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Recruitment of board members

A look at the process of recruiting board members

Category
Roles and responsibilities

So far, we have covered responsibilities and eligibility of board members. But how do you recruit the right people for these critical positions? This is an important question and considerations include:

  • legal and governance considerations
  • preparing for the recruitment process (drafting person specification)
  • recruitment methods
  • managing the process

Subject to the governing document, the board may need to be refreshed as frequently as every year, or less so. As part of the board’s succession plan, it may be that board members are required to retire by rotation.

This enables the board to be refreshed with new ideas, experiences and thinking while retaining sufficient ‘corporate memory’.

Board members must be able and willing to provide the time and commitment necessary to fulfil the role (this may increase in times of heightened activity or difficult circumstances) and should be sufficiently competent to manage the affairs of the organisation.

It is likely that the governing document will outline the mechanisms by which new board members are appointed, the duration of their tenure (the Code for Sports Governance certainly does), and possibly how board members formally resign their position. It is therefore essential that all current board members are familiar with their governing document when thinking about recruitment, and should not appoint anyone in a manner other than provided for in the governing document.

Failure to appoint in the appropriate manner could result in the board members being in breach of their duties, and in some severe cases mean that none are legally able to make any decisions as they were not appointed correctly.

In situations where the governing document is inhibiting the organisation from attracting new board members with the requisite skills and experiences to take it forward, consideration should be given to amending the governing document in order to remove such obstacles.

Preparing for the recruitment process

Careful consideration needs to be given to the recruitment process, with preparatory work undertaken in good time to ensure the identification of the best candidates and a smooth transition for them onto the board.

It may be that the timing of the process needs to fit with particular events in the corporate calendar – such as an annual general meeting, if that is when board members are elected or formally appointed.

When considering what you are looking for in a candidate, two factors are of huge importance:

  • What skills, knowledge and experience are necessary to guide the organisation through the implementation of its strategy?
  • Which of these skills, knowledge and experience are currently present on the board and which need to be obtained?

Essentially, this means comparing your medium and long-term strategy with the skills base on the board. Many organisations maintain a skills register, highlighting board members’ areas of knowledge and expertise. This is generally updated annually, or when board members acquire new experience, either through their work for the organisation, training or elsewhere in their lives. Check out our tool below for an example of a skills register and how it can be used.

Specimen skills register for board members

Once you know what you hope a new board member will bring to the organisation, you can use this to frame the role description and person specification to use throughout the recruitment process.

While the person specification used will vary according to the needs of different organisations, the following are examples of characteristics, knowledge and experience (or a commitment to gaining them) which would be useful in those seeking a place on a board:

  • a high level of understanding and interest in the issues which your sport or organisation faces
  • a commitment to your stated values and principles
  • strong business and financial acumen
  • experience of committee work
  • highly developed interpersonal and communication skills
  • an ability to understand complex strategic issues, critically assess, analyse and resolve difficult problems
  • sound, independent judgement, courage, common sense and diplomacy
  • political astuteness, with the ability to grasp relevant issues and understand relationships between interested parties
  • a clear understanding, and acceptance, of the legal duties, liabilities and responsibilities that come with a place on the board
  • a sound knowledge of governance issues and a commitment to implementing the highest standards of governance
  • sufficient time and commitment to fulfil the role
  • resilience
  • the ability to listen to and welcome alternative opinions and experiences flexibility in thinking

Recruitment methods

The aim of any recruitment process should be to attract the most suitable board members from a wide pool of candidates. This should cover the skills and knowledge required, a diversity of demography, experiences and personalities to provide a range of perspectives on issues to be discussed, and a reflection of the community which your organisation serves or wishes to serve.

It is not recommended that you look to fill board vacancies through word of mouth. There can be a temptation to rely on approaching people known to the organisation – perhaps from within the sport – to consider serving on the board. While this may be one way to be reasonably sure that the individual concerned will be able to fulfil the role to the requisite standard, it is no substitute for a robust recruitment process and does not demonstrate that the organisation is impartial and effective in the way it recruits. It has also been shown that word of mouth recruitment tends to result in boards that are not very diverse, and this can have an adverse impact on the quality of decision making and the overall performance of the board.

