I’m sure most of you don’t often think about the WSC Board of Directors, who its members are and that some of them are not WSC employees. What is the role of the board of directors? Put simply, to guide activities of the company. The WSC Board meets three times a year to discuss new and ongoing business. The Board is comprised of seven individuals; three internal members and four outside directors. So, what is an outside director? What qualifies them to be on the board and what do they do?
What is an outside director?
Outside directors are individuals selected by the board, the CEO, in our case Scott Packard, and the ESOP Trustee (the legal representative of the ESOP) with the intent of bringing experience, objectivity, new contacts and strategic thinking to the board. In short, they bring an outside perspective.
What qualifies them to be on the board?
All of WSC’s outside directors are carefully selected for their business experience. Each has over 30 years of experience in multiple areas of expertise, ranging from manufacturing, construction, real estate, insurance, employee benefits, ESOP plan management, service companies and finance. Professionally, our board members include an attorney, a CPA and a licensed insurance professional. Two outside members also currently serve on the boards of other ESOP companies. This experience brings ESOP ideas, governance experience and new perspectives to WSC.
What does a board member do?
Primarily, outside directors bring objectivity to a board. Their charge is to serve the interest and protect the value for the WSC shareholders. They constructively contribute to and perhaps sometimes challenge strategic development and business issues. Outside directors also chair key board subcommittees such as the Audit and Compensation committees, thereby providing an objective perspective to the missions and actions of each committee. In addition, they serve as advisors and confidants to the CEO. Outside board members are a valued resource to any company. They bring a wealth of knowledge and experience to a company board and ensure a perspective that is free of any conflict of interest or bias that may be present in a board comprised solely internal management team members.
By Dick Rue, Member of the Wright Service Corp. Board of Directors
This article was published in “An Outside Perspective,” a section of the Wright Service Corp. biannual newsletter, The Wright Perspective.