COMMUNITY UPDATE

Criticaleye's Community Updates are read each week by Members, registered users, and subscribers globally. Click on any of the topics below to see the corresponding newsletter. If you would like to comment further on any of these topics, write to us via info@criticaleye.com.






Joining a board, either as an executive or non-executive (NED), is a crucial part, and perhaps the pinnacle, of the career of most business leaders.  But how do you secure such a role?

As competition for top roles is fierce, there are many reasons why you can lose out.  We asked two of our Associates, Peter Waine (Partner at Hanson Green) and Bernard Cragg (Senior Independent Director, Mothercare plc) to give their expert advice on how to secure one of these coveted positions.

Although life as an executive is hectic, both Bernard and Peter recommend starting your NED career while still in the c-suite, as it will give you an advantage  when compiling your portfolio after you retire. Alan Giles, NED at Rentokil Initial plc reflects "I'm not sure it can actually ever be too early to look for a NED role - after all, my first one was for Somerfield when I was only 39. Equally, given that the volume of the workload for a NED is often difficult to reconcile with a full-time executive role, it is perhaps never too late!"

Leslie Van de Walle, NED at Aviva plc and Criticaleye Associate, believes that, "You should start the process of seeking a NED role 18 months into an executive directorship. This gives you the time to settle your executive role and into board life, thus making you more qualified for a non-executive directorship."

Starting early also gives you parallel development in your corporate career, making you more marketable as a NED when you actually leave. "A good chairman should also try to develop executives by putting them on other boards," says Peter. "In fact, I can't think of a single chairman in corporate life that doesn't encourage us to find non-executive positions for the executive directors."

There are many documented downsides to being a NED – such as the legal liability, terms and conditions between the executives and non-executives, increased responsibilities and more committees. These all of course mean that NEDs have more work to do and are more exposed, causing some to ponder the wisdom of taking up a NED role in the first place. Alan agrees "Over the years, the responsibilities and workload (particularly the volume of reading and complexity of the issues) have certainly increased a great deal for NEDs (and continue to do so)."

"The new corporate governance code, Walker report, and FSA consultation on effective corporate governance all demonstrate the heightened interest on the role of the Board, its responsibilities and what is expected of directors. Many potential or even current non-executives may decide the benefits are not sufficient to balance the burden, while good non-executives with relevant experience of other boards will be of increasing value and interest to companies," says John Mills, Deputy Group Company Secretary at RSA Insurance Group plc.

Peter, however, believes these 'downsides' should not discourage. "I think there are many positive points about being a NED that are worth emphasising - you do it to teach and to come away learning. I never cease to be amazed when we've put someone on the board and I talk to them six months later, when they've only been to perhaps two board meetings with their new company, and they think it is extraordinary!

"One person I placed said, 'I made a routine, everyday comment and they all said, this is the most brilliant, perceptive comment they'd ever heard!'  He then said, 'Well, these are the decisions I make every day back at my company,' as he had taken for granted that others simply have not had those experiences."

There are some practical steps that should be taken before trying for an external NED role. "If you want to be a non-executive director you must get a board appointment somewhere in your organisation. Even if it's a subsidiary board, get that experience on your CV. It's an important issue," says Bernard.

Peter counters this. "In the past, we would say that you should not really be considered as a non-exec if you haven't been on a main board because that's where the budgets and strategy are decided. But a number of things have now happened, one being that many boards want greater diversity as they don't want the usual routine comments.

"The game is moving in favour of people that don't have main board experience because there are very few fulltime main board executive directors. We want greater diversity and are finding that boards now have got their building blocks in place and are saying that there's room for one more person who will see things slightly differently. We know that certain chairmen are prepared to listen to that."

It is important to carry out thorough due diligence when you are considering a role at an organisation. Bernard says, "During the process you should meet the chairman, CEO, the company secretary and the finance director. You should ask who the company secretary is because my experience is actually that good boards have good company secretaries. They are a key part of the governance and the information flow of the board. When things go wrong you need to have someone you can rely on and know that you can rely on the company secretary to marshal the resources of the company for the non-execs." 

Speaking with as many people as possible is key, as it gives an idea of the interpersonal relationships. In considering NED positions, Alan looks "carefully at the credentials and reputations of the rest of the NED contingent, and, in particular, the Chairman. I also do a pretty thorough search through what has been written about the company (including brokers' reports) and, in some cases, I have also asked to meet the CFO and/or Audit Partner." In addition, Leslie encourages looking at independent analysts' notes to get a complete overview of the City's views of the organisation.

Bernard adds, "Try to make sure that the chairman and chief executive are in the room at the same time when they interview you, as there is nothing worse than asking a question and finding the chairman and chief executive give a different answer on something quite basic. You want to make sure that their relationship works, as you want to ensure the chairman runs the board and the chief executive runs the company."

Although business people have been taught to think logically, make sure that you listen to your inner voice whilst looking for a NED role.  Bernard believes that entrepreneurs tend to follow their 'gut' more than professional managers. "This is something that developing non-execs can learn. If your gut tells you something is wrong and you don't like the CEO, CFO or both, then listen to it," he says.

Peter continues by saying, "Chemistry and corporate culture are key. Everything else can tick the boxes, but unless the chemistry or corporate culture is right, it is the wrong potential appointment for you. You shouldn't join a board to try to change it. You have got to accept the status quo and try to improve, a variation on a theme as to what that particular board considers acceptable. If it's not fun in the end then I'm afraid you shouldn't necessarily be doing it."

As the independent voice of the organisation, NEDs need to be able to say no and to stick by their convictions. "You must be able to challenge the main assumption and do so in a non-confrontational way," says Bernard.

Even the ideal candidate could have some 'blips' on their CV. Peter counsels that this is not something to be concerned with but rather you should admit to mistakes during the interview process. "We all have skeletons. Don't worry if you've made mistakes and don't assume that they are any greater than anybody else's. You could have gained more from those mistakes because you learned the lessons and have not denied them - you should get credit for that."

Peter gives his advice on what headhunters look for in candidates, "The best CV is one of an individual who is still in their early to mid-50s with three or four executive positions gathered over the years in two or three different sectors. That person would have joined a main board somewhere along the line, have had one non-executive directorship and would be about to give that up and seek another one. While it is now changing with diversity, that is the ideal combination.

"Finally, you must think you can have some fun with it, because if it's not fun it is a really gruelling, difficult thing. I didn't choose to be a policeman at the age of 19 and I still didn't want to be one at the age of 50, so if you're there to be a policeman, forget it - or you will fail," says Bernard.

If you have any comments about today's topic please get in touch.

I hope to see you soon,

Matthew