Advice for Aspiring Trustees from Second Careers

How could a pro-bono Trustee appointment enhance your career?

Some of the senior executives on our outplacement and career management programmes are considering leaving conventional employment to embark on a plural or portfolio career.  This is usually fuelled by a desire for more variety, freedom and control over their time.  Of course there are pitfalls to the portfolio option: the difficulty in finding suitable roles, the amount of networking and marketing involved to identify them, and the financial cushion that might be necessary when off the corporate payroll.  Ideally they should look to find lucrative Non Executive positions before they leave their executive roles.  A perceived stepping stone to this is to find a pro-bono Trustee role in a charity.   Is this the right strategy?  What are the drawbacks?  Could a Trustee role enhance a corporate career as well as a portfolio one?  Should HR Directors encourage them for the experience they bring to an organisation?   I asked Trustees, charity executives and recruiters for their opinions.

The role of a Trustee: Boards and Committees

There are around 180,000 registered charities in the UK generating an annual income in the region of £50 billion.  Robin Nye, Chair of the Arthritic Association, told me that even though 84% of registered charities have less than 5% of this income, there are still thousands with greater income and operating costs than many SME businesses and far stricter rules regarding their governance.  All charities rely on the services of a Board of Trustees which is ultimately responsible for the way the charity is run.  Trustees are responsible for ensuring compliance with ever-increasing regulation in the not-for-profit sector as well as managing substantial investment portfolios in order to ensure the best return on the capital generated by fundraising.  They approve annual operating budgets and have the final say in grant allocation.

Many charity Boards now function with a structure of specialist committees such as finance and audit, marketing, research, HR and nominations.  These provide support for the operations teams and the development needed to achieve the charitable objectives.  Usually each Trustee is involved in at least one of the working committees.  Robin sees this as providing Trustees with a deeper knowledge of the overall working of the charity. He says it is a huge step change from the previous perception that Trustees only existed in order to "rubber stamp" operational initiatives.

What's the real time commitment?

'Far more than anticipated' is the consistent feedback from everyone I spoke to. The time needed as a Trustee can come as a shock to both you and your employer, if you are still in paid work.  As well as around four Board meetings per year, Trustees may need to attend eight or nine working committee meetings and be available for consultation on any project that embraces their specialist experience.  They can mentor members of the senior management team, participate in away-days and fundraising events and respond to email discussions and papers.  Sarah Illingworth is a Trustee of Breakthrough Breast Cancer as well as Director of Executive Search - Not for Profit at Veredus.  She says, 'In the last two weeks I've attended a full day board meeting, a two hour sub-committee meeting, two full days of interviews for a new senior leadership appointment and a half day meeting fundraisers at our research centre...... but I do it because I love it and I've learnt to manage my time really effectively.' It seems that the largest charities are run like large corporations and so may offer more limited opportunities to get involved.  The smaller ones, (where your first Trustee appointment is more likely to be found), will do a lot for very little and so will expect you to really roll your sleeves up and contribute.

How do you benefit?

As well as fulfilling your desire 'to make a difference', what else do you get for contributing all this time and energy? David Lale, Managing Director of Charity People, sees a Trustee role as providing useful experience both in governance and in running often large and complex organisations with a strong social purpose.  This helps you develop leadership skills and may be helpful in moving to an executive role within a charity.  David has noticed that Trustees discover a new found zeal for their day job too - a fresh perspective and something else beyond the grind of corporate life.  (He runs a programme to introduce people in the corporate sector to relevant charities and social enterprises with a view to becoming trustees, www.smartcareers.org.)

Clearly you have to believe in what you are doing and do it well too. You will be recruited for your expertise and committee working in particular is where you will put these skills to the test.  Betty Thayer is an expert on Non Executive Directorships - she founded exec-appointments.com and non-execs.com and has extensive Trustee and NED experience of her own.  She says that excellent networking opportunities can come from sitting on large Boards as well as  working effectively on committees.  These might lead to other paid or non-paid roles, although she warns of caveats to this which we will explore later.  Sue Harrison was Director of Business Strategy at the House of Commons and has been a Trustee of Hospitality Action since 2004. She feels strongly that you get out what you put in and sees it as a 'privilege to work with, learn from and be heard by some of the legendary leaders in my own profession.'

