Specialist

Do your research before accepting a non-executive directorshipBefore accepting any job offer it is important to find out as much as you can about the company and your role within it. For prospective non-executive directors, this is particularly important.

If you have been offered a non-executive position on a board, it is vital to do your research about the company and its performance, the composition of the board and how it operates and what will be expected of you in your role as a non-executive director.

Below are some areas to consider and questions you should ask before accepting a non-executive directorship:

Ethos and organisational values

It is important to ensure that you are a good fit for the business and the board. Find out about the company's organisational values and ethos and make sure that you are happy to have your name and reputation associated with it.

Financial position

Ask for financial reports, strategic plans and budgets and a copy of the company's board manual. Review the company's latest annual audited accounts and ask for information on the company's risk policy and corporate governance practices. Ask for a copy of the company's Director's & Officer's (D&O) insurance policy and have it reviewed independently.

Job description and suitability

Will you be provided with a formal letter of appointment and job description outlining your specific role and related responsibilities? Are you confident that your appointment is a good fit for the board and for you - do you bring the right skill set and experience to contribute in an effective way? Does the board use a skills matrix when appointing directors?

Training and induction

Find out if there is an induction process and ask the chairperson to outline this for you. It is also important for formal training to be provided in the role and responsibilities of directors and in relation to the operations of the company.

Board dynamics

Find out how often the board meets and for how long - ask to see recent sets of minutes and board papers. How long is the term of office and what is the policy in relation to remuneration and reappointment of directors? Does the board have a policy to handle conflicts of interest should they arise?

Find out as much as you can about the dynamics of the board. For example, what is the style of the chairperson, does the board have a diverse mix of backgrounds and skills and do individual directors and the board undergo annual external performance evaluations?

By accepting a non-executive directorship you are accepting the vast responsibilities attached to the role and it is therefore vital that you have as much information as possible to properly inform your decision.

To find out more about non-executive directorships or to source a non-executive director for your board, contact Thora Mackey, Head of the Boardroom Centre at the Institute of Directors in Ireland.