Categories
NED Training

How to become a Non-Executive Director – Bristol 23 September 2015

By Debbie Wright

Are you thinking of becoming a Non-Executive Director as part of a Portfolio Career or to develop your boardroom skills prior to taking up an executive director role? Join us on Wednesday, September 23 2015 to find out how you can become a Non-Executive Director “Unlike many courses I have attended in the past, How to become a […]

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Categories
NED Training

Becoming a Non-Executive Director – for Coaches and Mentors – Oxford 15 September 2015

excellenciain partnership withLauriate

The Becoming a Non-Executive Director – for Coaches and Mentors course is designed for coaches, mentors and other professionals who possess these skillsets including organisational psychologists and business consultants. It is also of value to anyone who has substantial experience and expertise in harnessing individual as well as team effectiveness at board level, and who is experienced as an Executive Director or CEO.

73970259_328x212Coaching and mentoring skillsets are different from those which are typically sought for the NED role. Bringing these skillsets into the boardroom as being valuable in themselves, provides considerable scope for increasing the diversity, well-being and effectiveness of organisations in the current volatile, complex and uncertain economic climate. HR professionals and recruiters seeking to appoint NED’s from a wider selection pool will also find this course valuable in providing what they need to support their clients in making informed decisions.

For the coach or mentor as NED this course enables you to:-

  • Plan and prepare for your first NED position with a real sense of what is expected of you as a NED and how you can meet these challenges.
  • Receive essential knowledge about roles, responsibilities, strategic focus and corporate governance that are key foundations for a Non-Executive board role.
  • Understand up to date thinking on corporate governance and the responsibilities of owners, the board, employees as well as you as a NED.
  • Appreciate the various ways and circumstances in which non-executive directors can make an effective contribution to a board’s work.
  • Understand methods for selection including key motivators and rewards along with the practicalities of the selection process.
  • Experience practical sessions on how to identify NED opportunities that are right for you, with emphasis on how to present your experiences with clarity and relevance. These will help you navigate the process of obtaining your first appointment and performing due diligence before you are appointed to the role.

Course Leaders:

David Doughty CDir FIoD

David Doughty - Chartered DirectorDavid Doughty is a Chartered Director and highly experienced Non-Executive, Chief Executive, Chair, Entrepreneur and Business Mentor. David has extensive executive and non-executive experience in small and medium enterprises in private and public sectors. He is also a board level consultant to multi-national organisations and a Chartered Director Ambassador for the Institute of Directors. 

Pauline Willis MAPS CPsychol CSci

Pauline WillsPauline is an internationally recognised expert in executive coaching, mentoring and team effectiveness as well as selection and development in the boardroom. Pauline is a Chartered Psychologist registered in the UK and Australia as well as a Chartered Scientist. She is a founding Director of the Coaching & Mentoring Network (CMN), and was a founding Executive Board Member of the European Coaching & Mentoring Council, Chair and founding member of the British Psychological Society’s Special Group in Coaching Psychology (SGCP) Executive Committee. Working with both public and private sectors, she has experience of coaching and mentoring as well as selection and development within small and medium enterprises as well as large multi-national organisations.

Pre-course preparation

Pre-work is not compulsory. Before the workshop you will find it useful to consider what personal qualities and value you bring to the boardroom as a coach or mentor. You are also invited to complete a short questionnaire based assessment to reveal your key personality and style based strengths to the roles of coach, mentor and NED. For those of you who complete the assessment, you will be provided with a short summary report to support you in your professional journey.

Key Details

Duration: 1 day
Location:
Magdalen Centre Oxford Science Park,
Robert Robinson Avenue, Oxford
OX4 4GA

Price
£330.00 (ex VAT)

Payment with Booking Price
£300.00 (ex VAT)

Partner Price*
£270.00 (ex VAT)

Book Now
To see course dates and to book your place now follow this link:
Course Registration

The fee includes lunch, refreshments and a copy of the course handbook

6 hours structured CPD with attendance certificate awarded.

