The role of non-executive director may be unique in having a job title that describes what the job isn’t, rather than what it is. Awkward and downbeat though the title may be, it does serve to emphasise what non-executives are not there to do.
They are not there to run the show, take the lead in driving strategic change, or be the visible face of the organisation. They absolutely are there to ensure that the right people are in place to do all these things, and to facilitate an environment in which they can do them effectively.
But for many aspiring non-executive directors, the central early lesson is that they need to take their hands and feet off the steering wheel and pedals, and let management do its job.
This can be a challenge for first-time non-executive directors. The very qualities that will have enabled them to be successful in their executive life will be the ones that they need to park at the boardroom door as non-executives. Successful executives will doubtless have been told at performance reviews that they are the kind of person that “makes things happen” or “gets stuff done”. For a non-executive, these things are now someone else’s responsibility.
This is not to say that non-executives don’t need entrepreneurial flair, strategic insight or strong operational skills—of course they should have some or all of these things. But the job of the non-executive director is not to do the doing.
Next, they must recognise the essential paradox or fault line that runs through the boardroom, namely that both executives and non-executives share the same responsibilities while having dramatically different levels of knowledge and interaction with the business. A senior executive lives and breathes the business round the clock, while a non-executive may contribute for, say, two days a month. This is asymmetric indeed.
Yet it is a critical responsibility of the non-executive directors, led by the chair, to evaluate whether the senior managers are the right people and, if not, replace them. An effective non-executive director needs to be coach, counsel, mentor, adviser… and (where necessary) executioner.
Shades of grey
A key starting point for aspiring non-executive directors is to understand the limits of the role and to recognise that the boardroom is a place of subtlety, nuance, interpersonal complexity and shifting lines of accountability.
Much of what matters in a boardroom is not what is said, but how it is said and the body language that goes with it. The boardroom is seldom a place of black and white, but frequently one painted in shades of grey.
So what do boards seek when they recruit non-executive directors? As you think about your “offer” as a non-executive director, it may be helpful to think in terms of both “skillset” and “mindset”.
“Skillset” can roughly be defined as an individual’s professional roles and accomplishments. In other words, what specific commercial skills do you potentially bring to the board?
It helps to be specific. While boards typically expect candidates to bring a broad sweep of commercial experience, they will also seek “spikes” in terms of specific strengths and attributes. These may include financial skills (for the audit committee), or ones relating to overseas markets, customer engagement, digital transformation, culture change, restructuring, or City-facing skills to name but a few.
But if it is your skillset that gets you noticed for a board position, it is your mindset that will make the difference in terms of a successful first appointment. Because boardroom effectiveness is as much art as science. Subtle differences of temperament, style and the ability to absorb knowledge and challenge constructively are generally what divides a successful candidate from the runner-up.
There is no single “right” mindset. No board should comprise people whose styles are too similar. Successful boards rely on the creative tension that comes from assembling a group of people who think, feel and react in different ways.
But there are some common traits and behaviours that are shared by most successful independent directors. Good non-executives demonstrate their motivation, for example by investing time to understand the business, travelling to operating sites and taking an interest in people at all levels who work for the organisation.
They are not afraid to articulate and defend their opinions, forcefully if necessary, but always respectfully. They have good interpersonal and influencing skills, are “socially savvy” and able to flex their style depending on with whom they are engaging.
Most importantly, they listen and are capable of adjusting their views when the evidence so demands and are intellectually curious about emerging trends.
Aspiring non-executive directors naturally consider that it is their hard skills, their demonstrable track record, that will help them stand out as a candidate. Those qualities will be what gets them on to a shortlist. But it is an individual’s soft skills that truly mark out the exceptional non-executive director from the rest.
Kit Bingham is head of the chair and NED practice at Odgers Berndtson, which has produced a guide to getting your first non-executive director role.