For many, being a member of the Board means a lot in terms of notoriety, exposure, “importance” and influence.
For some individuals, it’s just a nice thing to have in their CV and be seen round the boardroom table – they are just “passengers” and they should be excluded as soon as possible since they bring nothing to the “table”.
When one is a Board Director (including Non-Executive Directors), one needs to think long and hard whether he/she is comfortable being there, knows what obligations and responsibilities one has and, most of all, if one is able to express a valid argument during the Board discussions.
There are plenty of resources for Board Directors to learn from and familiarise themselves with, but I found the most concise ones to be those from the The Institute of Directors, Investopedia and McKinsey.
According to the legislation and type of activities undertaken by the organisation whose Board member one is, the briefing pack one receives at the beginning of their mandate will include all applicable laws, rules and regulations one needs to know and abide by during the course of their serving on that Board.
But I am not going to bore you with too many technicalities – I would like to discuss some practicalities, especially for those Board members who have a background in Public Relations (PR), Communication or Marketing. For them, being a Board director can be a tough gig.
To begin with, let’s make a very clear demarcation here: the fact that a PR/Marketing Director attends a board meeting, does not mean that he/she is a Board director.
Members of the Executive Management team (CEO, Finance Director etc.) all attend Board meetings (as applicable) and get engaged by the Board directors. Sharing a room with the Board does not mean you are a Board member.
If you are lucky enough to be appointed/elected to the Board (i.e. become a formal Board member/director), you will be expected to put any and all agendas you may have to one side, any sort of line management priorities you may have to the other side, and concentrate on one thing only: the organisation which now you have a legal duty to protect.
And this “protection” has very little to do with conventional PR/Marketing activities – it has to do with your:
- ability to understand and interpret a variety of Financial Reports you’ll be given before each Board meeting;
- obligation to read each and every page of the “Board papers”, including any appendices, and make sure you understand what you’re reading;
- duty to scrutinise and question every decision you’re asked to vote on until you are absolutely 100% satisfied with it;
- understanding that you are not, under any circumstance, to be influenced by any Board member’s views on any matter whatsoever;
- prioritisation of the organisation’s good governance, transparency, ethical practices and growth over and above anything else.
The Boardroom is not a pub where you meet your friends, kiss and hug everyone, socialise and have a good banter.
The Boardroom, if the organisation is really robust, is a place where “respectful” tension and arguments occur regularly, where everyone is expected to see the bigger picture and do what is best for that organisation (not for profit, business, trust, charity etc.).
You will seldom make friends in the Board – if you know well what is expected of you from a legal, governance and organisational perspective, you will gain something much more powerful in my view: respect and trust that you know what you are doing and have the best interests of the organisation at heart.
Do not be afraid to ask the Executive team (CEO, Technical/Financial Director etc.) questions, nor be afraid to challenge their answers – they all report to the Board, i.e. to you.
They are there to execute the plans and strategies that the Board requires, and they have to report back to the Board if something is not right, if something needs tweaked or if something should be dropped altogether.
There is little PR/Marketing/Comms about, as we often call it, “a seat at the table”. At the most, you will be expected to express your recommendations on matters related to corporate reputation in case a certain decision needs to be reached.
You would also be expected to scrutinise, line by line, the organisation’s Risk Register and identify missing risks, their likelihood to happen and the level of that risk (high, medium, low).
You should also inquire as to why some risks have not been mitigated, excluded or further explored.
Being a Board director has nothing to do with tactical actions, day by day activities or, in our sector’s case, any of the activities we would engage in daily; it has to do with long term strategic plans, corporate governance and scrutiny, duty of care and legal responsibilities.
Anyone working in PR, Marketing and/or Communication can get “a seat at the table”. But, if you get it, do you know what do with it?