Questions to Ask Your Board of Directors
Questions to ask your board of directors, written for a chief executive or executive director who reports to one, a manager presenting to the board for the first time, and a director who has just joined. The 54 questions are grouped: what the board expects from management, strategy and risk, how it oversees the chief executive, how the board itself works, and a set for nonprofit boards on giving, fundraising, programs and reserves.
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The questions
Each question, and why to ask it
Expectations
What are the board's top priorities for the coming year?
Why ask it
Put it to each director, not only the chair, and compare what comes back. If the answers match the plan you were handed, you have a mandate. If they scatter, your first job is getting the board to choose before you are measured against all of them.
What does this board decide itself, and what is delegated to management?
Why ask it
Ask for the written version, often called a delegation of authority or a list of reserved matters, and look at the date on it. Spending and hiring limits set when the organization was smaller may now catch routine purchases. Where nothing is written down, board and management are each working from their own guess.
What does the board want from me each quarter, and in what format?
Why ask it
Some boards want a two-page dashboard and others a fifty-page pack, and guessing costs you preparation time every cycle. Ask too whether they want everything walked through each time or only what has moved since the last meeting. It is also your opening to propose something shorter, which directors often welcome and seldom request.
Which numbers does this board actually watch?
Why ask it
Most boards follow a handful of figures closely, and they are not always the ones in the strategic plan. Listen for the number a director quotes from memory, then put those figures on the first page of your report, ahead of the measures you prefer yourself.
How does the board want to receive bad news, and how quickly?
Why ask it
The usual answer is 'straight away', which says nothing about how. Ask for a mechanism, such as a call to the chair, a note ahead of the pack or a standing agenda item, so that the first bad news is not also a procedural error.
When I present to the board, should I walk through the paper or go straight to your questions?
Why ask it
Worth asking before a first appearance, and the chair or whoever builds the agenda is the person to ask. Many boards take the paper as read and want the time for discussion, so a page-by-page run through can use up your whole slot. Find out how long you have and what the last presenter was asked.
What do you keep having to ask for that should already be in the board pack?
Why ask it
A request that comes up three meetings running is a standing item nobody has added. Build it in, and ask in the same breath which pages could go, so the pack does not only ever grow.
What should go to the chair first, and what can come straight to the full board?
Why ask it
Some chairs want every difficult paper in draft, and others see pre-clearing as a way of managing the board. Either mistake reads as a slight, so ask the chair directly and then check with one other director that the arrangement suits them too.
Between meetings, when can I call a director directly, and when should it go through the chair?
Why ask it
Informal calls are where a director's experience is most useful and also where factions start. A workable rule is that advice can be sought from anyone and nothing is decided outside the room. Ask whether directors may go straight to your team as well, since that is the same line running the other way.
Where has the board been too far into operations, and where not close enough?
Why ask it
Directors rarely dig into detail for fun. The areas they admit to hovering over tend to be where a past surprise came from, and the ones they call neglected are where a deeper session would be welcome.
What do you wish you understood better about this organization?
Why ask it
Directors see the place a few hours at a time and seldom volunteer what they have not followed. Their answers are your briefing topics for the year: how the money actually comes in, what one team does all day, why a price is what it is. Offer a visit or an hour with the person who runs that area before you offer a longer paper.
Strategy
What does success look like for this organization three years from now?
Why ask it
Listen for whether the directors describe the same place. Size, independence, a sale and a mission result pull in different directions, and a board that has not chosen among them will judge each of your proposals by a different yardstick.
What does the board consider its biggest risk right now, and who owns it?
Why ask it
The named owner is the important half of the answer. A risk register where every line belongs to 'management' is not oversight, and boards that cannot name their largest risk tend to meet it as a crisis.
How much risk is this board willing to take to hit the plan?
Why ask it
Risk appetite is written in a policy and revealed in a vote. Ask for the last proposal the board turned down as too risky and the last one it approved without much debate, and you have the working definition.
What worries you about this organization that never makes the agenda?
Why ask it
Agendas are built from what can be reported, and a director's unease often cannot. One conversation each, away from the meeting, gets better answers than asking the room, where nobody wants to be first to sound alarmed.
When did the board last change its mind because of something management brought forward?
