Chairman/NED

Good governance and effective oversight are the baseline for high-performing Boards. What distinguishes the absolute best is the way in which executive and non-executive directors support and challenge each other on navigating the unexpected and how they think about the future.  

 

It’s debatable how many Boards attain the necessary levels of trust, respect and knowledge to create that kind of dynamic environment for strategic debate and decision-making.  

 

Shefaly Yogendra, an experienced portfolio non-executive director and long-standing Board Mentor at Criticaleye, tackles this topic with gusto in her new book, Uncharted Spaces: Reset the agenda. Reimagine the boardroom.  

 

Here, Shefaly talks about some of the core themes in the book and why culture and mindset are essential if Boards are to be successful. 

 

 

Q: I’m intrigued by this idea of ‘resetting the agenda’ when it comes to Boards. What do you mean by that?  

 

A: It’s essentially about grounding what your Board talks about in the emergent reality. Often, it’s easy for the agenda to be just five minutes for this; seven minutes for that; sign off that approval… But that's not the entire job. Locate your Board agenda in reality and – when the reality is shifting – your agenda needs to keep up. 

 

Q: Where have you seen Board dynamics working well?  

 

A: At Harmony Energy Income Trust, where I was on the Board, we were all learning. The asset managers and sector specialists learned about the responsibilities of being listed, dealing with the City and investors, and the need for timely disclosures. Those who had been on listed boards but were new to the BESS (Battery Energy Storage System) sector, were learning about the peculiarities of resilience mechanisms for enabling transition to renewables. Together we weathered headwinds from geopolitics, macroeconomics [and] domestic politics. Harmony is a full case study in the book, end to end, from its IPO to its acquisition and delisting.   

 

So, that Board was very curious and highly engaged.  

 

Q: What are your reflections on why Boards lose focus and go awry?  

 

A: They talk about and prioritise the wrong things with the wrong people around the table. The other problem is that compliance and governance are about the past and hindsight, whereas the focus should be on the future and foresight which are strategic.  

 

Foresight is about emerging risk work, which also means understanding where the opportunities exist. Especially in the dynamic environment in which we are operating currently.  
 

 

Q: What would having the ‘right people’ mean when, for example, it comes to holding a meaningful conversation on technology? Should there be one designated tech expert on the Board?   

 

A: Nowadays large organisations have CIOs, CTOs, CISOs, Chief Data Officers, and some are now creating Chief AI Officers. So, how can you have one ‘tech person’ on a Board that understands what each of these execs are saying, and for this individual to be representative of the amalgamated view of the Board? How do we know this person has really understood what’s been told?  

 

Can you have one technology polyglot on a Board? Where will you find that person and how will you evaluate such a person? 

 

Q: It sounds like this has to be a more collective responsibility. Is that correct?  

 

A: Yes, the responsibility is collective. That is why no one person’s expertise is sufficient. You want individuals to be curious. The Chair has to bring that out, providing the right cultural environment to enable the conversation.  

 

Q: What are the red flags for you that a Board lacks the right mindset?  

 

A: I have known Boards where one wonders: why are you here? You clearly don't like this; you don't like the workload; you don't bloody read the Board Pack; it's very obvious to everyone. Some people treat it like any other job and I don't think it is any other job. I really feel you're operating on your reputation as your main capital. It's not like any other job. I mean, super mediocre people manage to make excellent careers in the corporate world. That is a job. This isn't. 

  

Q: It can’t just be about box-ticking and compliance. Is it fair to say that what you want are live, dynamic conversations and thinking? 

 

A: Some Boards do work. There are structural things and cultural things. Structural things relate to, for example, what specific Committees do and they have their own papers in the Board Pack, and then the Committee Chair gets given ten minutes to talk about the important things. So, how the work gets done on a Board is hugely varied and figuring that out is part of the job of being an effective contributor. The Board’s culture enables lively and dynamic conversations.  

 

Q: What do you want your readers to take away from Uncharted Spaces? 

 

A: I hope it anchors and facilitates more Board conversations. I take them through a journey which criss-crosses between technology, climate, geopolitics, and for it to connect all the time to the strategic agenda of their Boardroom and their organisation.  

 

That is my hope. It is a conversation starter and I am here to facilitate such conversations for forward-thinking Boards.  

