapevine HR, May 28, 2012

Women in the Economy, The Journal ReportSpecial Report, The Wall Street Journal, May 7, 2012

States Use Pension Clout to Push for More Women on U.S. BoardsJeff Green, Bloomberg, March 15, 2012

Bottom line: U.S. Lagging in Boardroom DiversityAarti Maharaj, Corporate Secretary, March 8, 2012

Cracking the Glass CeilingVanessa Lee, Today, March 8, 2012

Davies Calls Women Directors Quota ‘Mistake’Brian Groom and Elizabeth Rigby, Financial Times, March 4, 2012

Boards Need Push on DiversityLynette Khoo, Business Times, February 29, 2012

7Articles/Thought Leadership

Grooming More Women for the BoardThestar.com.my, November 19, 2011

Co-opt the Old Boys’ Club: Make It Work for WomenIlene Lang, Harvard Business Review, November 2011

Sense and Sensibility: Helping Companies See the Value of Women in the BoardroomMahwesh Bilal Khan and Linda Jacqueline Clark, SmartLessons, International Finance Corporation, September 2011

In Business, a Women’s Place is in the BoardroomJane Merriman, Reuters, August 5, 2011

Do Three or More Women on a Board Make a Difference, Asks WomenCorporateDirectorsPress Release, WomenCorporateDirectors, July 19, 2011

Gender Equality as an Investment ConceptJoseph F. Keefe, Pax World Management LLC, February 9, 2011

Bringing ‘Asia’ Onto the Board Julian Ha and Anne Lim O’Brien, Heidrick & Struggles Governance Letter, Directors & Boards, Third Quarter 2011

Optimizing Board Effectiveness With Gender Diversity: Are Quotas the Answer?Annemarie Durban, Private Sector Opinion, Global Corporate Governance Forum, International Finance Corporation, 2011

The Agenda International 100Tony Chapelle, Agenda, October 31,2011

Using a Board Seat as a Stepping StoneJoann S. Lublin, The Wall Street Journal, November 4, 2010

Looking Outside the Box for Diverse Board MembersTony Chapelle, Agenda, September 27, 2010

The 2010 Agenda Diversity 100 GuideTony Chapelle, Agenda, September 27, 2010

Women on Boards: A Conversation With Male Directors Compiled and edited by Marie-Laurence Guy, Carmen Niethammer, and Ann Moline; Global Corporate Governance Forum, International Finance Corporation, 2011

8Articles/Thought Leadership

Improving Board Composition and GovernanceGender diversity on corporate boards a tale of two sectorsby Dan Ovsey, Financial Post, November 12, 2012Canadian Board Diversity Council: 2012 Annual ReportThe Boardroom Is Still the Boys’ Roomby Jeff Green, Bloomberg BusinessWeek, October 25, 2012

The Leading Edge of Diversity and Inclusion 11th International Executive Panel, Egon Zehnder International, October 2012

Building the Right BoardEditorial, Directorship, October 14, 2012

To Get Women on Company Boards, Make Men Leaveby Diane Brady, Bloomberg BusinessWeek, September 20, 2012

Lead Directors Take a Prominent Role on Committeesby Kristin Gribben, Agenda Week, August 6, 2012Nearly Half of Large Companies Have Lead Directors By Kristin Gribben, Agenda Week, August 6, 2012

Board Recruitment: One Size Does Not Fit All Keith Wimbush and Gayle Mattson, DHR International, The Corporate Board, April 4, 2012

The ‘Known Quantity’ Factor in Finding New DirectorsAnthea McIntyre, Directors & Boards, September, 2011

Boards: When Best Practice isn’t EnoughSimon C.Y. Wong, McKinsey Quarterly, McKinsey & Company, June 2011

Building the Ideal pre-IPO BoardLee Hanson and Ted Jadick, Heidrick & Struggles Governance Letter, Directors & Boards, Second Quarter 2011

Boardroom Imperative: Youthful Impatience Kenneth Giuriceo and George Jaquette, Clayton, Dublilier & Rice, Directors & Boards, Second Quarter 2011

