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Men in Suits

How to get a board seat? The 4 ways they happen

Securing a board seat is a prestigious accomplishment rooted in strategic planning and alignment. Individuals typically achieve this through several key avenues. First, their individual expertise and reputation within their industry play a pivotal role. Demonstrating strong leadership, extensive experience, and a track record of success positions candidates as valuable assets to the board. Secondly, shareholder appointment is critical, where candidates seek support from major shareholders during general meetings to secure votes for their candidacy. Another pathway involves nomination committees, comprised of current board members and external experts, who evaluate potential candidates based on their qualifications and alignment with the company's strategic objectives. Finally, proactive networking and mentorship can open doors, providing opportunities for aspiring board members to connect with influential individuals who can endorse and support their candidacy. These pathways collectively facilitate entry into the esteemed realm of Corporate Governance, where strategic decision-making and leadership converge to drive organisational success.


How to Secure a Position on a Corporate Board


Joining a board allows you to utilise your sector expertise, gain governance skills, broaden your professional portfolio, and support businesses in new ways. But getting a seat in the boardroom is difficult, and not all boards are the same. Board positions vary depending on whether the firm is publicly listed, privately held, or non-profit.


The Securities and Exchange Commission enforces certain standards for publicly listed corporations. A public corporation board, for example, must have a nominating and governance committee, a remuneration committee, and an audit committee. Independent board members who are neither significant stockholders in the company nor members of the management team must preside over these.


Individuals, private equity funds, or financial institutions are the owners of privately held businesses. There is no legislation that requires a private corporation to establish a board. Many private organisations have boards because they seek to follow governance standards and operate their businesses as if they were public. In many situations, the private owners depart the firm through a public issue of the company's shares; therefore, having the corporation operate like a public company facilitates the transfer.


Nonprofit boards tend to be relatively large. Early in my career, I served on the board of the Houston Symphony alongside roughly 100 other people. Nonprofit boards attempt to choose people who are either well-known in the community or desire to make a reputation for themselves; members are not compensated and are required to give. Nonprofit boards are the simplest to join. It is critical to select opportunities that align with your interests and are deeply meaningful to you, while also acknowledging that you are doing it to benefit your community. These experiences may help you land a compensated board position later.


All three of these positions are distinct, yet all boards support the company's management and CEO. They keep them accountable for their activities, adhere to the company's plans, and set overarching business strategy and priorities.

Learn how to secure a board seat through expertise, shareholder support, nominations, and networking to enhance Corporate Governance and strategic decision-making.

The Differences Between Public and Private Company Boards


Because there are only a few publicly listed corporations in the country, there aren't many open board positions every year. Boards do not have considerable turnover unless the firm is undergoing a significant shift. On the other hand, there are numerous private firms, making these chances an excellent approach to beginning a board portfolio.


A public company's shareholders elect its board of directors. Each year, during the annual shareholders meeting, an election is held, and the corporation presents a slate of directors for shareholders to vote on via a proxy statement. Typically, this is uncontroversial, but if there is an activist shareholder, they may remove people off the board in order to get their members on.


In a private firm, the owners choose who serves on the board. Members serve as long as the owners want them to. Owners invite people to join the board because they have a background, skill set, or expertise that will benefit the firm and its management team. A public corporation's board's principal function is Corporate Governance, whereas members of a private board act as advisors. It is practically impossible to serve on a public business board without being appointed to at least one committee. One of the two public corporations where I work wants everyone to participate on two committees. Many private boards do not have committees.


CEOs frequently serve on the boards of both public and private firms. However, they frequently have a distinct function in that they do not necessarily vote on all issues and are not compensated like board members. There are only a limited number of seats on private and public business boards, often between 7 and 12, so each new board member must provide  something distinctive. Companies add members to a board because they are a suitable fit for the board rather than a carbon duplicate of someone who is already there. Many boards hire based on collegiality with the current team. On effective boards, applicants will meet with all of the members before joining. They will discuss the firm and board's culture, and they will analyse not just if a candidate possesses the necessary technical and business abilities but also whether they satisfy the board's diversity needs and will be able to work well with others.


How to be an attractive board candidate


The single most important factor in boards being interested in you is that you are a proven executor who can say, "Here's what I did in my previous role," with specifics about how you lead and where your talents lie. Previously, being a CEO had a significant benefit over being on a board of directors. That is not true now. CFOs, marketing directors, and IT executives may all contribute to numerous boards. Division heads and conglomerates are particularly appealing since they often oversee both a budget and a workforce.


