Interested in being a director? Do your homework; An attorney offers a list of considerations that executives should consider before joining any corporate board. A central question: would the board fire the CEO?

• Author: Wolff, Paul Martin
• Position: Boards of directors

Company executives and managers already lead busy lives, with myriad demands on their time and energy. So when they are approached with the prospect of becoming a member of a corporate board, logical questions arise about the wisdom of such an undertaking. Add to the mix the recent tightening of corporate governance rules enacted in the wake of scandals such as those at Enron Corp. and WorldCom Inc.--which has exposed officers and directors to greater scrutiny and increased potential liability for their conduct as corporate officers--and the prospect of joining a board becomes downright daunting, if not outright risky.

Given this new landscape, it may be surprising to learn that an attorney would still recommend serving on a corporate board. Why? Not because of the honor or social prestige popularly associated with corporate board positions, but because it is a good job. It's often well-paid, interesting and rewarding. Yet, like any other job under consideration, it is advisable to meticulously research the position and weigh all the pros and cons. People should make the decision to go on a board very carefully and very systematically.

If caution breeds comfort, there is a range of questions to ask yourself and the nominating committee when considering a board position. The areas to look into involve the structure and policies of the board and your ability to have an impact on company operations, as well as more personal aspects related to compensation, personality and liability.

Here is a recommended course:

First, look at the corporate culture. It makes no difference what the compliance documents say. If there's not a corporate culture of shared values, honesty and decency, it's not going to work. In a recent New York Times crossword puzzle, the clue was a corporation with a 65-page book on ethics and compliance. The answer? Enron.

The culture has to be ingrained in the company, not simply stored in a three-ring binder. Look to see if excellence is built into the culture of the corporation, rather than found in "the quality-control experts" such as the lawyers, the auditors and accountants.

Look at the CEO. Is this individual a man or woman of integrity, energy, intelligence? (Notice that integrity is put first.) Does this person have a passion for their business, or do you think that he or she will go to the next company that waives a higher paycheck in front of them? Are they--like too many athletes--more interested in free agency than...