Regardless of what non-executive director (NED), committee, trustee, or advisory board role you are a candidate for, the Chair is key to your appointment. Not only do they hold the final say, but they also have input and often influence the recruitment process. To be successfully appointed, you need to consider not only their role in the process but also their motivations for making their final decision.
What is a board chair? What do they do?
According to the Corporate Governance Institute, the board chair’s role involves ensuring the board’s effectiveness in implementing the organisation’s strategy and ensuring good corporate governance. This includes:
- leading the collaboration of the board,
- chairing board meetings,
- determining agendas,
- assuring effective communication,
- and taking responsibility for the board’s composition, development, and performance.
Primarily, the Chair’s responsibility is to the board. In the UK, the board chair role is often combined with that of Chief Executive Officer (CEO) or Managing Director (MD) in smaller organisations. However, an independent board chair is recommended for publicly listed companies.
When it comes to UK Advisory Board Chairs, these positions are almost always held by independent directors. Their role is to guide the advisory board’s formal proceedings and ensure productive results. This includes establishing, maintaining, or reshaping the structure of the advisory board.
Why is the Chair key to your board appointment?
Regardless of which of the four ways you pursue a board appointment, formally, the board chair is the final decision-maker who must sign off on any new non-executive appointment. You will also see above that the chair’s role includes the responsibility for the composition of their board or committee, so they are the ultimate gatekeepers to who gets considered and appointed to join their governing team.
To gain a chair’s confidence, you must consider the motivations affecting their decision and, ultimately, your non-executive appointment. A driving motivation, often overlooked by candidates, is the chair’s instinct to protect both their own reputation and that of the organisation. They will also consider the potential risks if your board appointment does not work out.
A chair must also appease internal and external stakeholders, including shareholders and the executive team. The exigencies and lobbying power of different stakeholders may have a significant influence on the chair’s final decision.
The Chair is the leader of a dynamic team
Boards and board chairs do not make decisions in isolation, including decisions regarding the selection and appointment of new directors. Members of established boards have diligently collaborated to cultivate a cohesive and effective working group. Often, they will seek to protect the dynamics of their group above all else.
Many aspiring NEDs liken boards to a vibrant rock pool, a resilient ecosystem that prospers through change. Twice a day, tides flow in and out, introducing new elements to its environment. Each entity uniquely benefits from this dynamic system. Similarly, a board functions like this ecosystem; it evolves with each new member, gaining strength through adaptation.
For some boards, this analogy holds. But the reality is often vastly different. Even on high-profile, well-structured boards, a shift in dynamics can occur when a new member joins, potentially leading to negative consequences, including a reduction in the board’s effectiveness, making governance a challenge and, most importantly, jeopardising the Chair’s reputation. Any change to a board’s composition is motivation to make any chair nervous and to proceed with caution.
The Chair is key to your appointment – so reassure them
What does all this mean for you and your chances of getting a board or NED appointment? It means that you must consider how to assure the chair that you are not a risk to the dynamics or reputation of the board. There are several steps to consider when approaching this task to build confidence and demonstrate your suitability for the role:
1. Understand the Board’s Culture
Before you even consider applying for a NED position, take the time to research and understand the board’s culture and dynamics. Demonstrating that you are knowledgeable about the unique challenges and dynamics of the board can reassure the chair that you are prepared to contribute positively.
2. Highlight Relevant Experience
Communicate how your previous experiences align with the board’s objectives and challenges. Demonstrate your strategic insight and show how your expertise can offer value. Highlighting relatable achievements and challenges faced in past roles can help the chair envision the value you would bring to the board.
3. Align with the Chair’s Vision
Every chair will have a particular vision for the board, often tied to the broader company strategy. Listening actively and engaging with this vision shows your willingness to integrate seamlessly into their strategic leadership. During interviews or informal discussions, express how your goals align with the chair’s vision, reinforcing your commitment to the board’s success and your genuine passion for what they do.
4. Foster Relationships with Board Members
Building rapport with current board members can be beneficial. If they already know a bit about you, it can ease their concerns, and the chairs. If you are successful, it will also provide a sense of familiarity when you formally join the board. Reach out to them through networking events, industry conferences, or by engaging on professional platforms such as LinkedIn.
Having informal conversations with current and past board members allows you to gain insights into their perspectives and the board’s collective goals. This proactive approach demonstrates your commitment to understanding the internal dynamics and supports the chair’s efforts in maintaining a cohesive board.
5. Demonstrate Adaptability
Another way to provide assurance to a chair is by addressing the 5 core criteria the chairs look for when appointing a new non-executive director. These common or core criteria are:
- Prior board or governance experience
- Executive skill set
- Personal connections
- Demonstratable passion
- Cultural fit
Highlight these criteria when writing your board application (even if they are not listed in the selection criteria), or in a conversation with the chair or other board members.
In Summary
Yes, the Chair is the key to your first or next board appointment. Yes, chairs are nervous about appointing any new non-executive directors. At the end of the day, they would not be doing their job correctly if they were not anxious to some degree about introducing a new member to their dynamic governing team. To secure the role, you need to build confidence and reduce the risk associated with your appointment in the eyes of the Chair.
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About the Author
David Schwarz is CEO & Founder of Board Appointments – The UK’s leading board advertising and non-executive career support firm. He has over a decade of experience in putting people on boards as an international headhunter and a non-executive recruiter and has interviewed over one thousand non-executives and placed hundreds into some of the most significant public, private and NFP roles in the world.