Be prepared to provide compelling reasons why you want to serve on a board and for that specific firm. Before speaking with the firm, conduct your own research. Learn about its company, industry, and location. If it's a publicly traded firm, examine its public filings and perhaps listen to its most recent earnings call to get a feel for its goals. Prepare to discuss your board experience during the interview.


There are practical steps you can take to increase your chances of getting an opportunity

 First, enhance your network connections. You never know where or when the next chance may arrive. Stay in touch with mentors and coworkers, and let them know you want to be on a board. For example, We may state, "I am on two public corporate boards. I'd want to serve on a third occasion in a different industry."


Keep your LinkedIn profile accurate and up to date

The site offers a section where you can indicate that you are interested in board work and that you are open to recruiters contacting you. If a recruiter is seeking for board members and you haven't proactively established that setting, they won't see your profile.


Another consideration is to maintain reasonable expectations

 According to Heidrick & Struggles, a big recruiting business, it will take until 2025 for public boards to be evenly split between men and women. This indicates that boards are more likely to be interested in women. Recent statistics indicate that more women than males have joined boards.


Joining a board is a long process

Companies prepare their board succession systematically. They know years in advance when someone will leave the board due to age or the board's regulations governing how long someone may serve. Annual shareholder meetings are held to vote on board members. That is not to say that you cannot be appointed to a board between shareholder meetings; but, it is easier to add new members as a slate of persons. So it is feasible that the corporation is 10 months away from its annual shareholders meeting and will say, "Let's talk about potentially nominating you at the next shareholders meeting."


The goal is to sow a lot of seeds 

Make your interest known. Ideally, meet with board recruiters in person. If you know someone in the recruitment industry or know someone who knows someone, ask them to build a link. Join a Zoom call. Maybe in six months, go to their office and talk about your board goals, what you'd want to do, and why you're a solid candidate.


Board Succession


Board succession, or filling board vacancies when directors step down, may be a difficult and time-consuming process. The board must maintain track of several elements, including the vacuum left by the retiring director, the profile of present directors, the organization's strategic needs, desired board dynamics, and board governance trends.


However, getting it properly brings several rewards. Turnover presents a chance to enhance board composition. At its finest, board succession planning is a critical strategic problem - a continuous process of planned renewal, identifying board competency and experience needs, and designing a strategy to solve them.


Joining your first board represents a big milestone in your career


A board role demonstrates advanced professional achievement and personal growth, and it allows you to influence the future of an organisation through impactful decision-making while also honing and expanding your skill sets required for navigating complex commercial challenges.


When developing your new venture, there are seven stages to take on the path to obtaining your first board position. Continue reading to learn how to take a seat in the boardroom.


Step 1: Understand your motivations.

As a potential director, while board participation is well compensated for the time investment, there will be moments when your position is all-consuming.

Make sure you have the drive to take on everything because directors are accountable to the organizations they represent, the company's shareholders, and numerous oversight bodies.


Step 2: Define Your Proposition

Identifying the abilities, views, and experiences you can contribute to the boardroom is a critical undertaking that should be approached carefully. Your ultimate objective is to construct your proposal in the same way that, say, a fashion brand shapes its image in the minds of consumers.


This procedure is not as straightforward or as comfortable as it appears, since it requires a great degree of honest self-analysis. The process of self-analysis is not simple or pleasant, but it is critical to be honest with yourself. The most effective company executives are self-aware. They understand their own skills and flaws and are not hesitant to seek advice or assign tasks to others. These characteristics are especially beneficial in the boardroom, where the foundation for power and change is mutual.


You should be conscious of any characteristics of your skill set, career history, or mentality that may raise red flags with prospective employers. It is critical to be objective in your assessment of these red flags because, as you progress through the board search process, you should be seeking to avoid or explain them.


Step 3: Determine where you're needed

Once you've determined what you have to offer, consider which firms may benefit from your abilities and expertise. Self-awareness alone is insufficient for personal branding. You also need to define your target audience before you can tailor your message to them. When considering the kind of institutions that can gain the most from your presence, don't overlook those outside of your own sector or near geographical area.


Step 4: Write your board CV

Your board CV is a more specialised version of your executive CV. Keep in mind the specific requirements put on directors and your target audience.


If you are an executive, your current CV is likely to emphasize accomplishments, but your board CV should emphasise how you implemented that change. What thoughts prompted the change? How did you socialize' those concepts? The purpose of the board CV is to persuade recruiters and others that your executive experience will translate to their boardroom.


