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Exploring governance - getting board ready

Author: David Levenson

Published: 11 May 2023

In his second article in the “Exploring Governance” series, boardroom coach David Levenson talks about how to prepare to get onto a board, including his top five tips on how to become board ready.

As a NED, executive director, boardroom coach, advisor and governance trainer I have clocked up thousands of hours in board meetings. I closely follow changes in corporate governance legislation, codes and policies, and board practice in the UK and elsewhere. I like to keep an eye out for new thinking and insights for my clients, students and readers about how boards will develop over the next decade. I suppose you could call me a governance nerd.

I design and deliver public courses on governance for ICAEW’s Academy of Professional Development. My objective is to help directors to build trust and confidence in themselves, increase their influence inside and beyond the boardroom and raise their board’s collective effectiveness.

Over a 30-year career in boardrooms, I have observed some of the best and occasionally worst examples of corporate governance practice. The biggest frustrations have usually resulted from interminable discussions about operational matters which should have been dealt with by management, and reams of paper being expended on tedious, repetitive and uninformed reports which waste time and inhibit boards from carrying out their primary duties which are to:

  • set strategy,
  • take decisions,
  • seek assurance, and
  • hold management to account.

Anyone who has sat on a board for any length of time has probably shared the same experiences. Getting “board ready” is all about having the confidence, as well as the skills and understanding, to intervene when things are getting bogged down, or as occasionally happens, people get over excited and tempers frayed.

Here are my five top tips for getting yourself board ready.

1. Know the rules 

It often surprises new board members when they discover that there is no qualification requirement to be a director of a company or NED on the board of a non-profit organisation. That said, there is a raft of information that board members need to understand, not only from the Companies Acts but other branches of legislation, such as health and safety and insolvency law.  

In the UK, much of the regulation around how boards should function are governed by codes of governance such as the UK Corporate Governance Code issued by the Financial Reporting Council. Many sectors have their own codes. Always do your homework before stepping on to a board so that you know what your lawful duties are, and to which set of rules and codes your board is supposed to adhere.

2. Turn up!

Unfortunately, it is too often the case that non-executive directors (NEDs) turn up for meetings ill-prepared. Being a director on a board, whatever the circumstances is a serious commitment. Put time aside to read the papers and have a prepared view on every agenda item, even if you don’t get an opportunity to air it.

Be prompt and ideally early, especially for meetings in person. Try and engage meaningfully with your board colleagues before the meeting begins. Once the chair has called to order, be present and fully engaged.

3. Conduct yourself well in the boardroom

As Bob Dylan put it, there is a time to speak and a time to be silent. And nowhere is this timeless nugget of advice more relevant than in board meetings.

As a general rule it is best not to rush in with your opinion in board meetings, but take the room temperature by hearing what others have to say first. This is especially important when you are new to a board.

Above all, don’t hog the floor as this will quickly get you a reputation which becomes hard to shake off. Nobody appreciates a know-all on a board, even if the person really does know what they are talking about.

Learn how to build upon and feed off what others have already said. Be fluid and willing to adjust or alter your point when your turn to speak arrives. These techniques come with experience and practice.

4. Buy into the programme 

In my previous article, Why join a board?, I referred to the importance of finding a company or organisation with a mission and values that match your own. This is about more than just personal gratification and making sure your time is well spent. Section 172 of Companies Act 2006 places a duty on directors to promote the success of the company for the benefit of its members as a whole.  

While S172 doesn’t apply to all limited companies, most businesses and organisations nowadays take seriously the issue of acting in the interests of the company’s stakeholders, be they shareholders (including minorities), suppliers and customers, funders, local communities or protecting the environment. As a board member you would be expected to understand, and if necessary defend, the impact of the board’s decisions for one or more of the stakeholder groups.   

5. Be a board ambassador

Following straight on, not only should directors be on the page, increasingly they need to be on message as well.

Some businesses and organisations will arrange for board members to have media training, but even if this isn’t available there are still some very clear do’s and don’ts when it comes to representing the company in public. Some examples, include:

  • Always refer to the organisation in the first person, say “we” not “they”.
  • Follow the media, including social media. Be aware of what “we” have been doing.
  • Make sure your actions at work and outside the workplace reflect well on your organisation.
  • Finally, and most importantly, never disparage your organisation, its products and services in public.

Other articles in this series

About the author

David Levenson is an experienced executive coach, career strategy coach and board advisor. He is the managing director of innovative coaching practice Coaching Futures and runs two ICAEW Academy courses: Board Readiness, for anyone thinking of joining or who has recently joined a board, and the High Performing Board Director, aimed at with at least two years’ experience in boardrooms.

More on exploring governance

If you would like to know more about what makes the difference between good and great in the boardroom, David Levenson will be writing a series of articles for ICAEW’s Corporate Governance Community in the coming months. He will introduce his Ten Steps to Become a High Performing Board©, as well as revealing the key competencies needed to be an effective board member.

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