Composition of the Board
Introduction
When thinking about the composition of the board, we recommend a 3-step approach:
1. Set the Requirements for the Board
The board should consider what skills and experience it requires in order to properly fulfill its purpose. This will depend on both the organization (particularly its key success factors and strategy) and the role of the board. However, many requirements are applicable to all boards. In particular, we would recommend that every board has:
at least 1 person with subject matter expertise in the field that the organisation is operating, e.g. an EA global poverty charity should have somebody with international development experience, e.g. J-PAL;
at least 1 person with a good grasp of accounting, e.g. Big 4;
at least 1 person with a business strategy background, e.g. Tier 1 strategy consulting;
at least 1 person with experience of line managing several people; and
at least 1 person with experience of assessing impact
(note these do not have to be different people)
Then depending on the organisations mission and stage of growth, there will be different key success factors that need to be focused on:
for a start-up non-profit … at least 1 person with entrepreneurship experience;
for a non-profit trying to achieve systemic change … at least 1 person with advocacy and/or public policy experience; and
for a tech solution to a social problem … at least 1 person with tech experience.
(again these do not have to be different people)
The board should also think carefully about other dimensions of diversity:
at least 1 person of each gender (more if the board is large); and
for a non-profit working with disadvantaged groups … at least 1 person from that group.
(note that in some legal jurisdictions positive discrimination is illegal so please follow all applicable laws)
We would encourage boards to discuss red lines. Do all board members need to be highly engaged with EA (many board members of GiveWell-recommended charities aren’t)? Do all board members need to be excited about the project or could you invite a value-aligned sceptic to join the board?
Finally, the board should try to avoid potential conflicts. Anticipate problems before they arise and don’t simply assume that they won’t be an issue because everybody’s heart is in the right place.
2. Assess the Capabilities of Existing Board Members
A proper board assessment should firstly consider the suitability of existing board members:
Do board members have the capabilities required for the role?
This is best assessed against the Requirements for the Board (see previous section). Nobody should be a board member unless they are adding value to the board as a whole.
These may have changed since the board member was appointed, e.g. a change in organizational strategy, a new phase of organizational development, a change in the external environment.
Our Board Assessment Template contains a grid where capabilities can be mapped to people.
Are board members performing their function appropriately and adhering to the desired culture of the board, e.g. attending most meetings, reading materials in advance, responding quickly to emails? Is there anything that might change this going forward, e.g. change in personal circumstances?
Have any board members served on the board for more than 9 years?
It is good practice to have specific terms, e.g. 3 years, for board members. This forces a regular review of the composition of the board and makes it easier for the board to decide to remove (i.e. not renew the term of) a board member who is not contributing. Term limits, e.g. 3 terms of 3 years, are also a good idea to ensure the board is regularly refreshed.
Sometimes board members will themselves realize that they are no longer adding value to the board. However, in some cases it will require difficult conversations (likely led by the chair of the board).
3. Identify Gaps to be Filled by New Board Members
Gaps = Requirements - Existing
If there are significant gaps, consider appointing new board members, but remember to balance this against the size of the board. We recommend a maximum size of 7 people with the ideal being 5 people. If the board is larger than this, it becomes harder to have a fruitful discussion and easier for individual board members to go along with group think.
We believe a proper process is vital to avoiding a closed-shop clique and ultimately effectiveness.
Firstly, spend time as a board formulating a public role description, including at a minimum:
An Overview of the Organization (important for attracting candidates outside your immediate network);
The Essential Criteria
The Desirable Criteria
Honest Expectations (e.g. minimum time commitment, time and location of meetings up, expectation that board members will serve for at least 3 years).
Next, advertise and proactively seek out candidates. The EA Good Governance Project can help:
You can view an anonymized list of candidates here (sign up is required for data privacy). We will subsequently provide the contact details of the candidates you are interested inthe .
We can email all or a subset of candidates on the directory to advertise your opportunity. To do this, please message us with a short spiel (max 200 words).
The EA Good Governance Project can manage the application process. You direct people to our form and we will add a tick box so that they can specifically apply to your organisation. We will provide you with the contact details of everybody who ticks this box. To set this up, please get in touch.
Finally, you need to select the best candidate. There is no right or wrong way to recruit, but we suggest the following:
The 1st stage of the process should be “blind”, i.e. no names or faces;
Staff involvement should be limited to process only to avoid conflicts of interest (appointing one’s own manager) and encourage diversity of thought;
Align first on objectives (what you are looking for) and then information (thoughts on who would provide that);
Form individual impressions (e.g. by independently scoring candidates) and focus the discussion on the key areas of differences (e.g. by discussing where board members scores differ significantly);
Judge the quality of a candidate’s thought process, not their opinions, to ensure diversity of thought;
Make the recruitment process two-way so prospective board members are given the opportunity to ask questions; and
Make it easy for a board member to say no. Maybe invite a candidate to observe a board meeting before committing.
Resources
We have developed a Board Assessment Template, which is designed to be a cost-effective solution. For larger organizations (>$1m annual income), we would recommend engaging external expertise to run this process in a professional manner. We are currently unable to provide this service ourselves.