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Perspectives

Director onboarding and orientation

Board Practices Quarterly, December 2024

By Natalie Cooper, Bob Lamm, and Randi Val Morrison

Onboarding and orientation are critical processes that can help integrate new board members into the governance structure and culture of an organization—equipping them with the necessary knowledge, insights, and resources to fulfill their oversight role and supporting their ability to contribute meaningfully to board discussions and decision-making from the outset of their terms. While specific onboarding and orientation practices vary across companies, done effectively, they can help set the appropriate tone for a new director’s experience and promote critical engagement with the board, management, and other key stakeholders of the organization.

This Board Practices Quarterly presents findings from a survey of members of the Society for Corporate Governance that focused on their company director orientation and onboarding processes, including materials provided, management participation, practices and activities, and engagement of external providers.

Highlights of survey findings

Respondents—primarily corporate secretaries, in-house counsel, and other in-house governance professionals—represent 113 public companies of varying sizes and industries,1 and the findings pertain to these companies. The actual number of responses for each question is provided. Some survey results may not sum to 100% as questions may have allowed respondents to select multiple answers. Where applicable, commentary has been included to highlight differences among respondent demographics and to highlight comparisons to any similar questions asked in our 2018 Board Practices Report.

Indicate which members of management regularly participate in director onboarding and orientation. [Select all that apply]

Almost all companies (at least 93%) reported the chief legal officer, corporate secretary, and chief financial officer (or similar positions) as management that regularly participates in director onboarding and orientation. Least involved are the chief compliance officer, chief risk officer, and chief diversity and inclusion officer (or similar positions).

Across market caps, notable differences were found across these (or similar) positions:

  • Chief human resources officer — 85% large-caps; 73% mid-caps
  • Chief information and security officer — 55% large-caps; 42% mid-caps
  • Chief accounting officer — 57% large-caps; 29% mid-caps

Which of the following materials are provided to new directors as part of their orientation and/or onboarding program (whether formal or informal)? [Select all that apply]

Across market caps, notable differences in materials provided were:

  • Market and industry information (e.g., key performance indicators, peers, competitors, suppliers, customer base) — 58% large-caps; 69% mid-caps
  • Other materials related to board practices and process (e.g., assessment form, education options) — 64% large-caps; 50% mid-caps
  • Talent matters (e.g., executive compensation, development and promotion, culture, recruitment) — 64% large-caps; 33% mid-caps
  • Company risk profile — 55% large-caps; 33% mid-caps

Responses were fairly consistent with a similar question in our 2018 Board Practices Report.

Endnote

1 Sizes include 52% large-cap (which includes mega- and large-cap) (> $10 billion); 45% mid-cap ($2 billion to $10 billion); and 3% small-cap (which includes small-, micro-, and nano-cap) (< $2 billion). Respondent industry breakdown: 33% financial services; 26% consumer; 24% energy, resources, and industrials; 12% technology, media, and telecommunications; and 6% life sciences and health care.
2Small-cap responses are included in the public company responses. However, specific small-cap and private company findings have been omitted from this report due to limited respondent population.

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