Why ask it
Ask for the actual occasion. A board that cannot think of one is either not being brought real choices or not listening to them, and you want to know which before you take it a proposal that depends on persuading it.
How involved does the board want to be in shaping strategy, as opposed to approving it?
Why ask it
Some boards want a finished plan to test, and others want to be in the room while it is drafted. Bring a finished document to the second kind, or a blank page to the first, and you lose a meeting and some goodwill.
Which part of the current strategy is the board least convinced by?
Why ask it
Approval in the minutes is not the same as belief. The element directors doubt is the one that gets reopened after the first bad quarter, so hear the objection now, while there is still time to answer it or change course.
If there were more cash than the plan needs, where would the board want it to go: growth, debt, reserves or the owners?
Why ask it
The order a director puts those in is their real strategy, whatever the plan says. Directors who represent an investor and independent ones can rank them very differently, so ask more than one. While you are there, ask how much borrowing the board is comfortable with, because a proposal is easier to shape to a stated limit than to one you discover by being refused.
Which competitors does the board watch, and why those?
Why ask it
The comparison set reveals how the board understands the business, and it is sometimes several years behind the market. If they name companies you no longer lose to, closing that gap early is worth the awkwardness.
What decision is coming in the next year that the board is not yet ready to make?
Why ask it
A financing, a sale, a successor, a closure: big decisions go badly when the first full discussion is also the vote. Name them a year out and you can schedule the briefings and the outside advice before a deadline sets the terms.
What does the board know about this business that management does not?
Why ask it
Directors carry history, sector experience and contacts that rarely come up unless somebody asks. The answers often include a customer relationship or an old mistake worth hearing about, and the asking shows you treat the board as more than an approval step.
Who on this board knows enough about technology and cyber security to challenge management on it?
Why ask it
If the honest answer is nobody, that is more useful than a reassuring report no director can test. The follow-up is how the board covers the gap: an outside adviser, a yearly briefing, a director recruited for it. The same applies to any new tool the organization is adopting faster than its board can follow.
The CEO
How is the chief executive evaluated, against what, and how often?
Why ask it
Three things to pin down: who runs the review, whether the criteria are written down and when the last one took place. Without written criteria the judgement tends to rest on relationships and on whatever happened most recently, which is hard on a chief executive after a bad quarter and too kind after a good one.
What does the board need to see from me in the first six months?
Why ask it
Boards form a view of a new chief executive early and revise it slowly. Try to get the two or three things they will be watching for in writing, then check them against what the chair told you when you were hired.
What do you want more of from me, and what do you want less of?
Why ask it
Narrower than a request for feedback, so it tends to get a real answer. Expect things like more time on the forecast and fewer slides, and treat anything two directors say independently as an instruction.
When the board and the chief executive last disagreed on something important, how was it settled?
Why ask it
You are listening for the route the disagreement took: a vote, a quiet word from the chair, one side backing down, or a departure. A board that says it has never happened is describing either a very new relationship or one where somebody has stopped arguing.
What would make this board lose confidence in a management team?
Why ask it
The answer names the failure modes that matter to them: a missed forecast, a compliance breach, a key departure, being surprised. Surprise features in most honest answers, which is a strong argument for disclosing early.
What did the board value in the last chief executive, and what does it want done differently?
Why ask it
Boards tend to hire against the faults of the person who just left, so the second half is often your real brief. If the predecessor is staying on as founder, adviser or director, ask how that is supposed to work in practice.
Which members of the management team does the board want to see more of?
Why ask it
Directors judge the whole bench by the few executives who present to them. Their answer shows who they are already forming a view on, and regular exposure for your team makes any later succession conversation far less abstract.
How does the board set executive pay, and who advises it?
Why ask it
Ask who sits on the committee, whether it uses an outside adviser or a benchmark, and when the approach was last reviewed. Approval and disclosure rules differ by country and by type of organization, so ask which ones apply here.
How is succession handled, for the chief executive and for the chair?
Why ask it
There are two plans to ask about: the orderly handover, and what happens if the chief executive is suddenly out next week. The emergency one gets used with no warning, so ask whether it is written down and who holds it. A chair with no obvious successor is the same gap one level up.
Outside meetings, what would you be glad to help management with?
Why ask it
Introductions, a second opinion on a senior hire, a view on a negotiation: plenty of directors would like to be used and are never asked. Say what you want and from whom, and keep the request to advice, so the line between helping and running stays visible.
