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?
  • 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?
Q2. What is the company’s current financial position?
  • 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?
Q3. What legal and regulatory environments does the company operate in?
  • 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?
Q4. What is the quality of the information which I will be provided with?
  • 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.
  • What protocols are in place for directors having access to management outside of board meetings?
Q5. Can you please tell me about the board?
  • 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?
Q6. Why does the board need a new director and what are they looking for?
  • 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?
Q7. Who are the shareholders and stakeholders?
  • 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?
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 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?