While being personally responsible for contributing your skills and experience, you are collectively responsible for the direction, success and governance of the organisation.  Everyone is technically equal on the Board (apart from the Chair) and this collaborative decision-making can provide fabulous development opportunities that HR departments could be more aware of.  The opportunity to argue your case and possibly challenge a majority decision can help you hone your powers of persuasion and confidence.  Sue Harrison has seen Trustees 'learn to use their personal authority as an equal voice with people who may be significantly more senior to them in their corporate lives.'   Of course the flip side of this decision- making is that if there is a significant disagreement you may find yourself in a position where you need to go with your principles and resign your trusteeship.

Choose your charity wisely

Smaller charities often struggle to find good people and may be seeking a Trustee because they can't afford full- or part-time staff for an Executive role.  Betty Thayer advises that you should make sure in advance that you know exactly what the role involves and get a written role description (which makes the charity think about what they want as well.)  She says, 'You should remember that as a director of a charity you could be liable if there are any legal or financial issues, so doing your due diligence in advance is important.  Check the accounts for the past five years.  Meet with all the key staff.  Check for inconsistencies like very high staff turnover or client turnover.  Do a thorough internet search.  You may even consider talking to the local newspaper journalists to see what their view is if any.  Finally, remember this is usually a three year appointment and if you are doing this to enhance your CV then quitting early because you did not do a thorough investigation (rather than a significant change in the organisation) won’t enhance your experience.'

Like any recruitment decision, think about the environment you have come from and how good your 'fit' will be.  If you have spent your entire career in a large, multi-national organisation that hires the top 1% of graduates,  it may not be easy to work with an entirely different group of people.  Betty has found that for some executives the ‘roll up your sleeves’ requirement of some Trustee roles is just too far from their previous corporate, strategic experience.  Equally while some smaller charities would probably love to have a former executive as a Trustee, the executives are required to spend the first six months learning, listening and asking rather than ‘telling’.  Some can find this very frustrating.

Is it a stepping-stone to a lucrative portfolio career?

We have established that charity roles round out your Board experience, develop your skills through committee work, can be useful networking opportunities, may help refresh you and help you grow in executive presence.  The experience and networking could help you find an executive role within the charity sector.  Are they necessarily a route to more lucrative NED positions?  The best preparation for those is still to reach the highest leadership level within the commercial world first.  Betty Thayer says, 'I encourage young executives to take on a Trustee role early in their career so that they can get the experience of being on a Board and meet other Trustees to learn from their experience.  Starting cold from an executive role, particularly if you did not have board experience, takes time and for some people they are never able to achieve the earnings they had hoped for.  The best way to head towards more lucrative Board roles is to plan your portfolio well before you decide to leave full-time work'.

 Peter Wain is a Founding Director of Hanson Green, the specialist search firm in the appointment of non executive Chairman and Directors.  He makes the point that there isn't a direct correlation between charity and commercial roles  because the composition of charity Boards is different (they are bigger than the average PLC board) and with a different purpose and governance structure.  He recommends that executives looking for their first NED roles should at least be on an executive committee of a PLC board or, in a truly global business, running a very large business within it.  Like all the people I spoke to, Peter sees trustee roles as hugely worthwhile and enjoyable, but warns portofolio careerists against filling up all their free time with too many not-for-profit roles.

Thank you to all the very generous contributors.  Feedback always welcome!   If you would like to find out more about the work of Robin Nye's Arthritic Association (trustee meetings are held in London and/or Sussex) please contact membership@arthriticassociation.org.uk.  


Zena Everett
Second Careers: Executive coaching, career development and bespoke outplacement programmes.
New enterprise outplacement programme specifically for individuals wishing to work for themselves to be launched later this month.
Talk to us about our in-house programmes to help your staff build confidence and achieve goals.
Coaching available in English or French.

www.second-careers.co.uk.
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Contact Zena: zena@second-careers.co.uk

A New Generation of NEDs

Critical Eye is an excellent member organisation that publishes regular articles on topics of interest to Board Directors.  This recent article by Matthew Blagg makes for interesting reading.

A New Generation of NEDs

If the requirements to be an effective NED have changed, it’s because the role demands the ability to add genuine value to a business, and that the expectations around performance have increased markedly. The net outcome of this means enhanced levels of commitment in order to do the job well, along with greater risks, not least in terms of reputation.

Contrary to what many may think, there is much to be welcomed here. Lynn Drummond, Non-executive Director of technology business Consort Medical, says: “There is almost a generational shift happening, and with that a more positive reaction to the greater responsibility. There is lots of expectation around NEDs now and of course that means preparation, networking and solving business issues, rather than just accepting things that come in the board pack.”

