"Tactics without Strategy is the Noise Before Defeat" Sun Tzu

As a Director, are you asking the right questions? Are you making the right moves?

We continue to find ourselves in an ever increasing volatile, uncertain, complex and ambiguous economic climate and I, for one, find that having access to clear guidance for the Directors’ landscape is always welcomed.

To that end, it has been a great pleasure to be a contributor to the book Effective Directors - The Right Questions to Ask (QTA), on behalf of the inspirational Charlotte Valeur, editor alongside co-editor Claire Fargeot.

I had the privilege of working alongside Charlotte at the Institute of Directors, where she was our second female Chair in over 120 years to lead the Board. ?Often referred to as a “Champion for Boardroom Diversity”, which I can testify to, Charlotte is also a visionary and engaging leader, an expert in corporate governance with a sharp focus on financial and solvency, stemming from her merchant banking background.?

This brilliant book is no love story, so if you are looking for a Mills and Boons style novel you are totally in the wrong isle.?Or, perhaps given recent trends, you are looking for more of a memoir. It is neither.

What it is, though, is great governance written by several leading business specialists within their fields - all of which will be expanded upon in a forth coming webinar series.

It is factual, useful, insightful - more than an operation manual.?It is not quite the Da Vinci Code but more the UK Corporate Governance Code with character.

Part I The Board is very helpful for those who are new to the Board or looking to strengthen the Board. Part VII Accounts are vital insights for any Board member or for any Board considering a takeover or merger.

My chapter, as dry as it may sound, The Roles and Responsibilities of the Board, is often completely overlooked in the Board room especially where self-interest is top of the agenda.

Afterall, when you are shareholder, chair and director it is quite easy to become conflicted.

It doesn’t feel like that long ago, although it was 2005, when there were significant Boardroom frictions at Wm Morrisons Supermarkets. The northern supermarket chain’s meteoric rise from a market stall in Bradford from 1899 through to being a FSTE 100 company and fourth largest supermarket in the UK, really began in 1952 when Sir Ken Morrison, aged 21, took over the business from his father, William Morrison.?Within 15 years, 1967, the business was floated on the London Stock Exchange and by 2004, in a ￡3.3 Billion purchase, it took over Safeway Supermarkets. ???

The acquisition of Safeway came with many challenges, in addition to a creating a fraught relationship with the one and only other NED, and Deputy Chair, David Jones, then 62, and the Chair and Chief Executive Officer, Sir Ken Morrison, then aged 73. ?It was following five profit warnings in 2005 that the shareholders requested for more Non-Executive Directors, something which Sir Ken had always resisted.

After 50 years of being at the helm, in 2006 finally Sir Ken stepped down from being CEO and the role of Chair and CEO was separated out and not held by the same person, something which the UK Corporate Governance Code recommends, including back then:

“The roles of chair and chief executive should not be exercised by the same individual. A chief executive should not become chair of the same company. If, exceptionally, this is proposed by the board, major shareholders should be consulted ahead of appointment. The board should set out its reasons to all shareholders at the time of the appointment and also publish these on the company website.”

This led to the Board being broadened with greater diversity in thinking and experience, bringing more balance through the resisted appointment of the Non-Executive Directors.

More recently, I played an active role in broadening a private limited company Board. This enabled it to act appropriately in addressing the strategic direction of the business. Prior to this, lack of balance in the Boardroom had led to a critical situation which had arisen through executive capture and manipulation.

The beauty of corporate governance is that it is global.?Unlike our legal system which differs dramatically across the globe, governance is a code of conduct which aligns with integrity – doing the right thing. ?By doing more of the right thing, we can also self-regulate.

The challenge we have is that to do the right thing takes courage, clarity, and strength, therefore it is often avoided. Even if we know that something is not right, it is easier to take the line of least resistance, which sadly does not change the status quo and leads to the need for more regulation as things go wrong. ?

By being as clear, inclusive, transparent and truthful as we can, we can all play our part in positively transforming business, society and our relationships. Yes, it takes effort, but it’s a positive effort with positive results and feels much better than the toxicity that self-interest breeds.

You can find out more about this and my chapter “The Role and Responsibilities of the Board” on April 27th, a Thursday at 12pm, when I am one of the deliverers in the QTA webinar series “A Year in Governance”. Each webinar is hosted by one of the contributors of this little golden book. My session is entitled “What is the Purpose of the Board?”.

Coming up before that, on Tuesday January 31st at 12pm, we see the launch of the online webinar series with Sir Mark Moody-Stuart delivering the very first session on all that is ESG; “Environmental, Social, Governance”. ?

For the rest of this year, each and every month, you will find a webinar from the series hosted by one of its esteemed authors. All webinars are available on Eventbrite and are free to attend.

Can’t wait until then? By registering on this website QTA – Effective Directors – The Right Questions to Ask you can receive an eBook, sponsored by Charlotte’s company Global Governance Group.

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They say that you can tell a director by the company they keep and it has been an honour to find myself in the company of the impressive authors who have all contributed to QTA:

Charlotte Valeur Claire Fargeot Amaechi Nsofor Anjola Adeniyi, Dip IoD Paul Barnett Kit Bingham Virginia Bombín Moreno Ray Crofts Reena Dayal Janice Denoncourt Simon Devonshire OBE David Doughty Tim Drake Marianne Egelund Siig Tony Fish Helen Gale Professor R 'Bob' Garratt Alison Gill OLY Oonagh Harpur Claudia Heimer Chris Hodge Rajiv Jaitly Geoff Kendall Knut N Kjaer Sara Lovisolo Heather MacCallum Marshall Manson Filipe Morais, PhD Jean Pousson Dineshi Ramesh Carol Rosati OBE Elliot S. Schreiber, Ph.D. Dr Jenny Simnett Dr. Meena Thuraisingham

With great thanks to the Yorkshire Post for publishing my article.