Three Critical Questions You Should Ask About Your Board EvaluationBonnie W. Gwin and Carolyn Vavrek, Heidrick & Struggles Governance Letter, Directors & Boards, Fourth Quarter 2011

9Articles/Thought Leadership

Selecting Your Next Nonexecutive Board LeaderTheodore L. Dysart and Bonnie W. Gwin, Heidrick & Struggles Governance Letter, Directors & Boards, Annual Report 2011

Creating the Board Your Company Deserves: The Art – and Science – to Choosing DirectorsDeloitte, 2011

Corporate Board Gender Diversity and Stock Performance: the Competence Gap or Institutional Investor Bias?Frank Dobbin and Jiwook Jung, North Carolina Law Review, Vol 89, 2011

Bridging Board Gaps: Report of the Study Group on Corporate BoardsColumbia Business School and Weinberg Center for Corporate Governance, University of Delaware, 2011

How to Build the Right Board: Composition and DevelopmentMary Helen Gillespie, Directorship, February/March 2010

Opening Up Succession Plansby Joann S. Lublin, Wall Street Journal, February 22, 2010

Women in the Boardroom and their Impact on Governance and PerformanceRenee B. Adams & Daniel Ferreira, Journal of Financial Economics 94, 2009

Additions to Corporate Boards: The Effect of GenderKathleen A. Farrell and Philip L. Hersch, Journal of Corporate Finance, 2005

10Articles/Thought Leadership

Getting on BoardsHow to Get on a Board of Directors or High Level Advisory BoardBob Arciniaga, Advisory Board Architects, February 22, 2012

Be the Person that Boards are Looking ForRalph W. Walkling, Directors & Boards, March 2011

How to Get on a BoardBeverly Behan, BloombergBusinessWeek, September 13, 2007

So You Wanna Be a Director?Toddi Gutner, BloombergBusinessWeek, July 16, 2006

How to Get on a BoardRichard M. Clarke, Directors & Boards, Summer 2005

11Research and Reports

Diversity and Performance NACD Blue Ribbon Commission: The Diverse Board: Moving From Interest to ActionOctober, 2012

Women Executives Make Venture-Backed Companies More Successful: StudyBy Deborah Gage, WSJ Blogs, October 4, 2012

Women at the Wheel: Do Female Executives Drive Start-up SuccessDow Jones VentureSource

Women Create a Sustainable Futureby Kellie A. McElhaney and Sanaz Mobasseri, UC Berkeley Haas School of Business, October 2012

P&G Directors Face Own Challenges While Keeping Tabs on McDonaldby Jeff Green, Bloomberg News September 4, 2012

Gender Diversity and Corporate PerformanceCredit Suisse, August 2012

2012 Boardroom Diversity Survey, Summary ReportSpencer Stuart and Corporate Board Member, July 17, 2012

Credit Suisse: Does Gender Diversity Improve Performance?, July 7, 2012Mary Curtis

Credit Suisse: Gender Diversity and Corporate Performance Research ReportWhy Diversity MattersCatalyst, July, 2012

Pensions & Investments: REITs With Female Board Members See Better ReturnsArleen Jacobius, April 30, 2012

Increasing Gender Diversity on Boards: Current Index of Formal ApproachesCatalyst, April 2012

Women and Men in Canadian Capital Markets: An Action Plan for Gender DiversityCatalyst, May 2012

Women on Boards: Review and OutlookJulie C. Norris, The Conference Board, May 2012

Women Matter 2012: Making the BreakthroughMcKinsey & Company, 2012

Pensions & Investments: REITs with Female Board Members See Better ResultsArleen Jacobius, April 30, 2012

Women on Boards: Review & OutlookCTPartners, 2012

12Research and Reports

Fulfilling the Promise: How More Women on Corporate Boards Would Make America and American Companies More CompetitiveThe Committee for Economic Development, 2012

The 2011 U.S. Director Compensation and Board Practices ReportMatteo Tonello and Judit Torok, The Conference Board, December 2011

