Knowledge Center: Expert Guidance

Chief Executive Officer & Board of Directors

Why you should—and shouldn’t—join a board

Subscribe to Chief Executive Officer & Board of Directors 4/5/2016 Bonnie W. Gwin

 Why you should—and shouldn’t—join a board

In my previous article about how to secure your first appointment to a major company board, I advised that you treat it as you would a job search. That is, think carefully about what kinds of companies fit your talents and interests; then network, network, network to ensure that your name is in the conversation when boards are discussing their next director.

But what happens when your efforts begin to pay off? When a director or CEO or search professional approaches you about possibly joining the board of a particular company? This is what you’ve been working toward; why not just say yes and jump in? After all, board vacancies are few and far between; the bar for candidates is high, and even getting on the shortlist is quite an accomplishment. 

Nevertheless, you should proceed with caution. When you are trying to get yourself on the radar screen, you are dealing with a large universe of possibilities. But when you become a candidate, those possibilities narrow to a single reality—a specific company, board, and CEO. You need to make sure that the fit is right for you before you begin the interview process.

Why before? Because the process can be spread over many months and involve separate interviews with several board members, the CEO, and the nominating committee. Withdrawing from consideration late in the game wastes all of that time and effort for you and the board. If you are the leading candidate, it could even send them back to square one. And it could make other boards hesitant to consider you in the future. Further, your tenure on the board could last a decade or more: as the old saying goes, marry in haste, repent at leisure.

To avoid a damaging late withdrawal or a demoralizing stint on a board that’s not right for you, ask yourself these five questions early in the process:

Why do they want me?

The answer may be obvious and reassuring: you have a specific area of expertise the company needs, or badly needed international experience, or applicable knowledge from another industry. But they may want you for the wrong reasons. For example, if you are a woman or a person of color, they may want you merely as a demographic marker of diversity, not for your expertise, experience, or ability to bring genuine diversity of thought to board deliberations. Or if the company is embroiled in litigation they may want you for your legal expertise; or your compensation expertise if you are a CHRO, for example. Before you move forward make sure these are the areas where you want to contribute.

What will I gain by serving on this board?

Service on a major company board can involve as much as ten or more hours per month (far more in a crisis) and long travel times to board meetings. It also comes today with far more director liability and the harsh glare of the media spotlight. In return, you should receive substantial professional benefits: the opportunity to work with a group of highly accomplished fellow directors, to learn how another company or industry works, and to enlarge your network of influential colleagues. If you work full time, this should also be a board that adds value to what you do every day. Before moving forward, you should learn as much as you can about the board from published sources and, more importantly, from people in your personal network who may be able to provide some insight into the board’s degree of conscientiousness and independence. Make sure that the culture fits what you want and provides real value for the time and energy you will invest.

Does the board embrace worthy values? Are these directors that I will learn from and value working with?

Given today’s increasingly thorny issues of governance, compliance, risk, and corporate responsibility, you need to be reasonably confident that your fellow directors put intrinsic values like integrity, transparency, and stewardship above expediency. Your research on the board’s conscientiousness and independence can go a long way toward helping you answer the question of values. But you should also look into how the board behaved during any prior controversies or crises, how other boards on which members serve behaved in such circumstances, and how individual board members may have behaved during difficult times in their home companies. If you conclude that the board as a group or a preponderance of its members seem to lean toward expediency, you should think very carefully about whether you want to join them. In addition, make sure these are high-stature, thoughtful leaders who reflect your values in how they comport themselves and how they make decisions.

What do I think of the CEO?

Ideally, you want to hitch your wagon to a chief executive with the vision and leadership to take the company to new heights, enhancing the reputations of everyone associated with it, including directors. At the very least, you want to avoid associating yourself with a CEO whose business acumen you doubt or whose reputation puts you off. As noted above, make sure that the chief executive’s values align with yours; that you appreciate and respect the culture the CEO represents; and that you would enjoy working with, mentoring, and teaming with that person. Without that level of relationship and comfort about the CEO, you should not join the board.

Am I passionate about what the company does?

In my experience, many potential candidates either never ask themselves this question or don’t take it seriously enough. If you are not genuinely interested in the company’s industry, business, or value to the larger world, you will find yourself regretting the decision to sign on. Further, your lack of genuine interest will likely show in the quality of your contribution to board deliberations. Don’t assume that the other attractions of board service will somehow outweigh this—if this is a business that you are not innately curious about and interested in, where opening the board book will be exciting, don’t say yes.

***

In answering these five questions you may find a clear deal breaker—a board that wants you only as a token, a CEO you believe is taking the company where it should not go, or a board that doesn’t share your values. You may also find a deal clincher—a distinguished board of unquestioned integrity, a gifted chief executive who values the board’s input, or the chance to learn things you can take back to your company. In all likelihood, your answers will be mixed. In that case, you need to weigh them all carefully and determine if, taken together, they add up to a generally positive picture of a board performing reasonably well (even if the company is not), a business you care about, and an opportunity for you to contribute. If so, communicate your interest without equivocation. If not, decline as politely and diplomatically as possible, withdrawing from further consideration without closing any doors for good.

After all the time and effort you have put in and the scarcity of openings, you may find declining painful. But you got this far, and with persistence you likely will again. And when in good conscience you can fully embrace the opportunity you will get even further and add enormous value as a director to the shaping and success of a company.

About the author:

Bonnie W. Gwin (bgwin@heidrick.com) is vice chairman and co-managing partner of Heidrick & Struggles’ CEO & Board Practice. She is based in the New York office.


A version of this article originally appeared on LinkedIn as part of Bonnie Gwin’s “LinkedIn Influencers” series. For more articles by this author, follow her on LinkedIn by clicking here.


Bonnie W. Gwin Vice Chairman +1 212 8679876

Knowledge Center

Route to the Top 2017
Giving frontline employees a voice in change
Nordic private capital compensation trends: 2017
2017 NACD Global Leaders Summit
What today’s general counsel looks like as a leader
Article Case Study Expert Guidance
Publication
Event
Video
See All