LEADERSHIP INSIGHTS

When things do go awry in an organisation, quite often it’s because the dynamics on the Board are not in the right place. The best corporate governance frameworks won’t count for much if the individuals gathered around the Boardroom table fail to step up when it matters.  

 

Response taken at Criticaleye's Chair & NED Forum, January 2026

It showed that for all the risks and concerns, Chairs and NEDs see plenty of opportunity too. The question is how to ensure an organisation has the right strategy and then the leadership team, skills and culture that delivers results. Andrew Darfoor, Chair of Capita Pensions Solutions and a Board Mentor at Criticaleye, said: “The Chair ensures that management concentrates on execution and the Board is focused on long term direction and strategy.  

 

“And I sometimes think that as NEDs, you have a distinct advantage, because you've got the time and the unique perspective to essentially anticipate disruption and explore avenues beyond what management has the bandwidth to do.”  

 

A source of debate during the Forum was around independent directors not straying into operational areas. In theory, it’s something that shouldn’t happen, but there are occasions when NEDs might have to temporarily take a more active stance. Andrew explained: “When you're going through an existential crisis and there is a lack of confidence in a management team, there will probably be a period where the Board needs to get stuck in and be on the dance floor – not the balcony –  to understand the issues and address them."

 

There are lines to observe, but a good Board will be proactive, engaged and supportive of the executives. Matthew Blagg, CEO of Criticaleye, commented: “The hallmark of a high-performing Board is trust. I do believe it’s more important than ever at present given the huge levels of volatility.   

 

“The executive and non-executive directors need to be driving each other forward in a way that’s both supportive and challenging. Good Boards won’t shy away from debating the more gnarly issues. I genuinely think Chairs, NEDs and executives are going to struggle if they can’t have those difficult conversations.”    

 

It’s something that requires openness between the executives and non-executive directors. Shefaly Yogendra, Senior Independent Director at Temple Bar Investment Trust and also a Board Mentor at Criticaleye, noted that “Boards need robust horizon scanning where uncomfortable things can be surfaced”. She added: “We need strategic stamina. We need to do the intellectual work required to challenge our own thinking." 

 

Shefaly noted the need for discipline and high-quality governance. “I would say we mustn't confuse the outcome with the process,” she told the attendees. “Sometimes, when the outcome is good, people don't care if the process was terrible. However, the only thing we really control when we are making future-oriented decisions is the process. If the outcome is terrible, then it's a different conversation altogether.” 

 

Pretty much every executive and non-executive director will tell you that a lot is coming their way at present. One of the major themes during the Forum was how operating models need to change given the impact of new technology, whether it’s AI or, a little farther down the track, quantum computing.   

 

Nicola Hodson, Chair of IBM UK&I, commented: “The Chair has a real role in the annual strategy sessions – and Board meetings – to make sure that tech is being properly considered. Basic things like: Who are the startups in our industry? How are they building their business? What is their/our tech platform? How do we compete in the medium term; and make sure all of that horizon scanning is part of the strategy? It enables you to see where your business needs to adapt, from a technology point of view, so that it can stay competitive.” 

 

The Chair must work with the CEO to carve out the time for the Board to discuss longer-term value creation. That is not straightforward, given the size of Board packs, reporting requirements and the realities of operational performance, but it needs to be done. Nicola explained: “What does the business need to look like in 2030? I don't think you can see beyond that. You’ll need to have a transformation plan that gets you there, and the plan needs to cover the tech, the operating model and skills. How do we build the skills and talent? How do we train or retrain everyone over that period? Obviously, it needs to include operational resilience too.” 
 

Getting on Top of Cyber

 

One of the primary risks for Boards remains cyber. Steve Mason, founder, Director and CEO, Nova Blue Technologies, said: “Most of us in this industry think it's just a matter of time until someone is struck off being a Director because they weren't taking their responsibilities in managing risk, and specifically digital risk, effectively.”  

 

While acknowledging that progress has been made when it comes to awareness and putting tighter security measures in place, he argued that more needs to be done given the growing nature of the threat. “I don't believe that you need decades of experience in managing cyber risk and incidents. On the flip side, the Board absolutely does have a role to play when it comes to ensuring that the organisation has the conditions for success, in terms of managing digital risk.”  

 

He continued: “A key question that a Board needs to be able to ask and get an answer that they trust … is: ‘What is our overall cyber risk that we're carrying? And is that inside the envelope of risk … that we're willing to accept as an organisation?’”  

 

It comes back to those around the Boardroom table being proactive, questioning and curious so that they are both supporting and challenging the management team. Creating that combination of robust processes, good governance and quality debate on key issues separates the mediocre Boards from those that are genuinely high performing.