The CHRO/CPO - Criteria For Board Selection

From governance standards and leadership chemistry to societal impact and growth ambition, senior HR leaders are applying sharper focus and deeper purpose when choosing where, and how, they serve at board level.

As people leaders transition into Independent Director roles, their approach to evaluating board opportunities has become increasingly strategic and values-led. Considerations such as governance standards, leadership chemistry, sector alignment, and long-term growth potential now shape a more purposeful and discerning engagement with board service.

The following reflections illustrate the depth of due diligence and personal alignment that underpin these decisions.

Due Diligence and Decision-Making

For many first-time NEDs, the importance of rigorous due diligence becomes apparent only in retrospect. Yukiko Nakagawa offered a candid reflection on her early experience: “Due diligence is very important when you take on an NED role. Eight years ago (when I took my first NED role) I accepted it without thinking too much, partly because it was my first time and partly because I was asked by someone I knew. Now I look back and I think it was foolish of me. You must do your own due diligence.” 

Board Dynamics and Leadership Chemistry

The interpersonal dynamics of the board - particularly the relationship with the Chair and CEO - are often decisive. Chika Sato emphasised the importance of cultural alignment and trust: 

I want to work with people who are sincere as human beings and who are serious about the company and the people who work there.”

Janina Kugel echoed this view, stating: “The Chair of the Board is a critical factor for me in deciding whether to join a Board. How do they want to run the Board? What is the percentage for non-CFO or CEO roles on the Board? Will they value a different perspective?”

Michelle Healy added: “The dynamic and culture of the Board are critical. The relationships with the CEO and CFO also play a big role in choosing the right Board.” Yukiko Nakagawa agreed, noting: “It is very important to have a good rapport with the CEO. I asked myself if I want to support this CEO. It is also important that I am interested in the business itself.”

Similarly, Yukari Yomo shared: “During the selection process, I spoke to two or three members of the executive management team, all of whom were very faithful, honest and serious about doing the right things properly. They are people I would be happy to work with.”  

Sector Breadth and Organisational Fit

The nature of the business and its stage of development are critical considerations for prospective board members. 

Celia Baxter noted: “I was sector agnostic apart from Financial Services as I was not interested or experienced in this sector. I wanted international organisations as they were more interesting to me, and I focused on listed companies.”  

Mikko Pelkonen similarly prioritised alignment with his interests and capacity to contribute: “Interesting industry and people, interesting phase of the company’s development, and my ability to contribute/have impact.”  

Michelle Healy added: “I was in an executive role with a Danish listed business when I chose this NED role, and it ensured that I remained connected to a UK listed business.”

Experience and Strategic Contribution

Prior experience - particularly in advisory or not-for-profit boards - is often a valuable stepping stone. Dharma Chandran’s first board role emerged through his professional network rather than a formal recruitment process. Demonstrating strategic impact and commercial acumen in executive roles is frequently a prerequisite.  

Jacky Simmonds reflected: “When becoming an NED, you must realise that it is not what you have done, but what your business has gone through that you bring to the table. We had been part of one of the biggest mergers in the UK at TUI, we had also experienced one of the biggest digital transformations. I met the Chair of DS Smith, and he was open to a first-time NED. I didn’t get that role, but he was also on the Wolseley Board, which was a bigger company, and he offered me a seat as a non-exec there. 

Within months, I became Chair of the Remuneration Committee. It really matters if you are interested in the business. I wanted a completely different industry, and I got very lucky with a great Board.”  

We extend our thanks to the valuable contributions made to this report by our network of senior People & Culture leaders. 

Odgers' People & Culture Practice combines extensive knowledge, insight, and networks across the executive and non-executive space, identifying and developing the best talent for leading organisations across the world.

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