The Non-Exec Perspective

It dawned on me over the Christmas period that I’m now entering my 15th year as a non-exec. This mostly made me feel old – broadly, ex-C-Suite become a non-exec after their full-time career, not necessarily during it – and I appear to have made a bit of a career of portfolio business. A bit like living in the same house for 15 years (we’ve since moved), it somewhat hit me that it’s now my career for longer than I realised. Unlike the house, though, I’ve no desire to move; the fire is perhaps as bright as ever.

Once more, my mother asked what I do for a living. Once more, I struggled to articulate it. It prayed slightly on my mind, to the point that I had to write it down. So here's my very long-winded way of explaining what a non-executive might (or might not) do...

What is a non-executive director?

I mainly get asked this by friends and (new) neighbours; it’s not always easy to explain. From my point of view, I see a non-exec role as both critical friend and fire-holder for the board of any given company. By fire – I mean, holding their feet to the fire. By friend? Obviously, my blunt nature will mean that I’ll say what I think whether it’s what they want to hear or not.

There’s a fine line between “non-executive” and “advisor”, and a slightly thicker line between “non-exec” and “exec” (at least in my head).

It can be very difficult to stay the right side of the line. To me, a non-exec – whether a director or not – has all the responsibilities that a director has. To keep the business healthy. To ensure it’s well run, on both a fiduciary and focused level. And to help keep the business on track (not to mention change track if the current track isn’t working!). It's more than just coaching an individual or two; and more than just advising specific situations. As non-exec, you're far more involved with the business as a whole, it means that little bit more to help guide it through to its successes and heights.

Where it gets slightly blurred is when the non-exec has a particular skill set. If I have one, I’d say it’s commercial – I understand sales, marketing and operational models; how to apply them, how to visualise them and how to enact them. But becoming pseudo-commercial director is the single that a non-exec would need to avoid.

It’s the same for anyone – I know some very smart non-execs, way smarter than I, who have more of a finance background. But their job isn’t to catch out the FD; it’s to support, to mentor, to engage when engagement is needed, and to get out of the way when it’s not.

Aren't you just talking about Business Coaches?

The advent of the Business Coach has confused this a bit. In my mind - which remains as limited as it's always been - a Business Coach merges a smattering of psychology with a good deal of training, mixes it up with a certain charisma, all to aid a particular person. It ends up with a cake that might look the same, it might smell the same, but it can miss a vital ingredient.

That ingredient is, bluntly, a lot of experience, both good and bad, of sitting in the same chair as the CEO, or the CRO, or the CFO. That experience involved staring down an abyss and wondering just what the hell you're going to do next. Sometimes, as an old Chairman once said to me, it wasn't so much as staring down it, but flinging oneself in and accepting we'd just have to climb the hell out.

Being a non-executive means embracing the business, truly understanding it, and then working alongside the board (which could be a single founder all the way through to a fully-formed team) to help apply a healthy mix of short-term tactic and long-term strategy. I might well get shot down, I might well have misunderstood, business coaches might feel they do the same thing, but it all seems a bit one-on-one to me, and anyway, they're generally trained to do their jobs; I made this up as I went along and have a deep 10 inch scar across my stomach for the trouble (another long story...)

What makes a successful non-executive?

I’ve lost count of the number of times I’ve been non-exec (mainly because I’m too lazy to keep count). Some have been very successful; others, not so. The successful ones – past and present – all shared a common theme, being more than a sounding board, but never stepping out of the role to be advisor beyond the board room unless that was requested, confirmed and, frankly, paid for!

When it didn’t work that once or twice (perhaps even thrice…), that was as much on me not recognising the fit required – I simply wasn’t it. I’ve had to learn that the hard way. This isn’t about everyone being all jolly and good friends; but that the relationship in and out of the board room has a solid footing, and that there is a genuine honesty and transparency between the non-exec and the board that they’re supporting.

