Non-executive Director Playbook

Resources, by chapter

[1] Context

[1] The collapse of Carillion: lessons for NEDs - In the wake of another large-scale corporate governance disaster, non-executives must present greater challenge in the boardroom to protect their companies and stakeholders

[2] Time to abolish non-executive directors? - catalogue of disasters, with lessons for the NED.

[3] The governance lessons of Carillion's collapse - The collapse of Carillion is a lesson in how not to do corporate governance, and companies should see it as an opportunity to reassess their processes

[4] Carillon, PLC - UK GOV report into the collapse of this gigantic PLC

[5] What Boards Can Learn From The Wells Fargo Calamity - lessons in leadership and governance.

[6] RICS Case Study - from The Times, 17th Jan 2021 - charting an embarrassing chapter in the Institute’s long history.

[7] How does the RICS rebuilt its reputation? (Building, Feb 2021) - substantive article analyses the issues at RICS.

[2] Explore

[1] Cadbury Report, 1992 - commissioned by the FRC, London Stock Exchange (LSE) and accounting profession in the wake of a lack of investor confidence in the honesty and accountability of listed companies. The report set ‘the Cadbury Code’ for good corporate governance. The LSE required listed companies use the code as a compliance ‘check list’, explaining any areas of non-compliance. This was referred to as the ‘comply or explain’ approach, effectively giving the Cadbury Code statutory authority.

[2] Companies Act 2006 (UK Government, 2006) - the (rather dry) reference text defining the statutory roles and responsibilities of a director inPart 10 (A Company’s Directors)sections 171 to 177.

[3] Director’s general duties under the Companies Act 2006 (icsa, 2020) - useful 19 page synopsis of the companies act from a director viewpoint.

[4] Higgs Report (UK Gov, 2003) - Back in 2002, Derek Higgs (former executive of SG Warburg bank) was commissioned by the UK Secretary of State and Chancellor to conduct a short independent review of the role of non-executive directors in UK companies. The 126 page document was published in December 2003, offering guidance to both the NED and employing organisation. Archive of related materials; Useful summary of recommendations, circa one page written by PPE in 2003.

[5] UK Corporate Governance Code (FRC, 2018) - commonly known as the Code - sets out function of board and role of members including but not limited to NED.

[6] Comply or explain (FRC, 2012) - in depth treatment of this concept which is central to the operation of the Code.

[7] Is the Comply-or-explain approach working? (LSE, 2015) academic paper examining the practical operation of the ‘comply or explain’ approach.

[8] What is the role of the NED? (IoD, 2018) - short web resource setting out similarities and differences, categorised into functions of NED and responsibilities. Based on the Code

[9] Executive Director vs. Non-Executive Director (DiligentInsights, 2019) - short web resource comparing the NED role with that of executive director. Contains useful embedded links to more thorough detailed of NED role.

[10] What is a NED? (Edward Reed, 2020)- short document outlining the role.

[11] Understanding fiduciary duty (MasterClass, 2020) - web masterclass resource explaining this important director obligation. A little US / legal centric but still of value.

[12] Your friend, or corporate colleague is not always your fiduciary (Forbes, 2020) - example of what can go wrong - in a corporate setting - when fiduciary responsibilities are not clearly understood. US-centric, but of illustrative value.

[13] Director breach of fiduciary duties - UK case study of a director acting against the interests of the company in a property deal.

[14] Can incompetence constitute a breach of fiduciary duty? (Beaton, 2019) Short student law review article exploring the consequences of elasticity in the definition of ‘fiduciary’.

[15] Breach of fiduciary duties (McGuireWoods, 2019) - short web article considers the actions required of a dissenting director to comply with his duty to exercise independent judgment.

[16] The role of a NED - 6 minute YouTube video with a balanced, easy to understand outline of the role

[17] Polly Peck Scandal (BBC, 2012) - easy to read, but detailed case study of this notorious UK company disaster story.

[18] History of Financial Scandals (WhiteRose, 2019) - academic paper citing this interesting history of fraud from c.1720 to 2009.

[19] World-Class Fraud: How BCCI pulled it off (NY Times, 1991) - digital reprint of original article giving short synopsis of what happened.

[20] The Independent Director - the NED’s guide to effective board presence (book)

[21] Becoming a non-executive director (SpenserStuart, 2019) - 53 page guide to all stages of the NED journey. Well written, easy to read pragmatic guide aimed at those considering a board directorship for the first time, expanded and updated.

