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What makes an effective Board by Isabelle Bearn-Fournier, 15/03/2011

07719348140 – ibearnf@gmail.comisabelle@ffplacements.co.uk

Management & Recruitment Consultant with experience of voluntary and public bodies; as well as of delivering results in marketing, operations, and business development in blue-chip and professional services’ organisations.

Currently working on recruitment assignments sourcing Non-Executive Directors, Chairpersons, and Executives.

BA, MBA, CIM, Dip in IP Law, SFEDI

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What control companies

SHAREHOLDERS have rights & limited liabilities BOARD: ‘mind & will’, fully accountable, directors are

directing not managing EXECUTIVE MANAGEMENT: owe duties to the

company, must act in its best interests POWER & AUTHORITY can be delegated from the

shareholders to the executive management RESPONSIBILITY: can be delegated from shareholders

to Board and executive management to Board, but the Board cannot delegate it

Follow the Corporate Governance Code principles: probity, transparency, focus and accountability

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Effective board

engaged collectively responsible Chair leads the board & CEO runs the company balance of executives and ‘independent’ NEDs no one individual has unfettered powers of decision strong, independent committees talk openly, respect each other views, share a common

vision regular review of its effectiveness

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A great Chair is one who

Communicate effectively to the shareholders, and shareholder views back to the Board

Set a relevant agenda ensure effective implementation of decisions style: Referee & mentor, coaching to maximise contribution of the NEDs & ensure good

dialogue between the Executives and the NEDs ensure annual assessment of the board’s performance &

that weaknesses -individually & collectively- are addressed recommend the succession planning of members

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Key differencesExecutive Directors Non-Executive Directors

Full time Part time

Day-to-day, hands-on Hands-off

Employed Self Employed

Contract of employment Letter of appointment

Not Independent Independent, Challenge

Line responsibility for employees No line responsibility

Executive responsibility No executive responsibility

Execute company strategy Review company strategy

Execute Board’s decisions Brings an outside perspective

Micro or internal knowledge from wider experience

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Recruiting

Structured recruitment process formal, rigorous & transparent procedures Right chemistry magic Board Job/person specification specifying the required technical

abilities, soft skills Best profile to fit the company’s culture Conflict of interests Objectives etc. to be included in the Contract or Letter of

appointment Induction & Appraisal Directors and Officers Liability Insurance (D&O) or equivalent

for your sector or company structure improving business performance through Diversity