Gender and Corporate Social Responsibility: It’s a Matter of SustainabilityRachel Soares, Christopher Marquis, Ph.D., and Matthew Lee, Catalyst, November 2011

Getting the Right Women on BoardYannick Ouaknine, Niamh Whooley and Carole Crozat, Societe Generale, Cross Asset Research, October 14, 2011

The Bottom Line: Corporate Performance and Women’s Representation on Boards (2004–2008)Nancy M. Carter, Ph.D., and Harvey M. Wagner, Ph.D., Catalyst, March 2011

2011 Board Practices Report: Design, Composition, and FunctionDeloitte and the Society of Corporate Secretaries & Governance Professionals, December 2011

Results of Menendez’s Major FORTUNE 500 Diversity Survey: Representation of Women and Minorities on Corporate Boards Still Lags Far Behind National PopulationPress Release, U.S. Senator Robert Menendez, August 4, 2010

Women Matter 2010: Women at the Top of Corporations: Making it HappenMcKinsey & Company, 2010

Women Matter 3: Women Leaders, a Competitive Edge in and After the CrisisMcKinsey & Company, 2010

Advancing Women Leaders: The Connection Between Women Board Directors and Women Corporate OfficersLois Joy, Ph.D., Catalyst, July, 2008

Women Matter 2: Female Leadership, a Competitive Edge for the FutureMcKinsey & Company, 2008

The Bottom Line: Corporate Performance and Women’s Representation on BoardsLois Joy, Ph.D., Nancy M. Carter, Ph.D., Harvey M. Wagner, Ph.D., and Sriram Narayanan, Ph.D., Catalyst, October 2007

Women Matter: Gender Diversity, a Corporate Performance DriverMcKinsey & Company with Women’s Forum for the Economy & Society, 2007

The Bottom Line: Connecting Corporate Performance and Gender DiversityCatalyst, January 2004

13Research and Reports

DemographicsWomen Board Directors of Largest Banks and Financial Services Companies GloballyCorporate Women Directors International, 2012

Quick Takes, Women on Boards Catalyst, July, 2012 Women in the Boardroom: A Global PerspectiveDeloitte, November 2011

The Directors & Boards Survey: Director Age and TenureDavid Shaw, Directors & Boards, Second Quarter 2011

Missing Pieces: Women and Minorities on FORTUNE 500 Boards2010 Alliance for Board Diversity Census, July 21, 2011

2011 Corporate Women Directors International Report: Women Directors of the Global Fortune 200Corporate Women Directors International, 2011

2008 Census of African Americans Serving on BODs of FORTUNE 500Press Release, The Executive Leadership Council, July 17, 2009

14 Director Education Resources*

AICPA Association of Audit Committee MembersAudit Committee Leadership Forum, Corporate Executive BoardBaruch College Zicklin School of Business, Center for Corporate IntegrityThe Board Institute Board LeadersBoardroom Bound and Boardology InstituteBusiness Roundtable Institute for Corporate EthicsCeresCollège des administrateurs de societies (Quebec, Canada)Columbia Business SchoolThe Conference Board The Director’s College (Ontario, Canada)Corporate Governance InstituteDartmouth College, Tuck School of Business, Lindenauer Center for Corporate GovernanceDeloitte Center for Corporate GovernanceDirectors’ ConsortiumThe Directors’ Network DirectWomenNational Association of Corporate DirectorsDuke University, The Fuqua School of Business Edison Electric Institute, Association of U.S. Shareholder Owned Electric CompaniesEmory University, Goizueta Business School Foley & Lardner LLP, National Directors InstituteForum for Corporate DirectorsHarvard Business School Hawkamah, Institute of Corporate Governance (Abu Dubai–United Arab Emirates)IMD Business School (Switzerland)Indiana University, Kelley School of Business, Institute for Corporate Governance INSEAD Business School, International Directors Programme (Abu Dhabi–United Arab Emirates, France, Singapore)Institut des Administrateurs de Societes (Ontario, Canada)Institute of Directors (London, England)Institute for Corporate Ethics: National Association of Corporate Directors International Corporate Governance Network (London, England)KPMG’s Audit Committee Institute

