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Are You Sure You Want to Join a Board?

Are You Sure You Want to Join a Board?

So, you’ve been asked to join a board? You’ll surely do your own due diligence, but beware of a potentially dangerous threat: your own brain

I often ask senior executives and experienced directors if they want to join the board of a hypothetical company. I disguise its name but the company is Parmalat, a multinational Italian dairy company that collapsed in 2003 with a EUR14 billion hole in its finances. With all the information in front of them, typically about a third accept. It is not lack of data, of expertise or of ethics. It is deeper than that. Our brain wants to believe. So, before you accept the offer of a position on a board, consider the following pitfalls.

  1. F is for fool. Imagine you are a Westerner living in Hong Kong and someone asks you to join the board of a Chinese company. There is only one catch, meetings will be held exclusively in Mandarin and you don’t speak the language. Absurd? Maybe not from the point of view of the Chairman. Ask why you received an offer. If the answer sounds hollow, it is probably time to walk away.
  1. O is for over-confidence. One of the reasons for being asked to join a board is your past success. But people grow over-confident and quickly suffer from an illusion of control. In one experiment, traders were asked to gauge how much control they had over a white spot moving on a computer screen when they move a mouse. The most common answer was 50% with many traders saying 100%. The real answer was 0%. Interestingly, individuals who suffered less from this illusion in the experiment did better in real life. One useful technique to mitigate this bias is to prepare a “pre-mortem”. Before you accept the offer, write a letter explaining why the company failed two years after you join.
  1. I is for Icarus. As we all know, trees don’t grow to the sky. Often selection committees tout the recent company performance as a reason to join their board. For example, several high quality individuals were asked to become directors of OW Bunker, a large Danish company right before its IPO. And why not? Despite a very competitive environment, the company had done well over the recent years. Sadly, just a few months after a successful listing, it entered into liquidation in just three days. Risk management had been over-stretched to maintain growth. Not only ask “why me?”, but also “why now?”.
  1. B is for blindness. We have tunnel vision when it comes to risk. We focus on the risks that are salient in our lives. Thousands of Americans died in car accidents in the months following the September 11 tragedy. People stopped using planes, a relatively safe mode of transportation, to use cars, a relatively risky one. Similarly, joining a non -profit board may sound like a low risk proposition. Unfortunately, this may not be the case. For example, fraud risk is typically exacerbated by weaker internal controls and this has not escaped criminals laundering money. Before accepting a director position, ask a person with a different skill set to play devil’s advocate.
  1. L is for Life. Yes, we have one and no, it does not stop when we join a board. We over-commit. When Tidjane Thiam (INSEAD MBA ‘88J) accepted the offer to join the board of Société Générale, smack in the middle of steering his own company through a major take-over, furious shareholders at Prudential forced him to give it up. Before accepting the offer, ask your partners if this is feasible. And don’t forget you also have one at home. An additional commitment can be the proverbial straw for a relationship stressed by external commitments.

Joining a board is often an exhilarating experience and no, not every selection committee is out to get you. But, do your due diligence and it starts with you. Don’t let a foible be your demise!

Gilles Hilary is an INSEAD Professor of Accounting and Control and The Mubadala Chaired Professor in Corporate Governance and Strategy. He is also a contributing faculty member to the INSEAD Corporate Governance Initiative.

This article was first published on Board Agenda.

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INSEAD Corporate Governance Centre

In a rapidly changing business environment disrupted by increased regulatory reforms, digitalisation, societal demands, capital markets and geopolitical shifts, much of the pressure and scrutiny is putting boards under the spotlight. The INSEAD Corporate Governance Centre (ICGC) has been actively engaged in making a distinctive contribution to the knowledge and practice of corporate governance. Our vision is to be the leading centre for research, innovation and impact in the area of corporate governance globally. Through our educational portfolio and advocacy in fostering sustainable high-performance governance practices, the ICGC hopes to build greater trust within the public and stakeholder communities, so that businesses today are a strong force for improvement, not only of economic markets but also for the global societal environment.

The ICGC combines INSEAD’s institutional visibility and exceptional faculty in developing thought leadership and a global educational platform in the area of corporate governance. The centre’s mission is to develop world-class teaching content, promote latest research using innovative scholarly materials and enrich public discourse on corporate governance through forums, conferences, peer-to-peer exchange and expert-to-practitioner dialogue.

Our activities harness INSEAD’s expertise in multiple disciplines across areas such as strategy, risk-management, decision making, finance, economics, family governance and corporate social responsibility for in-depth insights and sustainable responses to the challenges facing directors in today’s increasingly complex and volatile environment. The ICGC brings an unmatched international viewpoint to its activities thanks to INSEAD’s position as The Business School for the World, with its footprint across the Europe, Asia, and Middle East campuses.

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(3)

Anonymous User

23/11/2015, 07.44 am

Such great advice for people who have been asked to join a board. It's about stepping back to analyse the board and offer before jumping in and accepting because you're so excited and think you'll never get another board opportunity in the future.

I also agree with the above comment regarding loneliness - that certainly resonates with my personal board experience.

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Abel Van Staveren

23/11/2015, 12.29 am

Good article, agree with the foibles mentioned. One way I use to mitigate these risks is that I ask to sit in as an observer for a while before joining the board. This allows everyone to get to know each other and see how the board reacts to my inputs. I got this tip from a PE-fund manager who partners with management of a target company for at least six months before putting any money in.

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Anonymous User

19/11/2015, 05.56 pm

Another question is loneliness. A company asks you to joint its Board because they expect you to provide guidance, not the other way around. So, it's your responsibility to find the right sounding boards and advisors to make sure you provide the right guidance to the company. This is not easy.

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