Onboarding New Directors

Find guidance and sample documents to form the basis of your director orientation program.

Accelerate the learning curve of your newest members

A director’s fiduciary duty begins on day one of service, and it is essential that new directors are provided with the information and tools they need to effectively contribute and fulfill their role. Regardless of the director’s experience or the size of the company, all new directors will benefit from a structured onboarding program that begins prior to the start of board service.

Onboarding programs should include the following components, generally organized by the general counsel or corporate secretary with the support of the CEO, board leader, and nominating and governance committee.  

Reference Materials

The new director should receive essential information about the company’s operating environment, the company itself, boardroom culture, and the director role and responsibilities. The independent chair, lead director, or CEO may wish to reach out with an introductory email, welcoming the new director to the board and directing them to this information, whether it’s housed in a board portal or elsewhere.

About the Company

• Company history, locations, description
• Mission, Vision, Corporate Values
• Organizational chart
• List of executives and other key employees with biographies and contact information
• Strategic and operating plans
• Certificate of Incorporation
• Bylaws
• Annual and quarterly reports
• Financial statements
• Analysts' reports on industry and company
• External/internal audit reports
• Company press releases
• Other reports (e.g., sustainability)

About the Board

• List of directors with biographies and contact information
• Board minutes
• Board meeting dates
• Annual Board meeting agenda
• Committee structure with membership
• Committee charters (audit, compensation, nominating and governance, risk)
• Committee calendars (audit, compensation, nominating and governance, risk)
• Committee minutes

Director Responsibilities

• Director “job” description
• Board cultural expectations
• Conflicts of interest questionnaire
• Corporate governance guidelines
• Code of Ethics and Business Conduct policy
• Sample board evaluation form

Orientation 

In addition to reference materials, the new director will attend formal meetings with members of the board and senior management to learn about the company. For example, the Chief Executive Officer should review the company strategy, company history and industry trends, corporate culture, and management team overview. The Chief Financial Officer should review financial performance and reporting. The board chair can review director responsibilities and discuss the board’s culture and dynamics.

Considering the array of director backgrounds and skill sets, the onboarding program should be tailored to each new director to address any knowledge gaps.

Given that many boards use digital platforms to conduct their board business securely, new directors should receive training in how to use the board portal effectively. 

For a detailed guide and timeline for director orientation, see the NACD Blue Ribbon Commission report on Culture as the Foundation: Building the High-Performance Board, which includes guidance for inclusive onboarding in all phases of the process.

Mentorship Program

Pairing a new director with a tenured director can help acclimate the newcomer to the board’s culture, share context on the board’s priorities, the company and its industry, and provide feedback on their contributions. The board “buddy” assignment should be made prior to the first board meeting. Establishing mentorship program guidelines can be helpful to maximize this relationship.

Continuous Education

The first-year orientation provides a foundation for ongoing learning. While onboarding is typically limited to the first few months of board service, as with any profession, continuous education is important and necessary. As discussed in the Blue Ribbon Commission Report on Culture as a Foundation: Building a High-Performance Board, even the most tenured directors will benefit from an ongoing investment in learning, particularly in new and emerging areas, and “reboarding” can be valuable to ensure all directors are operating from the same level of understanding and knowledge about the company, the issues it faces, and standards for good governance.

ADDITIONAL RESOURCES