Lines of inquiry on board candidates: verifying the soundness of a nominee's background becomes ever more urgent as the push for independent directors -- these 'new near-strangers' -- picks up momentum.

• Author: Fedorek, Thomas
• Position: Director Recruitment

EVER WONDER WHY corporate directors are so often compared to dogs? The question arose as I leafed through a batch of recent articles on corporate governance. The writers almost invariably referred to strong directors as "watchdogs" for shareholders and to weak ones as "poodles" or "lap dogs" of self-serving CEOs. Why is it that governance critics never compare directors to other members of the animal kingdom, even those that exhibit characteristics of good directors -- the independence of the cat, the wisdom of the owl, the high-altitude perspective of the eagle or falcon? (Certain CEOs, on the other hand, seem to invite comparison to a wide range of fauna, including reptiles and rodents.)

The canine virtues of vigilance and fidelity are undoubtedly behind the prevalence of dog metaphors, as these qualities are much sought after in corporate directors. If only it were as easy to select a suitable director as it is to shop for a dog -- a matter of checking for healthy teeth, a shiny coat, and an agreeable temperament.

Corporations are now under pressure to reconstitute their boards with a majority of independent directors. At some companies, this means saying good-bye to old friends and hello to new near-strangers. The arrival of so many unknown quantities in boardrooms brings with it a new set of risks. Who are these people, really? What should boards do to assess the qualifications of nominees? What are the most effective ways to conduct due diligence? How do you avoid swapping a crony for a phony?

Here are six recommended lines of inquiry, based on thousands of background investigations of corporate officers and directors.

1. Verify the nominee's background

   Since nominees for boards tend to be successful business leaders, well-known or even celebrated for their accomplishments, there are those who think it unnecessary to take the time and effort to go through the mundane process of verifying nominees' employment histories and educational and professional credentials. The assumption seems to be that, somewhere along the line, someone else has already done this, and that if there were any lies on the resume, they would have been detected by now.

   Recent history demonstrates the falseness of this assumption. In the past year, the CEO of Bausch & Lomb, the chairman of Monster.com, and the CFO of Veritas Software were all exposed as lacking the MBA degrees they claimed to have. A few years ago, the president of IBM Lotus Development stepped down...