Beverly Behan began working with Boards of Directors in 1996 with Mercer Consulting in Canada. Her first major client was the board of a large Canadian bank, which received numerous awards and recognition for her work with them.
In 2000, Bev was transferred to New York and became a partner in the Governance Practice of Mercer Delta Consulting. During that time, she co-authored Building Better Boards: A Blueprint for Effective Governance (Jossey-Bass, 2005).
In 2006 she became Managing Director of the Global Board Effectiveness Practice of the Hay Group, which enabled her to expand her work internationally. She also became a regular columnist on board issues for BusinessWeek.com.
She left Hay in 2009 to found her own practice, Board Advisor, LLC based in New York. Her last book, Great Companies Deserve Great Boards (Palgrave MacMillan, 2011) was named Governance Book of the Year by Directors & Boards magazine. During the 2020 COVID lockdowns she wrote two new books, New CEOs and Boards: How to Build a Great Board Relationship – and a Great Board and Board and Director Evaluations: Innovations for 21st Century Governance Committees.
Why I Started Working with Boards of Directors
About 30 years ago, I took a job with a major Canadian airline – one which no longer exists. It was a prestigious company; its board was populated by marquee-name directors. But it faced major challenges occasioned by the First Gulf War – oil prices had skyrocketed and people were afraid to travel. Canadian law did not afford our airline the protections of Chapter 11, which our U.S. counterparts were invoking at the time.
To save the company, a group of employees initiated a “wages for stock” arrangement coupled with a joint venture with American Airlines, who needed better access to Asian airports. I worked as part of this team for about two years. We managed to negotiate a deal with all of our unions and management employees that involved wage cuts of 5-20%, with these moneys invested in company stock. Morale at the time was nothing short of electric; people who worked for the airline took tremendous pride in their efforts to save it from bankruptcy.
But things soured when the proxy circular revealed that the CEO’s salary had been increased, which largely offset his 20%. In response, board members sent a letter – signed by all directors – to the homes of company employees, in an effort to justify their decision. This inflamed the situation and outraged the company’s unions. A retired pilot admonished the board at the Annual Shareholder’s Meeting – making national headlines. The CEO was replaced – by someone who had run a commercial real estate company in the same Calgary office tower as the airline’s headquarters. Within the company, jokes circulated: “Our board members must have run into this guy in the elevator and said, hey, we need a new CEO. You’re a CEO. What do you say….?” The downward spiral continued until the airline was sold to its major rival; tens of thousands lost their jobs. This was my first exposure to how the decisions made by a Board of Directors impacts the “tone at the top” of a company – and many peoples’ lives.
I had left the airline shortly after the proxy fiasco and returned to private practice at a Vancouver law firm. There, as a securities and corporate finance attorney, I worked with other boards – nearly all of which were lackluster; directors largely had a “country club” mentality. To me, the boardroom was supposed to be where the buck stopped – where smart, capable, experienced people called the question and made a difference. But I saw none of that.
About that time, a Canadian report called “Where Were the Directors?” was issued by the Toronto Stock Exchange. It was a scathing rebuke of the dismal state of corporate governance in Canada – and I read it on a Vancouver beach as if it were a racy novel. It confirmed many of the disturbing things I had begun to realize about the way most boards were functioning at that time. As I flipped the pages – almost breathlessly – my friends asked, “What on earth are you reading?” “I’m reading this corporate governance thing!” “Bev,” they told me, “you’ve gotta get a life!” And I realized they were right.
I knew in that moment what I wanted to do: I wanted to work with Boards of Directors –to try to make them all that they should be. I’ve now had the privilege of doing that for more than two decades.