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9:00 am How to become a Non-Executive Di... @ Institute of Directors
How to become a Non-Executive Di... @ Institute of Directors
Oct 22 @ 9:00 am – 4:30 pm
How to become a Non-Executive Director – London 22 October 2019 @ Institute of Directors
Find out how you can obtain a Non-Executive Director position by booking a place on this interactive 1-day course. <img data-attachment-id='113603' data-permalink='https://nedworks.net/10-things-non-executive-directors-can-do-to-satisfy-their-legal-responsibilities/ned3-2/' data-orig-file='https://i1.wp.com/nedworks.net/wp-content/uploads/2015/04/NED31.png?fit=1500%2C883&ssl=1' data-orig-size='1500,883' data-comments-opened='0' data-image-meta='{'aperture':'0','credit':'','camera':'','caption':'','created_timestamp':'0','copyright':'','focal_length':'0','iso':'0','shutter_speed':'0','title':'','orientation':'0'}' data-image-title='NED3' data-image-description=' ‘ data-medium-file=’https://i1.wp.com/nedworks.net/wp-content/uploads/2015/04/NED31.png?fit=300%2C177&ssl=1′ data-large-file=’https://i1.wp.com/nedworks.net/wp-content/uploads/2015/04/NED31.png?fit=695%2C409&ssl=1′ class=’alignright size-medium wp-image-113603′ src=’https://i0.wp.com/www.nedworks.net/wp-content/uploads/2015/04/NED31-300×177.png?resize=300%2C177&ssl=1′[...]
9:00 am The Effective Non-Executive Dire... @ Institute of Directors
The Effective Non-Executive Dire... @ Institute of Directors
Nov 6 @ 9:00 am – 4:30 pm
The effective Non-Executive Director course helps you to be an effective non-executive director. It instils a real sense of what is expected of NEDs, and how you can meet the challenge. <img data-attachment-id='113603' data-permalink='https://nedworks.net/10-things-non-executive-directors-can-do-to-satisfy-their-legal-responsibilities/ned3-2/' data-orig-file='https://i1.wp.com/nedworks.net/wp-content/uploads/2015/04/NED31.png?fit=1500%2C883&ssl=1' data-orig-size='1500,883' data-comments-opened='0'[...]

Church of England Pensions Board – Trustee

Trustee – Church of England Pensions Board Recruiter: Campbell Tickell ltd Location: London Salary: Unremunerated Posted: 16 Oct 2019 Closes: 13 Nov 2019 Job Function: Trustees Industry: Not-For-Profit, Housing / Regeneration The Pensions Board has been providing pensions and housing for retired clergy for 100 years. We now assist over 40,000 people, manage funds in […]

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Sovereign Housing Group – Chair

Chair – Sovereign Housing Group Recruiter: Sovereign Housing Group Location: Basingstoke Salary: Competitive Posted: 16 Oct 2019 Closes: 06 Nov 2019 Job Function: Chair Industry: Charities, Construction / Property Sovereign is one of the largest housing associations in the country. With deep connections to our communities, we manage more than 58,000 homes across the south, […]

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The Cabinet Office – Chair

Chair – The Cabinet Office Recruiter: The Cabinet Office Location: Nationwide Salary: A non-pensionable honorarium of £8,000 is payable Posted: 16 Oct 2019 Closes: 27 Oct 2019 Job Function: Chair Industry: Public The Chair leads the Committee to act independently to advise Government and former Ministers on its decisions under the Rules. Applications are assessed […]

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What makes a successful non-executive director?

non-executive directors waiting for an interview

The role of non-executive director may be unique in having a job title that describes what the job isn’t, rather than what it is. Awkward and downbeat though the title may be, it does serve to emphasise what non-executives are not there to do.

They are not there to run the show, take the lead in driving strategic change, or be the visible face of the organisation. They absolutely are there to ensure that the right people are in place to do all these things, and to facilitate an environment in which they can do them effectively.

But for many aspiring non-executive directors, the central early lesson is that they need to take their hands and feet off the steering wheel and pedals, and let management do its job.

An effective non-executive director needs to be coach, counsel, mentor, adviser… and (where necessary) executioner

This can be a challenge for first-time non-executive directors. The very qualities that will have enabled them to be successful in their executive life will be the ones that they need to park at the boardroom door as non-executives. Successful executives will doubtless have been told at performance reviews that they are the kind of person that “makes things happen” or “gets stuff done”. For a non-executive, these things are now someone else’s responsibility.