Ian Durant, Criticaleye Advisory Board Member and Chairman of property developers Capital & Counties, says: “[There is] more public and political scrutiny of public company governance, more active shareholder attention, a harsher regulatory environment and a greater understanding of the risks involved [since] the financial services collapse... Time commitments for Remuneration and Audit Committees have increased substantially, and for a NED to contribute successfully overall, more time is required to be spent with the business.”

It’s a popular sentiment among Plc NEDs. David Shearer, Senior Independent Director of media concern STV Group, says: “A consequence of the economic, regulatory and business environment is that the amount of time and work outside the boardroom has increased substantially across all sectors, though particularly in financial services regulated entities. The degree of scrutiny to which board members are being subjected both by regulators and the City at large has increased as has the need for directors to keep themselves up-to-date.”

Choose wisely

The level of media, political and shareholder scrutiny means that prospective roles, especially in higher profile sectors, need to be judged more carefully. If something is perceived to go wrong, the dangers and liabilities may not be commensurate with the rewards.

Aleen Gulvanessian, Partner at law firm Eversheds, comments: “The risks, particularly reputational, have increased greatly. You are not going to get the most experienced and best qualified people to take on the most challenging NED and chairmanship roles in the financial services sector. For a number of them, especially if they have had 30 years of brilliant executive service, why would they put that reputation on the line for not a lot of money?”

While a chairman may receive what’s deemed to be a reasonable remuneration package, a growing chorus of voices are suggesting that the time and commitment needed to perform the role is not reflected in the amount earned. Robert Drummond, Chairman of clean energy business Acta, is passionate on this subject: “It’s about the overall skill and experience of the individual and with that the ability to stand up and be counted during testing times.

“Given what’s required to make a good quality NED, I do believe they have to be paid more. There must be a situation… where they are capable of earning the sort of salaries that attract the best people.”

The current mood and antipathy towards executive pay suggests that NEDs are going to remain on the same pay grade for a while yet. Besides, as David says, “full financial independence” is important as ultimately a NED has to be prepared “to resign as the final way of making a point”.

What is absolutely certain is that there is no shortage of motivated and experienced individuals looking to develop a portfolio career. John Allan, Chairman of Dixons Retail, tells Criticaleye: “Boards are more conscious of having a strong team of non-executive directors and the contribution that they can and need to make… I still meet a lot of people who want to become NEDs. I don’t think the liabilities issue is frightening most people off.”

This is where another change is occurring – the range and variety of people currently looking to take on NED positions. It’s well reported that boards are under pressure to address the gender balance, but as businesses look towards new markets to achieve growth a broader mix of skills and know-how have to be found.

“In structuring a board there is a need for a broad variety of skill-sets which can change over time, so as part of the board evaluation done annually the chairman should always ask the question: is the board fit for purpose?” says David.

The blend has to be right. John comments: “There is more focus on finding women, and on non-executives from outside the UK, and from outside a conventional business background. There is a lot of talent out there and maybe people are spreading the net a bit wider because they want to create greater diversity, in the broadest sense, not just in terms of gender within boards.”

Stop and listen

As for the qualities required to be a good NED, by and large they remain the same. Nicola Mumford, Non-executive Director of Harbour Ligation Funding, says: “The challenge for the new type of NED, who is reading all of the papers and getting well and truly stuck in, is to maintain independence and a bit of distance, as the more information that you have the more you’re likely to delve into the detail. It takes quite a lot of skill to take it all on board and step back afterwards, and that wasn’t such an issue when the information wasn’t at hand.”

John says: “The really good non-executives learn how to challenge without being aggressive or confrontational. There can’t be a stand-off in every board meeting between the non-executives and management; the ability to make a point, ask a question and raise a challenge without actually provoking a confrontation is actually a very important interpersonal skill which the best non-execs have in spades.”

The fundamental quality to being a good NED is flexibility. Roger McDowell, Chairman of engineering company Avingtrans, comments: “The role of the NED is changing only at the pace that business at large is evolving. So if you pick any of the trends that are happening in business, for example the increased internationalisation, then clearly this is something that NEDs have to keep pace with.”

In terms of actual governance duties and legal responsibilities, as defined in the Companies Act, there have only been modest changes recently. The day job for these highly experienced individuals is simply about knowing when to roll their sleeves up and get involved, and when to keep their counsel.