*Discounts on Excellencia course fees are available for:

Categories
NED Training

Director’s duties, roles and responsibilities – Bristol 30 July 2015

directors duties roles responsibilitiesThe Director’s duties, roles and responsibilities course provides an essential overview of what is required of a company director together with practical steps that can be taken to ensure that the demands are complied with.

This half-day course is aimed at aspiring or newly appointed directors and covers key knowledge about legal duties, roles, responsibilities, strategy and corporate governance that are key foundations for an effective board appointment. It also considers up to date thinking on corporate governance and the responsibilities of owners, the board and employees.

Who should attend?

Aspiring, newly appointed or current directors of companies including owner-managed companies or family businesses in the private, public and voluntary sector.

What to expect?

  • An in-depth view of the key duties, roles and legal responsibilities of directors, corporate governance and the role of the board
  • An appreciation of the crucial differences between management, direction and ownership
  • Practical guidance on avoiding or dealing with conflicts of interest

Course objectives

Participation on this course will provide you with the knowledge to:

  • Clarify the board’s role, purpose and key tasks
  • Understand the legal status of a company
  • Understand the roles directors play and key director relationships in different types of company and context
  • Examine the board’s corporate governance role
  • Define the legal duties and liabilities of individual directors and the board

Course Leader:
David Doughty CDir FIoD

David Doughty - Chartered DirectorThe course is delivered by David Doughty, a Chartered Director and highly experienced Non-Executive, Chief Executive, Chair, Entrepreneur and Business Mentor. David has extensive executive and non-executive experience in small and medium enterprises in private and public sectors. He is also a board level consultant to multi-national organisations and a Chartered Director Ambassador for the Institute of Directors. See his LinkedIn profile here:

Key Details

Duration: 1/2 day
9:00am to 12:30pm
Location:
Orchard Street Business Centre
14 Orchard Street
Bristol BS1 5EH

Price
£165.00 (ex VAT)
Payment with Booking Price £150.00 (ex
VAT)
Partner Discount Price £140.00 (ex VAT)*

Book Now

To see course dates and to book your place now follow this link:
Course Registration

The fee includes refreshments and a copy of the course handbook

Attendance counts as 3 verifiable CPD hours of structured learning

*Discounts on Excellencia course fees are available for:

Categories
Opinion

Need a Non-Executive Director? Here’s how to avoid the pitfalls

By Debbie Wright

Caroline Gourlay June 30, 2015 A good non-exec director can do wonders for an SME, bringing experience and a different perspective, acting as a sounding board and challenging the exec team to ensure they focus on the right stuff: the important not the urgent, the long-term strategy, good corporate governance and so on. And yet companies […

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Categories
NED Training

How to become a Non-Executive Director – Bristol 21 July 2015

By Debbie Wright

Are you thinking of becoming a Non-Executive Director as part of a Portfolio Career or to develop your boardroom skills prior to taking up an executive director role? Join us on Tuesday, July 21 2015 to find out how you can become a Non-Executive Director. “Excellent course giving a clear picture of the role, the skills […

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Categories
Non-Executive Director Opinion

10 things Non-Executive Directors can do to satisfy their legal responsibilities

Falling foul of the law can have serious consequences for Non-Executive Directors – here are 10 steps you can take to avoid it happeningNED3

The 2006 UK Companies Act, which sets out the legal duties and responsibilities of Company Directors, is one of the longest pieces of legislation ever written. Falling foul of the law can have serious consequences for directors including personal and potential criminal liability yet many directors, particularly NEDs, take on their roles in blissful ignorance of the law.

Before becoming a company director you should have a basic understanding of your legal duties and responsibilities and you should check for indemnity provisions in the company articles of association and your Directors’ and Officers’ (D&O) insurance arrangements.