[22] Journey to NED (Deloitte) - detailed web resource aimed at the CFO but relevant for all backgrounds giving a useful overview of the whole NED journey.

[23] Critical Friends? The role of NEDs on Whitehall boards (UCL, 2018) - comprehensive (130 page) report by civil servants and researchers on the role of NED serving on government boards.

[24] NED Factsheet (CIPD, 2020) covering how non-executive directors (NEDs) differ from executive directors and how they operate within an organisation.

[25] The Wates Report (FRC, 2018) - governance principles for large, family owned businesses.

[26] The Wates Group Limited (Wates, 2021) - infographic-style fact sheet outlining the characteristics of the group.

[27] Non-executive Directors in a Family Business (IFB, 2021) - short guide for family businesses explaining the value that the NED brings and offering useful information on recruitment.

[28] FRC Plan 2022-25 (FRC, 2022) - how the FRC plan to morph into the ARGA over the next three years.

[3] Approach

[3.1] Targeting

[1] Seven questions all aspiring NEDs should ask (New Street Consulting, 2019) - high level but important questions to determine if the NED role is right.

[2] My first NED role(NED career services) - collection of short quotes and stories from ten NEDs securing different first positions. Produced by an organisation helping to place NEDS in their first role focused on how the NEDs uncovered the opportunity.

[3] Stepping up - a guide to getting your first NED role (Odgers Berndtson) - comprehensive 24 page PDF offering valuable advice to NEDs throughout the ‘approach’ and ‘engage’ stages of their journey (registration required). [synopsis, 28 Jan 21]

[4] Advisor or Non-executive Director? (Nurole, 2020) There is a clear difference between a Non Executive Director (NED) and an Advisory Board Member (ABM). Boards benefit from the input of both, but it’s important to understand their unique roles and to know when to draw on their different skillsets.

[5] Advisory Directors (Faleye et al, 2013) academic paper proposing a measure of the advising capacity of boards focusing on the distribution of committee assignments then study the characteristics and impact of directors dedicated to providing strategic counsel to top management.

[6] Competencies, skills and behaviours (Peak Performance Center) - useful guide unpacking these often confused terms.

[7] Competency out, capabilities in (ATD, Feb 20) - summarising the Association for Talent Development's latest competency model study.

[3.2] Intelligence gathering

[1] What to research before any job interview (glassdoor) - pragmatic, targeted, role independent advice.

[2] How to research a company before job interview (careers, 2020) - seven ways to find out what you need to know before the big day.

[3] 8 things you must find out about a company before a job interview (Coburgbanks) - want to avoid coming across as clueless and confused? Follow this simple advice.

[4] Intelligence cycle and process (Penn State) - overview of the cycle and its stages

[5] Job networking tips (helpguide.org) - this advice goes wider than NED role seeking but is straight forward, practical and relevant.

[6] How to use social media in job search (guardian) - short, pragmatic guide applicable at all levels.

[8] Best social media source for job hunting (balance careers, 2020) - review of the use of different site in the job hunting process.

[9] 9 ways to use LinkedIn to find a job (business insider) they reached out to career experts at LinkedIn andindependent LinkedIn specialists to find out the best ways to go about finding a job on the social network.

[10] How to use LinkedIn to get a job (TopResume) guide from CEO of LinkedIn on how to use the platform for job hunting.

[11] How to research a company(Guardian, 2020) - much of the information you'll need to be an interested and well-informed candidate is easily available online.

[3.3] Application mechanics

[1] Board gender diversity and firm performance (Brahma et al; 2020) - academic paper examining the relationship between gender diversity, selected female attributes, and financial performance of FTSE 100 firms in the UK.

[2] UK Public Sector: GOV (GOV.uk) - links to 23 ministerial departments, 20 non-ministerial departments and 410 agencies and other public bodies.

[3] How Government Works (GOV.uk) - explaining who runs government and how government is run, as well as learning about the history of government.

[4] Public Sector Network UK - free platform for Public Sector News, Data and Information in the UK.

[5] What is the private sector? (Investopedial, 2020) - guide to the sector. US centric but a useful overview.

[6] Guide to the UK Public Sector Market (Oscar Research, 2015) - document with usefulhierarchical representation- shame its a little out of date!