But to say that it’s business as usual would be a mistake. The range of qualities and level of involvement in understanding an organisation have grown since the financial crisis, which makes the role of the NED both more interesting and fulfilling for individuals and more important for healthy decision-making on the board.

After all, no business can afford to be the victim of ‘group think’ in this day and age.

I hope to see you soon.

Matthew Blagg

www.twitter.com/criticaleyeuk

 

Advice for Aspiring Non-Executives

The following article appears on the Financial Times Non-Executive Director website www.non-execs.com


December 2008
Betty Thayer is currently Deputy Chair of exec-appointments.com. She is also a Non-Executive Director with the Appointments Commission, and on the Board of Trustees of three charities, Bath Mozartfest, British Friends of the Piccola Academia de Montisi and the Church Urban Fund. She is also a Member of the Advisory Board of the Bath University School of Management and a Visiting Lecturer at Cranfield School of Management.

Betty Thayer, who founded exec-appointments.com in 2001, is retiring from the company this month after seven years as CEO. The Non-Executive Director was developed out of exec-appointments.com, along with our sister site MBA-Direct, so it seems fitting to conduct this month’s interview with our outgoing founder.

Before starting exec-appointments.com, Betty had a very successful career in consultancy with Price Waterhouse and Andersen Consulting (as they were then) and Ernst & Young. It was while she had an interlude in the corporate world, as Corporate Strategy and IT Director for Lex Service plc, that she got her own first non-executive role. Lex was a contributor to a lobbying group in London called London First who approached Lex’s chairman to see if he would like to be on the board. He didn’t have time but he felt that this would be a good management development opportunity for Betty so he suggested to her that she should take it on. At the time, 1996, this was quite an advanced thing to do. However, Betty says that increasingly companies are beginning to realise the advantages they gain by encouraging the layer of management immediately below Board level to take on a non-executive role with another organisation to get board experience and to get out and network with like minded people.

London First had a subsidiary board, which eventually became Think London. Its purpose was to attract inward investment into London but, despite that, there were no non-English nationals sitting on the board, so her American background provided a very useful fit.

When she was at Ernst & Young, Betty travelled extensively as part of her job but the travel took its toll on her health, resulting in a near fatal blood clot, so she decided it was time to move on to something new. One of the people she spoke to at this point was a head-hunter specialising in recruiting for senior positions who realised that there was no suitable online resource for executive appointments. He invested in Betty’s skills and expertise and exec-appointments.com was born – straight into the burst of the dot.com bubble!

Betty had been interested in portfolio careers ever since reading Charles Handy’s book The Age of Unreason – New thinking for a New World and then meeting him and his wife over lunch. He thinks that most people, once they reach a certain age, need a variety of roles to keep them interested and that the thirst for knowledge, and the thirst for variety, is never ending. So from the very beginning exec-appointments had non-executive and trustee roles and Betty was clear that she wanted to cater to people looking for a portfolio career. And of course at that time there were a number of business failures and a lot of people, many of them relatively young, were finding themselves out of work for the first time and looking for a new approach to working life. So the portfolio idea really began to get up steam and doing something around that just seemed to make sense.

On looking around, the only other relevant site she could find was the Independent Director site run jointly by the Institute of Directors and Ernst & Young. Betty wanted to develop a site that had much more depth to it and was broader in content. Despite having very few resources, she was so convinced that there was a need for something like this that they developed a shell of a site and employed a student from Bath University on a placement for six months to populate it.

By the time the site was ready to launch, there was already a database of potential candidates built up from the exec-appointments site, various conferences and events. At the same time exec-appointments conducted a survey jointly with IDDAS about portfolio working which generated a lot of PR. It all fell into place and The Non-Executive Director was born. “There wasn’t a resource like it anywhere in the world,” comments Betty “and there still isn’t.”

A relatively new development has been the various networking events which are held each year, and Betty feels that these are one of the highlights of her role. “I enjoy speaking anyway, but I really enjoy meeting all the people with different backgrounds and interests who attend,” she says.

The other highlight has been the CV coaching work that she has done and which she hopes to continue. If you would like Betty to give you the benefit of her vast experience, she can be contacted through exec-appointments.com or on betty@bettythayer.com.

Betty is also very excited about a new on-line product planned for 2009 which will be a really important initiative in non-executive director professional development, providing added value at a cost that’s affordable. The product is still at a relatively early stage of production but do watch out for further announcements.