The board
Where do independent directors get information other than from management?
Why ask it
A board wholly dependent on the management pack cannot challenge it. Site visits, direct access to the finance function, customer conversations and outside advisers are all signs of a board doing its own work.
How does the board find out what it is really like to work here?
Why ask it
Culture tends to reach a board as one survey score, so ask what else it sees: turnover by team, themes from exit interviews, complaints raised through a hotline, time with staff below executive level. If you are the executive being asked, offer that access yourself. A board kept away from the staff starts to wonder why.
Who does this board see itself as answerable to, and how does it hear from them?
Why ask it
Shareholders, members, funders, a parent company, a regulator, the people the organization serves: directors on one board will often name different ones first. The second part matters as much as the first. A board that hears from them only through management's summary is taking its own accountability on trust.
How do executive sessions work, and what gets discussed without management present?
Why ask it
These sessions are normal and healthy rather than a slight. What matters is that they happen on a schedule, that someone reports back what came out of them, and that they are not the only place real discussion occurs.
Which committees exist, what do they decide, and what returns to the full board?
Why ask it
Committees drift into deciding matters the full board still believes it decides, particularly on pay and audit. Ask for the charters and for the list of what actually comes back for approval.
When was the last board self-assessment, and what changed as a result?
Why ask it
What changed is the part to press on. A review that led to a new committee, a shorter agenda or a director stepping down was a real one. A report that was received and filed tells you how the next one will go.
What happens when a director has a conflict of interest?
Why ask it
A working process has steps: declaration, recusal, a minuted decision. If the answer is that everyone knows each other's interests already, there is no process, only goodwill.
What skills or experience is this board missing?
Why ask it
Most boards can answer at once, often with finance, technology or someone who knows the customers. The follow-up is whether a search is under way. A gap everyone can name and nobody is filling has become part of the furniture.
How are new directors chosen, and what does their induction cover?
Why ask it
A board that recruits only from the chair's contacts keeps reproducing itself. On induction, find out whether new directors meet staff and see the operation or simply receive a binder. The first kind ask useful questions in their first year.
Are there term limits, and are they actually applied?
Why ask it
Limits in the bylaws are often waived for the directors people like, which defeats their purpose. Ask when someone last rotated off on schedule. The rules themselves vary by organization and jurisdiction, so read the governing documents instead of assuming.
What happens when a director stops turning up or stops preparing?
Why ask it
Usually nothing, for a long time, because the people who would have to act are that director's colleagues. An attendance expectation and a chair willing to have the conversation are worth knowing about before you depend on a quorum for a difficult vote.
What makes a board meeting worth your time, and which recent one fell short?
Why ask it
Asking for a specific meeting gets you a fix for the next agenda instead of a general wish. Common complaints are presentations that repeat the papers and the one real decision squeezed into the last ten minutes.
Nonprofits
Why did you join this board, and what has kept you on it?
Why ask it
The reason a director joined is a good guide to what they will willingly do. Someone who came for the cause will speak at an event. Someone who came because a friend asked may need a small, specific job before they do anything at all.
What is each director expected to give or raise, and is that written down?
Why ask it
An unwritten expectation tends to be met only by the people who would have given anyway. If the board has never agreed one, suggest it sets its own figure, because a target handed down by staff seldom survives the first awkward year.
What part of fundraising does the board see as its job, and what part as mine?
Why ask it
Plenty of directors dislike asking for money and will say so when given the chance. That admission opens the door to the parts they may accept: thanking donors, hosting, making an introduction, sitting in on a visit.
Who do you know that I should meet, and would you make the introduction?
Why ask it
Ask for one name each instead of a list, and offer to draft the email yourself. Vague offers to open doors evaporate, while a single named person with a date attached usually happens.
How would you explain what we do to someone who has never heard of us?
Why ask it
Go round the table and you will hear how many different organizations your directors think they govern. The gaps tell you what belongs in the next briefing, and the best phrasing is often worth borrowing for your own pitch.
How does the board know our programs are doing what we say they do?
Why ask it
Expect to hear the number of people served, which measures activity and not results. Ask what the board would accept as evidence that a program changed something for the people in it. Then bring that to the next meeting, even if it is three honest case notes and one figure.