[7] Overview of the UK Charity Sector (Prospects, 2020) - aimed at graduate job seekers

[8] What is the third sector, and what does it do? (Northbridge, ?) - university outreach overview of sector.

[9] Catalogue of UK executive search - web based index, including sector specialisation.

[10] Government Public Appointments(GOV.uk) - government website (‘portal’) including search facilities for all current appointments to the boards of a public bodies, government departments or advisory committees.

[11] InTouch - Source non-exec opportunities - organisation providing access to the latest opportunities, training courses, and networking events they need to help develop a more rewarding portfolio career.

[12] TheNEDExchange - provides expert help to individuals seeking non executive director positions/appointments and recruitment services to companies seeking to recruit a non executive director.

[13] VirtualNonExecs - membership network and all members receive consultations. Works with all members to craft the perfect non-executive director CV and is always available to speak to members to give advice and offer support on the non-executive director journey.

[14] NEDonBoard - the Professional Body for non-executive directors and board members in the UK

[15] How to find a NED role remotely - 56 minute webinar recorded mid 2020.

[16] First Flight NEDs - Specialist NED recruitment organisation.

[17] Odgers Berndtson - Chair and Board practice, including NED

[18] Edward Drummond - NED recruitment specialists

[19] NED Recruitment Agencies (Rainmakrr) - provides a short synopsis of different NED recruitment channels with short video points of view on the NED role.

[4] Engage

[1] Preparing for your NED Interview (Karl George) - Congratulations! You have secured an interview for a role as a non-executive director. Now, what do you need to know to maximise your chances of being appointed to the board?

[2] How to interview a NED (Drummond) - the insight provided to those doing the NED interviewing!

[3] Possible NED Interview Questions - (BoardDirection) - Australian guide, but useful and totally relevant in UK!

[4] Five questions NEDs often get asked at interviews (InTouch, 2020) - some straight forward questions that it’s useful to have an answer to.

[5] NED CV Writing Guide (Odgers Berndtson) - 24 page guide covering the mechanics of writing a compelling and appropriately structured and formatted NED CV for the digital age.

[6] Strategy for building a NED CV (CVstore) - explaining that a NED CV isn’t your “standard” CV and necessitates a slightly different focus

[7] How to write a NED CV and cover letter (Dynamic Boards) offers an easy to follow, seven step guide to success.

[8] Essential elements for a great NED CV (CityCV, 2018) - NED CV ‘must have’ items explained.

[9] NED CV Advice (firstflight) - easy to assimilate and follow advice in crafting a NED specific CV.

[10] How recruiters look at resumes (Ladders, 2020) eye tracking study analysing how recruiters look at CVs, showing that applicants have less than eight seconds to make an impression. Includes some hints to address the challenge.

[11] Writing impactful statements (Purdue University) - Top nine tips for writing an impact statement describing a program you have led, and its results.

[12] Impact statements in CVs - three steps for writing resume-centric impact statements.

[13] Pros and cons of open and closed questions - short PDF guide to the nature and usage of both types of question.

[14] Job interview chemistry: its a two way street - short web guide to this important topic.

[5] Embed

[1] On board - induction for new NEDs (Academy Ambassadors, 2019) - although written specifically for (education) academy trust board members this 36 page document gives an interesting structure to the first 100 days of a NED engagement.

[2] Induction of directors (icsa, 2015) - comprehensive PDF guide to executive director induction - most applies to a NED!

[3] Board member inductions (LeadingGovernance) New board members will want to contribute to the organisation as quickly as possible. purpose of this document is to help you consider what needs to be included in your induction programme.

[4] On Board - Guide for members of statutory boards (ScotGov, 2017) - guidance for all those appointed under statute to be members of the boards of public bodies in Scotland.

[5] How to become an effective NED (NEDonboard) - this note explains how to become an effective non-executive director (NED) answering frequently asked questions about the role and importance of NED and more.

[6] What is emotional intelligence? (positivePsychology) - what it is and 23 ways to improve it!

[7] What is emotional intelligence (school of life, 2017) - 6 minute video explaining the acquisition of Emotional Intelligence that helps us become better lovers, workers, friends and citizens.

[8] EY Board Agenda, 2021- five priorities for organisations operating emerging from Covid-19

[9] EY Board Agenda, 2020- eights priorities for organisations looking to thrive through a time of pandemic.

[6] Evolve

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jpalfreyman@me.com | @JohnP261