So what are Betty’s own plans for the future? “Well, I’m going to take my own advice. I always tell people that it’s easy to say yes and difficult to say no and I’m finding that now myself. I have been presented with offers for several interesting sounding projects and I am having to be very careful not to load myself up with too many. I want to concentrate on a couple of areas and I also want to devote more time to my pro bono work.

I am on the board of several charities and I’m really looking forward to having the opportunity to devote more time to them. I have plans to do more writing and speaking. I’ve already been asked to speak at several conferences in the UK and abroad, and I’m looking to get onto the lecture circuit in India. I would also like to continue my coaching and mentoring work with a select number of people who want to benefit from my unique experience.”

Not perhaps one’s usual vision of retirement then.

And from her unique experience, what are the Thayer Top Three Tips for potential non-executives?

Networking “This is undoubtedly number one. At our recent workshop for aspiring non- executives, I thought one of our speakers, Chris Curling, made a really good point when he was saying that he has lunches planned every day for months in advance but he makes sure that they have a purpose. He eats a lot of lunches but he makes them work. When someone wants to meet up with me, I think hard about why I’m meeting them. I do my research, I find out what they are doing and I work out whether there are any ways we could work together. Otherwise you could just end up eating a lot of lunches and getting nowhere.”

Having the financial bandwidth “This is so important and why I always stress to people about planning their finances well in advance. When you have been used to getting a salary cheque every month it can be quite a shock when it’s not coming in any more, and you have to give thought to what you need to do to adjust your lifestyle to accommodate the change in circumstances.”

Planning your time “Make sure you have enough time to give to all your appointments. Board meetings all tend to be in the third week of the month. I’m not on that many boards but I’m already finding clashes occurring. Planning your diary well in advance is crucial.”

“And finally, remember that you don’t have to be someone famous or a known name to find a useful role. In my most recent appointment, as non-executive director of the Appointments Commission, they’d never heard of me before I applied, but my professional background made me an extremely good fit. As long as you have strong credentials, and you look for roles which your experience and background are relevant for, there’s no reason why you shouldn’t get an interesting and enjoyable role as a non-executive director.”

Career Advice for MBAs

Elon University Love School of Business alumni offer students advice during Homecoming 2011


Graduates of the Love School of Business shared career advice with current students during a panel discussion held during Homecoming weekend.

L to R: Thayer, Casullo, Tamer, Hairston and Serow.

Panelists included:

Jeff Casullo ’09, business technology analyst, Deloitte Consulting

Carl Hairston ’11, associate district manager-small business services, Automatic Data Processing

Claire Tamer ’11, inventory coordinator-cost accounting, IBM

Betty Thayer ’80, entrepreneur and founder of exec-appointments.com

The panel was moderated by senior entrepreneurship and marketing major Brian Serow.



During the discussion, panelists urged students to seek out opportunities and get involved during their time at Elon. They recommended students embrace class presentations and group projects; take initiative and become involved outside of class; participate in competitions; and find ways to make themselves stand out. These experiences not only provide networking opportunities, but also the chance to think and learn in the moment.

“You are always networking and you are always interviewing,” Thayer said. “Every interaction is networking. Take heed of how you look and act; you never know when you might meet someone.”

Thayer also stressed the importance of being financially literate and having the ability to understand financial statements and what the numbers mean for business.

Hairston said having a good work ethic is crucial when it comes to being successful. Students must be willing to work as hard, if not harder, than their peers.

When it comes to the job search, Casullo said, “Don’t take the first job just for the job. Figure out what you want to do and then go the place where you can learn the most.”

Tamer added, “Don’t limit yourself geographically. Take the chance, go on the adventure.”

The panel discussion was followed by the LSB Silver Anniversary Reception, which celebrated the school’s successes of the past 25 years.

For the full article click here

Written by: Rachel Vierling ‘12

Board Assessment - Challenges for year to year continuity

One of my business interests is Across the Board (ATB Governance Limited).  Together with Vanessa Williams of ClarksLegal and Josephine Crabb we have developed a bespoke approach to Board Assessment that has been applied at a major UK member organisation over the past two years.  An important tenet of Board Assessment is to ensure that the process is conducted over several years in order to understand how performance is changing. 

Our work for this organisation was prompted by a collective recognition that Board Assessment made good business sense.  Shortly before the second year of the process was initiated there were substantial changes to the organisation's management.  This posed an interesting challenge for all participants - was this the time to express their frustrations and ask for change, or should they sit tight and wait for the new management to settle in?

