Landed your first NED role — Don’t know what is expected of you?

Now that you have landed a NED role, you might be worried that you don’t have a clue what the role entails. You gave the best pitch to the chair, your credentials are awesome, your fellow board members love your charisma and focus but deep down you feel a bit like an imposter. When I signed up for my PLC board role in the UK, I met Jacqueline who is a first time NED coach based in London and runs her coaching practice with her co-founder Margot in parallel with her own NED roles. I asked her a few questions on why she does what she does and what advice she has for first time NEDs.

1. Jacqueline tell us a bit about your professional experience? I can best sum it up as ‘varied.’ I spent 22 years in international business, working for Shell, McKinsey and Unilever in different countries. This provides the bedrock for my professional experience. All were terrific employers and gave multiple opportunities to learn different business skills and grow into leadership roles. I then worked for 8 years for the Dutch government. This strengthened and broadened my leadership experience and skills, as working in the public sector requires the ability to work with diverse constituencies on highly complex problems. I have now been a NED for over 10 years working for international companies in the UK, France, the Netherlands and Italy.

2. Why did you start Scheltema-Tammenoms? I have always looked for new opportunities to learn and contribute, and after 8 years working as a NED, felt it was time to add a new activity. Having been appointed as a first time NED to the Tesco PLC Board in 2009, I was very aware of the challenges for NEDs without relevant boardroom experience. I benefited greatly from the kindness of my colleagues willing to share their experience but felt that it should be possible to help new NEDs progress up the learning curve more systematically. Having enrolled in various courses to try and close the gap, I knew that the kind of knowledge needed was not offered in standard NED course environments. When discussing this with my friend Margot Scheltema whose Board career had followed a similar trajectory, we decided to define a course that would meet the needs of NEDs without a traditional background. We also felt the need for such a course would increase as new diversity standards (in all its facets) would lead to an increasing number of appointments of NEDs without previous boardroom experience.

3. What are the biggest struggles you find for first time NEDs? Struggle is a big word; I prefer challenge. I see three aspects which require a change of perspective and new skills. 

a) The first is being very aware of the difference between the executive and non-executive roles. As a non-executive, you can influence but not direct, except on existential issues like integrity or topics that fall under the Board’s remit like key appointments or remuneration.

b) The second is exerting influence and adding value without having as much information as the executives. This requires thinking very clearly about the issue on the table and bringing to bear perspectives that might otherwise be ignored. 

c)The third is the limited opportunity to contribute due to the time constraints in most meetings. This also requires preparing very strategically for what you want to contribute — and being ready to forego your contribution if another person has said it. It is not about you, but about the collective process.

4. How do these challenges differ in Plc. versus private companies? I serve or have served on boards in different countries, in different governance structures, with majority shareholders or fully listed, and on not for profit boards. Clearly the compliance aspects tend to be more important in listed companies. Otherwise the differences tend to be attributable to the personalities of the Chair of the Board and the CEO, their interaction, and how they see the role of the Board. I have seen a one tier Board act like a two-tier Board because of limited interaction between the CEO and the Board, and two-tier Boards function like a one tier board due to a high-quality dialogue. Therefore, the most important thing to investigate as you do your due diligence when thinking about joining a Board is to get a sense of the quality of the dialogue around the Board table.

5. What do you think are the key components of being a NED? I still like the role description and key qualities defined by Derek Higgs in the excellent Higgs Report (2003)

I would add the paramount importance of keeping an independent mindset, enabling you to look at every issue on the table with a fresh pair of eyes, and the need to keep abreast of relevant external developments. ‘Diverse’ members of the Board have a particular role in bringing in new perspectives.

Finally, as in any other team, it is important to develop an area of clear contribution. In my case I found that executive remuneration was an area where lack of prior knowledge was not a handicap and that I could learn a new set of skills. This has enabled me to chair Committees and to get into a virtuous circle of getting to know the company better as a result and improving my contributions accordingly.

6. Can you tell us a bit about the variety of NED roles you have personally done? What did you enjoy about them? What did you not? As I mentioned I have worked for Boards in different countries and also in a variety of industries, ranging from Universal Music owned by Vivendi to land reclamation carried out by Boskalis. The guiding principle is that I must feel the potential to ‘love’ the business when joining. In the case where I compromised on this aspect, I regretted it. I really enjoy learning about new worlds and working with my colleagues — I usually find it an absolute privilege of working with people of that calibre and experience. I do not enjoy the occasional sense that groups do not always make the best decision and Boards are not immune from this. As time has gone on, I have tried to become more skilful in seeing when we may be heading for a wrong decision and working with colleagues to address this. I must also say that, even after 10 years, it is not always possible to judge a situation correctly, so one has to proceed with caution as well determination. Discussing potential difficulties one on one with colleagues can be really helpful.

7. How many NEDs have you coached so far? What does the coaching program entail? So far Margot and I have completed our coaching module with 9 new NEDs and are working with 3 NEDs currently. I am happy to say a good mix of nationalities, m/f, age and background.

The coaching program ideally entails 6 sessions spread over a year within the first 2 to 3 years on a Board. Each session includes two parts: an hour or so of reflection on recent experiences at the Board table and looking ahead to future meetings, and an hour or so of structured knowledge transfer on a topic like the work of the Audit Committee, executive remuneration or strategic decision making. Before each session we send out a reading list with best practice materials on that topic. We designed the program to help others learn quickly what took us years to understand. The discussion of actual issues combined with personal experience brings a richness which more standard programs cannot offer — this is what we hope and what our clients also feed back to us. In some cases, depending on the client’s needs, we reduce the program to 3 sessions.

In all cases, if the client agrees and they usually do, we also talk with the Chairman to understand his or her priorities for the Board.

8. If you had to give one advice to first time NEDs, what would it be? Make sure you understand what your Chairman is trying to accomplish. You can be much more effective if you work with the knowledge of your Chair’s priorities. The Chair sets the agenda and guides the meetings. If you foresee a problem, rather than surprise the Chair, check in to make sure you have understood the matter correctly, and if so, how you can help steer the ship in the best way.

Well I hope this article was helpful, and if you want to learn more about Jacqueline and Margot please visit www.scheltema-tammenoms.eu . If you want to learn how to land your first NED role, you may find this article useful.