Regardless of which of the four ways you pursue to attain an appointment, the Chair is key to your board appointment. To be successful, you need to consider not only their role but their possible motivations for making the final decisions.
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 company 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 combined with that of chief executive or managing director in smaller companies. However, such a joint role is not recommended for public companies.
When it comes to Advisory Board Chairs, in the UK, these roles are almost always held by independent directors. Their part is to facilitate a formal advisory board and support effective outcomes. This includes establishing, maintaining or reshaping the structure of the advisory board.
Why is the Chair key to your board appointment?
Formally, the board chair is the ultimate decision-maker who must sign off on any new non-executive appointment. But you need to consider what motivations affect that decision and, ultimately, your non-executive appointment. A considerable motivation is protecting their reputation. Their reputation is on the line should your board appointment not work out.
A chair must also appease internal and external stakeholders, including shareholders and the executive team. The exigencies and lobby power of different stakeholders may have a significant effect on the final decision.
Board chairs do not make decisions in isolation, including director appointment decisions. Chairs and board members of established boards have worked hard to develop their working group. Often, they will seek to protect the dynamics of their group above all else.
Many believe that boards are a bit like a rockpool, a robust ecosystem that thrives on change. The tide comes in and out twice daily, delivering new entities into its presence. All of these thrive from this changing ecosystem in their way. A board can be compared to this type of ecosystem. As a new member joins, it adapts accordingly and strengthens from it.
For some boards, this might be true. But the reality is often vastly different. Even on high-profile boards, adding a new board member can change the dynamics adversely. This can reduce the board’s effectiveness, makes governance a challenge and, most importantly, jeopardises the Chair’s reputation. Any change to a board’s composition is an excellent reason to make a Chair nervous and cautious.
The Chair IS the key to your board appointment – so reassure them
What does all this mean for you and your chances of getting a board appointment? You must assure them that you are not a risk to the board’s dynamics or the Chair’s reputation.
Firstly, understand that the Chair is key to your appointment. You need to take the time to consider their possible motivations when making decisions regarding the appointment of a new non-executive director.
Secondly, understand that any new non-executive appointment, including yours, will change the dynamics of a board. You need to provide assurance that your appointment will complement that current board, that you can operate effectively in a team management environment and that you will be a valuable contributor.
Lastly, accept they are likely to be nervous about your potential appointment. You must do everything you can to derisk your appointment in their eyes.
Before submitting a board application or conversing with the board chair, you must conduct thorough research. I recommend that you conduct both online and personal research. In their eyes, you are an unknown quantity. Research and how you apply what you learn is one way to provide comfort and assurance to the Chair.
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 are:
- Prior board or governance experience
- Executive skill set
- Personal connections
- Demonstratable passion
- Cultural fit
Yes, the Chair is the key to your board appointment. Yes, chairs are nervous about appointing new non-executive directors. At the end of the day, they would not be doing their job correctly if they were not nervous to some degree about introducing a new member to their board. To secure your appointment, you need to build confidence and derisk your appointment in the eyes of the Chair.
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.