Skip to content

9 May, 2026

  • Saved Articles
  • My Account
  • Subscribe
  • Log In
  • Log Out

Board Agenda

  • Governance
  • Strategy
  • Risk
  • Ethics
  • News
  • Insight
    • Categories

      • View all
      • Governance
      • Strategy
      • Risk
      • Ethics
      • Board expertise
      • Finance
      • Technology
    • future ready

      Speeding into the unknown

      In an unpredictable world, the best boards fund multiple pathways and move as fast as...

      share buyback

      The high cost of neglecting internal audit

      When internal controls fail, the results are felt not only in heavy fines, but in...

      early-stage startups

      What does governance mean for early-stage startups?

      Robust governance is a key strategic asset, even—or especially—in the early days of an organisation’s...

  • Comment
      • View all
    • future ready

      Speeding into the unknown

      In an unpredictable world, the best boards fund multiple pathways and move as fast as...

      share buyback

      The high cost of neglecting internal audit

      When internal controls fail, the results are felt not only in heavy fines, but in...

      chairs universal

      The chair’s influence isn’t universal

      How much sway does the chair of a board really have? Much depends on their...

  • Interviews
      • View All Interviews
      • Podcasts
      • Webinars
    • future-ready

      Is your board ‘future-ready’?

      The survival of a business in uncertain times depends on its ability to pivot as...

      investor confidence

      Lack of audit reform ‘will hit investor confidence’

      Government's failure to push ahead with audit reform is a risk to UK investments, the...

      stewarding AI

      AI is a ‘special case for governance’

      As AI use in the boardroom grows, it’s essential to focus on the ethical and...

  • Board Careers
      • View All
    • UK and US CEO

      Corporate shift toward experienced CEOs

      Leadership succession shows fewer first-time chief executives, especially in the US, according to turnover figures.

      female CEO

      Number of women in leadership stays unchanged

      In 2021, there were only eight female CEOs in the FTSE 100—a figure that is...

      female NED

      UK female non-executives earn £73k less than male NEDs

      Although the UK’s average gender pay gap on boards is shrinking, it is still one...

  • Resource Centre
      • White Paper Downloads
      • Book Reviews
      • Board Advisory & Corporate Services
    • Internal Control Failure!

      This Chartered IIA report analyses FCA enforcement action and examines cases where weaknesses in internal...

      European Corporate Governance Barometer 2026

      EcoDa's report highlights emerging governance challenges for European boards, such as technology, cyber risk and...

      Redefining Leadership in the Age of AI

      Henley Business School report on how technology is changing organisations, and what this demands of...

  • Events
  • Search by topic
    • Governance
    • Strategy
    • Risk
    • Ethics
    • Regulation
    • ESG
    • Investor Relations
    • Careers
    • Board Expertise
    • finance
    • Technology

Managing reputation risk in the boardroom

by Nick Hood

A lot is spoken about organisational risk, but non-executives should remember their reputations are on the line too. Nick Hood describes the steps need to protect a personal reputation.

Risk graffiti

Risk. Photo: A Syn, Flickr

Favorite

Non-executive roles are as varied as the companies that hire them. They range from some gentle hands-off mentoring of a welcoming but experience-light CEO, through to full-scale involvement with an executive team inherently hostile to perceived interference by a dilettante old part-timer.

What nobody contemplating such a task should ever think is that “non-executive” means “non-risk”. The supposedly independent nature of the role provides no protection whatsoever when things go wrong.

Reputational damage, potential personal liabilities and disqualification proceedings rarely differentiate between executives and their non-executive colleagues. Candidates for a non-executive role would do well to pursue a number of simple risk mitigation strategies.

Two of them are essential precursors to accepting the role; the others need to be followed throughout involvement with the company.

Know everything about your company
Too often, potential non-executive directors limit their due diligence to a review of the latest couple of years’ accounts, a brief surf of the website and a relatively short and often relaxed interview process, involving the CEO and possibly the CFO, backed up by some general research into what the company does and its market. Pre-appointment digging needs to go much, much deeper.

Financial investigation should go back at least five years and must involve a close look at current management information. A detailed report from one of the major credit rating agencies is essential reading.

Internal reporting structures will speak volumes about management style, not least as prior warning of excessive bureaucracy or rampant control-freakery.

On people, the CVs of the whole board need checking out. Internal reporting structures will speak volumes about management style, not least as prior warning of excessive bureaucracy or rampant control-freakery. Sight of the past two years’ board minutes will also be informative.

Reputation is a harder research task. Discreet questioning of the relevant industry is a good starting place, but many modern businesses are only truly defined by their social media presence and behaviour.

Looking in detail at the company’s Twitter feed, Facebook page and any other social media activity is absolutely vital.

Know your role and then stick to it
The widely held notion of the non-executive as a bringer of wise words, a commercial door-opener and the credible voice of independence on key committees can be wildly misleading, particularly away from the rarefied world of FTSE 100 boardrooms and especially in private family companies.

The expectation is often that the non-executive will make a much more direct contribution; one which can and will be measured by the executive team, just like any other KPI.

It is vital for the precise role to be agreed and specified in detail at the outset, so that both the non-executive and the company can manage each other’s expectations. Once this has been done, mission creep must be avoided or the role formally varied to accommodate it.

