A blueprint for structuring effective board meetings

My day to day work involves helping management teams with their company direction and the creation of differentiated propositions. The last of this three part series of blog posts is again related to governance. Read on to find out about board meetings – how these should work and when they should take place.

Busy senior leaders have many competing priorities, and sometimes, regular board meetings can be the (wrong) thing to drop off the list.

Those new to the board might need to learn what a good schedule and plan looks like.

While each board must find its approach and rhythm, the Institute of Director’s suggests there should be four to twelve a year, lasting between two to four hours. A good timetable could look like the following:

Monthly 

-       Review of year-to-date financial performance against budget

-       Report from the financial director on the company’s cash position

-       Top line operational report from MD

-       Current trading position from the business development director

-       Review of the risk register

Quarterly

-       One-by-one divisional review

-       Review of the HR, marketing, R&D and production functions

-       Review of any subsidiaries - or for creative agencies a review of associations or partnership agreements

-       Reporting from any board committees

Bi-annually

-       Review of any HR and health and safety issues

-       Performance against long-terms plans (as opposed to budget), checking whether policies, objectives and strategies are on track

-       Possible formal re-budgeting

Annually 

-       Decision-making around policies, objectives and strategies

-       Approvals of the forthcoming annual budget

-       Annual performance review

-       Annual board review and election/re-election of chair

-       MD/CEO’s annual performance review

-       Assessment of senior staff performance

-       Annual review of the board’s reserved powers

-       Annual review of bribery policies

Any matters for the board should be addressed through a paper added to the agenda. The paper should include an executive summary, background, recommendations, strategic and financial implications, risk analysis, corporate governance compliance, and responsible person(s).

Ultimately, good corporate governance improves company performance, helping to manage risk, build resilience, increase trust with finance providers and take advantage of commercial opportunities.

If any of this resonates and you’d like professional advisory support to help structure your business and achieve your growth plans, please email sarah.waddington@wadds.co.uk. I’ll be happy to help.

Evaluating board performance: Assessing effectiveness to strengthen governance

The second of this three-part series takes a look at how you can evaluate your board to ensure it is working effectively on your behalf.

I wrote recently about how to structure a board and the pitfalls to avoid. In this article, I explore how to evaluate your board’s performance. It’s a common governance risk found in organisations of all sizes.

An excellent place to start is with the Higgs Review ‘Good Practice Suggestions’, which were published in 2003 to provide guidance on the role of the Chairman, non-executive directors and any nomination and renumeration committees. The section on performance evaluation sets out clear questions that, when answered, show how well the board and its individual members are working.

Areas to consider include: 

-       The board’s composition and skills

-       Its performance against objectives

-       Its contribution to the development and testing of strategy

-       The board’s role in risk management

-       Whether the matters reserved for the board are the right ones

-       Its focus on conformance

-       Its engagement with any standing committees

-       The effectiveness of its communication with stakeholders

-       How the board has managed any crises

While the UK Corporate Governance Code is only applicable to listed companies and then purely on a comply or explain basis, it also provides some useful best practice guidance. This recommends alignment between corporate culture, purpose, values and business strategy and promotes integrity and diversity in business.

It states that the board, individual directors and committees should all undergo an annual evaluation. If needed, the chair should act on any weaknesses by proposing new board members or asking directors to step down.

The chair is a crucial part of this process and should be evaluated by the non-executive directors, led by a senior independent director who has secured the executive directors’ views in advance.

Ian Davidson is the chairman of Cravens, the UK’s oldest independent creative consultancy, where the team has recently strengthened its board and I’m a non-executive director. He said:

“Having grown successfully over the last three years we have continued to invest in evaluating and, when needed, changing the composition of our board.

“This has helped us avoid group think, achieve the right diversity of experience and maintain fresh perspective. It’s given us real confidence that we have the appropriate support in place to deliver our expansion plans as we extend our services and push into new sectors.”

The third and final post in this series will outline a proposed schedule and function of board meetings to help keep your organisation moving forward productively.

If any of this resonates and you’d like professional advisory support to help structure your business and achieve your growth plans, please email sarah.waddington@wadds.co.uk. l’ll be happy to help.

Is your board helping or hindering growth?

In the first of this three-part series, I take a look at how a wrongly structured board or no board at all, can be a real barrier to growth.

SMEs pushing for growth sometimes scale without the proper processes in place, which can result in dysfunction across the organisation. A board is often established without the appropriate structure and make-up. This is where formal training and the input of a non-executive director can be hugely valuable.