Once in post, here are 10 things you can do to avoid the potential pitfalls:

  1. Remember that compliance is the responsibility of all directors – not just the Company Secretary, Chair, CEO or other Executives.
    Whilst individual directors may have particular responsibility for the day-to-day mechanics of compliance, it is the board’s responsibility, collectively, to ensure that the statutory requirements are met. Filing annual returns and accounts may be the job of the Finance Director or Company Secretary but persistent failure to file on time can lead to penalties being imposed on all the other directors, including the NEDs. Make sure that the board receives regular assurance on compliance matters and do not assume it is being taken care of by the other directors.
  2. Check your status as a Company Director.
    Many Non-Executives start working with boards as advisors or consultants before they are formally appointed as NEDs and assume that as they are not registered as a company director at Companies House then the law does not apply to them. If you actively take part in board meetings or hold yourself out to be a director then you run the risk of being classified as a “shadow’ or “de facto’ director and thus share the same legal duties, responsibilities and liabilities as the other board members. Make sure that your legal status and that of the other board attenders is clear.
  3. Keep accurate records of board meetings.
    Every board meeting agenda should contain an item which gives directors the opportunity to review the minutes of the previous meeting. Make sure that you use this opportunity to make any corrections that are required to ensure that the minutes accurately record the discussions that took place together with any resolutions and actions. Pay particular attention to items where your personal contribution is mentioned. Keep your own copy of board minutes for at least six years after you have ceased to be a member of the board..
  4. Be aware of key statutory filing requirements.
    Make sure that you know when key documents such as the annual accounts and annual returns need to be filed. You can use the Companies House web-check facility to check that the business is up to date with its filing requirements. Also be aware of other matters such as certain shareholders’ resolutions, allotments of shares and the appointment of new directors, which need to be notified to Companies House within specified time limits.
  5. Familiarise yourself with the Articles of Association and other constitutional documents.
    One of the prime duties of a company director, as set out in the 2006 Companies Act, is to ‘act within powers’. These powers can be found in the company’s Articles of Association together with any shareholder agreements or contracts which form the constitutional documents for the business. As soon as you are appointed to a board you should read these documents and familiarise yourself with the specific requirements for the calling of a shareholders’ meeting or provisions relating to directors’ meetings and remuneration. The board should review the Articles on a regular basis to ensure that they are still relevant to the operation of the business
  6. Take all reasonable steps to avoid conflicts of interest.
    ‘Declaration of interest’ should be a standing agenda item for a board meeting, giving directors the opportunity to declare a personal interest in an item to be discussed at that meeting. There should also be a register of interests, reviewed annually, which records the external interests of board members and their immediate families. These are both particularly important for NEDs who are more likely to have external interests than the executives. However, simply declaring an interest is not necessarily all that a director has to do to avoid a conflict of interest. It may be appropriate to physically absent yourself from the board meeting for the duration of the discussion of a matter where you are conflicted and have this absence clearly recorded in the minutes. In some cases directors resign their posts and re-join the board once a conflicted matter has been resolved.
  7. Avoid accepting benefits from third parties.
    Taking a bribe from a potential supplier is clearly wrong but what about corporate hospitality? As with conflicts of interest, many boards keep a register to record gifts or hospitality given to directors or senior managers, usually above a set amount. They also have specific policies and procedures that directors should adhere to. The best advice though is not to accept anything, even a sandwich or cup of coffee if it could be interpreted as an inducement by a third party.
  8. Watch out for insolvency.
    After failing to file your statutory documents on time, the next most heinous crime a director can commit is ‘trading whilst insolvent’. A company is insolvent if it cannot pay its debts when they are due to be paid. Many businesses, especially start-ups or those with high growth can sail near to or actually become technically insolvent. They can then only continue to trade if they have a reasonable belief that they can trade out of their insolvent position. It is vital therefore, for the board to seek external advice from an insolvency practitioner as soon as possible in order that there is independent confirmation of the reasonableness of their position. Failure to act promptly and responsibly can leave directors open to unlimited personal liabilities.
  9. Speak out – do not ignore warning signs.
    If you have concerns about any company decisions, or the content of any documents such as accounts or board papers, make your views known. It is your duty to act with reasonable skill, care and diligence. The 2006 Companies Act does not differentiate between executive and non-executive directors – as a board member you are jointly and severally liable for all board decisions and can become personally liable if the board knowingly does something illegal.
  10. Get trained to become a company director.
    A Non-Executive Director appointment can be a very rewarding career move but it is not something that should be entered into lightly. In addition to performing due diligence on the business, a prospective NED should fully understand the duties and responsibilities of a company director.
    Excellencia provide a 1-day course for prospective NEDs (How to become a Non-Executive Director) for £330 (ex VAT)
Categories
Non-Executive Director Training

How to become a Non-Executive Director – Bristol 24 February 2015

Are you thinking of becoming a Non-Executive Director as part of a Portfolio Career or to develop your boardroom skills prior to taking up an executive director role?

