Board Practice

As the ultimate servants of all the organisation's stakeholders, the Board needs capability, integrity and sensibility

Board Practice

Building a board fit for purpose and fit for the future has never been more important.

Regardless of whether you are an SME, Mid-cap, or PLC, having a board in place that meets your ambitions as an organisation requires a profile and range of skills that has changed exponentially over recent years. The non-executive director who joins your board to lend wise counsel, be concerned about governance and understands the foundation on which you are building as well as your strategy for the future, is an asset worth their weight in gold. Your non-executive directors need to eat and breathe the legal obligations of their role, be deeply committed to fulfilling their commercial and ethical responsibilities as well as reflecting the diversity of your markets.

Particular specialised skills are needed depending on whether the NED is to be Chair, an independent director or to head up a strategic committee such as remuneration, safety or risk. The effective NED looks at strategy, team dynamics, culture and organisational design.

This is why finding your NED from a database is no longer sufficient or satisfactory. The complexity of the role is considerable.

Brook Meadows’ integrated global executive search, interim management and professional development practice means we have a range of tools to provide an outstanding service, to locate and evaluate your prospective board members. When we have had the privilege to be tasked with this important mandate, candidates have complimented us on the rigour of our selection process compared to their experience elsewhere.

The law does not differentiate between a director, non-executive or independent director. Whilst sharing the same risk, the non-executive or independent director operates with less information and knowledge of the day-to-day business than the other directors. Not surprisingly, the remuneration needs to reflect the risk.

It is said that around 80% of household purchases are made by women yet they are poorly represented on FMCG company boards. Why?

The diversity of your board, in all its forms, is valuable as a clear expression of your values to your staff as well as your other stakeholders.

“We employ over 200,000 people in this company and we want to embrace diversity of all kinds.” said Starbucks chief executive Howard Schultz. He recognises the competitive advantage of a diversity strategy for hiring board members as much as in the rest of the organisation and the need for his business to reflect the market he serves. Smart Chairs and CEOs recognise the truth behind this.

Our international partner offices give us global reach to find diverse talent for your board – anywhere.

A non-executive director (NED, also NXD) or outside director is a member of the board of directors of a company who does not form part of the executive management team. He or she is not an employee of the company or affiliated with it in any other way. They are differentiated from inside directors, who are members of the board also serving as executive managers of the company (most often as corporate officers).

Non-executive directors have responsibilities in the following areas, according to the 2003 report by Derek Higgs commissioned by the British Government:

 

NED’s should also provide independent views on:

 

Non-executive directors are the custodians of the governance process. They are not involved in the day-to-day running of the business but monitor the executive activity and contribute to the development of strategy.

Independent directors are directors who apart from receiving director’s remuneration do not have any other material pecuniary relationship or transactions with the company, its promoters, its management or its subsidiaries, which in the judgement of the board may affect their independence of judgement.
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