Guide · Governance
Before offering or accepting a board seat.
A board seat creates a continuing relationship with the company. Both sides need to understand the contribution expected, the work involved and the responsibilities before agreeing.
Start with the business need. Then examine the information, experience and time required to serve it well.
Decision map
Check the fit from both sides
Name the contribution and experience the company needs.
Examine relevant experience, information, time and conflicts.
Resolve open questions about the role and its responsibilities.
What does the company need?
A name on the board is not a substitute for a clear contribution. Identify the knowledge, experience or perspective missing from the current group.
- What decisions will the board face in the next stage of the company?
- Where would additional experience improve the discussion?
- What does the candidate's actual work show that is relevant?
- Is the need a formal director role, advisory input or operating help?
Use the advisory-board comparison to keep those choices distinct.
What does the candidate need to know?
Work and time. Understand meeting preparation, committee work where relevant, availability and the demands likely between meetings.
Information. Establish what information is available, how questions can be raised and where uncertainty remains.
Interests and conflicts. Discuss other roles, relationships and commitments that could affect the appointment.
Responsibilities and protection. Review applicable duties, approval arrangements, indemnification and insurance with qualified advisers. Good faith alone should not be treated as blanket protection from personal liability; Delaware §102(b)(7), for example, permits specified limitations with exclusions.
Read the actual decision rules
Do not infer voting rights from a job title or assume one dissenting person can block everything. The company's governing law and documents matter.
Under the ordinary meeting rule in Delaware §141, a majority of directors present with quorum acts for the board unless the governing documents require more. On a fully attending three-person board using that rule, a two-to-one vote is not a deadlock. Different rules or special rights can change the result.
Similarly, an observer or advisory title is not a complete description of rights, responsibilities or exposure. Read the actual arrangements; see board observer rights for the role question.
A mutual-fit worksheet
Illustrative example
A manufacturer plans to open a second site. It is considering a director with experience in expansion. The candidate also works with another company in a related market.
| Establish together | Company question | Candidate question |
|---|---|---|
| Contribution | Which expansion decisions need additional experience? | What relevant work can I demonstrate, and where are my limits? |
| Preparation | What information can we provide? | Can I understand the business well enough to fulfil the role? |
| Time | What workload do we expect? | Can I make that commitment alongside my other work? |
| Conflicts | Which relationships need examination? | Could another role affect this responsibility? |
| Open matters | What needs resolution before appointment? | What advice or information do I still need? |
If essential information is unavailable or the candidate cannot make the time commitment, declining or deferring may be sensible. A familiar industry or a useful introduction does not resolve those gaps.
Private or public changes the context
Private-company directors still need to understand their obligations. Public listing may add board and committee requirements; Nasdaq's governance rules provide one example, including exceptions.
Review the particular company rather than using a generic board-size rule or a promise of protection. Legal, tax and investment questions belong with the relevant qualified advisers.
Choose the contribution before the title
The company and candidate should be able to explain the work, the responsibilities and why the fit is credible. Any unresolved matter should be visible before a commitment is made.
For business advisory with Stan, see board advisory and work with boards and leadership teams. A formal appointment is a separate discussion of responsibilities and fit.
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