Been asked to sit on a Board?

 By Cindy Rodahl and Kaye O’Leary

You are sitting in your office on a sunny afternoon and finally receive the call you’ve been waiting for— you are being asked to join a Board of Directors!  As you begin your due diligence, there are some areas you may want to explore beyond the traditional financial and organizational information normally provided to prospective board members.  By doing this you will gain a greater understanding of how the board does its work and the board’s culture.

Does the board have an Annual Plan outlining its goals and objectives for the year, the timeline of key activities, as well as, a schedule of meetings?  Be sure to examine past examples of information regularly provided to the board, including agendas from past meetings. How are the performance of the CEO and board members evaluated?  Ask to review the most current evaluations.   In addition, there should be a clearly defined orientation process for new members, as well as, on-going board education and development. 

Look at the existing structure of the board and committees’ roles and responsibilities to better understand the workings of the board.  How are individual board members’ expertise utilized to enhance the overall contribution of the board?  What are the expectations of you as a board member?  How are conflicts within the board resolved? What is the level of interaction between the Board and the Executive Team?  From this, you will gain a better understanding of alignment within the board and additional insight into the board’s working relationships with the CEO and the Executive Team.

Think about what you can bring to the board and evaluate why the company is interested in you as a member.  Talk with members of the board to understand their overall goals, how they believe they add value, how progress will be measured or evaluated and specific ways the Board adds value to the Company. 

Now that you’ve completed your due diligence, begin to think about how you can distinguish yourself as an exceptional board member.  A large part of this goal can lie in the “softer side” of board work, outlined below: 

Be prepared

Frequently, more time than needed is spent reviewing information previously provided to the board.   One of the goals of the board is to review the performance of the business thoroughly, yet efficiently.  Working with management to provide an executive summary in addition to detailed financial and business information helps accomplish this.  As you review the information being given to the board, provide feedback on what’s helpful, what’s redundant and what needs to be improved.  Also, be disciplined about the continuity of information and discussion from one meeting to the next.  Because there is often an 8 to 12 week gap between meetings, develop your own techniques and tools in addition to the recorded minutes to capture key information between meetings. 

Be Shareholder Driven

Good public-company board members become extraordinary by being shareholder driven, while providing support and assistance to the CEO.  The board should clearly define the role and responsibilities of the CEO, as well as key objectives on an annual basis.  When this is defined upfront, it will drive focus, objectivity and clarity regarding performance.  Encourage discussion of key topics and issues.  It is a normal process for CEOs to seek advice through individual discussions with board members, based on their expertise and role within the board.  Once the discussion moves from an “advising/coaching conversation” to a “decision making conversation” it is important to get full board participation.  Lastly, don’t be afraid to ask the tough questions and challenge current thinking even when things are going well.

 Be a team player

Highly effective directors are less focused on their individual contribution and look for ways to enhance the collective performance of the Board.  Use the leadership and managerial talents (facilitation, strategy development, process management, conflict resolution, communication skills, etc) that are already within the board.  Identify ways that you can bring out the best in other members.  Most boards are made up of highly accomplished leaders with strong points of view.  Given this, oftentimes a handful of board members can dominate the meetings.  Great board members pay attention to the participation levels of everyone. 

Be Accountable

Accepting a board assignment is a significant commitment in terms of responsibility and time.  Look for ways to enhance board processes; effective processes become even more critical as demands on time grow.  Also, proactively identify areas of expertise that you possess that can be a resource to the company.  This is especially important in smaller companies where access to high level expertise or resources is more limited or less affordable.  Most importantly, stay current –the governance world is ever changing.  Networks and educational forums are critical to stay abreast of legislative and regulatory changes as well as best practices.

Congratulations!  We hope your experience as a board member is personally rewarding and adds value for the organization and shareholders that you will be serving

Cindy Rodahl and Kaye O'Leary are Principals at Tevera Consulting, LLC. Trevera Consulting works with small to mid-size companies in the areas of strategic planning, organizational effectiveness, board effectiveness and strategic governance. Ms. Rodahl has over 25 years of experience in Corporate Human Resources with companies such as Pillsbury, Carlson Companies and Buca Inc. Ms. O'Leary has over 25 years of experience in Corporate Finance with companies such as Pepsico, Carlson Companies, Navitarre, One Link and Buca Inc. Their clients include privately held and publicly traded companies in the restaurant industry, med-tech, manufacturing and the service industry. They have also done work for non-profit organizations. For more information, contact them by calling (763) 473-1259 or emailing:

  crodahl@teveraconsulting.com     /     koleary@teveraconsulting.com

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