How to become a Non-Executive Director

Join us on Tuesday, February 24 2015 to find out how you can become a Non-Executive Director

“Unlike many courses I have attended in the past, How to become a Non-Executive Director went beyond just the technical aspects of being a ‘Non-Exec’, and reflected on the differences in the approach required compared to being an Exec Director.
It allows you to make a fully informed decision on whether a Non Exec role is right for you, and if it is, how to go about finding opportunities.
An invaluable day of learning!”

Alastair Lewis Director at Smaointe Ltd

The How to become a Non-Executive Director course helps you to plan and prepare for your first NED position. It instils a real sense of what is expected of NEDs, and how you can meet the challenge.

This one-day interactive course is aimed at aspiring NEDs and covers essential knowledge about roles, responsibilities, strategy and corporate governance that are key foundations for a Non-Executive board role. It also considers up to date thinking on corporate governance and the responsibilities of owners, the board and employees.

This is followed by practical sessions on identifying NED opportunities, the process of obtaining a first appointment and performing due diligence before any position is accepted. There is emphasis on the importance of presenting your experiences with clarity and relevance.

This course identifies the various ways and circumstances in which non-executive directors can make an effective contribution to a board’s work. It also examines methods for their selection and reviews their motivation, induction and reward.

Who should attend?
Individuals who are currently a non-executive director; those seeking appointment as a non-executive director and those looking to appoint a non-executive director.

What to expect?

  • Clarifies how and why non-executive directors can strengthen a board
  • Provides practical guidance on how best to secure an appointment as a non-executive director

Course objectives
Participation on this course will provide you with the knowledge to:

  • Clarify the board’s role, purpose and key tasks
  • Appreciate the contributions that non-executive directors can make to the board in different types of company and situations
  • Recognise the qualities and experience needed to fulfil a non-executive director appointment
  • Appreciate appropriate methods for finding, selecting, appointing and rewarding non-executive directors
  • Understand the preparation required to interview for or be interviewed for the post of non-executive director

Course Leader: David Doughty CDir FIoD

David Doughty - Chartered DirectorThe course is delivered by David Doughty, a Chartered Director and highly experienced Non-Executive, Chief Executive, Chair, Entrepreneur and Business Mentor. David has extensive executive and non-executive experience in small and medium enterprises in private and public sectors. He is also a board level consultant to multi-national organisations and a Chartered Director Ambassador for the Institute of Directors. See his LinkedIn profile here: (http://uk.linkedin.com/in/daviddoughty)

Key Details
Duration: 1 day
Location:

Orchard Street Business Centre
14 Orchard Street
Bristol BS1 5EH

Price

£330.00 (ex VAT)
Payment with Booking Price
£300.00 (ex VAT)
Tier1 Member Price
£280.00 (ex VAT)

Book Now

To see course dates and to book your place now follow this link:
Course Registration
The fee includes lunch, refreshments and a copy of the course handbook

Attendance counts as 6 CPD hours of structured learning


 

Discounts on Excellencia course fees are available for:

Categories
NED Training Opinion

So you want to be a Non-Executive Director?

Competition for Non-Executive Director roles is fierce so how do you differentiate yourself from the opposition?

non-executive directorThere has never been a better time to become a Non-Executive Director. With a growing emphasis on Corporate Governance in boardrooms around the world there is a growing demand for skilled directors who are qualified to be effective board members in organisations of all sizes in the private, public and voluntary sectors.

Yet competition for NED roles is stiff with many more applicants than there are available positions – so how do you stand out from the crowd and get yourself on NED interview short-lists?

