Joining a Board: Research and Discernment is the First ...

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Joining a Board: Research and Discernment is the First Step

· Board of Directors

Congratulations! You’ve been selected as one of the finalists being considered to join a Board of Directors!

If this is your first prospect for a seat on a board, you are excited, honored and, perhaps a bit nervous.

Obviously, you’ll want to impress the nominating committee, chair of the board or CEO....whoever it is with whom you will interview. And, it is likely to be several of these people.

But, impressing them isn’t enough. Serving on a board, whether for a for profit or not for profit organization is a serious commitment. Certainly, there is the time commitment that you’ll need to consider. I have read that to do the job right for a for-profit board, you should expect to spend approximately nine hours of preparation for every one hour of board meeting time. Based on my experience, that sounds about right. Sadly, I haven’t seen nearly that much pre-meeting preparation from most board members. In addition, you should find the organization and its mission compelling. Life is short! Don’t spend your time serving an organization you aren’t passionate about! So, do your homework and learn as much as you can about the organization and industry before you move forward with the process.

In addition, there are fiduciary and legal responsibilities for serving on boards of directors. You want to make sure that everything you think you know about the quality and ethics of the organization is accurate. Think about some of the companies and not for profit organizations that have received negative press in recent years because of fraud, deception or sexual harassment. Some of them had well-known and respected names. Imagine being on the board when their illegal and/or unethical practices came to light. While it is impossible to know everything about an organization from the outside, it is important to do your due diligence before joining a board to minimize your personal risk.

There is a great deal of information to be found online, simply by doing a basic search regarding the organization, it’s field or industry, it’s key executives, etc. Don’t just look at their website. What else can you find by checking press in their town or industry association? If it is a not for profit, what do their 990 filings tell you? If it is a public company, there is a great deal of information readily available online. If you aren’t certain how to find this, stop by your local library and ask the reference librarian to assist you. (An aside, good reference librarians are unsung heroes, in my estimation!) But, if it is a privately held organization, a small not for profit or a closely held family business, it may be challenging to find much beyond the organization’s own website and perhaps a few articles in the press.

If you are being seriously considered as a board member, the people leading the organization, whether executives or current board members should want you to be as well informed and excited about the venture prior to agreeing to this role, as you possibly can.

With that in mind, as you go through the interview process, make a list of the information you’d like to know before you agree to serve. A lot of it will probably come out through the natural give and take of conversation with the key leaders. But, if you don’t feel that you have enough insight into the work of the board and the organization as a whole, ask questions! If it is an organization worth sharing your time and talents with, then it is worth making sure it is a good fit before you join.

Recently, I was invited to join a board of directors for a midsized, but very fast-growing company. From my interviews with their CEO and Board Chair, researching their website and the public information I could find about them, it seemed like an exciting, innovative organization. One of the things they emphasized during our interviews was that they felt the need to professionalize their board; they were excited about my experience with this and seemed eager to have me help them raise the bar on board engagement.

So, a month prior to a scheduled in-person interview with the Chair of the Board, I sent an email expressing my interest and excitement about possibly joining the board. I said that I’d like to have a deeper and more substantive conversation with the Board Chair when we met and it would help me prepare if I could know a bit more about their organization. I told them that I would happily sign an NDA (non-disclosure agreement) prior to the release of the information I was requesting. Since we were in the final stages of discussion about my joining their board, I asked if they could share some or all of the information listed below with me so that I would be better informed:
Audited financials for the past couple of years
Current strategic plan
Current fiscal year goals
New board member orientation materials
Information re: the D&O (directors and officers insurance) coverage the company has for board members
Plus, anything else you think might be helpful.
One week passed.

Two weeks passed.

Three weeks passed.

One week out from the scheduled meeting, I re-sent my email with a note to confirm our meeting and express my continued interest in joining their Board.

I then received an email from the Board Chair saying that something had come up and he wouldn’t be able to meet with me on that date.

Perhaps this is all a coincidence and they were simply too busy to respond to my request. But another possibility is that by asking for this background information, I learned that while they said all the right things about wanting an engaged and more professional board, they aren’t really ready for that.

This is highly unusual, in my experience. Most CEO’s and board chairs want a prospective board member in the final stages of the interview process to be as well informed as possible. When I have interviewed prospective board members (and that now numbers well over 100 at this point), I always encouraged them to ask whatever they thought would help them discern whether the role of board member with our company was a good fit for their gifts, interests, and expertise. And, I encouraged them not only to ask those questions of me, as the CEO and an executive member of the Board, but to also ask their questions of the independent board member(s) with whom they interviewed. The way I expressed it was this, “We want you to be as excited about joining this Board as we are excited about having you join us! And, that can’t happen unless you feel that all of your questions have been answered.”

The bottom line....when you are being considered for a board role, feel honored! It truly is an honor to be selected to help lead an organization in this critical role. But, don’t jump in blindly. Do your homework. And, if it doesn’t feel right, politely decline and look for something else. The work is interesting but takes time if you are doing it right. And, there are fiduciary and legal responsibilities and accountabilities that come along with the opportunity.

And, for those of you searching for new board members, if you are looking for people who not only have the expertise you need, but also a willingness to work hard to help you succeed, a prospective board member who asks good questions during the interview process is a good bet!

Beth A. Lewis
© Getting2Transformation 2019