Board of Directors: Definition, Examples, Responsibilities and More
Curious about joining a board of directors at your organization? Here's what you should know about the board of directors, who should be part of it, how to join it and what you should consider before you join.
What is a board of directors?
Simply put, a board of directors (B of D) is a group of individuals who are elected to represent the shareholders of an organization.
So what is the purpose of a board of directors, and what are the duties of a board of directors? According to Investopedia: "A board’s mandate is to establish policies for corporate management and oversight, making decisions on major company issues. Every public company must have a board of directors. Some private and nonprofit organizations also have a board of directors."
In general, the board makes decisions as a "fiduciary" on behalf of the organization's shareholders. The decisions they might have to make include the hiring and/or firing of senior executives, options policies, executive compensation, dividend policies and more. The board is also responsible for helping the organization to come up with goals and ensure that it has the resources at its disposal to reach those goals.
In short, a board of directors is put in place to ensure the company's prosperity, and it does this by collectively directing all company affairs while meeting the appropriate interests of the company's stakeholders and shareholders. This, of course, is no easy task, which is why a board of directors is made up of many influential and impactful leaders of the organization with a unique set of decision-making, negotiating and problem-solving skills.
Who should be part of the board of directors?
As mentioned, the board of directors at any organization should be made up of leaders — a mix of both internal and external organization members who represent both management and shareholder interests.
The general structure of the board is determined by the organization's bylaws, which can set the number of board members, the manner in which those board members are elected, how often the board meets and more. That said, there are two types of directors on a board of directors:
- Insider Directors
- Outsider Directors
"An inside director is a member who has the interest of major shareholders, officers and employees in mind, and whose experience within the company adds value," according to Investopedia. "An insider director is not typically compensated for board activity as they are often already a C-level executive, major shareholder or other stakeholder, such as a union representative."
Meanwhile, outside directors (also known as independent directors), are not involved in the day-to-day operations of the organization. As such, they are compensated for their participation, which involves bringing objective views to goal setting and company dispute settlements.
How do you join a board of directors?
If you want to join the board of directors at your organization, it's a move that can help propel your career forward. You will boost your professional profile, network with internal and external leaders of the organization and help to increase your company's visibility.
So how do you do it?
1. Do Your Research
First, do your research before approaching the organization about joining the board of directors. You'll want to make sure you truly understand the board's purpose, history, rules, meeting schedule and activities. Find out who the other board members are and do your homework on their backgrounds, as well.
2. Network with the Board
Before blindly emailing or sending a letter to the board to ask to join, meet with members of it who you might already know. Learn what you can about the board this way so you can take your research on members and any politics of the board a step further.
3. Make Your Request to Join the Board
Email or send a letter to the board of directors to ask about serving on it when an opening becomes available if there's not an opening already. Keep in mind that there might be a nominating, interviewing or training process to join the board — and all of this can take some time. You might also just be asked to wait and work your way onto the board later on, when you have more experience. If this is the case, consider starting with volunteer work on a committee and attending board meeting and other organizational events to gain experience that way.
"Many directors identified their passions — that is, what energized them — early in their careers and what they were really, really good at doing," explains Forbes contributor Jill Griffin. "Then they persisted in fearlessly doing their work in visible places over many years, even decades. In time, they became branded by their skills and were recognized for their achievements. In turn, boards were attracted to their achievements and invited them in. The same can happen for you! Start today to ready yourself for a board seat by developing your talents and experiences."
What to Consider Before Joining a Board of Directors
There are some things you should definitely keep in mind before joining a board of directors. You'll want to consider the following, for example:
- Is the board committed to diversity?
- Does the board have an equal balance between internal and external directors?
- Do the directors on the board share common values — and what are they?
- What is the board’s vision for the future?
- How does the board work together toward that vision?
- What is the company’s overall financial position?
- Who are the investors?
- Where’s the revenue coming from?
- What does the board expect of you?
- What is the relationship between management and the board?
- Are there any politics on the board of directors of which you should be aware?
- How often does the board meet?
- What are the board's major goals and priorities?
For more on what to consider before joining a board of directors, check out (and chat with!) our community here.
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AnnaMarie Houlis is a feminist, a freelance journalist and an adventure aficionado with an affinity for impulsive solo travel. She spends her days writing about women’s empowerment from around the world. You can follow her work on her blog, HerReport.org, and follow her journeys on Instagram @her_report, Twitter @herreportand Facebook.
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