Not ready for the rocking chair

Companies are disclosing more details to shareholders about their retirement policies

JANET McFARLAND

From Monday's Globe and Mail

At 79, Bill Dimma keeps up a pace rivalled by few of his peers.

The former executive sits on the boards of six companies, and is chairman of Home Capital Group Inc. and Decision Dynamics Technology Ltd. He also writes and speaks regularly on corporate governance issues, and recently sat on a blue ribbon task force examining executive compensation.

Almost a decade ago, however, he had to step down as a corporate director from all his boards with mandatory retirement ages for board members. Not ready for a rocking chair, he continued to work with other companies that did not have retirement policies, remaining on the boards of Home Capital, Brookfield Asset Management Inc. and other smaller ventures.

Now he is joining a chorus of people advocating the elimination of the common practice of forcing directors to retire at age 70.

“Sure, maybe I have a little bias, but I really think it's far better for the chairman to make his decisions not on the basis of an arbitrary age limit, but on the basis of performance,” Mr. Dimma says.

A small number of Canada's largest companies have begun to eliminate their retirement ages for directors, and board experts say many are now contemplating the move. More commonly, they say, many younger companies without retirement policies are choosing not to adopt them.

Phone giant Telus Corp. has decided to remove its requirement for its directors to retire at age 70, concluding the age limit was unnecessary in light of the “robust” annual performance reviews it now conducts of each director's contribution to the board.

“In today's environment, it's becoming more difficult to get qualified directors,” says Telus director Dick Auchinleck, 56, who heads the board committee that conducted the review of the retirement policy.

“So to have qualified people leaving boards just because of an arbitrary limit doesn't seem to make much sense.”

Mr. Auchinleck says he has long been a proponent of eliminating mandatory retirement for directors after seeing some of his best board members forced to retire during his previous tenure as CEO of Gulf Canada Resources Ltd.

“I found myself going out and doing searches for clones of the people I was letting go,” he says.

Other companies have been adding amendments to their policies, creating term limits for directors that can override age limits, or raising their retirement age, or simply stating more explicitly they are willing to make exceptions to the policy if necessary.

Search firm Spencer Stuart says 20 of Canada's 100 largest companies now explicitly state they can make exceptions to their retirement age policies.

Manulife Financial Corp. has maintained its retirement policy, but raised the age to 72 from 70 in 2005. Chairman Arthur Sawchuk, 72, who will leave the insurer's board next May, says he has become increasingly critical of mandatory retirement ages.

“We don't need the mandatory retirement age of the past because in the old days, people used the retirement age as a way of getting rid of poor performing directors,” he says.

“If you really are doing a board and director assessment in some manner, then you should be getting rid of them for performance and not for age.”

Mandatory director retirement has long been a standard feature of governance at major corporations – particularly those that are widely held and not controlled by a major shareholder. The policies have been considered a painless way of getting rid of older directors without the need for socially awkward conversations about their declining abilities.

Those who support the practice say that, in the real world, it remains hard to tell colleagues they have to leave a board because their work is slipping.

“You do have sort of an automatic reason for that person moving off the board,” says Andrew MacDougall, who heads the board services practice at Spencer Stuart, which advises boards on governance issues. “I guess you could say that's a little bit of a cop-out, but these things are always pretty sensitive.”

The other common defence of a retirement policy is that companies risk having too many directors who are too far removed from the current business climate and without up-to-date contacts.

“The most effective director is somebody who serves on a number of boards and has other activities and brings something to each meeting from another situation,” says Gildan Activewear Inc. chairman Bob Baylis.

Mr. Baylis, 69, says some directors are still well connected at older ages, but others end up surrounded by retired friends and have few active business colleagues.

“If all that person does is serve on that board and really doesn't do anything else in business … the person becomes less useful. That's what you're really trying to avoid.”

He says the clothing manufacturer is sticking with its mandatory retirement policy at age 72, although another U.S. board he sits on has eliminated its retirement age.

But Mr. Auchinleck argues Telus guards against the risks of an aging board by including factors such as business networking and up-to-date business knowledge in its annual performance reviews of individual directors.

Moreover, he says he would not advocate removing a retirement age unless a company has a thorough director evaluation, because there has to be some way of ensuring board renewal.

And would he tell a director his performance is slipping and he must leave the board? Certainly, he says.

“The vast majority of us on boards have been CEOs, we've run big companies, and throughout our entire careers we've had to make those kinds of decisions … I don't see why on a board we shouldn't take those skills we've developed and not be able to utilize them.”

Mr. Dimma says he, too, would ask a director to leave if his abilities were slipping – even though he is older than many of his colleagues.

“It's never easy, in fact it's extraordinarily difficult and I dread doing it, but it has to be done,” he says. “I think [mandatory retirement] is a crutch for people who don't have the fortitude to do it the other way.”

Many proponents of eliminating retirement ages also note that many directors would still choose to leave anyway, because they want to slow down and enjoy quieter retirement years. But if the trendy adage proves true that people are becoming more youthful – and “70 is the new 50” – there may be more directors looking to stick around.

Patrick O'Callaghan, who heads a Vancouver-based director search firm, says it appears an increasing number of business people want to stay involved after they retire, and he anticipates seeing even more of it as baby boomers increasingly reach age 65.

“People are going to stay more engaged. They seem to be healthier and more active,” he says.

His company's annual board review shows a change in the number of older directors in Canada. Ten years ago, about 8 per cent of directors on Canada's 300 largest corporate boards were age 71 and older. That climbed to 16 per cent by 2004, then slipped back to 12 per cent in 2006, leaving the long-term trend still unclear.

What is clear is that companies are disclosing more details to shareholders about their retirement policies. The Globe and Mail's annual Board Games review found 33 per cent of companies in the S&P/TSX composite index disclosed their approach to director retirement this year – even to say they do not have a mandatory retirement age – compared with 15 per cent who disclosed their director retirement practices last year.

“It's indicative that something is going on in this area that suddenly people are talking about that,” Mr. O'Callaghan says.

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