Episode Summary

Welcome to the NED Capital Podcast, where we explore the issues that matter to chairs, directors, investors and business owners when it comes to building stronger, more effective boards.Today, we’re looking at a question that is surprisingly often overlooked when a company decides it needs to appoint a Non-Executive Director:What does your board actually need?It sounds obvious, but many NED searches begin with a much less precise brief.A company decides it needs a NED and starts looking for someone with “good governance experience”, “strong commercial experience” or perhaps a successful former CEO.But that approach can produce a very impressive candidate who isn't necessarily the right candidate.Before starting a NED search, boards should ideally conduct a board skills audit.A board skills audit is essentially a structured assessment of the experience, expertise and capabilities already present around the board table. The objective is to identify the gaps that genuinely matter.And that gap should then determine the NED specification.For example, imagine a growing business preparing for an acquisition. The board may already have substantial general management experience, but perhaps nobody has significant M&A experience.Alternatively, an FCA-regulated business might have strong commercial and financial expertise but lack somebody with the specific regulatory and governance experience required for its next stage of development.A PE-backed company may need a NED who understands private equity governance, investor reporting and value creation rather than simply somebody who has previously held a senior executive position.https://www.nedcapital.co.uk/non-executive-director-recruitment/ https://www.nedcapital.co.uk/how-to-conduct-a-board-skills-audit-before-hiring-a-ned/So the first question isn't:“Who can we find?”It is:“What capability are we missing?”That distinction can completely change the quality of the search.A useful board skills audit should look at several areas.First, financial expertise.Does the board have somebody who can properly challenge financial assumptions, understand cash flow, assess investment decisions and contribute effectively to discussions around acquisitions or funding?Second, sector expertise.Does the board understand the markets in which the business operates and the markets it intends to enter?Third, strategic experience.Does the board contain people who have actually dealt with the next stage of growth the company is approaching?Fourth, governance.Does the board have sufficient experience of governance, risk, remuneration, audit and board effectiveness?And fifth, independence and challenge.Perhaps the most important question is whether the board has somebody who can provide genuinely independent challenge to the executive team and, where relevant, to investors or shareholders.This is particularly important because a NED isn't simply another adviser.A good NED should bring judgement, perspective and constructive challenge to the board.The right candidate therefore needs to complement the existing board rather than simply replicate it.One of the most common mistakes we see in NED recruitment is appointing another person with essentially the same background as everybody else around the table.If the board already contains several former CEOs from the same sector, adding another former CEO from the same sector may feel reassuring.But it may not address the actual strategic gap.Sometimes the most valuable appointment is somebody who b
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