Non exec / chartered director supportJohn qualified as a Chartered Director by the Institute of Directors (IoD), London in 2016 following the recognised three stages of learning for such a qualification as well as experience gained from three years as a non executive director at the VHI, the largest private health insurance company in Ireland. Apart from membership of the main board, his experience included chairing the Board's sub committee on Cost Management (and Medical / Healthcare Affairs) as well as membership of the Strategy, Risk Management and Compliance, and Internal Audit sub committees. Why engage non executive directors (NEDs)?
A key decision for any entrepreneur is recognizing and accepting that they need managerial support. All too often this happens at the point of seeking external investment where many young companies are told ‘you don’t have enough experience, come back when you have a CEO’. A company does not have to be well established to bring a non-executive director onto their board. Many investors advise that start-up companies recruit a non-executive director for their organisation. Whether a temporary appointment or a long term one, the non-executive director can contribute a lot of knowledge, experience and potentially contacts to the business. The objectivity and experience of the non-executive director can be a great asset for a range of businesses, including start-ups, and particularly at times of significant change or upheaval. Why engage a chartered director? A chartered director combines the exacting training provided by the Institute of Directors and the experience gained from membership of a significant commercial board. A chartered director has the all-round skills, knowledge and understanding essential for successfully directing an organisation from a strategic perspective. Being a chartered director is built around a set of competencies, designed to promote and champion the highest standards of professional competence. These competencies, developed by the IoD, are based on consultation with the most experienced of directors, alongside research and best practice distilled from the IoD’s extensive experience of working with senior leaders around the world for more than 110 years. It sets out the knowledge, skills and mind-set that a director needs to perform effectively as a board member. The director competency framework is built around three dimensions, namely:
Why a qualification from the Institute of Directors? The IoD is the most prestigious institute in the world to offer internationally recognised qualifications designed by directors for directors under Royal Charter. It is also the longest running and leading business organisation that promotes professionalism amongst directors. It reflects the full spectrum of international business leadership. As both a non executive and a chartered director, John looks forward to bringing value not only to your board but to the entire organisation as well. Governance, strategy, risk, compliance, leadershipGovernance The UK Corporate Governance Code outlines best practice for this country. Corporate governance is the system by which companies are directed and controlled. Boards of directors are responsible for the governance of their companies. The purpose of corporate governance is to facilitate effective, entrepreneurial and prudent management that can deliver long-term success to the company. Corporate governance is different from management because governance must be external to the object being governed. Governing agents do not have personal control over, and are not part of the object that they govern. Corporate governance is therefore about what the board of a company does. It is to be distinguished from the day to day operational management of the company by executives. The UK Corporate Governance Code provides a guide to a number of key components of effective board practice. It is based on the underlying principles of good governance: accountability, transparency, probity and focus on the sustainable success of an entity over the longer term. (Probity means integrity, uprightness and honesty). It is easy to see why investors and indeed other stakeholders, as soon as they become involved with a company, require proper corporate governance. Strategy Strategy is about creating value in the long term for the principal stakeholders of an organisation. This means setting the long term direction for an organisation and the means by which this is achieved. The nature of “long term” is dependent on the industry that a company finds itself in. For say retail businesses, a three year time horizon may be appropriate, whereas for a capital / asset intensive business, a longer horizon may be more appropriate. One of the primary reasons why strategy is a key task of the board is that strategy essentially involves the deployment of the primary assets and resources of the company. Strategy is generally carried out against a background of conflicting priorities and expectations and a potential hierarchy of risks. Directors must ensure that the risk framework is understood and acceptable to the key stakeholders. Strategy needs to be driven from the top and it requires visible commitment. It is an area where “groupthink” amongst executives has to be avoided and is where appropriate challenge by an independent director is vital. Risk Risk is the potential of gaining or losing something of value. Risk is the intentional interaction with uncertainty. Risk is a consequence of action taken in spite of uncertainty. Risk management explicitly takes account of uncertainty, the nature of that uncertainty, and how it can be addressed. The purpose of risk management is to create and protect value by helping an organisation achieve its objectives. There are a number of principles and approaches that explicitly assist an organisation in managing its risk. ISO 31000 defines risk as the “effect of uncertainty on (corporate) objectives”. Generally a board and its directors provide oversight as regards the risk framework of an organisation. It is critical that the board and management work together in building a “risk intelligent” organisation. Compliance Directors also have specific responsibilities as regards compliance. Compliance generally means conforming to given rules, specification(s), policies, standards or laws. Due to the increasing number of regulations, organisations need to focus increasingly on compliance programs. The minimum set of compliance regulations for any organisation involve heath and safety laws, whereas regulated industries such as insurance and banking have, on the other hand, many rules and regulations that must be complied with. Compliance requirements may sometimes be regarded as bureaucratic and as “red tape”, but they are often in place due to historical incidents and are designed to help protect a customer from” inappropriate” behaviour by, for example, a service provider. Compliance is an ever increasing – the most recent example being that of the EU directive on GDPR – the General Data Protection Regulation (GDPR) which requires businesses to protect the personal data and privacy of EU citizens for transactions that occur within EU member states. For directors, compliance is closely tied into their fiduciary responsibilities as well as personal and company ethics. Fiduciary responsibilities of directors occur as they are entrusted with the care of money or property, and they are legally required to act in the best interests of others. Board directors are also responsible for intangible assets such as the reputation of the company and its role in the community. This moves them forward into ethics, which is the study of moral principles of right and wrong conduct and are value based (but is a matter of choice), but is different from compliance (which is a legal requirement). However, both are generally treated together at board level as they need each other for maximum effectiveness within a company. As a result, a director can be a very useful addition to the skill set of a company as regards compliance. Leadership A key duty of a board is to articulate the vision of a company, and help determine its culture and values. It must also assess the capability of an organisation to deliver on its objectives, considering its capacities and competencies. It must direct the implementation of strategies by empowering the organisation through the use of appropriate resources. It must review progress against goals and determine the overall performance of the organisation. In a word, it must provide serious leadership to the organisation. This board leadership ultimately comes from its directors, both executive and non-executive. |
