Reflections from a Board Director on how Nom/Gov Committees evaluate candidates
Why most executives misunderstand the process
This week I had the opportunity to interview a senior board director whose experience spans some of the most sophisticated governance environments in the world within highly regulated sectors such as financial services (banks, trust companies, etc.).
Our conversation focused on what often happens behind the scenes in board recruitment and within Nominating/Governance Committees as they navigate critical appointment decisions. Business continuity depends on key decisions for directors whose appointments may span more than a decade, depending on the country.
This insight informs how executives can better understand (and prepare for) that reality as they govern their own careers.
What emerged was a set of insights that challenge many of the assumptions board candidates hold about fiduciary board readiness. I’ll be exploring this topic more deeply over the coming months in an upcoming Get Hired Up! podcast episode.
The Chair of the Board Matters More Than You Think
One of the most important and often misunderstood factors is the degree of weight the Chair of the Board holds in the appointment of the director. The board candidate must align with the Chair for a successful appointment.
While Nominating/Governance Committees formally lead the process, the Chair’s influence is decisive. Alignment at that level is not optional; it is foundational.
Governance Certifications Don’t Drive Decisions
There is no shortage of governance education in the market today. And while these programs can build confidence and expand knowledge, they are not what determines selection. A Nominating Committee will not choose a candidate based on governance certification.
Board appointments are made based on judgment, experience, and contribution and not credentials alone and there are variations in those appointment factors across jurisdictions (cross borders). As an aside, many of the fiduciaries I interview were recruited to a board for their unique industry perspective, functional expertise, and reputation as a solid operator (more on that in the podcast).
Term Limits Shape Strategy for Both Sides
In many markets, particularly the UK and Europe, term limits are a defining feature of board composition.
This has two important implications:
- For boards it creates a structured cadence for refreshment requiring careful thought and planning for the corporation during pivotal points during the director’s term. Succession is an important component of the Nom/Gov Committee’s mandate. This is less of an issue in the United States, for example.
- For candidates it introduces timing constraints that can span years. Board service is not episodic rather it is a long-term commitment, often extending more than a decade.
Cross-Border Appointments: North America & Europe Operate Differently
One of the most significant distinctions discussed was the difference between North American and European board recruitment. In the U.S., appointments can move relatively quickly (often within ~60 days) as my guest confirmed for her own appointments to four financial services boards.
In the UK and Europe, industry regulators play a direct role in approving board appointments, which is much less so in North America and lead times are significantly longer often spanning months and term limits and governance structures are more formalized.
For those considering cross-border board service, this is not a transactional process. It is a multi-year exercise in planning, positioning, and alignment. This often requires patience across jurisdictions with very different regulatory timelines and appointment dynamics.
Motivation Will Be Scrutinized
A question that comes up more often than many candidates expect is “why do you want to be on this board”, as a serious line of inquiry. My guest has observed that many board candidates perceive the fiduciary role as one of glamour and “nice to do.”
The legal responsibility and fiduciary duty to stakeholders, including shareholders, investors, and regulators is significant and one that can increase time commitments for unforeseen reasons, such as the pandemic when boards must gather frequently to make decisions at the policy level (more below).
Selection criteria for independent board directors also varies across borders (Canada vs Europe as in the regulatory example mentioned previously). Cross-border differences aside, boards generally speaking are seeking directors who display:
- A genuine interest in the industry
- Intellectual curiosity
- A commitment to the work
The board candidate’s interest and motivation in the business will be examined carefully during the vetting and selection process.
The Operator vs. Governor Divide Is Real
One of the most consistent gaps observed is that C-suite executives seeking board roles often underestimate how different it is to govern business versus operate one and my guest feels that many board seekers are convinced that a board role will give them an opportunity to run a business and this could not be further from the truth.
Board roles require:
- Judgment, not execution
- Oversight, not control
- Questioning, not directing
See Get Hired Up! podcast episode #** for a discussion of this divide from fiduciary director, Alex Cho, President, HP Personal Systems, for his recent perspective on this division.
Why Sitting CEOs Are in Demand
In today’s environment, sitting CEOs are increasingly valued in the boardroom, because they are:
- Navigating real-time uncertainty (e.g., covid, tariffs, policy shifts)
- Accountable to their own boards and actively engaged in this accountability
- Actively managing complexity, risk, and trade-offs
Sitting CEOs bring a current, lived perspective that is difficult to replicate on a board of sitting executives who may not be currently operating a business.
However, a sitting CEO appointment also comes with tension on both sides because boards understand that sitting CEOs are busy operating their own businesses and may not have the time required to commit to a fiduciary role. On the sitting CEO’s side, there may be limits to participation based on their own corporation’s requirements (**research this).
Career Governance
Perhaps the most important takeaway from our discussion is that board readiness is not a moment in time; it is the outcome of a long-term career governance strategy steeped in leadership experience, often spanning decades.
For sitting CEOs and other business leaders, this includes:
- Developing strong C-suite leaders in their own corporations
- Building succession pipelines for high-potential and high performing leaders
- Demonstrating stewardship beyond personal performance
Succession planning is not solely a company imperative; it is also an indication of leadership maturity that can directly impact future board candidacy.
A Final Thought on Fiduciary Board Appointments
Most executives believe that board appointments are earned through visibility, credentials, and experience. They are given less weight than many realize.
Board selection is a function of judgment, which is observed, tested, and interpreted over time by those already operating at that level. Alignment with the Chair, institutional fit, timing, and how you are spoken about in rooms you do not occupy matter far more than any formal qualification.
The uncomfortable truth is this: many highly accomplished executives are not overlooked, they are misunderstood, or simply not positioned in a way that translates at the governance level.
Board candidacy, therefore, is not something you pursue when the time feels right. It is something you govern deliberately, consistently, and often years in advance.
