By Patricia Q. Connolly, Executive Director for the Center for Corporate Governance of Drexel University’s LeBow College of Business
Since I work so closely with boards on the best practices in corporate governance, I am often asked, “How do I get on a corporate board?” Before I offer any tips, I first warn them to make sure they are willing and able to accept such a big professional commitment.
On average, corporate board members are called upon to devote more than 200 hours to their duties each year—that’s a lot of hours on top of anyone’s full-time occupation and personal life. Furthermore, that doesn’t factor in unforeseen circumstances; for instance, Target’s board probably spent countless hours providing oversight for the cyber breach that affected up to 40 million credit and debit cards of its shoppers during the 2013 holiday shopping season.
In addition to the time commitment, there’s also the issue of liability. Corporate directors have a fiduciary duty to the shareholders to ensure that the corporation is managed with reasonable decision-making. Directors cannot just sit back and wait for whatever it is that the chief executive determines should come to the board; they must take a proactive role in assuring that the corporation has a governance structure that ensures risks are properly analyzed and the corporation has a clear, strategic plan for the future. Above all, directors must avoid circumstances that create a conflict of interest, or even the appearance of one, with their responsibility to shareholders.
Willing and Able
If you decide you are, in fact, ready to commit and invest your time to sitting on a board, I first suggest that you become thoroughly familiar with the leading practices in governance and conduct due diligence on the corporation you would like to be considered for. Studying the corporation’s proxy statement is a good place to start. If you make it to the interview process, keep in mind that it is a mutual education process. The best way to determine the culture of an organization and to conduct proper due diligence before deciding to join a board is by meeting its leadership, so I would encourage you to talk with several members of the “C-Suite” in addition to the CEO and those who comprise the nominating and governance committees.
I believe that serving on a board allows an individual to make a solid and lasting contribution to the corporate world and to society as a whole, and that it is a worthy ambition and a privilege to serve. Of course, there are the personal rewards including remuneration, career success and moving in a target-rich environment of key business and thought leaders. But as you sit at the boardroom table, representing the shareholders and ensuring their investment in the corporation is given the highest priority, board service is a meaningful way to develop both personally and professionally.
Patricia Q. Connolly works to develop strategic partnerships with public, private and nonprofit boards of directors to address best practices in board governance in her role at Drexel LeBow. She is a member of the Forum of Executive Women, a member of Women Corporate Directors (WCD) and co-chair of their Philadelphia Chapter. She serves on the board of Shore Medical Center and Chestnut Hill College. She is a certified governance trainer for BoardSource, a national organization dedicated to advancing board leadership and effective governance.