For this reason, it is a requirement of the Code for Sports Governance (2.6) that the appointment of independent non-executive directors and the chair be via an open, publicly advertised recruitment process.

There are a range of thorough and effective approaches which can be adopted, subject to your organisation’s size and resources. With a bit of innovation, these can be tailored to suit your requirements.

Let’s look at a number of these, and the advantages and disadvantages for your organisation.

Membership bodies may be required to recruit some of their board members via elections. While this should ensure a steady supply of committed individuals, it may not always attract a diverse range of candidates with the skills, experiences and expertise the board needs.

Those entitled to vote should be provided with (at least) a summary of the objective criteria and role description that have been identified as intrinsic to the success of the organisation. This enables electors to weigh the skills and experiences each candidate has against those highlighted in the skills audit. Everyone would then have as much information as possible to make an informed choice.

Some larger organisations may have an elections committee to review nomination papers to ensure that the nominee meets the person specification criteria and may interview potential candidates before finally submitting their names for formal election to the board.

In some cases, it may be that board members are elected without contest. While this does not invalidate the appointment, the organisation should review the information and communications sent to members, and the process undertaken, with a view to encouraging more people to stand in the future.

Placing an advert or using an article in a newspaper or sector magazine is one way of highlighting vacancies to a wider audience. While for large organisations operating across the country it may be more appropriate to advertise in a leading national paper, magazine or website, smaller or local bodies could make good use of any free newspapers and newsletters distributed in the community the organisation serves. LinkedIn, Facebook and other social media sites are another way of advertising positions relatively inexpensively. It is worth noting, however, that the reach of much social media activity may be concentrated in your existing following.

Due thought should be given to the language used in any advert, alongside any target audience you are trying to reach. It is important to consider the impact that the language used will have in terms of attracting or discouraging potential candidates. A diverse group of people should be consulted to ensure the construction of the advert will appeal to a broad range of people.

You could make use of existing communications with members, supporters, and other stakeholders to promote the benefits of board roles and attract interest in vacancies. This could be via the website, regular newsletter or an event which attracts an interested audience, for example the annual general meeting or competition.

It is worth exploring a range of formats for such information, including Braille, large text or different languages to reach a variety of audiences. It might also be beneficial to engage with those who have familiarity with the communities you are seeking to reach or which you feel are under-represented.

There are a number of websites that advertise board and senior positions. Examples include:

Some larger organisations have introduced a standing committee of the board to focus on the issues of board recruitment and succession planning. Such committees will actively search for and make recommendations as to potential candidates. The role of the nomination committee could stop at that point or it might be involved in the selection process, even where appointment is by election.

For further details on nomination committees, including a sample terms of reference, see the Committees section of this knowledge base.

Although not necessarily an option for every organisation, a recruitment agency may be appropriate for searching for seeking board members with specific or unusual skills, for example. It is important to provide the search firm with a detailed brief and to stay in contact throughout the process. The better their understanding of your needs, the more effective they can be on your behalf.

Where the governing document contains a provision to co-opt trustees, this is one way in which an organisation can acquire the specific skills it requires in the short to medium-term in line with its business and strategic plans, or to assist in addressing a specific problem or issue.

Managing the process of recruitment

Throughout the recruitment process, you should manage the expectations of potential candidates and ensure that any communications relating to the position, and the organisation, are a true and fair portrayal of the work and time commitment involved.

An honest approach to the expectations of the role the new board member will play should help reduce any future disappointments, particularly around time commitments, that may arise for both parties. Correspondence between the organisation and the candidate should be professional and timely. Where there is an agreed person specification, role description and evidence-based criteria used for the selection these should be shared with the prospective candidate.

A conscientious candidate will want to know more about the organisation to ensure that they have the skills, experience and empathy to support its aims, and feel that they agree with its aims, values and culture. You should therefore be willing to provide relevant information to assist them in their considerations.

As a matter of course, current board members should arrange to meet candidates to assess their skills, competence and enthusiasm for the role. A meeting could also help to ascertain whether the candidate’s personality would complement the existing board and add an extra dynamic to the way the board interacts and collectively performs its duties. Such meetings can be informal and should be candidate-led, allowing them to ask questions to find out more about the role and the organisation.

