What to know before joining a board

What should directors consider before joining a board? We ask four experienced directors to share their must-do tips. 

Elizabeth Jameson AM FAICD

Chair of Endeavour Foundation and director of the Institute for Urban Indigenous Health. Her directorships have included boards at more than 25 organisations.

What has been the most useful source of information in your decision-making?

Meeting the company secretary. That’s often overlooked by directors doing due diligence. The company secretary can give you the strongest sense of how dynamic the board is, how rigorous its debate and processes are and how evenly the workload is spread among directors. The CEO and CFO often have a different relationship with the chair than the company secretary. While they will also provide useful insights, the company secretary is so integrally involved in the running of all aspects of the board and its committees that I value these insights most of all. By their nature, good company secretaries will, without being inappropriate, share an honest appraisal of how the board works under the leadership of the chair — which tells you all you need to know. 

I also like to talk to any directors who have recently departed, if I can find a direct enough connection to them. You do need to have a personal connection, otherwise, they will be hesitant to talk frankly to someone they don’t know. A director who has left recently usually brings an impartiality that can be helpful. However, you also have to be cautious they don't have jaded or outdated views.

How do you get a feel for the board’s culture and dynamics?

It’s all about the questions you ask. I ask the company secretary, a former director, the CEO and chair the same question, “How would you describe the culture of the board?” I then assess how consistent or otherwise their answers are. If they give me a stock standard, textbook answer like, “Oh, it’s a very collegiate board”, alarm bells go off for me. If this happens, I ask far more about it. Examples are: What do you mean by collegiate? How do you avoid groupthink, which can be the consequence of too much collegiality? Are directors free to push back on each other? Do they do so? Is management free to push back on the board? Do you think that is the way management would also describe the culture of the board?

Maryanne Mooney MAICD

President of the board for the Senhoa Foundation US and director of The Worthy Leader. Former director of Grafton Australia, Grafton Integrated Health Network, and Prospect Management Consulting, and founder of Full Circle Feedback. 

What homework do you do before accepting a board position?

I find out as much as I can about any gap between the stated mission, vision and values of the organisation and reality. Apart from financial viability, the three areas I am always most interested in are:

1. Openness to change and innovation in an uncertain world

2. Visionary, emotionally intelligent and ethical leadership committed to building a healthy culture

3. Commitment to action and positive outcomes.

How do you find out more about the style and approach of the chair?

I have an informal one-on-one discussion and ask about their leadership philosophy and principles. I am trying to gauge a sense of their authenticity, values, openness and communication skills. I’m interested in key moments from their life story, such as who and what has shaped them, and what matters to them most. I would also hope they would demonstrate good listening skills and be interested in getting to know me.

Marion Macleod FAICD

Chair of Core Management Solutions and several private companies and not-for-profits. Director of Fenwick and the Australian Governance Academy. Past board and chair positions include Homeward Bound, VFF, V/Line, Metlink, Mecwacare and the CAE (formerly Council of Adult Education). 

What homework do you usually do before accepting a board position? 

I conduct a full due diligence to assess if the directors are clear on their business model and strategy and to understand what skills the board needs to deliver against that. I check they have a comprehensive approach to governance. I check annual reports and the Australian Securities and Investments Commission’s (ASIC) records. I also ask to see the board minutes and talk with the chair to understand the board’s governance approach and points of tension.

How do you get a feel for the board’s culture and dynamics?

I look at whether the company is performing well. I examine if the board is structured for success with diverse members and complementary skills. I assess if its strategy is clear and its committee structure enables effective decisions. I like to know whether the board is clear on the organisation’s strategy, structure and culture and whether directors are interested in the business.

Jonathan Gavshon

Founder and chair of The Observership Program, co-chair of Jumpstart and director of The Moriah Foundation. He is a former CEO of Group Homes Australia.

How do you find out if a board is right for you?

I find it most useful to take a more informal approach by tapping into my networks for people who have either been on that board or have been professionally connected to the organisation, to get a sense of the board’s style and the interpersonal relationships between directors or colleagues. The formal process of talking to the two directors lined up for me to meet doesn’t work. Obviously, they’ll say good things if the board is recruiting. 

In the director community, people are happy to have a respectful and off-the-record conversation if they are clear on your intent and you have a reputation for upholding confidentiality. 

In addition to meeting with the chair, it’s useful to talk to directors who have most recently retired or most recently joined the board. They should give you a clear picture versus the people who have been there for an entrenched period.

I look at whether board meetings are tense or collaborative and how the discussion’s focus is balanced between a strategic versus operational focus. I’m very focused on whether the meetings run to time. I also ask to see a couple of board packs and sets of minutes. 

How do you find out more about the style and approach of the chair?

It’s partly about my judgement when I meet with them and partly about getting indirect cues from the different conversations I’m having. I often ask the chair to describe their personal style of leadership and ways of chairing to get a sense of what they emphasise and what they don’t.