10 Questions to ask before joining a Board*
*WOB acknowledges these questions were produced by CPA Australia and Cameron Ralph Pty Ltd.
Q1. Can you please tell me about the business?
Q2. What is the company’s current financial position?
- What does the business do?
- How does it make money?
- What is its sustainable competitive advantage?
- What is the biggest challenge facing the company?
- What is its biggest threat?
- What is the biggest opportunity?
- Could you please describe the culture?
Q3. What legal and regulatory environments does the company operate in?
- What is the current and forecast cash flow, borrowings and interest cover?
- Can I speak with the Chair of the Audit Committee?
- Who is the Auditor, are there any current disputes with them?
- What accounting standards and policies have been used by the business?
Q4. What is the quality of the information which I will be provided with?
- Are there any legal actions or major disputes pending against the company, including action by any regulator?
- How does the board oversee risk management?
- What is the legal form of the business?
- the last 12 months’ board minutes and any committee minutes;
- the last set of board papers;
- the last two years’ annual reports;
- the board charter and any committee charters; and
- the company’s code of ethics and /or conduct.
Q5. Can you please tell me about the board?
- What protocols are in place for directors having access to management outside of board meetings?
Q6. Why does the board need a new director and what are they looking for?
- Who is the Chair?
- Who are the other directors?
- How long have they been on the board?
- Who is the CEO? Can I meet them?
- What are the relationships between the directors, and between the directors and the CEO, like?
Q7. Who are the shareholders and stakeholders?
- What contribution am I expected to make?
- Is there a draft letter of appointment I could review?
- Why are you seeking a new director now?
- Is someone leaving? Can I speak with them?
- What are you looking for in a new director?
- Why did you approach me?
- Who else will be joining at the same time?
- Is there a succession plan for the board, and in particular the Chair?
Q8. Why am I interested in taking this directorship?
Q9. What can I contribute?
Q10. Do I have the capacity to do the job?
- What is the ownership/corporate structure of the company?
- What is the current attitude of shareholders and stakeholders to the company, board and management?
- What is the attitude of the board to stakeholders?
- Has the company been receiving positive or negative media coverage lately?
- What happens at AGMs and how are they run?
- What is the time commitment?
- When, where and how long are the meetings?
- What style of meeting does the Chair favour?
- What does it pay?
- Will I be expected to buy/sell shares?
- Can I see a copy of the Directors and Officers insurance policy?
- Do I have any conflicts of interest?