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What Makes A Good Non-Executive Director (Ned)?

Broadly, NED functionality falls under three categories: counselling, coaching, and mentoring. The best NEDs might be able to help with all of these areas.

  • – Counselling is where an NED draws on their own experiences to help a company make the right strategic decisions.
  • Mentoring is where they share skills or help a company advance to the next stage of development.
  • Coaching, meanwhile, tends to see the NED act as a sounding board for new ideas.

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BECOMMING A BOARD MEMBER EARLY IN YOUR CAREER

Joining a Board as a young professionnal can be a career-shaping opportunity. It’s never too soon to look for your first Board. A Board role is a differentiator on your CV and will build your strategic capabilities and strenghten your performance in your day job, learn how to influence people, and forge strong connections.

One of the best ways to join a Board as an early-career professionnal is to start somewhere small.

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BOARD PRIORITES FOR 2023

1. Hybrid boardrooms: technology investment should occur for virtual and in-person boardrooms.

2. Pay for performance: if there is no business model, there cannot be pay for performance. Over-reliance on benchmarking makes for a poor board.

3. Changing risks: Boards that do not use technology for internal control and assurance oversight will face scrutiny..4. Financial and auditor attention: debt policies, capital limits, stress testing, proforma scenarios, renewal of financial literacy, and term limits and independence of auditors are all things that good boards focus on.

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What successful board meetings look like?

For boards to be successful in the new world of work, members must retain the skills which have helped to steer many companies through the pandemic. Agility in decision making, constructive challenge and debate, expecting and encouraging an open exchange of ideas will be central as we move forward.

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BOARD PRIORITIES FOR 2022

1. Revised strategic plan

The pandemic has reduced most plans, and management should present shorter-term plans that can be overseen by the board. Good boards will ensure, especially in times of disruption, that management presents a phased plan, with board input, that reflects changing circumstances. The values, purpose, vision, mission, business model, key performance indicators and risks should all be reviewed, in writing, and approved by the board.

2. Digitilisation of the business model 

Remote working has accelerated digitalisation, and boards need to understand the impact of AI, IoT, blockchain and automation on the company’s business model.

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INFORMATION FLOW FOR HIGH PERFORMING BOARDS

Accurate, complete and timely information is the oxygen of effective boards. Without it, directors cannot ask informed questions of senior management, mitigate risks or make good decisions. Non-executive directors, in particular, must insist on receiving quality information before a board meeting so that they can discuss issues.

Internal and external information on market conditions, competitors, political, economic, social and technological changes gives boards a view of the big picture and an advantage in becoming high-performing

A good flow of information ensures continuity between meetings and provides a transparent audit trail.

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TOP FIVE RECOMMENDATIONS FOR MANAGING CYBER RISK

  • Directors need to understand and approach cybersecurity as an enterprise-wide risk management issue, not just an IT issue.
  • Directors should understand the legal implications of cyber risks as they relate to their company’s specific circumstances.
  • Boards should have adequate access to cybersecurity expertise, and discussions about cyber-risk management should be given regular time on board meeting agendas.
  • Board directors should set the expectation that management will establish an enterprise-wide cyber-risk management framework with adequate staffing and budget.
  • Board–management discussions about cyber risk should include identification of which risks to avoid, which to accept, and which to mitigate or transfer through insurance, as well as specific plans associated with each approach.
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CHALLENGES TO THE BOARDS TROUGH THE PANDEMIC

– Boards should, through detailed measurements and analysis, monitor the company’s health safety considerations, including worker fatalities.

– Boards and management are faced with the need to reduce staff or projects to keep the business afloat.

– Boards should also assess the risk of the domestic supply chain becoming ill or having to isolate itself.

– Boards should have discussions on teleworking, including how best to mitigate IT risks and data privacy breaches.

– Boards should be mindful of the need to defend the corporate culture and keep it strong in the face of heightened uncertainty.

– Boards should undoubtedly approve dividend reductions, share purchases and capital expenditures.

– Boards members should assess the long-term prospects of a company’s underlying business model, as well as the company’s ability to pay its debts and to have the cash available to meet its future needs.

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CHALLENGES TO THE BOARDS TROUGH THE PANDEMIC

– Boards should, through detailed measurements and analysis, monitor the company’s health safety considerations, including worker fatalities.

– Boards and management are faced with the need to reduce staff or projects to keep the business afloat.

– Boards should also assess the risk of the domestic supply chain becoming ill or having to isolate itself.

– Boards should have discussions on teleworking, including how best to mitigate IT risks and data privacy breaches.

– Boards should be mindful of the need to defend the corporate culture and keep it strong in the face of heightened uncertainty.

– Boards should undoubtedly approve dividend reductions, share purchases and capital expenditures.

– Boards members should assess the long-term prospects of a company’s underlying business model, as well as the company’s ability to pay its debts and to have the cash available to meet its future needs.

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EFFECTIVE EXECUTIFS

What made them all effective is that they followed the same practices:

– they asked : « what needs to be done? »

– they asked : « what is right for the entreprise? »

– they took responsibility for decisions.

– they were focused on opportunities rather than problems.

– they thought and said « we » rather than « i »