Fortunately, there are a number of courses you can attend which will give you the information you need to make successful NED applications. Varying in length from half a day to six months, with costs varying from a few hundred pounds to a few thousand and with venues across the country, there are plenty of courses to choose from.

For what to look for when choosing a course refer to our previous post here

The following table lists courses available in the UK – if you are a course provider and your course is not listed here, please contact debbie.wright@nedworks.net and we will add it to the list.

 Course Title Provider Venue(s) Duration Cost Discounts
Non-Executive Directors Programme BVCA London 2 days £3,790 (ex VAT) BVCA members £1,895 (ex VAT)
Becoming an effective Non-Executive Director Cass Business School London 1 day £975
Being an Effective Non-Executive Director Civil Service College London ½ day £550 (ex VAT)
The Non-Executive Directors’ Seminar Cranfield University Cranfield 2 days £1,875 (ex VAT)
How to become a Non-Executive Director Excellencia Birmingham
Bristol
London
Manchester
Oxford
1 day £330 (ex VAT) NEDworks Tier1 members £280 (ex VAT)
Non-Executive Director Diploma Financial Times London 6 months £5,900 (inc VAT)
So You Want To Be a Non-Executive Director? Financial Times London ½ day £474 (inc VAT) FT NED club members £414 (inc VAT)
Effective Non-Executive Director Programme Financial Times London 2 days £1,800 (inc VAT) FT NED Club members £1,500 (inc VAT)
Non-Exec Workshop First Flight London 1 day £500 (ex VAT)
Non-Executive Directors’ Programme ICSA London 1 day £500 (ex VAT) ICSA members£400 (ex VAT)
ICSA students£300 (ex VAT)
Role of the Non-Executive Director Institute of Directors London 1 day £955 (ex VAT) IoD Members £795 (ex VAT)
Essential Training Course for Non-Executive Directors NEDA London 1 day £450 (inc VAT)
NHS trust and foundation trust non-executive directors programme NHS
Cass Business School
Monitor
London 3 days £2,400 Preferred rate £2,160

non-executive directorHaving invested the time and money in attending one of the above courses you will then need to ensure that you make the most of your background, skills and experience by preparing your Non-Executive Director CV and accompanying letter of application.

You will find advice on how to produce an effective NED CV here

Join NEDworks as a Tier1 member today to get your free NED CV review and other membership benefits

Categories
Non-Executive Director Training

How to become a Non-Executive Director – Bristol 20 January 2015

Are you thinking of becoming a Non-Executive Director as part of a Portfolio Career or to develop your boardroom skills prior to taking up an executive director role?

How to become a Non-Executive Director

Join us on Tuesday, January 20 2015 to find out how you can become a Non-Executive Director

“Unlike many courses I have attended in the past, How to become a Non-Executive Director went beyond just the technical aspects of being a ‘Non-Exec’, and reflected on the differences in the approach required compared to being an Exec Director.
It allows you to make a fully informed decision on whether a Non Exec role is right for you, and if it is, how to go about finding opportunities.
An invaluable day of learning!”

Alastair Lewis Director at Smaointe Ltd

The How to become a Non-Executive Director course helps you to plan and prepare for your first NED position. It instils a real sense of what is expected of NEDs, and how you can meet the challenge.

This one-day interactive course is aimed at aspiring NEDs and covers essential knowledge about roles, responsibilities, strategy and corporate governance that are key foundations for a Non-Executive board role. It also considers up to date thinking on corporate governance and the responsibilities of owners, the board and employees.

This is followed by practical sessions on identifying NED opportunities, the process of obtaining a first appointment and performing due diligence before any position is accepted. There is emphasis on the importance of presenting your experiences with clarity and relevance.

This course identifies the various ways and circumstances in which non-executive directors can make an effective contribution to a board’s work. It also examines methods for their selection and reviews their motivation, induction and reward.

Who should attend?
Individuals who are currently a non-executive director; those seeking appointment as a non-executive director and those looking to appoint a non-executive director.

What to expect?

