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What is a Professional Director®?

By Dr. Debra L. Brown

To answer the question, let’s begin with what a Professional Director^® isn’t.

Recently a board member told us that he was on the board of a significant not-for-profit corporation. He followed this statement by saying he had no idea what a board member does, but he was looking forward to getting involved.

What this board member was describing himself as was an untrained volunteer, not the Professional Director^® that the organization needed and deserved. There is a tremendous difference between the volunteer with a basic understanding of what an “average” director does and a “Professional Director^®.”

In another instance, a government-appointed director to a national regulatory body recounted to us that they saw themselves as a “government appointee” who needed to ensure the wishes of the government of the day were carried out. In fact, however, regardless of how you get on a board, once you are there you must act in the best interests of the organization. For the most part, the best interests of the organization are typically aligned with those of the shareholder, however, from time to time, the interests of the organization may conflict with the preferences of the government of the day. This director did not understand the governance profession.

Here's an example from the private sector of what a Professional Director^® is not. A former CEO was appointed to a publicly-traded corporation based on her experience in the industry sector. Immediately she jumped in, sleeves rolled up, ready to rewrite the operational plan based on her own industry understanding. This board member did not understand that the role of a board member is not to do the CEO’s job nor to substitute management’s judgement with their own. Rather, it is to ensure the CEO is exercising sound judgement.

Serving on a board is neither a hobby nor a pastime, nor a way for a particular shareholder to get their way, nor an opportunity to supplant oneself as the de facto CEO. Rather, it is a trusted fiduciary position at the very top of an organization, that requires special training and skill.

So, now that we have a picture of what a Professional Director^® is not, let’s look at what it is!

 A Professional Director^® is a board member who:

• is engaged with and qualified in the governance profession: they hold a Professional Director designation and are part of a larger governance community that stays current in the profession
• knows their role and the governance lane they need to stay in; even if getting into operations seems more interesting, they understand the unique and value-added role they play and therefore discipline themselves to stay in their own lane
• asks great and profound questions: they know what questions to ask, and when and how to ask them because they have learned and practice this skill
• treats being a board member as the profession that it should be; like any profession, mastering and following the standards of practice and conduct expected of every member of the profession
• has impeccable character and emotional maturity: leading well as an equal part of a collective is challenging in the best of times. The boardroom, where stakes are high and decision-making needs to be nimble, should not be the learning ground for how to get along with others and make decisions in a way that serves the best interests of a corporation.
• has courage: it takes courage to be the dissenting or questioning voice, to use the power of their voice both in knowing when to speak and when to be silent
• is certain of their calling: they are certain that they are a right fit for the board on which they currently serve, while having the confidence they could transfer their skills to almost any other organization
• is competent and educated in the key disciplines and systems of corporate governance: from strategic oversight to risk governance, policy direction, and control, financial literacy and oversight, to how to ensure a healthy and dynamic relationship with the CEO, these are each a discipline that requires developed skill at the governance level.

In a sentence then, a Professional Director^® has impeccable character and emotional maturity, is engaged and qualified in governance, knows and fulfills their role, asks profound questions, is courageous, certain and confident, and above all they are competent in corporate governance and the application of governance principles and practices because they have studied the profession and earned their designation.