Insight

Going deeper: understanding the company and the board

New directors can deepen their knowledge of the company by having one‑on‑one discussions with a number of key business leaders.

Regardless of whether it is part of a formal orientation process, a new director will want to have one‑on‑one discussions with a number of key business leaders to gain a better understanding of the company—the culture, strategy, key risks, strengths, areas of opportunity and concern, etc.—and to get to know the leaders outside of the formality of the boardroom.

Initially, it may be helpful to get the “lay of the land” by meeting separately with the nonexecutive chair/lead director, if there is one. What are the hot‑button issues facing the company? What issues have management and the board been spending the most time on? What governance processes work well or not so well? What is the culture of the company and of the board?

The General Counsel can provide information about the board from a legal and process point of view, including the committee structure, the role of each committee, and how the committees coordinate and communicate about oversight activities. The General Counsel can also provide advice on director responsibilities and independence requirements and updates on significant litigation, investigations, or other compliance-related matters.

Following the initial orientation session, a new board member may find it valuable to meet one‑on‑one with other leaders in the business, such as the CEO; CFO; CRO (or chief risk officer equivalent); CIO; CISO; and leaders of sales, operations, marketing, and HR to get their views on key company‑wide issues, including:

  • The company’s strategic direction and key risks to the strategy
  • Effectiveness of risk management processes and the overall control environment
  • Tone and culture of the organization, including ethics/legal/regulatory compliance as well as whether the organization is future-focused, innovative, and open to reinvention as necessary
  • Strengths and weaknesses of the management team and the board
  • The company’s acquisition strategy, including any potential acquisitions under consideration.

Business leaders can also provide important insights on issues specific to their areas of focus and responsibility. See section Discussion topics for other topics to explore.

Board members can also get a good view of the company by going beyond the C‑suite: Visit the factories, stores, etc., as applicable to your company.

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