APR 14, 2021
Asking The Right Questions Before Saying "Yes" to the Seat
(Originally appeared in the April 14th, 2021 'Across the Board' digital publication, a Board Director, Board Advisor, C-Level, and Business Leader publication reaching 26,500+ exceptional business leaders in over 70 countries with articles focused on leadership, strategy, and governance topics - sign up here)
Executive/Board placement firms as well as Nominating Committees commonly have a detailed evaluation checklist that is frequently referenced throughout their search and vetting process ...and they absolutely should in order to properly evaluate and recommend the most qualified Directors for open Board seats. However, when it comes to Board Candidates going through a vetting process, it is not as common for these candidates to have a detailed and process-oriented approach to properly do their own 'counter-vetting' of the organization and Board they aspire to join. Yes, almost all Board Candidates will have a handful of questions, but in most cases they are not systematically evaluating the Board in topic areas that matter most for success. For many aspiring as well as experienced Board Directors, this can prove to be a big mistake.
A common observation of hundreds of Board Candidates working their way through Board vetting processes shows for a majority of the exercise they play defense and forget about their offense. In other words, feelings of having to prove oneself, wanting to be accepted, and avoiding topics that could potentially scare away an evaluator overwhelm the needed balance and flow of a conversation designed to get to properly know one another. When an interview and vetting process is going down the path of one side (evaluator) asking questions and the other side (candidate) simply answering, it is an early bellwether for a Board Candidate needing additional experience and training. Conversely, when a Board Candidate achieves a balance of defense and offense in the process, the results can be amazing. In my Board consulting and advisory work, I've personally witnessed Nominating Committees quickly switch gears from a mode of skepticism to essentially pitching a Board Candidate to join their Board when this approach has been properly applied.
Remember that your questions as a Board Candidate in the vetting process not only get answers you desire to make an informed decision should the seat be offered to you, but will also convey to the Executive/Board placement firm or Nominating Committee that you are thoughtful, inquisitive, and similarly aiming to ensure a great fit with a 2-way evaluation approach. By simply balancing the discussion and questioning process, you inherently establish your authority and make a lasting impression.
Some of the more important questions that a savvy Board Candidate will ask, astutely listen to the responses, and aim to fully understand include those mentioned in the following list. Note that some of these questions are appropriate to ask during Board interviews, others in offline Board interactions, while some will simply be part of your due diligence in researching the Board and then verifying your assumptions:
Values & Culture:
Importance: Guiding principles that dictate behavior and action of the Board, employees, team members, and even vendors have a profound effect on lowering organization and Board risk.
- How is the Board kept abreast of the lived values within the organization and their subsequent effect on organizational culture? (additional reading on this topic: The Story of Company Values)
- How has the Board infused the values of the organization into its decision-making processes? (additional reading on this topic: The Risk & Values Alliance & The Board Decisioning Process)
- How has the Board committed to diversity in its makeup?
- Does the Board have a Continuing Education mindset and how has this converted into action? (additional reading on this topic: The Board's Continuing Education Priority)
- Has the Board had an instance where it had to remove a Director due to a breach of values or culture (or for any reason)? If so, how was this removal accomplished? (additional reading on this topic: Voted Off The Island: How To Remove Problematic Board Members) (note: this particular question is an important indicator in evaluating the Board's ability to solution issues and act deliberately on making changes when needed)
- What has the Board done / continued to do in an effort to increase camaraderie and create a sense of responsibility towards one another and the organization?
Communication & Interaction:
Importance: How a Board communicates and interacts, both internally and externally, directly affects its perception, effectiveness, and authority.
- Does the Board utilize a communication platform, such as Board Portal software, for its communication and information sharing?
- What is the Board's process for handling urgent matters and escalations between formal meetings?
- Is there a documented communications plan within a) the Board and b) between the Board/CEO?
- What does a typical Board meeting's preparation material (Board Book) look like and how far in advance of the meeting is it distributed?
- How does the Board typically work through conflict and is there a repeatable process followed? (additional reading on this topic: The Art of Respectful Dissent)
- What is the agreed communication structure between a) Board Committees as well as between b) Board Committees and the overall Board?
- Does the Board have an agreed limit of additional/outside Board commitments that an individual Board Member can have (to prevent overboarding and the inability for Directors to commit time, especially during times of crisis)?
Strategy & Governance:
Importance: The effectiveness and efficiency of a Board has a direct correlation to the understanding and application of strategy and governance.
Processes & Board Structure:
Importance: A Board's processes as well as structure (or architecture) has much to do with its current and future effectiveness, efficiency, and success.
- Checkpoint - Early on in the candidate process, were you issued a Board Pitch Book laying out the fundamentals of the Board and where exactly you would fit + the role description? (additional reading on this topic: Creating Your Board Pitch Book & pages 158-160 in my book for more details)
- How are new Board Members onboarded and assimilated to the environment? Will a current Board Member be assigned as an onboarding guide?
- Are Board Member reviews performed? At what interval? How are the outcomes communicated and addressed?
- What is the yearly meeting schedule (Board meetings and Committee Meetings) and how far in advance is this decided?
- What is the universally-agreed amount of time that the Board Members understand their yearly time commitment to be? (additional reading on this topic: see pages 176-179 in my book for more details)
- How was/is the Board structured and has it changed over time? (additional reading on this topic: Performing a Board Architecture Assessment)
- How often are the bylaws reviewed and is there a repeatable schedule for this task?
- In addition to the current open Board seat to be filled, what other near-term changes are expected within the Board over the next 24 months?
Remuneration / Compensation & Protection:
Importance: Understanding Board Director compensation is not only about knowing how much you will be paid, but more so understanding if the Board is keeping up with changing pay models and incentives. Commonly, Boards employing older compensation models are also lacking in numerous other important areas of modern Board operations.
(note: it is recommended in most cases to ask remuneration and insurance questions outside of a formal interview environment unless the topic is brought up by the evaluator)
- What is a serving Board Member's compensation model and is it in line with modern Board Director remuneration trending? (additional reading on this topic: How Much Should You Be Paid as a Board Director?)
- Is there a yearly review of the Board's Indemnification policies as well as Directors' & Officers' (D&O) Insurance?
- Does the Board offer, or do other Directors carry their own IDL (Independent Director Liability) insurance? (additional reading on this topic: Do You Do The D&O)
There are undoubtedly additional questions you will have for a Board when counter-vetting an opportunity. Having a decisive plan of specific questions you want to fully understand should directly weigh into your decisioning process of whether or not to join a Board. Important questions, such as those mentioned earlier, lead to a weighted list of must-havesin your decisioning process. Don't let the flattery of being asked to join a Board cloak important decisioning points when evaluating if a Board will be right for you. You will likely find, as many do, that a high percentage of Boards will simply not be a great fit for you - and this is ok. Don't be afraid to say "no." Simply remain discerning and always look for the correct fit... and don't be fearful of showing up with your list of questions - there is nothing wrong with being prepared!
Is your Board Candidate Checklist ready for prime time?