Step 5: Improve your image

Once you've determined your brand and included it in your CV, it's critical to establish brand consistency. What happens if you put your name on Google? A potential director should be featured not only on LinkedIn and X, but also in conference videos, papers, and podcasts.


Your LinkedIn profile should reflect the adjustments you've made to your CV and demonstrate a directing mentality. Your X account should reflect a socially conscientious and forward-thinking professionalism. At all of these venues, you should be actively and thoughtfully leading the discussion. If unfavourable things come out in regard to your name, you should endeavour to either delete them or provide an explanation.


Step 6: Improve your profile

A board's decision-makers will seek applicants with a strong media presence. However, this should be done to promote, not distract from, your board member identity.


After reviewing current members of public or private business boards, persons seeking for future corporate directors sometimes consult conference speaker lists, professional affiliations, and author sites. That is where you should promote yourself: create papers, present at conferences, and strive to have pieces published in big channels, trade journals, and 'best-in-class' publications. Also, look for speaking opportunities, panels, and conferences, preferably at industry-leading events. Younger applicants may need to work their way up to these, but any exposure is better than none and will lead to additional opportunities.


Step 7: Leverage your network

Who you know and who knows you might be half the fight, since trust connections play an important role in hiring at all levels. In your network, consider reaching out to both apparent contacts and those in less traditional industries to help you explore other paths to the board.


Odgers Berndtson's Board Practice brings together significant expertise, insight, and networks from the executive and non-executive spaces to find and develop the greatest people for leading businesses throughout the world.



From Reactive to Strategic


Don't give up if your board fails to perform well on all of these actions. Most boards fall somewhere between 'reactive' reactiveand strategic.' Over time, boards should seek to come closer to a more strategic approach.


Reactive

On a reactive board, there is no emphasis on succession planning. Skills assessment is unstructured, and board self-evaluation is regarded as a compliance task. The director's tenure is uncertain. There is no explicit succession plan; a candidate profile is only prepared when a board vacancy is looming.


Progressing

When boards begin to transition from reactive to strategic, they frequently begin by making succession planning a priority for one of the board committees (typically the governance committee), with little focus from the entire board. Although the entire board reviews the planning process on a regular basis, a committee is in charge of it.ccession plan yearly, taking into account impending departures. Search attempts are not tied to a larger succession strategy.


Strategic

A strategic board makes succession planning a top focus. Although the entire board reviews the planning process on a regular basis, a committee is in charge of it. A skills matrix is revised annually, and board evaluations are viewed as a continual improvement exercise. Director tenure is clearly defined, and the appropriate combination of tenure levels is examined. The committee takes a long-term view of expected departures, keeps a multi-year succession plan, and establishes a talent pipeline for future requirements.


Director Skill and Attributes


Good succession planning starts with understanding what the board requires - what mix of director abilities and traits are required at the board table today and in the future. How will corporate strategy, long-term goals, market upheaval, and rising expectations influence the board's requirements? And how will governance trends like next-generation directors or Diversity, Equity, and Inclusion influence the board's composition?


The next step is to determine how effectively the present members meet the board's defined needs. It helps to visualise the collective board's talents and traits. A competence matrix, also known as a skills matrix, is a valuable tool for mapping out the value that each director offers to the board, including not just their skills and knowledge, but also the characteristics that add to the board's diversity. Once completely completed, the matrix displays the entire picture - where the board is strong and, conversely, where deficiencies must be filled through succession planning.


Remember to be realistic: you're unlikely to discover that one perfect applicant who possesses all of the desired characteristics, skill sets, and experience. Instead, prioritising the most significant characteristics will make it simpler to locate suitable applicants and make a decision among several possibilities.


Furthermore, we must accept that some boards, such as representative boards, do not have the discretion to select their own directors from a diverse pool of director candidates. Member organisations may simply designate directors for the board. In these circumstances, the board may need to seek (or create) chances to influence its composition by being extremely clear with member organisations about the director traits they are looking for.


Also, keep in mind that not every board member must have the same level of expertise and abilities as the entire board. As a matter of thumb, having three directors with the necessary skill or knowledge set offers the board what it requires. In certain circumstances, a single director with a particular skill set is adequate.


Our Directors’ Institute- World Council of Directors can help you accelerate your board journey by training you on your roles and responsibilities to be carried out efficiently, helping you make a significant contribution to the board and raise corporate governance standards within the organization.


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