The role of a mentor, always part of non-exec-dom, is never as straightforward as it might sound. I’ve found myself in positions where everything was agreeable; and as a result that wasn’t valued. Equally, being contrary for the sake of being disagreeable seems pointless. I certainly don’t believe anyone’s job is to be “devil’s advocate” (if you want to irritate me, just say it to me); holding the opposite view for the sake of debate is a long-winded way of just being a bit of an asshole.

Sometimes I’m just not the right mentor either. A few months ago, a Chairman role came up (asking, time-wise, for a few days per month) and all the signs were there that I’d move forward with that role. I liked the team, I loved the business, but the choice between myself and someone else fell to how similar I was to the existing team, and while I’m sure we’d’ve made hay, the decision came down to having someone a little different, potentially more challenging. It was all very respectful, and I wish them well (I somehow think they’ll do just fine without me anyway), but I won’t pretend I wasn’t a little disappointed!

Non-Executive roles don’t last forever. They’re not the same as an exec role. I sat happily with Conversion and Nomensa (simultaneously, but separately) for the best part of a decade before they were acquired (in 2020 and 2022 respectively). Others have simply ran their course, over perhaps a year or so, as the business is then positioned to carry on without me getting in the way.

Isn't it just advisory?

Sometimes, I find myself back in “advisory” roles. While there’s not a huge difference in terms of dealing with the board and their meetings, it can often also include a more specific role; for example, getting commercial or ops teams in order. It rarely involves becoming a director itself.

Directorship itself should not be taken lightly. I’m probably a little old-fashioned here. Those duties aren’t to be sniffed at; it’s not some badge of honour to be a director of a business, but a responsibility. Did I always think this? No. But as we mature in our careers, we eventually see things for what they are.

It’s a very broad phrase – “non-executive director” – and when applied to any business can require very different skill-sets. My area – start-up to small-cap – it’s a pretty big remit already. But add in FTSE or the big private companies, where the role takes on a deeper requirement in auditing or finance, and your range of non-executives narrows down considerably, with the skill-set required being a whole different beast.

And even then, there's sometimes more to it; such as the role I play at RTS Group. Being in automotive, it wasn’t the most fun industry during the pandemic. It’s a bit broader than Chairman, given the focus and time commitment (I think, for that reason, it’s called “Executive Chairman”). As a business, it’s changed a lot, but equally it's retained its reputation and quality, maintaining its position to continue to drive excellence for its clients. But that’s a story for another day.

When is the right time for a non-exec?

Broadly, as soon as the question is asked! Many start-ups are, of course, looking at cashflow and a cliff-edge in a few months. A non-exec isn’t a magic wand, it won’t make all your problems go away. But it should raise the challenges to the forefront and ensure that the business is both looking to solve them and looking beyond them.

Doesn’t it cost?

Sure. Very few people come for free, or for equity only. Sometimes you can get your investors involved, but most investors I know (myself included) separate investment from their day-to-day work. A non-executive may cost upwards of ￡40k or so a year. No, they don't have to invest this back into your business (talking about (S)EIS investments over the years is definitely for another article...). Yes, they're often the first not to get paid when things don't go well. There might even need to be a few share options involved.

But in return, a good non-exec can be a bit of a guiding light, supporting your business as it looks to grow, helping to form and articulate the strategy and, of course, be that critical friend as you travel towards your own destination, whatever form that may take. Just don’t think they’re some sort of full-time employee. It’s not a comparison; a full-time exec and a non-exec are very different animals.

Is this a sales pitch?

Not overly. Of course, like anyone, if I have time to help, and it’s really interesting, then sure, hit me up. At the same time, this is a genuine attempt to explain what I do, at least to my mother, who, after 3 days over Christmas, has returned whence she came with little idea. I doubt she’ll read this anyway. It doesn’t really matter - I just hope she’s not telling her friends that she doesn’t know what I do still, which, in the wrong circles, could mean I’m doing all sorts of weird things to earn my crust and pay the rent. Which would be a shame - being a non-executive is far more rewarding and engaging than that!

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