The interim team decided to forge ahead with the assessment so that the new board would have a better view of what they would face.  The resulting assessment has achieved its objective - the new management have been appointed and the report is serving as guidance for new strategic board direction.

Ernst & Young have recently published commentary of Board Effectiveness.  Richard Wilson, partner in charge of the Independent Director programme, suggests some due diligence questions for those considering a new board directorship:

1  How well do I understand the company's business and the business model it is following?
2  How do my skill sets and experience add value to the business?
3  How does what I bring to the board complement the experience that already sits around the board table?
4  What do I think of the chairman and am I convinced the board wil be led effectively?
5  What is my impression of the chief executive and the management team and is there enough initial engagement for me to make an assessment of their capabilities?
6  Do I have enough time to take on the appointment?

Ernst & Young publish quarterly BoardMatters.  To download a copy visit www.ey.com/publications.

The Nominations Committee

Nomination Committee

Contributed by Betty Thayer, Non-Executive Director Boyden UK Global Executive Search, the Appointments Commission and visiting lecturer at Cranfield School of Management’s Non-Executive Director Programme

1.0 Introduction

The Combined Code on Corporate Governance states:

“There should be a formal, rigorous and transparent procedure for the appointment of new directors to the board.”

It also says:

“There should be a Nomination Committee which should lead the process for board appointments and make recommendations to the board.”

Ensuring that the board as a whole has an appropriate mix of skills and experience is essential for it to be an effective decision-making body. As with other aspects of corporate governance, the company must be seen to be doing so in a fair and thorough manner. It is important that a nomination committee be properly established with a clear set of terms of reference and authority.

The nomination committee is also included in the European Commission’s February 2005 Recommendation to reinforce the presence and role of non-executive directors on listed companies’ boards and their committees. The composition and role of the nomination committee detailed in the Recommendation to Member States is consistent with that contained in the new Combined Code.

This chapter covers:

• appointments to the board and the duties of the nomination committee;

• balance of the board;

• employing external advisers;

• widening the pool of non-executive directors; and

• nominating and appointing chairmen.



2.0 Appointments to the Board and the Nomination Committee

A rigorous, fair and open appointments process is essential to promote meritocracy in the boardroom and ensure shareholder interests are considered. Following the Higgs Review, the Principles and Provisions underpinning appointments to the board have been considerably strengthened in the new Combined Code. This is augmented by the following supporting principles:

• Appointments to the board should be made on merit and against objective criteria. Care should be taken to ensure that appointees have enough time available to devote to the job. This is particularly important in the case of chairmanships.

• The board should satisfy itself that plans are in place for orderly succession for appointments to the board and to senior management, so as to maintain an appropriate balance of skills and experience within the company and on the board.

The nomination committee has responsibility for board appointments and for making recommendations to the board. A majority of members of the nomination committee should be independent non-executive directors, although there is no guidance on the overall size of the committee.

The chairman or an independent non-executive director should chair the committee, but the chairman should not chair the nomination committee when it is dealing with the appointment of a successor to the chairmanship. The nomination committee should make available its terms of reference, explaining its role and the authority delegated to it by the board.

There are many excellent examples of terms of reference for the Nomination Committee. Several of these are cited in the Appendix.

The nomination committee should meet at least twice a year and certainly in anticipation of the year-end for any actions required at the Annual General Meeting. The chairman of the committee should attend the AGM to respond to any questions which may be raised on matters relevant to the committee.

The nomination committee should also evaluate the balance of skills, knowledge and experience on the board and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment. Anticipating changes in the board are also important, particularly for scheduled rotations or retirements.

The Higgs Review states in its Non-Code recommendations that the company secretary should act as secretary to the committee and it is his or her responsibility to ensure that the committee is properly constituted and advised.

For the key appointment of a chairman, the nomination committee should prepare a job specification, including an assessment of the time commitment expected, recognising the need for availability in the event of crises. A chairman’s other significant commitments should be disclosed to the board before appointment and included in the annual report. Changes to such commitments should be reported to the board as they arise, and included in the next annual report.

A separate section of the annual report should describe the work of the nomination committee, including the process it has used in relation to board appointments. For the appointment of a chairman or a non-executive director, an explanation should be given to demonstrate that an objective and open process was used which could include the use of an external search consultancy, open advertising, web-based services or other mechanisms.

Previous guidance has permitted smaller listed companies to allow the board to act as a nomination committee. This is no longer the case and Higgs recommended that “there should be no difference in the Code’s provision for larger and smaller companies”.

