Joining a Public Board: Due Diligence How-tos

An increasing number of CHROs—including HR Policy Association members—are being approached to fill board of director seats and are beginning to make their mark in boardrooms across the country. To assist CHROs and other executives in assessing a prospective board position, Sidley Austin has put together ten questions for candidates to ask themselves and the company.

The trend of public companies seeking CHROs to fill board seats is being driven by human capital concerns including talent strategy, diversity and inclusion, and culture, which are increasingly at the forefront of board discussion.

Key considerations include:

• The type of commitment and overall fit with the company and board
• Internal dynamics and special cultural factors
• The relationship between senior management and the board 
• Company performance, risks, and approach to compliance
• Protections for directors against legal risk, financial and reputational exposure
• Company practices regarding director onboarding and compensation

Thoughtful and careful due diligence can make the difference between a successful directorship and one that ends quickly. For more information on director onboarding, especially for Compensation Committee members, see the Center On Executive Compensation’s guide here.