Onboarding a public board director is a highly customized experience that varies according to the size of the board and the nature of the industry. Formal onboarding and orientation should serve as a platform for informing the new director about the protocols, tools, resources and knowledge that they will need to be a successful member of the board.
A first-time public director will undoubtedly be excited and ready to take on the important duties and responsibilities that come with serving on a public board of directors. Most of the responsibility for onboarding new board directors falls to the corporate secretary. Onboarding and orientation are prime times to build on the natural excitement and enthusiasm that a first-time director brings to the boardroom.
Corporate secretaries are often joined by the board chair, CEO, executive director and other executives in welcoming a first-time director to the board.
Corporate secretaries may decide to conduct a formal orientation with several new directors. It’s also appropriate to conduct the onboarding and orientation on a one-on-one basis. The most important thing is to ask the first-time board director to share in the philosophy that onboarding is a long-term process. The entire board should be a work in progress as it pertains to developing skills to lead the board.
Early on, it’s wise for corporate secretaries to learn as much as they can about their new director. By first identifying the first-time director’s strengths and weaknesses, the corporate secretary can lead a discussion about the types of skills the director needs to continue developing throughout the director’s term. There’s no good reason to delay this conversation until later on because educational and development learning opportunities may become available at any time. The corporate secretary and the rest of the board should encourage new board directors to evaluate themselves. New directors will know best the areas that they need to develop to fulfill their responsibilities on the board.
One more note on the subject: board director development should coincide with the organization’s goals.
Sending Out the Official Welcome Letter
An introductory letter from the corporate secretary serves as the official welcome letter. Many organizations also like to include a second welcome letter either from the board chair, CEO or executive director thanking them for accepting a position on the board and offering them a short executive summary.
The initial welcome packet should include information about how and when they will receive their board handbook and other important materials. The welcome packet should include details about the time, date and location of the first board meeting that the board expects them to attend. The letter should also highlight some of the qualities and expertise that the first-time director will bring to the board. Bringing their skills and abilities to light reminds them of why they were selected and what the rest of the board hopes that they can offer.
Finally, the welcome packet should outline whether the new director will receive any initial stock in the company as part of their compensation for board service. It should also outline all other types of compensation.
Conducting Orientation for First-Time Public Board Members
Some organizations prefer to conduct a formal orientation of one or more people over the course of a few hours or an all-day session. Others like to spread it out over the course of two days and include a tour of operations and facilities. The format often depends on the type of industry, the company’s culture and the preference of the rest of the board.
First-time directors need to become familiar with many different types of documents. In the beginning, it’s sometimes helpful to use paper documents to review them. Many boards of directors are now using board portals, so it’s entirely possible to conduct an orientation remotely using laptops or other electronic devices. Corporate secretaries could also use this method to onboard and orient multiple board directors in different geographical locations at the same time.
During onboarding, the corporate secretary will need to spend time going over many important documents like the company’s mission statement, annual report, proxy statement and SEC report. Encourage the first-time director to read the articles of incorporation, bylaws and board committee charters. When going over the committee charters, it’s a good opportunity to begin a discussion about which committee the new director should serve on.
It’s also helpful for new board directors to have copies of the last two board meeting agendas and the last two board and committee meeting minutes.
First-time board directors will want to get acquainted with the executives and other board directors as quickly as possible. The corporate secretary can take the lead in setting up some one-on-one meetings with other board members, or the new director can take the initiative and schedule some informal time over coffee or a meal. The corporate secretary may have another board member in mind who could serve as a mentor for the first-time board member. Alternatively, the first-time director might be encouraged to select a board member that he or she feels a connection with and ask that person to be a mentor for the first 12 months of service.
It’s also important for first-time board directors to become acquainted with the chairs of the audit, finance, compensation, governance and nominating committees, and get to know more about the work that they are doing. Sooner or later, first-time directors should also meet with the General Counsel, Chief Accounting Officer, Chief Financial Officer and other notable executives.
New board directors will also need to schedule some time with the Human Resources department, where they can learn more about the corporate benefit structure, employee investment and retirement planning, executive compensation structure and corporate culture.
Most boards of directors agree that board development should be an ongoing process. As part of the orientation process, the new member and the corporate secretary should identify some areas where the board could set up some trainings in various different areas.
Board portals are becoming the norm for board work. Organizations that use board portals will need to train new directors on the portal. First-time board directors will want to know how to use the many valuable features that the portal offers without becoming overwhelmed. The corporate secretary should inform the new director about the best way to get up to speed on the board portal, whether that is through a one-on-one training session with a software portal trainer, a webinar or internal training sessions.
Onboarding a first-time director is a time-consuming process in the beginning. It will continue to be a learning process for the first year. Doing due diligence in properly conducting a fully faceted orientation ensures that first-time board directors will arrive at the first meeting fully prepared to participate.