This is not to say that non-executives don’t need entrepreneurial flair, strategic insight or strong operational skills—of course they should have some or all of these things. But the job of the non-executive director is not to do the doing.

Next, they must recognise the essential paradox or fault line that runs through the boardroom, namely that both executives and non-executives share the same responsibilities while having dramatically different levels of knowledge and interaction with the business. A senior executive lives and breathes the business round the clock, while a non-executive may contribute for, say, two days a month. This is asymmetric indeed.

Yet it is a critical responsibility of the non-executive directors, led by the chair, to evaluate whether the senior managers are the right people and, if not, replace them. An effective non-executive director needs to be coach, counsel, mentor, adviser… and (where necessary) executioner.

Shades of grey

A key starting point for aspiring non-executive directors is to understand the limits of the role and to recognise that the boardroom is a place of subtlety, nuance, interpersonal complexity and shifting lines of accountability.

Much of what matters in a boardroom is not what is said, but how it is said and the body language that goes with it. The boardroom is seldom a place of black and white, but frequently one painted in shades of grey.

The boardroom is seldom a place of black and white, but frequently one painted in shades of grey

So what do boards seek when they recruit non-executive directors? As you think about your “offer” as a non-executive director, it may be helpful to think in terms of both “skillset” and “mindset”.

“Skillset” can roughly be defined as an individual’s professional roles and accomplishments. In other words, what specific commercial skills do you potentially bring to the board?

It helps to be specific. While boards typically expect candidates to bring a broad sweep of commercial experience, they will also seek “spikes” in terms of specific strengths and attributes. These may include financial skills (for the audit committee), or ones relating to overseas markets, customer engagement, digital transformation, culture change, restructuring, or City-facing skills to name but a few.

Subtle differences

But if it is your skillset that gets you noticed for a board position, it is your mindset that will make the difference in terms of a successful first appointment. Because boardroom effectiveness is as much art as science. Subtle differences of temperament, style and the ability to absorb knowledge and challenge constructively are generally what divides a successful candidate from the runner-up.

There is no single “right” mindset. No board should comprise people whose styles are too similar. Successful boards rely on the creative tension that comes from assembling a group of people who think, feel and react in different ways.

They are capable of adjusting their views when the evidence so demands and are intellectually curious about emerging trends

But there are some common traits and behaviours that are shared by most successful independent directors. Good non-executives demonstrate their motivation, for example by investing time to understand the business, travelling to operating sites and taking an interest in people at all levels who work for the organisation.

They are not afraid to articulate and defend their opinions, forcefully if necessary, but always respectfully. They have good interpersonal and influencing skills, are “socially savvy” and able to flex their style depending on with whom they are engaging.

Most importantly, they listen and are capable of adjusting their views when the evidence so demands and are intellectually curious about emerging trends.

Aspiring non-executive directors naturally consider that it is their hard skills, their demonstrable track record, that will help them stand out as a candidate. Those qualities will be what gets them on to a shortlist. But it is an individual’s soft skills that truly mark out the exceptional non-executive director from the rest.

Kit Bingham is head of the chair and NED practice at Odgers Berndtson, which has produced a guide to getting your first non-executive director role.

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England Boxing – Independent Non-Executive Director

Independent Non-Executive Director – England Boxing Recruiter: England Boxing Location: Sheffield Salary: Competitive Posted: 15 Oct 2019 Closes: 29 Oct 2019 Sector: Media, New Media & Creative Contract Type: Permanent Hours: Full Time England Boxing is the national governing body for amateur boxing. It represents more than 17,500 members across over 900 affiliated clubs and […]

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Wimbledon Guild – Trustee

Trustee – Wimbledon Guild Business / Organisation Name: Wimbledon Guild Business / Organisation Sector: Not-for-Profit Business / Organisation Website: https://www.campbelltickell.com/careers_archive/trustee-wimbledon-guild/ Business / Organisation Type: Charity or Not-for-Profit Role Title: Trustee Remuneration: Pro Bono Role Description The Wimbledon Guild is dedicated to reducing social isolation and loneliness, helping people who are experiencing difficulties, and enabling older […]

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Sir John Kingman warns government over unfinished FRC reforms

UK parliament, governance reform

The author of a report recommending extensive reform of the UK’s financial reporting and audit watchdog is unhappy with its progress. Indeed, Sir John Kingman, the chair of Legal & General, has written a letter to parliamentarians revealing his concern that unfinished reforms to the Financial Reporting Council (FRC) means it could “drift on,” without the powers it needs.