When board decision-making revolves around operations and immediate concerns rather than purpose, values and strategy, the focus is skewed, and talent isn’t used effectively. It’s a trap that any business can easily fall into. But it is also one that can be easily fixed by introducing more robust governance.

Board vs management

Ultimately, the board's role is to consider long-term sustainability through value creation and resource utilisation, and to ensure regulatory and legal compliance.

The chair and non-executive director provide external focus, with the internal perspective provided by the managing director (or CEO), finance director and any executive directors reporting to the MD.

Implementing policies, strategies and business plans should be delegated to management, with board monitoring progress.

Get the balance right

The makeup of the board is more important than you think. Get the balance wrong and it can be dominated by one personality or group think. Conflict-averse ‘yes men’ (or less often women) or a lack of debate can see the wrong decisions agreed.

 Lasting damage can be caused by:

-       Poor decision-making due to inadequate information

-       Infrequent reviews of finance arrangements

-       Weak or no evaluation of board members and decisions taken

-       A lack of focus on succession, R&D and business development

-       Not listening to any standing committees where these are in place

If you’re on a board, it’s your ethical and legal responsibility to avoid these issues and whistleblow where any serious governance breaches are suspected.

I provide non-executive director support to Manifest Group. Manifest’s Chief Operating Officer Helen Kenny said:

“Introducing non-executive directors to our regional and global leadership boards has been utterly transformative.

“Having that outside perspective ensures we stay zoomed out and focused on the bigger picture and that we prioritise our strategic imperatives, rather than getting caught up in operational niggles or the challenges of the day.

“With the majority of our global leadership team being in their first leadership role, the consultation from Sarah at Wadds Inc. has helped harness their talent, drive and passion and foster a productive leadership team which can make strategic and actionable decisions that we’re collectively accountable for.”

In the next article in this of the series, I’ll look at ways to evaluate the board to ensure it is performing effectively.

If any of this resonates and you’d like professional advisory support to help structure your business and achieve your growth plans, please email sarah.waddington@wadds.co.uk.

Making the leap from agency boss to agency adviser

How and why completing the Institute of Director’s Chartered Director qualification has set me apart and given me a unique differentiation in the marketplace.

My background is in the world of comms, where for nearly 25 years I have worked with organisations to articulate their purpose, engage stakeholders, create value and deliver social impact. In some respects what we now call ESG is what I’ve always done.

I’ve been a member of the Institute of Directors (IoD) since 2008 and signed up shortly before I set up my own PR, marketing and management consultancy.

Having run businesses for other people, taking the helm wasn’t an issue, but I wanted to be absolutely sure in my governance and processes, as well as close to a membership body that was influential with and for my clients.

Initially, I didn’t put much effort into my membership, which meant I didn’t get much out. When I did, the results were transformational.

I began by joining the IoD North East (North) branch as a volunteer and was later elected to the role of Chair. This was helpful in developing my network and becoming much more informed on policy matters. It was also where I learned more about the IoD’s professional development courses, which set me on the journey to becoming a Chartered Director.

When I decided to close my agency and become a full-time non-executive director with Wadds Inc. - where we support creative agency management teams with their company direction - it was this programme that gave me the insight, competencies and knowledge to do it with confidence.

I’ll be blunt about it - the non-executive director world is awash with white, grey-haired males. This can be offputting and at times make it difficult to be taken seriously as a comparatively younger female leader with a northern accent.

While it shouldn’t have to be this way, the qualification has served to demonstrate my commitment to the role and underline my expertise. Even better, it has helped to show that years of experience does not necessarily a good NED make. I now sit round a boardroom table and can add significant value where it comes to governance and see real gaps where other can’t. 

Having a background in management and communications is a powerful skillset in a professional advisory role. Directors need strong leadership capabilities; to design and embed vision and values; to engage with stakeholders; and to focus on risk and crisis preparedness. All of these, as well as futures and foresights work and public affairs, sit firmly within the strategic public relations (PR) professional’s toolkit.

Being both a Chartered director and a Chartered PR practitioner means I can bring a holistic and comprehensive perspective to an organisation. I enjoy horizon scanning and focusing on change drivers to help my clients modernise, become more agile, manage risk and capitalise on opportunities. As they say, when you love your job, it doesn’t feel like work.

A version of this post was originally written for the IoD in October 2023.

How NED support helps Cravens tackle management issues and embrace growth

As a director at Wadds Inc., I work with ambitious creative agencies and communications teams dedicated to achieving growth with social impact. Our focus is on helping management teams build a future proof, differentiated market position that exploits emerging opportunities, manages risk, embraces innovation and navigates economic volatility. One of our clients is Cravens, the oldest UK independent creative agency in the UK. Here, chairman Ian Davidson explains what’s next in this exciting new chapter for the business.