It is worth considering who should be part of these dialogues. Should it be a selection of board members? The chair? Perhaps meeting the chief executive would be helpful, as their relationship with the board is key and they will also have the most detailed knowledge of the organisation.

There is, of course, a place for a formal discussion where an interview panel assess shortlisted candidates. Consider the composition of this panel, and ensure that the candidate’s application is tested against the requirements of the role.

It is critical at this stage to probe for any significant conflicts of interest or other matters, which might make it inappropriate to make a particular appointment.

Throughout the process the key aim is to make the right selection. You are aiming for not just a successful appointment, but a sustainable and impactful one.

  • Make sure you design a plan and timetable at the start of the procedure.
  • Make sure that you leave enough time for all the steps above, allowing for potential delays.
  • Consider the role description – make it future-focused and skills-based.
  • Remember to make give a positive experience of your organisation to all those you engage with throughout.

After the preferred candidate has been identified, letters should be sent to unsuccessful candidates, thanking them for their interest and, where appropriate, suggesting other ways in which they could be involved in the organisation’s activities. They have expressed an interest in you and may wish to contribute.

At the point of nomination and appointment

After the new board member has been nominated, check if any notification to the world at large of the proposed appointment is appropriate.

Write to the prospective board member, asking for any information that is required for your own information or for returns to Companies House or the Charity Commission. The information requested should include:

  • full present forename(s) and surname;
  • date of birth;
  • usual residential address(es) with home telephone number(s) and email address(es);
  • business address(es) with telephone number(s) and e-mail address(es);
  • any holiday home address(es) with telephone number(s) and email address(es);
  • mobile phone number(s);
  • full name of spouse, partner or other next of kin;
  • completed register of interests form;
  • signed declaration of eligibility to act as a director and/or trustee; and
  • photograph, if required for press release, visa applications, in-house publication, etc.

It may also be useful to request a short biography for internal and public relations use upon confirmation of appointment.

Due diligence

Prior to an appointment being finalised, both the organisation and the prospective board member should undertake a process of due diligence to ensure eligibility and the highest likelihood of a successful contribution to the board.

To ensure a board member meets the legal requirements you can ask them to sign a declaration of eligibility (for a specimen board member declaration, see our tool at the end of this page), but there are also other checks that the governance lead, or the board, should undertake as part of their due diligence when appointing board members to ensure that the individual is eligible to serve:

Good practice in any recruitment process will involve the organisation satisfying itself that the experience and qualifications listed by the candidate are verified. It is also sensible to cover issues such as major potential conflicts of interest.

Before accepting an appointment, a prospective board member should check their own eligibility and should undertake their own thorough examination of the organisation to satisfy themselves that it is one in which they can have confidence in and in which they will be suited to work. Depending on the structure of the organisation, a board member could find themselves potentially liable for a number of risks. It is therefore recommended that they carry out as much research as possible before seeking an appointment and certainly before taking one up.

Relevant information can be obtained from a number of sources: annual reports and accounts; the organisation’s website; conversations with individuals prior to or as part of the recruitment process; the role description and person specification (not least to ensure that they can meet the time commitment); and even media coverage.

The prospective board member should pay attention to:

  • the organisation’s governance arrangements
  • diversity of income streams
  • recent performance, including financial, risk, strategy development, sustainability and impact (how the organisation is delivering the sport to its community)

While it is unlikely that published material will reveal any wrongdoing or negative trends, a lack of transparency may be an indication of the need to proceed with caution. A potential board member should note that an organisation will be unable to disclose certain confidential or sensitive information prior to the formal appointment.

Particularly if this is the first time that an individual is taking up a board position, they should familiarise themselves with the legal duties of a director or trustee, the legal and regulatory environment in which the organisation operates, and the potential liabilities which may fall to them as a member of the board.

The individual should carefully review the contents of the letter of appointment and raise any concerns before signing.

If the individual is joining with the intention of taking on the role of chair of the organisation or chair of the audit committee (where there is one), meetings should be set up with the auditors or independent examiner and other professional advisers.

The prospective board member should check scheduled board meeting dates for the year ahead at an early stage in the due diligence process to ensure he/she will be able to attend most, if not all, of the planned meetings in the first year.

Specimen director/trustee declaration