The letter, sent to Rachel Reeves MP, chair of the influential business select committee in the House of Commons, notes that the recent Queen’s Speech, setting out the government’s legislative programme, failed to include action on FRC reforms.

Sir John concedes that some changes have been made to the regulator, including a new chair and chief executive, but there are key reforms needed to make it an effective body.

“The final crucial piece of the jigsaw, however, is legislation to put the new regulator onto a proper statutory base—and to give it the powers it needs to do its job,” writes Sir John.

“It is therefore disappointing that this legislation was not included in Monday’s Queen’s Speech.

“I clearly recognise that the government has many competing priorities. But given the unequivocal consensus around the need for change, I am concerned about the risks of letting the FRC drift on, half reformed and lacking the teeth that only legislation can give it.”

New watchdog

Sir John’s recommendations were published in December last year, chief among them the advice to do away with the FRC and replace it with a new body called the Audit, Reporting and Governance Authority.

In reality that meant remoulding the FRC to fit with Sir John’s recommendations, including the replacement of key people and the recruitment of many more staff to undertake enforcement and analytical work.

However, government has yet to place a bill before Parliament focused on giving the new body powers outlined in Sir John’s report.

Among the powers he called for were the authority to order a “boardroom evaluation” focused on particular areas of concern, “such as a specific examination of the effectiveness of the audit committee.”

Sir John wants the watchdog to be able to order “rapid explanations” from companies in response to concerns raised by the regulator. There was also a call for the watchdog to have the capacity to commission a “skilled person review” where there are worries about a company in relation to the regulator’s core objectives. Sir John also proposed the power to “order the removal of the auditor or an immediate retendering”, or order a board to put forward a “recovery plan” if needed.

In serious cases, Sir John sought powers for the watchdog to issue a report to shareholders proposing a “review” of dividend policy, or that they should consider sacking the chief executive, chief financial officer or, indeed, the audit committee chair.

“The review believes that, where the severity of the facts merit it, the regulator should have the confidence to do this,” Sir John’s report said.

Audit reforms

When he first issued his report, Sir John was scathing about the FRC. He wrote: “What this spotlight has revealed is an institution constructed in a different era—a rather ramshackle house, cobbled together with all sorts of extensions over time.

“The house is—just—serviceable, up to a point, but it leaks and creaks, sometimes badly.

“The inhabitants of the house have sought to patch and mend. But in the end, the house is built on weak foundations.”

This week the government issued a statement saying: “We are committed to implementing the outcome of Sir John Kingman’s review and will legislate to put the new audit regulator on a statutory basis as soon as parliamentary time allows.”

Despite Sir John’s concerns about the delay to FRC reforms, the government work looking at the audit market is not entirely finished. Though the Competition and Markets Authority has also made recommendations on changes to the structure of the audit market—including recommendations for joint audits and asking big firms to split audit operations from consultancy services—the government is till waiting for a report on the scope and quality of audit from Sir Donald Brydon that is expected before the end of the year.

A letter from the business secretary Andrea Leadsom said: “Together these studies will be the basis for long-lasting, proportionate and effective reform, many of which will require primary legislation. All must come together to form a strategically solid, coherent programme of change that will ensure meaningful, wide-reaching reform.”

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Think tank calls for legal reform to encourage progress on employee pay

remuneration, remco, pay, CEO pay, employee pay

When remuneration comes up as a governance topic its usually when the spotlight is on the hefty sums paid to those around the boardroom table. New research from a think tank seeks to change that by placing employee pay packets at the heart of the governance debate.

The Social Market Foundation (SMF) has called for a reform of the law to ensure workers can “share in the proceeds of growth”. The researchers also called for a new “kite mark” for businesses that would enable investors to see which companies are progressive on pay for workers.

According to Nicole Gicheva, joint author of the report, the proposed changes in the law would merely be an “update” recognising what good employers already know—that “paying and training staff well is good for business”.