Equally, non-executives must ensure that they are not treated as outsiders, or excluded from areas of activity, in a way that will restrict their ability to perform their role effectively.

Full management information
A common complaint from non-executives is a lack of access to comprehensive management information, either at all or not on a timely basis.

Getting two pages of summary data shoved in front of you as you sit down at a board meeting is hardly conducive to playing a meaningful role. It is difficult enough knowing what is going on in a company when you are not one of its 70-hours-a-week salary slaves, without allowing the executive team to get away with this.

A lack of knowledge and a failure to enquire are unlikely to be much of a defence in the face of awkward questions from a liquidator or an administrator if the worst happens.

Access to the appropriate data at least a reasonable time in advance of meetings should be written into the non-executive’s job specification and the person responsible for preparing board papers must be made aware of the requirement to provide them.

Any failures in this regard need to be brought up at the board meeting and recorded in the minutes. Failing this, the omission should be flagged up by email, copied to the rest of the board. A lack of knowledge and a failure to enquire are unlikely to be much of a defence in the face of awkward questions from a liquidator or an administrator if the worst happens.

Discussion and decisions
We live in an increasingly combative, fractious and litigious commercial world, where a casual approach to keeping a permanent record of actions and interactions is a highly dangerous way to do business.

Unfortunately, it is also a data-rich and time-poor environment, where it is all too easy to skimp on confirming conversations and minuting meetings amid the welter of emails, instant messages and tweets.

The importance for non-executives of insisting on thorough documentation is not confined to having a record for use in defending their actions and explaining the rationale behind decisions taken.

It is also an excellent discipline for doing business in an orderly and responsible manner. It spells out to their executive colleagues that the management team can and will be held accountable.

There are many aspects of the non-executive’s role that involve the potential for personal reputational damage; these strategies cover just some of the most obvious ways in which this risk can be managed.

The message for non-executives is to use every ounce of the nous and commercial savvy that won them the job in the first place—not just to help the company achieve its objectives, but also to make sure that they don’t end up standing on a burning platform fuelled by their own naivety.

Nick Hood is a chartered accountant, a former insolvency practitioner and a business risk adviser for Opus Business Services, business advisors and restructuring specialists.

  • Facebook
  • Twitter
  • Google+
  • LinkedIn
  • Mail

Related Posts

  • What use is governance in a recession?
    February 3, 2023
    governance recession

    Companies seeking competitive advantage in uncertain times will find that effective governance allows much sharper focus.

  • Risk: beware the leadership clique
    December 1, 2022
    FTX collapse

    The rapid collapse and bankruptcy of huge cryptocurrency exchange FTX carries a salutary lesson about the need for challenge on every board.

  • Succession planning can calm the market
    October 20, 2022
    CEO succession

    When a good CEO announces their departure, revealing a succession plan eases the pain in more ways than one, finds research.

  • Business concern over cyber attacks rises in wake of Ukraine conflict
    February 28, 2022
    Ukraine flag with coding

    Geopolitical uncertainty is leading firms to boost their defences against cyber attacks. But true digital resilience is a continuous process.

Search


Follow Us

Most Popular

Featured Resources

wef global risks 2025

The Global Risks Report 2025

The 20th edition of the Global Risks Report reveals an increasingly fractured global...
Supply chain management cover

Strategic Oversight in Supply Chain Management: A Guide for Corporate Boards 2025

Supply chains have become complex, interdependent and opaque and—according to research...

Cyber Security: What Boards Need to Know

Maintaining firewalls, protecting servers and filtering malicious emails rarely make...

C-suite barometer: outlook 2025 - UK insights

Forvis Mazars draws UK insights from its global study and looks at UK executives’...

The IA’S Principles Of Remuneration 2024 2025

This guidance from the Investment Association is aimed at assisting remuneration...
Diligent 2024 leadership tech cover

Leadership, decision-making & the role of technology: Business survey 2024

This research report by Board Agenda and Diligent sheds light on how board directors...

Director Reference Guide: Navigating Conflict in the Boardroom

The 'Director Reference Guide' on navigating conflict in the boardroom provides practical...
Nasdaq 2024 governance report cover

Nasdaq 2024 Global Governance Pulse

This Nasdaq survey gathered data from more than 870 board members, executives, and...

Becoming a non-executive director (4th edition)

Board composition is the subject of much debate, while the role of the non-executive...
art & science brainloop new cover

The Art & Science of Creating an Effective Board

Boards are coming under more scrutiny and pressure than ever before from regulators,...
SAA First time NED guide

First Time Guide for Non-Executive Directors

The role of the non-executive director has never been more vital: to advise, support,...

SUBSCRIBE TODAY

Stay current with a wide-ranging source of governance news and intelligence and apply the latest thinking to your boardroom challenges. Subscribe


  • Editors & Contributors
  • Editorial Advisory Board
  • Board Advisory & Corporate Services
  • Media Marketing Solutions
  • Contact Us
  • About Us
  • Board Director Network
  • Terms & Conditions
  • Privacy Policy
  • Cookies

Copyright © 2026 Questor Media Group Ltd.

  • Terms & Conditions
  • Privacy Policy