Study Explores Board Culture, Committee Structures and ESG Oversight

NASHVILLE, Tenn., May 18, 2022 /PRNewswire/ -- Bank Director, the leading information resource for directors and officers of financial institutions nationwide, today released its 2022 Governance Best Practices Survey Results, sponsored by Bryan Cave Leighton Paisner LLP. The findings reveal that while most directors and CEOs rate their board's culture as "strong" or "good," more than half believe new points of view would benefit their board.

Even the strongest corporate boards benefit from a regular infusion of fresh ideas. According to the 2022 Governance Best Practices Survey, 54% say their boardroom culture would benefit from adding new directors who could broaden the board's perspective. In comments, some expressed a desire to get more tech expertise, greater diversity and younger directors into the boardroom. Others cited a need to retire ineffective directors or cut out micromanagement. 

"The first step toward adding new talent to a board or addressing problem board members is to acknowledge the need. This can be difficult within the collegial setting of most bank boards, and it's often awkward for the CEO to raise the issue," says Jim McAlpin, a partner and global leader of the banking practice group at Bryan Cave Leighton Paisner. "In my experience, change best occurs when the boards themselves take ownership of their composition."

The findings also reveal that a majority of respondents believe gender, racial and ethnic diversity can improve the board's performance. By bringing new perspectives, skills and backgrounds to the table, boards can tackle a host of rapidly evolving challenges, from cybersecurity to environmental or social risks. Yet, 58% say it's a challenge to attract suitable board candidates representing diverse racial and ethnic backgrounds.

Of the 47% whose board conducts an annual assessment of its performance, few use those results to modify the board's composition (23%) or identify underperforming directors (35%). Board evaluations are a tool that, along with term or age limits, can help foster board refreshment.

"Many boards lack the mechanisms that help bring in new skill sets and points of view, which will be vital as the banking industry continues to evolve and the demographics of the U.S. continue to change," says Emily McCormick, vice president of research at Bank Director. "Banks shouldn't aim to check a box on this issue. Representation matters and adding new directors that reflect the institution's communities and employee base while also adding valuable skills can be a game-changer for boards that want to have a positive impact on strategy."  

Key Findings Also Include:

ESG Oversight
A vast majority – 82% – believe that measuring and understanding where banks stand on environmental, social and governance issues is important for at least some financial institutions, but there's little uniformity when it comes to how boards address ESG. Nearly half – 45% – say their board does not discuss or oversee ESG at all. Forty-four percent say their board and management team has developed or has been working to develop an ESG strategy for their bank.

Training Mandates Vary
Forty-nine percent indicate that all directors must meet a minimum training requirement; 36% say training is encouraged but not required of members. Just over half of respondents say their board has an effective onboarding process in place for new directors. However, 27% say their board lacks an onboarding process and 13% say their current onboarding process is ineffective.

Knowledge Gaps 
Respondents identify cybersecurity, digital banking and commerce, and technology as the top areas where their boards need more knowledge and training. Forty-three percent also believe they could use more education about ESG issues.

Board Evaluations
Almost half, or 47%, of respondents conduct board evaluations annually; another 23% assess their board's performance, but not on a yearly basis. Of those that performed assessments, 58% say they then created an action plan to address gaps identified in those evaluations.

Assessing Peer Performance
Few boards take advantage of peer-to-peer evaluations, with 51% revealing that their board does not use this tool, nor have they discussed it. Of the 29% of respondents whose bank has conducted a peer evaluation, 83% use the exercise to inform conversations with individual directors about their performance.

Committee Structure
The survey reveals continued variation in risk governance practices, with 54% managing audit and risk oversight within separate committees. In boardrooms where there isn't a technology committee, half believe their organization would benefit from one.

The survey includes the views of 234 independent directors, chairs and CEOs of U.S. banks below $100 billion in assets, with the majority of respondents representing regional and community banks. Full survey results are now available online at BankDirector.com.

About Bank Director
Bank Director reaches the leaders of the institutions that comprise America's banking industry. Since 1991, Bank Director has provided board-level research, peer insights and in-depth executive and board services. Built for banks, Bank Director extends into and beyond the boardroom by providing timely and relevant information through Bank Director magazine, board training services and the financial industry's premier event, Acquire or Be Acquired. For more information, please visit BankDirector.com.

About Bryan Cave Leighton Paisner LLP
With 1,275 lawyers in 30 offices across North America, Europe, the Middle East and Asia, Bryan Cave Leighton Paisner LLP is a fully integrated global law firm that provides clients with connected legal advice, wherever and whenever they need it. The firm is known for its relationship-driven, collaborative culture, diverse legal experience and industry-shaping innovation and offers clients one of the most active M&A, real estate, financial services, litigation and corporate risk practices in the world. www.bclplaw.com

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For more information, please contact Bank Director's Director of Marketing, Deahna Welcher, at dwelcher@bankdirector.com.

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SOURCE Bank Director