18 January 2024 By Guest writer Ian White
This blog originally appeared on Cranfield School of Management by Professor Ruth Bender and has since been re-written by Ian White.
Portfolio and other careers are now common, more and more people want to become non‑executive directors (NEDs). It’s a crowded market where supply heavily outweighs demand and a role that doesn’t suit everyone. Despite the regulation and governance codes surrounding a NED role, and responsibilities for those in listed companies, NEDs also have a place in family‑owned companies, those backed by private equity, and companies seeking growth and development, as well as in social organisations, charities, trade associations and government bodies. Different contexts will require different types of NEDs.
Here are ten tips to help you determine if a NED role is really for you:
People often want to be a NED without fully understanding what it really involves. It is important to appreciate fully what being a NED means and what you will be taking on. It is not the most remunerative of roles – many consultants and advisors are paid more without the same level of responsibility and liability (see below) and you may be better suited to these. If you want a greater appreciation of what the role entails, consider attending one of the NED courses now available such as the Cranfield NED Programme.
The NED role can cover a wide spectrum. You might be an ‘independent friend’, or a strategist, or a monitor, or all of these things on different days of the month. As with applying for any job, think about what makes you right for a particular role at a particular organisation.
The company will do due diligence on you before it makes an appointment, but you must do your own due diligence as well. Make sure you understand the business, the dynamics between owners and executives, and the people with whom you will be working. Ask around – for example, talk to people who know about the company – customers, suppliers and brokers for example. Unless the other people on the board share the same level of integrity as you, the boardroom could be an uncomfortable place. One practical step you can take is to ask to attend a Board meeting as an observer before you sign up – you can then see the Board in action and decide whether you want to work with the people in the room (and vice versa of course!) And due diligence doesn’t end when you are appointed – it is ongoing.
On joining the organisation ask about the proposed induction programme. It should be comprehensive, giving you a clear understanding of the mission and values of the organisation, as well as its strategy and operations. There should also be ongoing professional development for you in your role as a Director.
Indeed if you mention the word “retirement” you’re probably dead in the water as far as any NED role is concerned. It is no longer seen as a cosy position to take on while you take on some post executive leisure activities. Indeed, the age NEDs are recruited at has been coming down – it is not uncommon to find NEDs is their 30’s even on plc Boards. Being a NED is too important a role to be seen as a retirement activity so if you are going down the portfolio route, make sure you see it as a natural follow on from your executive career.
There are far more candidates wanting to be NEDs than there are roles. So you need to be ruthless in pursuing your ambition to secure a place on the Board. Getting your first NED position is always the biggest challenge: once you have one role you will be seen as a safer option to appoint to other boards. Networking -or NEDworking! Is key. Attend NED events and courses; mix with other NEDs and get yourself a mentor who is already a NED who can help you and act as a critical friend in pursuing your ambition. Perhaps most importantly, get a good head-hunter to champion your cause. While this can be easier said than done, most roles now go via the executive search community and without their support you will find it more challenging to secure a role. Effective networking and using a mentor my help open doors to the head-hunters.
Being an Executive is all about “doing” and implementation – it is largely an operational role. Being an effective NED means holding management accountable – providing constructive challenge and support. You will coach, mentor, advise and influence but it is up to others to execute what has been agreed. This isn’t always an easy transition to make (indeed it can be uncomfortable) – and indeed some NEDs never really make it which means they are not very effective non-executives. If you want to be primarily an Executive best to focus your career here.
If you are lucky enough to develop a NED career, don’t take on too many roles – or “overboard”. Also if the Letter of Appointment says the role is expected to take 30 days a year, that is when eventing is “business as usual”. If you have a crisis or any type of merger/acquisition activity then you can double or treble the time commitment. If you take on too many NED roles and they all have issues you won’t have capacity to undertake the work effectively. And if you are an Executive elsewhere, a crisis at the company where you are a NED will have to be your priority as it is personal liability (see below). So you need a supportive employer where you are working as an Executive. Certain sectors – notably financial services – limit the number of roles you can take. If you are going down the portfolio route, four roles is probably the maximum you should take on.
It’s true! As a NED you will have the same legal liability as an Executive Director but you will know much less about the business. You will need to understand risk and your legal and other responsibilities and regularly refresh your knowledge.
If you are going to be any use as a NED you must bring an independent perspective and judgement to your role. This means constructively challenging Executives until you are satisfied that they have reassured you about an issue and if not you should be worried! Most Boards have integrity but courage is a much more wanting feature. As one of the Codes once said – being on a Board is not necessarily a comfortable place and nor should it be! Be prepared to be in a minority of one and ensure you have courage as a NED!
So there you have it – good luck in finding your NED role!