Dynamics of the board interview: you want candidates who meet the requirements of cultural fit, the right skill set, and meaningful diversity.

• Author: Mcgarvie, Blythe
• Position: THE BOARD INTERVIEW

BOARD MEMBERS are no longer handpicked by CEOs to hand-stamp the CEO's policies. All board members know the importance to effective corporate governance of choosing a new member. The nominating and governance committee has responsibility to manage the process but it is truly an inclusive role once the committee narrows its selection to the top one or two candidates. Shareholders vote on the new member at the subsequent annual meeting.

As someone who serves on several nominating and governance committees, I have developed a rubric to make good decisions during the board interview process. Looking for a good fit with a company's culture creates the foundation of the interview. But two other criteria are critical: certain skills and diversity.

Cultural Fit

By far, cultural fit is the most important quality to consider in selecting people to join your board. The chairman of the board and the CEO want someone he or she considers a colleague. In other words, will existing board members respect the opinion and knowledge of the new member as useful to helping solve the problems and set the strategies of the company?

No one expects the candidate to know everything about the company during the interview process. We expect an understanding of recent analyst presentations and the annual report. We look for what intrigues the candidate about our business to measure both fit and sincerity of interest. Yet, fit also depends on specific need and qualifications. If the company needs someone who handles turnaround and/or high-growth situations, different people will qualify. We look for someone in the interview who projects an understanding and capability of addressing the matters that confront the strategic issues that may be hurled into the boardroom given today's environment of cyber security, activists, risk management, and talent shortages.

While some companies consider a candidate's worldview, others ignore it. We focus on compatibility from an energy and commitment perspective. One time I interviewed a retiring CEO who clearly was tired and just wanted to find a board seat for prestige. The search firm never identified his goals and instead just assumed his credentials would satisfy the committee. They didn't. We continued our search.

Finding a candidate who tits into the culture means she or he must understand the organization's history, employee culture, business goals, financial position, and degree of top executive stability. You will be well...