Appendix 1 to this article contains a summary of the principal duties of the nomination committee from the Higgs Report and attached to the new Combined Code.

An excellent detailed Terms of Reference for Nomination Committees has been documented in ICSA Guidance Note 031021.

3.0 Board Balance

The Principle on board balance, states:

“The board should include a balance of executive and non-executive directors (and in particular independent non-executive directors) such that no individual or small group of individuals can dominate the board’s decision taking.”

This has been developed in the new Combined Code by including a set of Supporting Principles as follows:

• The board should not be so large as to be unwieldy. The board should be of sufficient size that the balance of skills and experience is appropriate for the requirements of the business and that changes to the board’s composition can be managed without undue disruption.

• To ensure that power and information are not concentrated in one or two individuals, there should be a strong presence on the board of both executive and non-executive directors.

• The value of ensuring that committee membership is refreshed and that undue reliance is not placed on particular individuals should be taken into account in deciding chairmanship and membership of committees.

• No one other than the committee chairman and members is entitled to be present at a meeting of the nomination committee, but others may attend at the invitation of the committee.

4.0 Employing External Advisers

The vast majority of non-executive directors find their positions through people they know. In listed companies, it is inevitable that there are networks and cross-directorships which will encourage the appointment of people who are known to individual board members.

Since the Review was published in 2003, there have been significant changes to the ways in which listed companies find and appoint non-executives. The important point here is that if the company elects to pursue a process that is not structured, does not consider a wide range of applicants and is not based on a brief, it will almost certainly open itself up to unnecessary scrutiny in the annual report.

One option is to employ advisers in the recruitment process. Benefits of this approach include:

• it is a way to gain access to a wider field of available candidates;

• it is evidence, both internally and externally, that a thorough and professional process has been used in making the appointments;

• even if the nomination committee has strong candidates in mind, it is also constructive to look outside and make comparisons with others who might also be appropriate;

• the use of advisers helps to preserve confidentiality; they can establish availability and check on potential conflicts of interest before the company’s identity is revealed; and

• advisers help to sustain the momentum of the recruitment process; because it is inevitably time consuming.

The key disadvantages to this approach include the costs and the time which the process takes.

Other alternatives include advertising the role in appropriate national and trade publications; using a web-based service (such as www.non-execs.com) to advertise the role; and publicising the role on networking sites such as LinkedIn. Various institutes now offer their members as possible non-executives, e.g. the Institute of Chartered Accountants in England and Wales, the Association of Chartered Certified Accountants and the Marketing Society. If a candidate with a particular background is sought, it is advisable to contact these organisations to advertise the role.

5.0 Widening the Pool of Non-Executive Directors

The composition of a board also sends important signals about the values of a company. A commitment to equal opportunities, which can be of motivational as well as reputational importance, is inevitably undermined if the board itself does not follow the same guiding principles.

Diversity amongst non-executive directors could spring from a number of as yet little tapped sources including: senior management just below board level, lawyers, accountants, consultants, private companies and the public sector. Also companies operating in international markets could benefit from having at least one international non-executive director with relevant skills and experience on their board.

Diversity does not have to mean gender or race. Many listed boards are made up entirely of current and former finance directors. Having a wide mix of functional talent is equally important.

For more information on this topic, see Chapter 3 of the Corporate Governance Handbook.

6.0 Nominating and Appointing Chairmen

An effective chairman is critical for fostering a constructive boardroom environment. However, current experience demonstrates some difficulty in finding able people for this demanding and important role.

It is essential to ensure that the process for appointing the chairman is robust and, therefore, it is worth re-emphasising four important principles fundamental to the process:

• the senior independent director, or deputy chairman if independent, should lead the process;

• a systematic approach should be taken to identify the skills and expertise required for the role and a job specification prepared;

• a short-list of good candidates should be considered, rather than possible individuals being considered in turn; and

• candidates with specific expertise in human capital should be considered. The CIPD runs a scheme for experienced HR professionals who are interested in non-executive, and particularly nomination committee, roles.

