(Unsolicited) Advice for New Board Members

Over the past several years there has been a collective, concerted effort in Greater Philadelphia and elsewhere to broaden the composition of for-profit and nonprofit corporate boards. This has resulted in more diverse boards with more heterogeneous representation in terms of age, gender, race, sexual orientation, national origin, geography (thanks in part to the option of remote meetings), lived experience, and many other factors.

While there is much more work to be done and progress to be achieved, we are starting to see the long-term benefits of more diversity on boards. Prioritizing diversity in board membership naturally leads to the creation of more opportunities for a wider and deeper pool of potential board candidates. And crucially, at the same time, diverse boards enable corporations and other entities to tap into a wider and deeper diversity of ideas, observations, and frames of reference, which in turn enable these organizations to be smarter about everything from strategic planning to product development, to marketing and communications, to customer demand, to recruitment and employee satisfaction—and ultimately more likely to realize greater success and profit.

Most organizations provide some type of board orientation and training from time to time for new and continuing board members. In addition, there are a number of high-quality programs in our region that are designed to identify and position diverse candidates for board roles, including but not limited to the Arts + Business Council’s Business on Board initiative and the DiverseForce On Boards program. And there are plenty of online resources available as well. Nonetheless, I’d like to offer a few random, practical “lessons learned” of my own that are grounded in nearly 40 years of experience in both the for-profit and nonprofit sectors, having served as a board chair, a board member, and a company officer with primary responsibility for organizing board meetings and handling other corporate governance matters.

I don’t claim to be an expert or have all the answers—these are just personal observations for your consideration. In addition, as a predicate for this discussion, I’m assuming that (a) you have already received, or will receive, at the outset of your service a “board book” or other orientation that is sufficient to give you a high-level introduction to the organization’s purpose, operations, and impact; (b) you’re already aware of your basic fiduciary duties as a board member, in particular the duty of care and the duty of loyalty; and (c) the organization is in compliance with all material laws and regulations and carries appropriate liability insurance for directors and officers.

Be Present

This may go without saying but I’ll say it anyway:  you are a brand-new board member and you want to make a good first impression. It’s important to be fully present at board meetings. There are two pieces of oft repeated but still valuable advice I’ve received over the years that relate to this point: first, “90 percent of life is showing up;” and second, “to be early is to be on time, to be on time is to be late, and to be late is to be forgotten.” To that end, do whatever you can to attend all of the board meetings; come to the meetings on time and prepared, having read and given thought to the materials prepared in advance for the meeting; be available for the entire scheduled duration of the meeting, and; give the meeting your full undivided attention, minimizing screen time and other outside distractions as much as possible. You may notice that not all your fellow board members model these practices, but no matter—for your own benefit, as well as for the benefit of the organization and its staff, you want to set the right example.

Be Active

As a new board member, you want to be a sponge as much as possible, listening closely and taking it all in. But that doesn’t excuse you from the obligation to be active and engaged at board meetings, in fulfillment of your duties as a director or trustee. The organization is looking to you to contribute substantively to the discussions, hopefully sooner rather than later. Don’t hesitate to speak up, even if it’s just to ask a question or get a clarification—and keep in mind that not only is there no such thing as a silly question, but that your question is not “silly” at all, it’s probably one that someone else on the board wants to ask too. And don’t fall into the trap of thinking that everyone around you knows more than you do—right from the start, they’re as eager to learn from you as you are from them.

Be Curious

Typically, from the outset or after an initial get-to-know-you phase, you’ll be asked to join a board committee or working group that hopefully aligns with your areas of interest and/or expertise. All well and good—but don’t confine your knowledge of what’s happening to what’s in front of your committee. As a board member, you’re entitled to know everything you need to know to be able to perform your duties effectively. That includes having a sufficient understanding of subject matter areas which may be unfamiliar to you, or which may be delegated to other board committees, such as finance, audit and risk, executive compensation, etc. Everyone on the board needs to know enough about these matters on an ongoing basis, so that they can fully appreciate how such matters reflect or relate to the organization’s current operations and future prospects.

Be Generous

Outside of board meetings, it’s always a good practice to be as generous as you can be with your time, energy, and other resources. Ask for one-on-one time with your board chair or CEO and ask how you can contribute in other ways beyond the board meetings. Make yourself available for consultations with company officers and other employees. Attend seminars, staff parties, and other events sponsored by the organization. Be a “brand ambassador” for the organization in your own business and social circles. And finally, if you’re on a nonprofit board—and if asked (or expected) to do so—consider making any financial contribution of any amount that works for you; just making the contribution itself, no matter what size, is a meaningful indicator of the depth of your commitment to the organization. (Similarly, if you’re on a for-profit board, and it’s feasible to do so, consider investing in the company if and when legally permitted to so do, in order to better align your interests with the interests of the company and its shareholders.)

Be Respectful

As a board member, you have an important role to play, but your role is one of governance, not management, and that distinction is critical. Your job is not to run the organization; your job is to monitor the performance of the CEO and the executive team, to offer them your guidance and support, and to hold them accountable. The staff is not looking to you to tell them what to do; rather, they want your honest feedback, whether it be praise, criticism, or something in between. But more than anything else, they want—and will deeply appreciate—your attention and engagement, and they will take pride in knowing that you care about who they are and what they’re trying to accomplish. In the end (of course) it’s not about you—it’s about the organization, the constituency it serves, and the people who spend their working lives seeking to fulfill its mission and further its impact.

 

Saul Behar, Senior Advisor

Saul Behar is a senior executive and strategic advisor with deep cross-functional expertise in legal, real estate, fundraising, external relations, and corporate governance matters, and with a passion for tech-based economic development and inclusive growth. Most recently, Saul served as General Counsel and Senior Vice President, Strategic Initiatives at the University City Science Center in Philadelphia.

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