She added that investors have a role to play too. “It’s not good enough to offer warm words about supporting responsible business. People want to know their pension savings are invested in a way that encourages firms to look after their staff properly.

“ESG investing can produce good returns and social benefits, but investors need to aim higher on labour standards. Just complying with labour laws isn’t enough—responsible investors should back companies that deliver rising wages and equip their staff with skills for the future.

“Too many British workers are still trapped in low pay.”

Transparency and responsibility

At the heart of proposals is Section 172 of the Companies Act 2006, the much discussed and debated clauses that set out the responsibilities of company directors.

The think tank wants to see amendments to this section, setting out a new responsibility for directors to “ensure and demonstrate that employees, at all levels of the company, are sharing in the proceeds of company growth”.

There is also a demand for new transparency measures that would see companies publish data on wages, progression, HR practices and training budgets to “put them under social pressure to support staff better”.

The researchers believe this plays well to an increasing interest among big institutional investment managers to place their assets in ESG (environmental, social and governance) funds, or responsible investing.

UK companies will this year begin publishing Section 172 reports, following regulations introduced last year. The think tank wants action on employee pay to be included in the reports.

As evidence of the growing interest around employee pay the SMF cites Southampton University research, which found that 85% of fund managers say that investment in workers is a key factor in their investment decisions.

The research also found that many investors believe Living Wage Accreditation—a certificate handed to companies for paying the UK living wage, currently at £10.55 an hour in London—can improve employee credibility; acknowledges the social benefits of living wages; and boosts staff morale, as well as reputation, recruitment prospects and staff retention.

When the SMF surveyed pension fund members they found that pay and conditions of employees was the second most important issue, only just behind financial performance and ahead of executive pay and impact on the environment.

“This suggests that the issue of low pay and training could be salient with investors,” the report said.

However, the SMF makes a further point. Pay is a significantly more important issue for younger investors, who are more likely to prioritise the topic above “pure financial returns”. That may prove significant as those investors begin to express their views to their pensions funds.

Shifting the debate

Though a perennial concern among politicians and economists, employee pay receives mostly indirect attention in corporate governance measures. Recent steps include demands for companies to publish gender pay gap information, while the latest moves will see companies forced to publish their “pay ratios”: the difference between the pay of CEOs and average workers.

Even the newly revamped UK corporate governance code only mentions employee pay in the context of executive remuneration, saying they should be justified using “internal and external measures, including pay ratios and pay gaps”. It also says remuneration committee reporting should included a description of “engagement that has taken place on the topic of pay with the workforce to explain how executive pay aligns with wider company pay policy”.

At the beginning of this year another think tank, the High Pay Centre, called for an overhaul of remuneration committees to turn them into “people and culture” committees, with employees among their members.

New terms of reference would include evaluating the “impact” on culture of rewards arrangements throughout the organisation. “For example by examining whether pay and benefits are aligned with the company’s purpose; whether they incentivise appropriate behaviours and performance; and whether differences in pay and reward levels are fair and proportionate.”

However, these efforts still focus on pay differentials seen through the prism of rising executive pay, or on corporate culture (executive pay levels are increasingly viewed by investors as a proxy for corporate culture). Reforms to governance and campaigning have ostensibly focused on shedding light on pay at the top rather addressing concerns about pay among workers. The SMF report clearly attempts shift the debate to new ground.

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Board + Audit And Risk Committee Member for Settle (Housing Association) – Board and Audit & Risk Committee Member

Board and Audit & Risk Committee Member – Settle (Housing Association) Location: Letchworth, Herts Date Posted: 10/10/2019 Closing Date: 30/10/2019 £7,500 per annum At settle we have just launched our new vision – to be the housing association in Hertfordshire and Bedfordshire by 2024 – together with an ambitious new strategy. Our purpose is to […]

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Welcome to Yorkshire – Board Member (Non-Executive Director)

Board Member (Non-Executive Director) – Welcome to Yorkshire Location: Leeds Appointment term: Three years. Time Commitment: Approx. 8 days per year Salary: Unremunerated. Reasonable expenses may be claimed. Welcome to Yorkshire is looking for people from a wide diversity of backgrounds with a passion for Yorkshire who can oversee the running and governance of the […]

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