  • Clarifies how and why non-executive directors can strengthen a board
  • Provides practical guidance on how best to secure an appointment as a non-executive director

Course objectives
Participation on this course will provide you with the knowledge to:

  • Clarify the board’s role, purpose and key tasks
  • Appreciate the contributions that non-executive directors can make to the board in different types of company and situations
  • Recognise the qualities and experience needed to fulfil a non-executive director appointment
  • Appreciate appropriate methods for finding, selecting, appointing and rewarding non-executive directors
  • Understand the preparation required to interview for or be interviewed for the post of non-executive director

Course Leader: David Doughty CDir FIoD

David Doughty - Chartered DirectorThe course is delivered by David Doughty, a Chartered Director and highly experienced Non-Executive, Chief Executive, Chair, Entrepreneur and Business Mentor. David has extensive executive and non-executive experience in small and medium enterprises in private and public sectors. He is also a board level consultant to multi-national organisations and a Chartered Director Ambassador for the Institute of Directors. See his LinkedIn profile here: (http://uk.linkedin.com/in/daviddoughty)

Key Details
Duration: 1 day
Location:

Orchard Street Business Centre
14 Orchard Street
Bristol BS1 5EH

Price

£330.00 (ex VAT)
Payment with Booking Price
£300.00 (ex VAT)
Tier1 Member Price
£280.00 (ex VAT)

Book Now

To see course dates and to book your place now follow this link:
Course Registration
The fee includes lunch, refreshments and a copy of the course handbook

Attendance counts as 6 CPD hours of structured learning


 

Discounts on Excellencia course fees are available for:

Categories
Opinion

Working with the board in the 21st century

board

Challenges

Boards of organisations of all shapes and sizes in the private, public and voluntary sectors face new challenges due to the way society expects businesses and not-for-profits to behave.

These challenges have been brought about by the corporate excesses of the last century and the dramatic failures of the financial sector, particularly banking, around the world since the 2008 crash.

Whilst demanding a new way of thinking from boards and their directors, the new legislation and corporate governance code also provides new opportunities for coaches, mentors and consultants to work with boards, either on a one-to-one basis or as a team.

Keywords

corporate governance, directors, non-executives, coaches, mentors, consultants

The Challenge for the Board

Corporate Governance in the UK as set by the Corporate Governance Code and the 2006 Companies Act has a very different feel to it in the 21st century than in previous times when it was assumed that a director’s duties started and finished with making sure that shareholders received an adequate return on their investment.

Today, company directors are expected to create and maintain a sustainable business which creates wealth for its stakeholders, employees, customers, suppliers and shareholders and adds value to society at large – in sharp contrast to the ‘unacceptable face of capitalism’, asset-stripping, short-termism which was prevalent in the 80’s and 90’s.

In parallel with this sea-change in company governance we have also seen the rise of a new breed of leadership, reflecting the need to engage and empower employees rather than keep their ‘noses to the grindstone’ or their ‘feet to the fire’.

The Board’s prime purpose is to set and maintain the organisation’s Mission, Vision and Values. Often it is the values, which are seen as ‘soft and fluffy’ by a significant number of Small to Medium-sized Enterprises (SMEs) which cause directors the most difficulty.

Yet, as we have seen recently with Tesco, it is when a business loses sight of its core values (protests against new stores and boycotts by farmer suppliers) there is probably much worse to come.

The Challenge for the Coach

Given these changes in the ways boards are expected to work we can expect similar changes in the support that boards and directors require. For example, it is now commonplace for executives to have a personal coach or coach/mentor and the government backed GrowthAccelerator programme, now re-badged as the ‘Business Growth Service’, has funded a number of business coach interventions for SMEs with high growth potential.

Boards are also looking for more permanent support in the form of Non-Executive Directors (NEDs). Looking at the skillset required to be an effective NED it is clear that there is a significant overlap with the skillsets of Consultants, Coaches and Mentors. Indeed many people have built successful portfolio careers by performing a number of these roles at the same time (though probably not with the same client).

Diagram 1: The Board support model

Examining the four roles, it is useful to consider them in pairs, sitting at opposite ends of a spectrum, as shown above. On one axis we have the Coach / Mentor spectrum and on the other the Non-Executive Director / Consultant spectrum. That is not to say that the two axes are mutually exclusive – in any given situation, individuals can perform a number of roles, although one will always be dominant.

