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non-executive director
Leadership Growth

9 Lessons on Being a Non-Executive Director

Ten years ago, I was invited to join my first board as a non-executive director. It was an advisory board to a business school. Looking back, I have learned a lot since then. In particular, there are several areas where board newbies in general make mistakes, behaviors that take time for most non-executive directors to understand, learn and change.

I sympathize because I have gone through this learning curve myself. Getting it right is immensely rewarding, and as I have taken on more roles, I know I have contributed as a non-executive director to a number of organisations.

What have I learned, what has gone well – and what am I still learning?

1. Non-executive directors are not executives

My main mistakes were around the ‘non’ part of ‘non-executive.’

I found a great blog with tips on being a non-executive director.  John Lockett, a CIPS fellow, is quoted: “Sometimes it is not our weaknesses that cause us problems, it’s our overplayed strengths.” He goes on to list a few typical issues, including “Disrespect for boundaries, in particular, encroaching on the work of the executive team.”

My encroachment was completely unintentional. I have run my own business for years, I can analyse problems and find solutions quickly. I am used to making things happen. So, when an issue came up around the board table, I would dive in with a mix of advice and offering practical help.

No. That was definitely not my role. A fellow board member took me aside and shared a few thoughts. There were a few ouch moments in this feedback, but I could see immediately where I was going wrong. The change didn’t quite happen overnight but I learned to step back, ask questions, and only dive in when I was invited. Even then I had to learn to set boundaries if I was asked to help the exec team.

2. Why are you there?

When I was getting my honest feedback, one of the things my fellow board member said was, “Why are you on the board? You are there for your strategic business skills, to help the board make the business school a success, not to be a hands-on marketing person.” It made me reflect on what my skills are and how I should best use them.

3. Challenging but supportive

I sat on one board with an amazing businesswoman – she was chief exec of one of the UK’s best known retailers. She didn’t say much in board meetings but when she did, it was always brilliant.

What she did was to ask the ‘perfect non-executive director question.’ I remember her asking the chief exec in one meeting “Do you feel you are pushing water uphill?”  There was silence and then agreement. So, this businesswoman went on to share what she did in these circumstances – focus on areas she knew she could influence and change and leave alone areas where she could not get people on board.

She avoided the trap of criticizing, and instead helped the chief executive look at the issue with a new perspective, empathized, but was also clear – don’t go on doing this.

4. Don’t be a motor mouth

In the early days, I had a view on most aspects of our board papers and discussion. I was too keen to contribute too much and in the process, lost impact.

What I eventually did was to read the papers and choose three or four maximum points that I was either concerned about to which I felt I could make a contribution. I then crafted my good non-exec questions and in the meeting tried to stick to these. Of course, I would add to other discussions as they arose in the board meeting, but what I tried to do was focus on a few key issues where I could really add value – not be the voice on everything.

5. Read the board papers

This wasn’t really a learning point, but I spent considerable time on board papers and reviewing in enough time to check out issues before the board meeting, if needed. I’ve watched a few board members over the years turn up unprepared. It wastes everyone’s time, frustrates the execs in particular (who have spent hours preparing the papers) and makes for very poor quality meetings.

I mentioned in a blog I wrote about how to chair a board meeting that preparation is probably 40% of a successful board meeting, in terms of the chair’s preparation. I don’t think the same ratio applies to non-execs, but preparation is a critical part of success.

6. Pick up some points outside the meeting

board meeting

Not all discussions are best done around a board table. Execs in particular can feel threatened or misunderstood by a non-executive director. I now try and pick up some issues outside the main meeting, where I know it will be more helpful to the execs but also achieve a good outcome.

7. The women issue

I was staggered to find on one board that a heated debate around succession planning became seen as a ‘women’s issue’ – just because three female board members happened to be in agreement with each other and not with the male board members. I have no idea what the lesson was from this, except to say if you are a woman, you can hit some really weird moments.

8. Doing the right thing

Integrity matters to me enormously, and I have never been afraid to speak up when needed. What surprised me, was how easy it is to be subtly pressured without realizing it. On one board, I was really concerned with a financial ratio – the amount being spent for the return to the business. I did some asking around to check that my gut instincts on this were right and I was confident this was an issue that needed addressing.

I was interested that other board members thought I was being personal – I didn’t rate the person heading up this area, but I am just not someone who does personal. It’s either working or it’s not. I found it quite hard to get others to understand why I was concerned but I stood my ground. I wouldn’t sign off a set of accounts with the targets for the year ahead. I was patronized by a few around the board – they were saying these accounts were just to say we were solvent, I said if we allowed these targets to continue everyone would stick to them.

board meeting

For me, the biggest learning curve came after the meeting. A fellow board member texted me to say ‘you were right to put your head above the parapet.’ My chairman asked if he could have a coffee with me; he didn’t exactly apologize but he did say he had missed this issue and I was right to get it raised and addressed.

This feedback did two things. I was reassured on my judgment – there were moments when I had questioned myself. I didn’t think I had put my head above any parapet – I saw it as doing my job, but others saw it as more.

I guess the lesson here is you have to be confident in yourself and not take the easy route. There were actually others thinking the same as me around this board table, but I was the only one raising it. It may feel lonely at times, but others may be looking to you to tackle the big issues as a non-executive director.

non-executive director

9. Where are the decisions being made?

I have heard it said that women can feel excluded at board meetings because key decisions are made in the men’s restrooms. Well, I haven’t hit that, but I did find there was a group of smokers who had the power base on one board. So, despite never having smoked and hating it, I joined them in the coffee breaks to ensure I didn’t miss out!

I have loved my time as a non-executive director and learned a lot about influencing and supporting others. This has helped me in so many areas beyond just boards. I am hoping to pass on what I’ve learned to others and to continue learning. You might also enjoy reading the 30% Clubs blog on Top Tips on Becoming a Non-Executive Director and One More Hill to Climb: Seeking Board Positions.

PRiME Author Julie England is currently working on a series of posts – Steps for Women to Join a Board of Directors.

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