Guest-blog: Roger Phare - A Nod to the NED – the key dynamic of the modern board

We welcome back Roger Phare as our guest-blogger, who is an accomplished Global Executive Director, equipped with a commanding track record over the past 37 years of bringing sound judgment and a strong commercial perspective to IT businesses, from ‘Mainframe to Mobile’.

Roger has been fortunate to have been part of the commercial computing lifespan. With a market-driven approach, which he has strategically supported, a number of organizations, both at significant Board, Executive and Regional Directorship and responsibilities. An expert in corporate governance and compliance and risk management; enjoying challenging the status quo and providing independent advice to Boards whilst maintaining sound judgment, impartiality and with integrity.

In the third of this series (view Part I and Part II ), we are going to look at the role of the Non-Executive Director (“NED”), which is a highly debated subject in today’s modern board.

To provide some background, before I hand you over to Roger, as an Independent Non-Executive Director and Executive Advisor on several companies, I talk with experience across the list of attributes required of a non-executive director, which is so long, precise and contradictory that there cannot be a single board member in the world who fully fits the criteria.

They need to be: supportive, intelligent, interesting, well-rounded and mature, funny, entrepreneurial, steady, objective yet passionate, independent, curious, challenging, and more. They also need to have a financial background and real-life business experience, a strong moral compass, and be first-class all-rounders with specific industry skills.

Chairmen and chief executives should use their NEDs to provide general counsel – and a different perspective – on matters of concern. They should also seek their guidance on particular issues before they are raised at board meetings.
Indeed, some of the main specialist roles of a non-executive director will be carried out in a board sub-committee (particularly the remuneration and audit committees), especially in listed companies.

The key responsibilities of NEDs can be said to include the following:
– Strategic direction
As ‘an outsider’, the non-executive director may have a clearer or wider view of external factors affecting the company and its business environment than the executive directors.
The normal role of the NED in strategy formation is therefore to provide a creative and informed contribution and to act as a constructive critic in looking at the objectives and plans devised by the chief executive and the executive team.

– Monitoring performance
Non-executive directors should take responsibility for monitoring the performance of executive management, especially with regard to the progress made towards achieving the determined company strategy and objectives. They have a prime role in appointing, and where necessary removing, executive directors and in succession planning.

– Remuneration
Non-executive directors are also responsible for determining appropriate levels of remuneration of executive directors. In large companies, this is carried out by a remuneration committee, the objective of which is to ensure there is an independent process for setting the remuneration of executive directors.

– Communication
The company and its board can benefit from outside contacts and opinions. An important function for NEDs, therefore, can be to help connect the business and board with networks of potentially useful people and organizations. In some cases, a NED will be called upon to represent the company externally.

– Risk
NEDs should satisfy themselves on the integrity of financial information and that financial controls and systems of risk management are robust and defensible.

– Audit
It is the duty of the whole board to ensure that the company accounts properly to its shareholders by presenting a true and fair reflection of its actions and financial performance and that the necessary internal control systems are put into place and monitored regularly and rigorously.
A NED has an important part to play in fulfilling this responsibility, whether or not a formal audit committee (composed of NEDs) of the board has been constituted.

Now I would like to hand over to Roger!

Thank you, Geoff, today I would like to discuss the role and ‘A Nod to the NED – the key dynamic of the modern board’.

Of all the Board positions the Non-Executive Director (NED) role is undoubtedly the most confusing. Not so much as to the expected outcomes of growth, compliance, shareholder returns and social responsibility but more as to the background and dynamics of the modern NED.

Why confusing?

Surely the NED role is the most historically formulated, culturally cultivated and legislatively defined of all board member roles.

Yet instead of being well defined and well-structured the NED requirement seems to be all over the place.

Part of the issue is that demand has rapidly increased due to factors such as legislation, compliance and business growth. This has spread the net further afield and created a demand over and above the previous norm.

The result of this demand there has seen “NED Membership” organizations springing up. I recently read as part of a membership promotion the following excerpt:

“If you have the right amount of experience to offer, you could become a Non-Executive Director. This could be an especially good option if you are approaching retirement because it can be a useful way to earn money without the pressures of being involved in the day-to-day decision making of a business.”

Whoa! This conjures up images of geriatric un-prepared old-boys rolling up for a four-hour board meeting; pontificating and story-telling before retiring to their local club for a large brandy and an afternoon nap in a dark leather padded armchair!

Nothing could be further from the truth for the modern NED. Guidance around “day to day” decision making is a critical part of the NED role. Four hours in the Boardroom can equate to four days spread pre and post-meeting guiding and assisting the CEO & executive team. It is serious business.

A related problem is that somehow a “one size fits all” approach to NED requirements has become the prevailing attitude. Other than “Chair” type roles it seems that there is little demarcation in the nature of the role nor organization in which the NED is required.

Contributing to this is the definition of organization types. Most understand the concept of listed or private organizations and the duties, responsibilities and remuneration levels required by and from the NED’s. When community organizations are brought into the mix then things really go off the rails.

It starts with the concept of “Not for Profit”, equating with the concept that NED roles being “Volunteer”. To start with, Not for Profit organizations should be re-branded “Not for Dividend”. In other words, they need to be governed and run the same way commercial organizations operate with a view to making a surplus; the only difference is that those surpluses are distributed to beneficiaries rather than shareholders.

This topic is probably the subject of a whole new thread but the point is that community organizations need directors with the same level of skill and due diligence as those in the commercial world.
The question is when an ad appears that asks for applications for a NED “Volunteer, expenses only”, who is going to apply?
Yes, there is a small percentage of experienced and talented individuals who are prepared to provide their time on a “pro bono” basis and these people are to be commended. Simply having time on one’s hands and looking for an activity is not necessarily a qualification for a board position.
Even worse, to a degree, is the concept of applying for volunteer positions to “gain experience” as a Board member. This can lead to frustration and disappointment for all parties.

Yet it is not all doom and gloom. Demand for high-quality Non-Executive Directors is increasing and it is generally acknowledged that the keys to success are the right recruitment, support, training and ongoing engagement. With these factors in place, NED’s can add significant value to all types and size of business.

So, here’s a nod to the new breed NED – exciting times ahead!