NEDs

In the UK unitary board structure, Non-Executive Directors have exactly the same legal duties and responsibilities as the Executive Directors. In a way, this is what gives them the authority to be listened to at Board meetings – they have just as much to lose as the executives if anything goes wrong.

They do, however, perform completely different roles to the executives, who are full-time employees with functional responsibility for running the business. Non-Executive Directors are part-time, ‘hands-off’, officers of the company who take a longer term-strategic view. The NED role is best summed up by the two words ‘critical friend’, and it is striking the right balance between challenge and support that makes a NED effective.

Coaches

In the context of supporting the board, a Coach is a catalyst – someone who will enable the board members, either individually or as a team, to develop and face challenges by self-realisation and awareness.

Mentors

Business Mentors provide guidance from the perspective of having ‘been there, done it and got the T shirt’. The end points of the Coach / Mentor continuum are well understood but there is much debate about where Coaching stops and Mentoring begins. In my experience, at board level, most support is delivered somewhere near the middle of the spectrum – with a mixture of coaching and mentoring as appropriate. This is likely to be delivered to individuals and the board as a whole.

Consultants

The prime difference between being a Non-Executive Director and a Consultant is that a NED has the same legal duties and responsibilities as all the other board members, whereas a Consultant only has a duty of care to deliver a specified programme of work.

There is a commonly held misconception, particularly amongst SMEs, that having a NED on the board is a cheap way of getting consultancy. NEDs should be wary of this and should try to avoid getting sucked in to a ‘hands-on’ role within the business.

There are times in the life of a business or not-for-profit when it is appropriate for everyone, including NEDs, to get stuck in to resolve specific issues – and there is nothing wrong with this, providing it is not a regular occurrence.

I have known cases where, in order to avoid conflicts of interest, NEDs have resigned from the board, undertaken a piece of consultancy work and then re-joined the board when the work was completed. This is a little extreme, but as with the Coach / Mentoring axis, in reality individuals may be asked to provide a mixture of Non-Executive and Consultancy support and the key is to make sure that the nature of the engagement is fully understood by the board with transparent arrangements for remuneration and performance management.

The Challenges of Diversity

Much is being made these days of the need for greater Board Diversity in terms of gender, ethnicity and disability. There is certainly a body of evidence to support the proposition that a more diverse board is more effective when it comes to making strategic decisions, and I fully support the move towards greater board diversity, especially with regard to having more women on board.

However, there is no clear agreement as to how this increase in board participation by women, ethnic minorities and those with a disability should be achieved. Countries such as Norway and Germany have imposed a legally enforceable quota for gender diversity, but even within these countries this move is not generally supported – especially by the ‘women on boards’ pressure groups. The feeling here is that women should be appointed to the board on merit and not as part of some box-ticking arrangement.

It is generally agreed that the make-up of the board should reflect the demographics of the employees, which in turn should be similar to the demographics of the wider community. The problem is that this is likely to take some time to achieve, and until there is a sufficiently large pool of diverse candidates to draw from, something more radical needs to be done to address the problem.

This is where our pool of talented, experienced, Non-Executive Directors, Consultants, Coaches and Mentors can play a significant role. Due to the ‘baby-boomer’ population bulge, there is a significant number of people with relevant commercial experience ideally placed to support boards as they become more diverse.

Unfortunately, it is these people, often white men, who are classed as ‘male, pale and stale’ and find it difficult to secure NED appointments. As the majority of boards are not diverse and the number of candidates with the desired characteristics, in terms of diversity, is low then this inevitably means that people will be appointed to boards without the necessary skills, experience, background or qualifications – thus reducing the effectiveness of boards which is exactly the opposite outcome to the one that is intended.

There is a solution to this problem and that is to use Associate & Alternate Director appointments to introduce new blood to the board without diluting its effectiveness. Combined with suitable support from experienced board members, this approach can achieve the aims of the board diversity agenda in an acceptable timescale.