15

New York University, Stern School of Business Northwestern University, Kellogg School of ManagementOklahoma City University, Meinders School of BusinessOnBoard BootcampsOregon, Washington and Idaho Bankers Associations, Northwest Bank Directors CollegeOutstanding Directors Exchange Pakistan Institute of Corporate Governance (Karachi, Pakistan)Practising Law InstituteRice University/ Fulbright & Jaworski Energy LLP Energy Industry DirectorsSan Diego State University, Corporate Governance Institute, Corporate Directors ForumSeattle University School of Law, The Adolf A. Berle, Jr. Center on Corporations, Law & SocietySociety of Corporate Secretaries & Governance ProfessionalsSMU Dedman School of Law The SW Graduate School of Banking FoundationStanford Graduate School of BusinessStanford Law School UCLA, Anderson School of ManagementUniversidad del Desalloro (Santiago, Chile)University of California Irvine, The Paul Merage School of BusinessUniversity of Chicago, Booth School of BusinessUniversity of Denver, Daniels College of BusinessUniversity of Georgia, Terry College of Business University of Maryland, University College: National Leadership InstituteUniversity of Michigan, Ross School of Business University of Pennsylvania, The Wharton School University of Southern California, Center for Effective OrganizationsUniversity of Tampa, Florida Directors’ InstituteUniversity of Texas at Austin, McCombs School of BusinessUniversity of Texas at Dallas, Institute for Excellence in Corporate GovernanceWashington University in St. Louis, Olin School of BusinessWisconsin School of BusinessWomenCorporateDirectorsWomen in the BoardroomWomenOnBoards (Ourimbah NSW, Australia)

Director Education Resources*

* The Director Education Resources listed have not been ranked or endorsed by Catalyst. Catalyst is not responsible for the content or quality of the director education programs listed. List is not compre-hensive and does not include all available director education programs and resources.

16 Commission Members

Global Nominating Commission Members, To Date

WomenCorporateDirectors is the only global membership organization and community of women corporate directors, comprised of more than 1,800 members serving on over 2,100 boards in 49 chapters around the world. In this new era of responsibility, WCD is committed not just to good governance, but to governance with global vision. Smart boards are going global in members and mindset. Our members share information and insights in order to ensure best practices in corporate governance around the world. To report on best global nominating and governance practices in the service of board excellence and diversity, please contact us at: www.womencorporatedirectors.com

Dr. Mrs. Nike Akande – Nigeria

Flavia Buarque de Almeida – Brazil

Sherry Barrat – U.S.

Amina Benkhadra – Morocco

Marina Brogi – Italy

Nancy Calderon – U.S./India

Phyllis J. Campbell – U.S./Asia

Carolyn Chin – U.S.

Paula Cholmondeley – U.S.

Cynthia Cohen – U.S./Israel

Doug Conant – U.S.

Dr. Roxanne Decyk – U.S./Europe

Jane Diplock – Asia

Marty Evans – U.S.

Henrietta Holsman Fore – U.S./Asia

Brenda Gaines – U.S

Karen Garrison – U.S.

Valerie Germain – U.S.

Carmen (Toti) Graham – Peru

Cheryl Grise – U.S.

Bonnie Gwin – U.S.

Dr. Myra Hart – U.S.

Nezha Hayat – Morocco

Ann Korologos – U.S.

Elaine La Roche – U.S./Asia

Ilene Lang – U.S.

Sandra Beach Lin – U.S.

Nhlanhla Mjoli-Mncube – South Africa

Tshidi Mokgabudi – South Africa

Dr. Sandy Moose – U.S.

Veronique Morali – France

Steve Odland – U.S.

Patricia Pineda – U.S.

Kalpana Raina – U.S./Asia

Susan Stautberg – U.S.

Dorothy Terrell – U.S.

Lars Thunell – Global

Mary (Maggie) Wilderotter – U.S.

Deborah Wince-Smith – Global

Alison Winter – U.S.

17Notes

18 Notes

19Notes

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