If we had to cut one program, which would the board protect and which would it let go?
Why ask it
A hypothetical cut forces a ranking that the strategic plan politely avoids. Far better to learn the board's order of priorities in a calm meeting than in the month a grant is not renewed.
How much of our income rests on a single funder, and what is the plan if it goes?
Why ask it
This belongs to the whole board and not only the finance committee, because the response to losing a major funder is a decision about strategy. If nobody can state the share without looking it up, start there.
What level of reserves does the board want, and what are they for?
Why ask it
A reserves target with no stated purpose tends to be either raided or hoarded. Ask what would justify drawing on them and who decides. Any legal or regulatory expectations depend on where the organization is registered, so check what applies locally.
Working with a board of directors
Practical guidance for the conversation itself
Who to ask, and where
The chair, one to one
Take the Expectations group here first: what goes to the chair before the full board, how bad news should travel, when you may call a director directly, and how the board likes a paper presented. The questions about how the chief executive is evaluated and how succession is handled also belong in this conversation before they are raised anywhere else.
Each director, individually
Priorities for the year, what success looks like, what worries them, what they wish they understood better and what they want more or less of from you all get franker answers alone than in the room. Ask every director the same three or four and write down where the answers differ. That list of differences is the most useful thing you will take from the exercise.
The full board, in a meeting or at a retreat
Use the room for questions where the board needs to hear itself answer: appetite for risk, how involved it wants to be in strategy, who it sees itself as answerable to, which decisions are coming that it is not ready for. One or two per meeting is enough. A long list fired at a board feels like an audit.
The governance or nominations committee
Most of The board group is this committee's business, where one exists: skills gaps, how directors are recruited and inducted, term limits, attendance and the self-assessment. An executive can ask these, but should ask them as someone who wants to understand the process and leave the conclusions to the directors.
Before you take something to the board
- 1Send anything numerical at least a week ahead. Boards discuss what they have read, and material handed out in the room tends to get deferred to the next meeting.
- 2Decide whether you want information, discussion or a decision, and say which at the top of the paper. A paper with no stated ask is how a board ends up debating something it was only meant to note.
- 3Bring options with a recommendation instead of a single course of action. A board shown one option tends to invent alternatives in the room, with none of the analysis behind them.
- 4Brief the chair beforehand on anything difficult. A board surprised in the room, even by good news, starts to wonder what else it has not been told.
- 5Write the decision down as it was made and confirm it in the minutes. Two weeks later, board and management can remember the same discussion quite differently.
Where boards and management usually collide
Authority
Arguments about who decides often trace back to a delegation schedule nobody has read since it was drafted. Reviewing it once a year is unglamorous and heads off a good many of them.
Detail
A board asking for more detail is often signalling that it does not trust the summary rather than that it wants more pages. The fix is usually a clearer explanation of variances, not a longer pack.
Bad news
More often than the result itself, it is the timing of the disclosure that damages the relationship. A board that learns of a problem from someone else starts checking everything else you tell it.
Signs a board is not doing its job
- No director can name the largest risk without looking it up.
- The chief executive sets the agenda and the chair simply endorses it.
- Committee reports are received without questions, meeting after meeting.
- The chief executive has not had a formal evaluation in over a year.
- Independent directors have no source of information beyond the management pack.
- Disagreement, when it happens, is treated as disloyalty rather than as part of the role.
If you are new to reporting to a board
Ask for the last four sets of minutes and the last four packs before you write your first one, then copy whatever format clearly worked. Find out who the chair speaks to before a meeting, since that conversation often settles the difficult items. Meet each director individually in your first two months and ask what they want to see and what they currently distrust in the reporting. Two habits build credibility quickly: forecasting accurately, including the bad quarters, and telling the board something before they hear it elsewhere.
If yours is a nonprofit board
Volunteer directors give time they are not paid for, so the Nonprofits group is as much about motivation as about oversight. Start with why each person joined, then move to giving and fundraising once you know what they care about. Let the board set its own expectation for what directors give or raise, and get it into the document new directors see before they say yes. Keep the money and program questions concrete: the share of income that comes from the largest funder, the reserves target and what it is for, what the board would accept as evidence that a program works, the program it would protect first. Rules on reserves, director payments and reporting differ by country and by legal form, so check with your regulator or adviser what applies to you.