Developing Associate and Alternate Directorships

An alternate director is someone who reports to a functional executive director and can take that director’s place at the board if the executive is unavailable. It is a way of ensuring that the key business functions are always represented at every board meeting and, by exposing non-board level staff to the workings of the board, it is a way of succession planning for the board.

Similarly, associate director appointments can be used to add new Non-executive Directors to the board in a non-voting capacity, so that they can gain valuable board experience and grow into the role rather than being thrown in at the deep end.

In both cases, formalised arrangements for coaching and mentoring the alternates and associates by the executives and non-executives are put in place with suitable one-to-one ‘buddying’. This arrangement benefits from the significant skills, knowledge, background and experience of the established directors to bring-on the aspirant directors before their first formal board appointment.

I’m a coach – get me in here!

Boards in general and SME boards in particular are reluctant to take professional advice. This may be due to the common perception that the meter is always ticking, racking up exorbitant bills whenever advice is sought form an accountant or lawyer. But it is essential that boards, in all sectors and of all sizes, take appropriate advice. Insolvency practitioners often tell me that if only businesses with financial difficulties had contacted them sooner they might have been able to save them.

This reluctance to seek external advice is particularly difficult for consultants, coaches mentors and those looking for non-executive director appointments. There are a great many boards out there, many of them are dysfunctional, and would benefit greatly from some external support. However, relatively few make effective use of what is available.

One of the key duties of a board is to manage the strategic risks inherent in the business. Effective risk management and assurance provides a framework for the board to determine how it should devote its time, paying particular attention to the areas where it should seek external advice and support.

The 2006 Companies Act

Companies have been around since Elizabethan times, yet it is the 2006 Companies Act, which for the first time, defines exactly what a company director’s duties are. One of the most important of the seven duties is the requirement for all directors to promote the success of the company.

The Act goes on to explain that this means having regard (amongst other matters) to:

  • The likely consequences of any decision in the long term;
  • The interests of the company’s employees;
  • The need to foster the company’s business relationships with suppliers, customers and others;
  • The impact of the company’s operations on the community and the environment; and
  • The desirability of the company maintaining a reputation for high standards of business conduct.

Implications for future coaches and mentors

In pursuit of these objectives, with the goal of creating and maintaining sustainable businesses, boards can make use of the guidance and support provided by Non-Executive Directors, Consultants, Coaches and Mentors.

If you have the skills to work with boards in these roles, then it is vital that you have a thorough understanding of the issues facing boards in the 21st Century which are shaping the way in which businesses of all shapes and sizes in the private, public and voluntary sectors need to be run.

References

The UK Corporate Governance Code 2014

https://www.frc.org.uk/Our-Work/Publications/Corporate-Governance/UK-Corporate-Governance-Code-2014.pdf

The 2006 Companies Act

http://www.legislation.gov.uk/ukpga/2006/46/pdfs/ukpga_20060046_en.pdf

The Business Growth Service

http://www.greatbusiness.gov.uk/businessgrowthservice/

What skills do Non-Executive Directors need?

http://www.nedworks.net/non-executive-director-careers/skills-non-executive-directors-need/

The UK Model of Corporate Governance Institute of Directors

http://www.iod.com/intershoproot/eCS/Store/en/pdfs/policy_publication_The_UK_Model_of_Corporate_Governance.pdf

Is your board dysfunctional? Australian Institute of Directors Volume 11 Issue 11, 12 Jun 2013

http://www.companydirectors.com.au/Director-Resource-Centre/Publications/The-Boardroom-Report/Back-Volumes/Volume-11-2013/Volume-11-Issue-11/Is-your-board-dysfunctional

About the author

David Doughty is a Chartered Director with a Masters in Company Direction from Leeds Business School. He works with boards and their directors in the private, public and voluntary sectors to improve their effectiveness and the performance of the organisations that they lead. David is a registered and approved GrowthAccelerator Coach and a certified EQ Mentor

You can contact David via E: david@doughtymail.com or M: 07876 653 563.

Published in

The future of coaching and mentoring: evolution, revolution or extinction? Part 1

Journal of the Association for Management Education and Development

Volume 21 ● Number 4 ● Winter 2014