My experience is that the Board with the advice of its HR committee should review and approve the succession plan. The succession plan should cover the CEO, the key senior officers, and their immediate successors.
When a succession arises among the CEO and the key senior officers, the HR committee, with management’s recommendation, recommends the successor to the Board and the Board ultimately decides.
When a succession event arises with an officer and the position is not considered “key”, the Board usually appoints the successor on the recommendation of management on a more administrative normal course basis, likely not requiring or involving a review of the succession plan and a succession recommendation by the HR committee.
In my experience the Corporate Secretary position, and even the Chief Legal Officer position, are in the non-key category and their successors are usually appointed by the Board on management’s recommendation.
The succession in those “non-key” situations would still normally be in accordance with the succession plan, if covered by the plan.
If the proposed succession is not in accordance with the plan the best practice would be for the Chair of HR committee to be consulted by management to gauge whether the change to the plan warrants a review and recommendation by the HR committee to the Board.
Succession for non-officer positions that are covered in the succession plan, depending on the provisions of the plan, could be filled by management, with or even without subsequent notice to the HR committee.
The HR committee would have an opportunity to evaluate management’s performance in those succession decisions in the context of the annual review of the succession plan.
Each organization will have its own governance tolerance defining the degree of management independence and the threshold for Board intervention and that ‘tolerance’ will inform, among other matters, the degree of flexibility present in the succession plan.
