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TD moves beyond the tried and true

Picks younger, female director after launching search outside board network

The Globe and Mail, Oct. 13, 2004

A rare thing happened to Toronto executive Donna Hayes last year. She was recruited to sit on a major Canadian board with people who did not know her. Ms. Hayes is chief executive officer of publisher Harlequin Enterprises Ltd. and this January she joined the board of Toronto-Dominion Bank. Up until that moment, her only other experience as a director was at her alma mater, McGill University, although she had seen the other side of the table, presenting to the board of her firm's parent company, Torstar Corp.

"It was a happy surprise," Ms. Hayes said of her appointment, which followed a two-hour grilling by a headhunter and meetings with the bank chairman, John Thompson, and chief executive officer, Ed Clark. Mr. Thompson said his board chose Ms. Hayes, who is 47, as the result of a specific search to find a woman who was running a business and who was a leader in her field.

Her selection also fit the bank's goal to bring diversity of age as well as gender, region and experience to the boardroom, he said.

"Retired CEOs are excellent," Mr. Thompson said in a recent interview. "On the other hand, we like some young people who are very current and know what is going on."

At a time when most companies still rely on personal networks to find directors and prominent CEOs can be courted by boards for years, the appointment of Ms. Hayes represents a new approach to director selection. It's one that looks outside the tried-and-true pools of talent and moves beyond the comfort of picking only people who are familiar to the board.

And as the demands placed on boards increase, it's an approach more boards may be taking -- either by choice or by necessity.

"I do not think that there is a shortage of directors, there is a shortage of directors who have had extensive experience on previous boards," argues Paul Cantor, chairman of Russell Reynolds Associates and a specialist in director searches. Mr. Cantor also is a former director on the Torstar board, where he met Ms. Hayes. He was the matchmaker in her TD appointment.

Mr. Cantor said lack of board experience can be overcome if there are other seasoned directors at the table and there is a process to help new directors learn the ropes.

Indeed, Mr. Thompson said the bank's new approach requires more time both in the search process and in education once the new recruit is on board. The bank now pairs every new director with a mentor and it also has expanded its orientation program.

"It's easy to do it the way you have always done it," he said. "If you want the best and the brightest you really have to work hard to find them. But it's like any other problem in business. You roll up your sleeves and climb the mountain."

For her part, Ms. Hayes says her post on the bank board has given her access to incredible resources.

"It was pretty easy to accept," said Ms. Hayes, who had the backing of her own bosses to take the job.

"What I get from it is a better understanding of what my board is looking for and I get access to these incredibly smart people. It has been enormously helpful."

Ms. Hayes said the mentoring process -- she was paired with banking veteran Helen Sinclair -- has helped her to prepare for meetings. Mr. Thompson, she said, also made a point of asking her opinion during her first meeting, something that helped to break the ice.

As part of her orientation, Mr. Thompson said he also asked Ms. Hayes to join the audit committee to gain exposure to the nuts and bolts of the banking business.

For all his enthusiasm about the process, Mr. Thompson said there are some issues that require more thought. Selecting younger directors raises the issue of director tenure. Mr. Thompson said it is a question that needs to be addressed. If you take on very young directors who serve until they are 70, he points out, you could find yourself with directors for 25 or 30 years.

"You may not have enough renewal," he said.

As well, Mr. Cantor said boards have reason to fret about how a director will fit in. A board, he points out, acts as a team, especially with the growing practice of appointing an independent chairperson who is a first among equals, not the boss of the board. That means it is vital that an appointment not disrupt the existing chemistry.

Still, he said, there are ways to address this. If no one on a board has worked with a candidate, chances are they can find a personal reference to make the board comfortable with an outsider.

Mr. Thompson said his board would never offer a seat until there was that level of comfort. "You have to get to know the person," he said. "You have to let them know there is no guarantee of an offer."

358

NUMBER OF BOARD SEATS FILLED BY COMPANIES ON S&P/TSX INDEX BETWEEN JANUARY 2003 AND SEPTEMBE 2004

327

NUMBER OF INDIVIDUALS WHO FILLED THOSE SEATS DURING THAT PERIOD

63

NUMBER OF RELATED DIRECTORS AND EXECUTIVES APPOINTED DURING THAT PERIOD

34

NUMBER OF BOARD SEATS FILLED BY WOMEN DURING THAT PERIOD

28

NUMBER OF FEMALE UNRELATED DIRECTORS APPOINTED DURING THAT PERIOD

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