June, 2020

Meet the Latest Member of Our Boardwise Governance Community


   Richard Hanbury,               CEO

       Sana Health

  "  Donna, Nola and the team at BoardWise have been very helpful in our process of forming a larger board, in response to direction from an incoming investor.

 Their discussion about what we really wanted from a board was a very helpful counterbalance to the strategic VC that had its own agenda.

They provided  great candidates who we would never have found on our own.

Essentially, there are two major factors in this

a) they have a great network of people they have pre-qualified, and

b) for those possible candidates, Boardwise essentially introduces companies that they have also pre-qualified.
They thoughtfully parse through feedback and thoughts to come up with the best solution for the company based on things learned in the interview selection process.


  In short,  Boardwise is an awesome combination of recruiter, advisor and friend, at the very most critical time - when you are expanding or changing the role of your board as your company grows. "



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Latest Debate:

Should Unions Have a Director on


Recent discussions in US political circles include creating legislative requirements for corporate boards to include a union representative as a director at the governance table. While it is "just talk" now, this seems like a good time to look at the history of other countries to research their experiences and what lessons come from them. 

To that end, we interviewed our Boardwise governance partner, colleague and expert on Europen governance, Dr. Fred van Eenannaam, to help us with insights from countries and companies who've addressed this already. Christine Koetsier, our Boardwise Dutch partner and CEO of GEM Parters, conducted the interview. 

Take a convenient 30 minutes to learn from Fred and Christine in our podcast: 




Board Gender Diversity Update:

Washington State Requires Comply or


Effective June 11, 2020, Washington States's legislature ammended the Washington Business Corporation Action to require public companies to either have a gender-diverse board of directors as of January 1, 2022 or to comply with mandatory new board diversity disclosures. 

To meet the gender-diverse board standart, a public company must have 25% of directors serving on boards in roles for at least 270 day of the fiscal year that precedes its set annual meeting who self-identify as women .

Washington public companies which do not comply by January 1, 2022 must:

  • deliver to their shareholder a board discussion and analysis no fewer than 10 and not more than 60 day before its annual meeting
  • include the diversity discussion and analysis in the company's proxy statement filed with the SEC or post it on the cmpany's website or other electronic network. 

The board dsicussion and analysis must outline the company's approach to develop and maintain board director diversity, including such topics as:

  • how the board or board committee evaluated representation of diverse groups in thei sourcing and nomination of director candidates in connection with their last annual shareholder meeting or explain why not if it did not;
  • any policy adopted by the board or board committee regarding sourcing and nominating member of diverse groups for director election and explain the reasons for the lack of policy if none exists;
  • the practice in place to refresh the board, including term limits, mandatory retirement age policies and explain the reasons why it lacks such mechanisms if they do not have them in place. 
These requirements do not apply to public companies which:
  • qualify as an "emerging growth company";
  • do not have shares listed on a national securities exchange;
  • have 50% or more of its voting shares are held by one person or group of persons;
  • have articles of incoproation that authorize the election of all or a specific amount of direcotrs by one or more separate voting groups, or
  • is not required by the  Wahsington Busniess Corporation Act or other national seucrities exchange to hold an annual meeting. 


If a public company fails to comply with the new reqirements, a shareholder may put a company on notice and then apply for a court order to require the company to furnish the board diversity discussion and analysis to all shareholders. 

It's best for public company boards in Washington to have their nominating committees study the new disclosure requirments and recommend to the board whether to adopt or change its diversity policy and practices to meet the new requirements. 


            Smarter Ways to Manage
       Risk to Business Performance 

David Koenig interviewed Boardwise partner, Brian Barnier, about the idea of better ways of managing risk to business performance.

He considers cases where a control mindset might come up short, cognitive and decision-making biases at the board-level and how to overcome them. He explores the idea of a crisis-ready board member, and the insights about the psychology of board directors and board candidates and more.

(30 min pod cast also available on other podcasting networks).