You are the company secretary of Q Ltd., a listed company. The Chairman of the Board of directors of Q Ltd. is concerned that the CEO of the company will be reaching his retirement age in a couple of years. He is vaguely

Board succession planning is an ongoing process linked closely to a company's strategy. It is essential for good governance, as it sets the stage for board engagement, performance and effective leadership. Succession plans address the inevitable changes that occur when directors resign, retire or die. It helps ensure the inclusion of directors with a balanced level of institutional knowledge and fresh perspectives. It is of utmost importance that the board of directors are prepared for resignation and/or retirement of its members. Succession planning for the board includes planning for all board positions and for the composition of the board as a whole. The nomination and remuneration committee should review the skills required, identify the gaps, develop transparent appointment criteria and inform succession planning. The committee may also carry out regular reviews of the composition of the board, and report to the board on recommendations for changes in the future. Executive directors may be recruited from external sources, but companies should also develop internal talent and capability. Initiatives might include middle management development programmes, facilitating engagement from time to time with non executive directors and partnering and mentoring schemes. In view of the approaching retirement of the CEO, the nomination committee should start the process of identification of the successor, which may be an internal or external appointment. Some leading practices for board succession planning are: Using a skills metric to proactively shape board composition that incorporates strategic direction and opportunities, regulatory and industry developments, challenges, and transformation. Conducting robust annual performance evaluations, including facilitation by an independent third party. Establishing and enhancing written director's qualification standards that align with the company's business and corporate strategy, and including these standards in corporate governance policies and bylaws as appropriate. Reviewing evolving committee and board leadership needs, including the time commitments required. Considering director election results and engagement by investors regarding board composition, independence, leadership and diversity. Prioritizing an independent mindset on boards, including through board diversity, to foster debate, challenge norms and invigorate board oversight processes and strategy development. Making sure mentoring and development opportunities are available for incoming directors.