Privately owned companies are increasingly recognizing the value of having a formal Board of Directors to help owners/managers navigate the dynamic business world we live in today, to get truly independent thinking and the benefit of a trusted outsider’s perspective and experience. Consultants abound with the mission to help owners build or enhance their boards, and the 2014 formation of the Private Directors Association represented the first real effort to organize and bring together those who need directors for non-public companies, those who want to become directors, and the resources to qualify and connect the two. Its vision is short and sweet: We connect, educate, and advocate! Among its resources are several magazines that are available to members, including the one from which this topic was lifted.

The current issue of Private Company Director magazine published a really excellent article written by Jim McHugh, a member of their editorial advisory board and a seasoned private company director. His list of guidelines – yes, all 25 of them – pretty much covers the waterfront and could be the course outline for a college degree on the subject, if one existed. So, naturally, it has a number of no-brainers on the list: Participate. Attend meetings. Be independent. And so on…But the power of his article is the subtle insight created by the not-so-obvious guidelines, and the clever way he demonstrates each guideline from his experience. How do you “take it easy” or “be a good shipmate” so that you are making the genuine contribution that everyone expected when you accepted the appointment?

His 2,500 word article won’t fit into my blog post, but his list will, and if you’re curious enough to ask me, I’ll send you the entire article. Please ask me – it’s really good stuff. Here’s Jim’s list:

  1. Be independent – and stay independent.
  2. Remember your role as a fiduciary.
  3. Wear the correct “cover” to meetings.
  4. Don’t be a rubber stamp.
  5. Don’t be the majority shareholder’s attack dog.
  6. Understand shareholder expectations and their personal and financial goals.
  7. Understand the owners’ personalities.
  8. Don’t be timid about coaching or mentoring the shareholders.
  9. Understand the business model and the industry
  10. Get to know the management team.
  11. Be a resource/coach to the CEO.
  12. Trust your gut. 
  13. Understand the culture of the company.
  14. Know your boundaries.
  15. Be consequential.
  16. Be a colleague, not a bore.
  17. Prepare for and attend the meetings.
  18. Participate
  19. Embrace, understand and use technology.
  20. Stay fresh and understand time and place.
  21. Learn the new alphabet.
  22. Be curious.
  23. Don’t be a dog with a bone.
  24. Take it easy.
  25. Be a good shipmate.

Yeah, I know, 25 is a very long list. Want to be a really good director or find really good candidates for your company board? Take this list to heart – and to your recruiter. We will.

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