Appendix1 Summary of the Principal Duties of the Nomination Committee

Duties

The committee should:

• be responsible for identifying, and nominating for the approval of the board, candidates to fill board vacancies as and when they arise;

• before making an appointment, evaluate the balance of skills, knowledge and experience on the board and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment;

• review annually the time required from a non-executive director. Performance evaluation should be used to assess whether the non-executive director is spending enough time to fulfil his duties;

• consider candidates from a wide range of backgrounds and look beyond the “usual suspects”;

• give full consideration to succession planning in the course of its work, taking into account the challenges and opportunities facing the company and what skills and expertise are therefore needed on the board in the future;

• regularly review the structure, size and composition (including the skills, knowledge and experience) of the board and make recommendations to the board with regard to any changes;

• keep under review the leadership needs of the organisation, both executive and non-executive, with a view to ensuring the continued ability of the organisation to compete effectively in the market place;

• make a statement in the annual report about its activities; the process used for appointments and explain if external advice or open advertising has not been used; the membership of the committee, number of committee meetings and attendance over the course of the year;

• make available its terms of reference explaining clearly its role and the authority delegated to it by the board; and

• ensure that on appointment to the board, non-executive directors receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, committee service and involvement outside board meetings.

The committee should make recommendation to the board:

• as regards plans for succession for both executive and non-executive directors;

• as regards the reappointment of any non-executive director at the conclusion of his specified term of office;

• concerning the re-election by shareholders of any director under the retirement by rotation provision in the company’s articles of association;

• concerning any matter relating to the continuation in office of any director at any time; and

• concerning the appointment of any director to executive or other office other than to the positions of chairman and chief executive, the recommendation for which would be considered at a meeting of the board.

Appendix 2 Sources

Terms of Reference for the Nomination Committee

WPP

Aviva

Camelot Group

British Waterways Board

Moneysupermarket

Guidance notes from the ICSA

The Non-Executive Director’s role in Board Assessment

by Betty Thayer, Director, Across the Board

When I first joined a UK board in 1995 as a Strategic Director, I naively thought that the board just ‘ran itself’. Board papers miraculously appeared from nowhere. Agendas materialised as if by magic. I had no appreciation of the significant effort that the Company Secretary made every day to ensure the smooth running of the monthly board meetings.

Over the past 15 years I have served on and worked with a wide variety of boards. Of course each have had their unique characteristics. But looking back I can see that there are some common features:

• Most Non-Executive Directors (NEDs) are passive bystanders in the organisation, running and evaluation of boards; responding to requests and participating at invitation

• Board papers generally suffer from the issue of ‘more is better’; those preparing the papers assume that those reading the papers want to know every minute detail

• There is a skill in preparing agendas and board packs that is difficult to learn unless one has the experience of having to use the information to make decisions

• Boards are generally stuck in a rut with respect to agendas and discussion mechanisms so it is no wonder many of them do not have the time, or indeed interest, in doing board assessment.

I also observe that there appear to be several different camps when it comes to board assessment:

• Statutory obligation as a listed company. As with most things that are mandatory the level of excitement in conducting an assessment is akin to a long wait in the dentist’s office.

• Crisis-led assessment. When a major event triggers the need to re-assess the whole board – its members, activities and purpose – assessment becomes an interesting and meaningful activity.

• Chair-induced assessment. An undesirable or unusual behaviour prompts the Chair to use assessment to achieve an outcome. Often leaves an aversion to assessment in the minds of the recipients.

• Evangelical board reformer-led assessment. Someone on the board (often the lone woman) passionately believes in the need to ensure boards are robustly managed. Drags the rest of the community with them but generally in the end there is head-nodding that it was worthwhile.

• Vacant lot. Blank canvas. Never done it and has no idea what all the fuss is about. Usually open to be persuaded as long as the cost is reasonable.

So where are you in this varied landscape? And more importantly, where do you want to be?

The enthusiastic participation of the NED in board assessment is critical to success. But sadly many assessment processes tend towards the inevitable box-ticking that we all dread.

How do you avoid an unrewarding process?

• Ensure that the whole board understand the purpose for the assessment and are clear as to the expected outcomes.

• Poll the participants in advance about their positive and negative experiences with assessment. What can you learn to apply to this effort?

• Do the assessment in a relatively short period of time. A process that drags out because people’s diaries won’t accommodate it is doomed to mediocrity.

• Engage an enthusiastic facilitator who can make the process insightful, appropriately rigorous and enjoyable.
How do you know if the process has been a success? The proof is when the participants become mini-evangelists on their other boards.

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Betty Thayer is an entrepreneur, writer, lecturer and executive coach. Visit www.bettythayer.com for more information. Across the Board works with directors to ensure their board process are fit for purpose. Visit www.acrosstheboard.co.uk for more information.