The 5 essential criteria a chair wants in a new non-executive director

Having taken board appointment briefs from hundreds of Chairs (the ultimate board appointment decision-makers) as a past board headhunter, I have found that, regardless of the scope or scale of an organisation and regardless of the industry or sector it operates within, there are just five essential criteria that they all want to find in a new Non-Executive Director (NED). These criteria answer the first question you will be asked by any appointing body: ‘Why should we appoint you to this board?’ 

It is difficult to know what each board values. Right?

It is easy to get confused. Thousands and thousands of boards exist across a wide range of industries in Australia, and each operates within its own context and sector, which have various peculiarities. All of this leaves many potential board candidates confused about what their board pitch should be, let alone how to articulate it in a compelling fashion that demonstrates their appointability.

After stripping away the contextual issues, in my experience, when you boil it all down, there are just five core elements or essential criteria that every board looks for in successful candidates. 

The five essential criteria

Previously, I wrote about how people who want a board appointment spend too much time articulating why they want a board appointment or think they should be appointed to a board and not enough time articulating the elements that will get them appointed to a board. So, today, I want to define those criteria for you. There are five of them:

1. Prior Governance Experience

‘The best way to demonstrate future success is with past success’. It is an old saying and one that still rings true. But when you think about it, it is a little misleading. It doesn’t account for the wide range of personal or professional factors that can shape anyone’s success or failure. Think about it. What was the economy like, what was your team like, what were you like, and what resources did you have on hand? The list of factors that could contribute to your past success is innumerable, and you are just one of those. So, I think, saying that future success is based on past success is misleading.  

Still, despite the failures in this thinking, many Chairs still emphasise the value of, and take comfort from, past governance experience in new recruits. Why is this the case? Well, bluntly, Chairs are risk-averse and believe that having someone who has done the job before mitigates their risk. Further, few Chairs want to go through the process of training a new NED and would instead prefer to appoint one who will hit the ground running. Finally, they believe that appointing individuals who have held NED roles before will be more acceptable to their internal and external peers and stakeholders.  

So what is the point here? The reality is that if you have board-level experience, you should lead with it. But you should also know that it is not always necessarily, and often isn’t, the most crucial factor in the board appointment decision-making process. For example, just today, I spoke with a woman who wanted to develop a board portfolio. She told me about her executive and consulting roles and her desire for a paid appointment. When she finished, I asked her if she had any board-level experience. She said, ‘Oh, yes,’ and proceeded to tell me she had over a decade of board experience, including as a Chair. Needless to say, she should have led with that much more powerful messaging.

2. An Executive Skill Set

Whether you are a lawyer, accountant, change manager, HR professional, or IT guru, it doesn’t matter because, ultimately, in a competitive process of appointing a new NED, you will always be competing against candidates with the same or similar experience as you. What really counts is your ability to articulate why your experience is more valuable than theirs.

At board level, what do you do? What is your value at board level? And why is what you do more valuable than one of your competitors with similar skills? These are questions you must be able to answer clearly and compellingly. Being unclear about this is a killer. 

I recently interviewed a potential board member who, whilst well qualified with relevant experience, could not articulate what his role on the board would be. I knew he could definitely have done the job (I had spoken to him before), but he was not appointed because he could not articulate his value at board level. He hadn’t thought about it and certainly hadn’t thought about why he was more valuable than one of his many competitors.

What is your value at board level? People often think finance, audit & risk, and legal skills are the most valuable and most often requested at board level. However, whilst still high (good news for the lawyers and accountants reading this article), the desirability of these skills is actually decreasing, and far broader skills are in demand. 

You can think about your value in two ways: Firstly, by considering the ROI for an organisation, if they were to appoint you to their board – what would you deliver them? Secondly, consider what they would lose by not appointing someone with your skillset to the board – what risks are they potentially exposed to, and what is the cost of those risks that you and your skillset can mitigate?

3. Industry Experience and Connections

For some organisations, many in fact, this is often the most important thing you can offer. Therefore, it is important for you to be able to evidence how your industry experience and connections will benefit the organisation for which you wish to sit on the board. 

So, think not only about whom you know, but which industries you know and who knows you. Now, think about the value of your reputation. What doors can you open? In particular, what doors can you open more effectively? What doors open because you approach them? What value do those open doors create? Can you teach others to open doors like the ones you can?

The introductions you provide, the brand that you bring, or the knowledge you offer can all be leveraged to expedite business growth and lead to new opportunities. These relationships can also deal with difficult situations or provide access to knowledge not otherwise available to the organisation’s executive team.

4. Demonstrable Passion

I believe passion is the key to being able to serve on a board effectively, but so is your appointability. Board members are passionate about at least one of three things: What the organisation does, what the organisation is, and how they can contribute. 

You should be able to emulate and articulate these passions, too. I am not talking about school boy/girl sort of enthusiasm. Instead, what I am describing is demonstrable passion.

The good news here is that, in many cases, this demonstrable passion can be manufactured by engaging in a tangible way with the organisation, the industry it works within, and its stakeholders. This level of interest speaks volumes about you and goes a long way to provide the Chair comfort that you are sincere about the organisation and your potential contribution to the board. In turn, you are considered less of a risk and more appointable. Demonstrating your passion for the organisation is essential, and being unable to do so can often be the difference between being appointed or not.

5. Cultural Fit

For me, this is the big one. While ‘cultural fit’ is, in many ways, a catch-all term for the elements above, it is more than the sum of its parts. I believe it is actually the first element that Chairs look for in a successful board candidate. 

Let’s face it, if you are not a good cultural fit, you are not appointable! Why? Because if a Chair…

• doesn’t like you,
• doesn’t feel their board, stakeholders, or shareholders will like you,
• believes you won’t work effectively with the executive team,
• believes you won’t attend extra-professional activities with other board members,
• believes you are going to be too quiet or loud or in any way going to cause them a headache,
• thinks you might cause them headaches in the future,
• thinks you might risk their reputation, the reputation of the board or that of the organisation…. 

… they simply won’t appoint you. 

So your job is to demonstrate cultural fit in order to de-risk your potential appointment. Cultural fit is one reason people are appointed through personal connections. In essence, being a good cultural fit means that you can demonstrate that you will work effectively with the board and, as such, do not present a risk to those appointing you. It is a powerful attribute, and one many candidates overlook in their preparation for interviews or informal conversations with Chairs. 

The good news here is that, like Passion, you can manufacture your cultural fit. It can’t be done in a day or two, but it can be done relatively quickly. To respond to this element, you need to be able to, amongst other things, demonstrate your knowledge of and engagement with the industry, your knowledge of the organisation, and perhaps even reference people you know in common. This is something we do with our NED Program members and teach our Executive Members to do.

In Summary

If you seek a board appointment, you must ensure your board pitch/profile/value proposition addresses these five criteria verbally and in writing in formal and informal contexts. In doing so, you will be able to answer the first question that Chairmen, Recruiters, or Nominations Committees will ask you: ‘Why should we appoint you to this board?’ 

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