My first non-executive board appointment came through the standard channel: someone who knew me on another board mentioned my name to the chair of a small not-for-profit, the chair called, we had a coffee, and three weeks later I was attending my first board meeting. I asked almost none of the questions I should have asked. I accepted on the basis of flattery, curiosity, and a vague sense that it would be good for my career.
The next 18 months were harder than they needed to be. The organisation was in worse financial shape than the chair had suggested. The board dynamics were more difficult than anyone had told me. The previous CEO had left under circumstances I learned about only after I'd accepted. None of this was deliberately concealed. It just hadn't come up, because I hadn't known to ask.
Here are the six questions I now ask before accepting any board appointment. If you're considering your first, this is what I wish I'd known.
1. May I see the last three sets of board minutes and the most recent audited financials?
This is the single most diagnostic question. The chair's answer tells you almost everything you need to know about the organisation's governance culture and its current state.
If the answer is "of course, I'll send them across this week" — you're talking to a well-governed organisation that has nothing to hide. If the answer is "we can show you those once you've joined" — you're talking to an organisation where governance discipline is loose or where there's something the board is uncomfortable sharing with a prospective director.
Read the minutes carefully when you receive them. Look for:
- The quality of the discussion captured (substantive debate vs rubber-stamp approvals)
- Recurring items that haven't been resolved over multiple meetings
- Risk register issues that have escalated
- Tensions between the CEO and board that show through in tone
- Any "in-camera" sessions referenced and what they appeared to concern
The financials tell you whether the organisation is solvent, growing, declining, or in trouble. Look at three years of operating surplus trend, cash reserves, and revenue concentration. If you can't read financials confidently, find someone who can and have them read these for you.
2. Why has the previous director left, and may I speak with them?
Every director vacancy has a reason. The reasons range from completely benign (term ended, moving overseas, retiring from board work) to significantly informative (resigned in disagreement, lost confidence in the chair, found the work too time-consuming, raised concerns that weren't addressed).
The chair will give you their version of why the previous director left. Ask permission to speak with the previous director directly. The conversation, if you can have it, is among the most valuable you'll have. Former directors are almost always willing to talk candidly with prospective replacements. They will tell you things the chair won't, can't, or doesn't know.
If the chair declines to facilitate that conversation, that's information. If the previous director declines to speak with you, that's information too. If they speak with you and tell you something concerning, that's the most important information of all.
3. What is the relationship between the chair and the CEO?
The chair-CEO relationship is the single most consequential dynamic in any organisation. As a new director, you'll be operating within whatever that relationship is, with limited capacity to change it.
Ask the chair to describe the relationship in their own words. Ask the CEO separately, if you can. Listen for alignment or divergence in how they describe it. Listen for warmth or formality. Listen for what doesn't get said.
A strong, honest chair-CEO partnership makes board service productive and rewarding. A strained or dysfunctional one makes board service exhausting and often professionally risky. If the relationship is troubled, you'll spend a significant portion of your director time managing the consequences. Know what you're walking into.
4. What is the time commitment, honestly?
Every board recruitment pitch understates the time commitment. The official version is usually "six board meetings a year, plus a couple of committee meetings, totalling about 80 hours annually." The actual version, for a well-functioning director, is usually 150 to 250 hours annually. For a board in crisis or a director taking on committee leadership, it's substantially more.
Ask specifically:
- How long are board meetings actually running, including pre-reading time?
- What committees would I likely sit on, and what do they require?
- How often does the chair contact directors between meetings?
- Have there been any periods in the past 18 months where directors were doing significantly more than expected? What was happening?
Be honest with yourself about whether you have the time. The wrong time commitment is not a small problem. It produces directors who arrive at meetings unprepared, miss board contacts, and gradually disengage. That's worse than declining the appointment in the first place.
5. What is the indemnity arrangement, and is the D&O insurance current?
Directors' and officers' liability insurance is not optional, and the level of coverage matters more than most first-time directors realise. Personal liability for directors is real. The cost of defending an action — even one that ultimately fails — can run into hundreds of thousands of dollars.
Ask for confirmation of:
- Current D&O insurance policy in force, with adequate coverage limits
- Run-off cover provisions (D&O coverage continues after you leave the board)
- The constitution's indemnity provisions for directors
- Any current or pending litigation, regulatory investigations, or compliance issues
If the chair can't answer these questions, the conversation is over until they can. Joining a board without confirmed D&O insurance is taking on uncapped personal liability for the organisation's actions. No professional development opportunity justifies that.
6. Why me, specifically?
This question feels self-indulgent and isn't. The chair's answer tells you whether the board has thought carefully about its composition or is filling a vacancy with whoever was available.
A considered answer sounds like: "We're working through a strategic period where we need more financial sophistication on the board. Your CFO background, your sector experience, and the fact that you're 15 years younger than our oldest director are all relevant. We're hoping you'll bring perspective we don't currently have."
An unconsidered answer sounds like: "You came highly recommended and we think you'd be a great addition to the team."
The considered answer means the board has done its work and you're being recruited deliberately. The unconsidered answer means you're being recruited because you were available and palatable. The second pattern correlates strongly with boards that aren't doing their composition work well in general, which tends to correlate with other governance softness.
The chair who can't articulate why they want you specifically is the chair who doesn't have a clear view of what the board is missing. That's information about more than just your appointment.
What asking these questions does
Two things happen when you ask these questions before accepting. First, you get a much clearer view of the organisation you're considering joining. Second — and this matters at least as much — the chair gets a much clearer view of who you are.
A prospective director who asks substantive questions is a director who will take the role seriously and exercise it well. A prospective director who accepts on the basis of flattery and instinct is the director whose engagement will likely match. Chairs who recruit thoughtfully appreciate the questions. Chairs who don't will resist them. Either signal tells you something useful.
I accepted my first board appointment without asking any of these. I asked all of them before accepting my second. The difference in what I walked into was substantial. Twenty years on, I still ask them every time.
