Board Matters: Determining Whether a Board Is a Fit For You

Having successfully conducted several hundred board recruitments, attracting not only qualified director candidates but importantly, those that will truly contribute and represent the shareholders remains a challenge. Ferreting out the best qualified, given a board’s specific circumstances, is really the value that we provide to our clients.

Yet, as important as governance has become, we are surprised by how often Nominating Committees bring forth candidates largely, in the end, on “personal comfort.” While fit is important, charm itself is not enough to determine whether a candidate will effectively contribute to the governance equation.

Let’s flip this discussion and offer a few suggestions if you are a serious candidate for a directorship.

Oftentimes, board candidates during the interview process seek candor and insights into business issues, governance challenges and board culture but don’t ask, not wanting to be perceived as too forward. Yet, deep dive questions, in the end, are the determining factors as to whether a board seat is truly worth pursuing…due diligence requiring a serious deep dive.

Below are seven “starting point inquiries” which we suggest that you ask, in one form or another, to judge if a board fits your interests.

** What are the board’s current major challenges and its highest priorities…succession, compliance, shareholder matters, legal issues, et al? How are these matters being addressed?

**Does the board have consensus agreement on strategy i.e., have a strategic understanding on how its company’s operating model is aligned to value and the levers toward future enhanced valuation?

**Collectively, what is the board’s accountability process for of its own performance and the performance of its CEO? Improvements planned?

** How “open” is the board to shareholder rights and ideas?

** Regarding governance and compliance, what’s working and what isn’t? Why?

** What is the board culture and dynamics? How are decisions made?

** What role/impact do you expect me to play/carry out?

The important insights gained will be invaluable at avoiding the pitfalls of the boardroom.

While board service can be professionally satisfying, be sure that you are comfortable with the answers to these seminal questions, among others.

Our advice is simple…Be Diligent…Be Critical…Check Around.

Thanks to Joel Koblentz - The Koblentz Group is a global executive and board of director search firm specializing in recruiting senior leaders and corporate directors. Over the past 30 years, its Partners have successfully conducted several hundred “sensitive matter” board recruitments for public companies, investor owned and private concerns. The Firm serves its clients worldwide.