 

You can buy Shefaly's book here: Uncharted Spaces: Reset the agenda. Reimagine the boardroom

 

Paul Lester has Chaired an impressive array of publicly listed, private equity-backed and family-owned businesses over the years, such as FirstPort, Readypower, Forterra, and Essentra.   

 

Currently, he’s Chair of McCarthy Stone, a property company backed by the US PE house Lone Star Funds, Telent (formerly known as Marconi), and the privately-owned Funeral Partners.  

 

Criticaleye interviewed Paul on what it takes to be an effective Chair. Here are five key points from the discussion:   

 

No Egos in the Boardroom
 

“There are no ‘airs and graces’ and certainly no one with egos. We don’t want that — we’re after their knowledge, intellect, and I also want it to be the case that they never walk away from a Board meeting wishing that they had said something.” 

 

Creating an environment where people speak freely, where no voice dominates and no question goes unasked, is an active responsibility. Strong characters are inevitable in any Boardroom, but mutual respect and trust must come first. Without them, personalities start to dominate and open discussion becomes difficult. The goal is a down-to-earth atmosphere that non-executive directors genuinely look forward to and enjoy (and the executives too). 

 

The CEO and Chair Relationship  

 

“I would say the ultimate point of inflection is where you get a call and they say, ‘Can you join a pre-strategy meeting and get involved in it early?’ It’s that early involvement in something that lets you know you have crossed a bridge.” 

 

Technical expertise keeps governance on track, but nothing shapes a Chair's effectiveness more than the quality of their relationship with the CEO — and it can't be forced. It develops through consistent behaviour, candid dialogue and a willingness to be useful without overstepping the mark. Being invited in before decisions are made, rather than simply ratifying them afterwards, is the signal that the relationship has reached a genuinely collaborative level. 

Culture Really Matters  

 

“You can pick up on the atmosphere and culture of a business pretty quickly. If I go to a factory and walk around, I can tell whether the place is health and safety conscious, or whether people are happy or miserable. It’s the same on a construction site; you get a feel for it straight away. You can’t rely on the figures you’re given, that’s for sure.” 

 

Management reporting is always a curated view. The Chair who makes a habit of seeing the business directly develops a feel for culture and morale that no set of figures can replace. The Chairs who spot problems earliest are usually the ones who've made a habit of being present in the business, not just in the Boardroom. 

 

The Chair Role can get Lonely

 

“They say the CEO role is a lonely job, but I don’t believe that because you’ve got a team. The trouble when you’re a Chair is that you haven’t got a team.” 

 

The shift from executive to non-executive life removes many of the structures that made leadership feel manageable. It’s an adjustment that catches more people off guard than they expect. Whether you're a former CEO, CFO or senior executive, going plural means actively building a network of peer-level conversations: fellow Chairs, senior leaders, informal catch-ups.  

 

Build the network before the isolation arrives. 

 

Speak Freely

 

“It’s about asking the right questions which, of course, can come over as negative, but asking a good question should never be a problem for a CEO and the management team.” 

 

A Board where people hold back is a Board that underperforms. Across Criticaleye's Chair Ready Programme, Chairs have repeatedly described walking into organisations where the Board dynamics are in the wrong place: dominant CEOs; weak governance; and competing personal agendas.   

 

It's the Chair's job to create the conditions where there is constructive support and challenge in the Boardroom, so that each Board member can speak freely and ask informed questions about the topics of the day. 

 

To read the full interview with Paul, click here.  
 

Experience counts in this business climate. Paul Lester talks to Criticaleye's Marc Barber about his career as a Chair across different asset classes and the ways in which a good Board can unlock value and support high performance.

Criticaleye provides Chairs, NEDs and SIDs with bespoke support designed to nurture high performance at Board level. With 93 percent of respondents in our Chair & NED Research recognising the need for Boards to have external reference points, Criticaleye facilitates a unique environment to benchmark with Board-level peers from various organisations, sectors and regions.

 

 

Click here to find out more about how we support Board leaders.

Criticaleye provides Chairs, NEDs and SIDs with bespoke support designed to nurture high performance at Board level. With 56 percent of respondents in our Chair & NED Research saying they strongly believe Boards require external reference points, Criticaleye facilitates a unique environment to benchmark with Board-level peers from various organisations, sectors and regions.

 

Click here to find out more about how we support Board leaders.