IBM’s Board of Directors is responsible for supervision of the overall affairs of IBM. Following the Annual Meeting in 2020, the Board will consist of 14 directors. In between annual meetings, the Board has the authority under the by-laws to increase or decrease the size of the Board and to fill vacancies.
Director Selection Process
The Directors and Corporate Governance Committee is responsible for leading the search for qualified individuals for election as directors to ensure the Board has the optimal mix of skills, expertise, experience, and diversity of backgrounds. The Committee recommends candidates to the full Board for election.
The Board believes that the following core attributes are key to ensuring the continued vitality of the Board and excellence in the execution of its duties:
- experience as a leader of a business, firm or institution;
- mature and practical judgment;
- the ability to comprehend and analyze complex matters, including digital innovation;
- effective interpersonal and communication skills; and
- strong character and integrity.
The Committee and the Board also focus on ensuring that the Board reflects a diversity of backgrounds, including gender, ethnicity, talents and perspectives.
The Committee and the Board identify candidates through a variety of means, including:
- recommendations from members of the Committee and the full Board;
- information the Committee requests from the Secretary of IBM;
- suggestions from IBM management; and
- a third-party search firm, from time to time.
The Directors and Corporate Governance Committee and the Board believe that the above-mentioned attributes, along with the leadership skills and other experiences of the Board members described below, provide IBM with the perspectives and judgment necessary to guide IBM’s strategies and oversee their execution.
Director Skills and Qualifications
The IBM Board is composed of a diverse group of members, all leaders in their respective fields. All of the current directors have leadership experience at major domestic and international organizations with operations inside and outside the United States, at academic or research institutions, or in government. Directors also have deep industry expertise as leaders of organizations within some of the Company’s most important client industries and constituencies.
Optimal mix of skills and experience of director nominees
IBM’s directors collectively contribute significant experience in the areas most relevant to overseeing the Company’s business and strategy.
Strong Board Diversity
The Board represents a deliberate mix of members who have a deep understanding of our business and members who bring new skills and fresh perspectives. Additionally, more than 25 percent of our director nominees are ethnically or gender diverse. We have a deliberate mix of age and tenure on the Board. This mix of new and tenured directors reflects our commitment to ongoing and proactive Board refreshment.