Tell us about Cravens.

This year we are celebrating our 75th anniversary and we are proud to be the oldest independent agency in the country. We are a creative consultancy whose skills span the world of brand strategy and identity and every field of brand communications.

Cravens has doubled in size over the last three years and we now have a multi-skilled team capable of developing outstanding work across all communication channels. We’ve remained relevant because we always focus on creating proper impact for our clients. Proper impact being one that makes an intended commercial difference for a client’s business or organisation.

What does your focus on purpose mean in practice?

Giving life to purpose is at the centre of everything we do and it proves to be the most important element in helping clients align their brand messaging across all their target stakeholders, both internally and externally to achieve their goals. This also means aligning your brand purpose with the critical topics of today, such as sustainability.

We employ a three-stage approach which first helps a client find (or re-connect with) the right brand purpose for them. This work is undertaken by a combination of our strategic planning and creative teams to make sure the output is the optimal articulation of the brand purpose.

Our approach then looks at how the brand looks, acts and speaks and directs this with brand books and guidelines. In the third and final stage, we apply the purpose to developing all the communications that will actually deliver the desired impact.

Depending on the specific client assignment the assets can vary significantly and can include such things as investor decks. In practice the key to delivering purpose is to arrive at the right creative articulation of it that anticipates all the uses and stakeholder groups that need to be factored for, and then manage its implementation with integrity and control.

How does this translate into work for clients?

This work often involves senior members of the client team as it is vital to have the right people involved to ensure both support for the implementation stages, as well as the right inputs to finding/re-connecting with the brand purpose. It is important and beneficial to have an executive sponsor for the assignment.

What do you think are the biggest challenges ahead for creative agencies?

One of the biggest for our industry is undoubtedly going to be the impact of AI on what we do and how we operate.

Being fairly compensated for the contribution we make to a business or organisation has always been a recurring issue in our industry and we work hard to identify with each client what a ‘proper impact’ will be for them and link this back to how our performance for them is measured and assessed.

What big plans does Cravens have for the future?

We have happily enjoyed consistent success over the last few years and we want to continue that level of growth at a steady pace with international, national and regional clients. Two of the keys to achieving this will be building our profile further and continuing to attract and retain highly talented people who want to remain true to who they are and collectively prove that you don’t have to be based in London to be successful as a creative company.

Why is the right non-executive director (NED) support so important to realising those goals?

Appointing the right NED support is vital to make sure you can expand the range of management skills the company can call on to confidently tackle and embrace new opportunities for growth. Our NEDs are focused on our objectives and it’s great to have them on the team.

If you’re looking for a non-executive director and would like more information about the type of support on offer, please email Sarah Waddington CBE at sarah.waddington@wadds.co.uk.

Women of the Decade accolade for Sarah Waddington CBE

The Women Economic Forum celebrated its 100th event in London from 28-31 October 2023, gathering under the theme of Economic Cooperation for Recovery and Resilience: Empowering SHEconomy. North East leader Sarah Waddington CBE scooped a Women of the Decade award for her voluntary work and activism.

Make diversity initiatives fully socially inclusive was my call to action at the Women Economic Forum (WEF) event in London I was privileged to attend at the end of October.

Having been given a platform to speak after receiving a Women of the Decade award, I used the moment to underline that diversity needs to needs consider class if we are to truly attract the best workplace talent and unlock potential.

According to a study of nearly 150,000 financial services staff for diversity group Progress Together, socio-economic background is a greater block to career progression than gender and ethnicity.

It’s an issue that affects all sectors but the public relations industry offers a good example.

A Creative Industries Policy & Evidence Centre report says the UK creative industries are underrepresented by 250,000 working class voices. Extrapolating data from this and the PRCA Census suggests the public relations world is short by 13,500. It’s one of the reasons my husband Stephen and I founded Socially Mobile.

Class intersects with gender, race, disability, skills and place, creating a double disadvantage. We need to be vigilant and intentional about leaving the ladder down whichever industry we work in as this is not unique.

Opening up entry to different careers is vital, especially attracting, recruiting and retaining school leavers from disadvantaged backgrounds.

Social inclusivity is a great way to avoid group think and succeed commercially. To date, class diversity has been neglected here in the UK and policy makers, businesses and entrepreneurs need to work together to do better.

The WEF fosters conversations, community, connections and collaborations among women worldwide. The enabling ecosystem of exchange and sisterhood ignites and inspires greater enterprise and leadership, propelling women's economic empowerment and influence in ALL walks of life.     

Active listening made Labour’s SME Sunday a remarkably authentic business-focused event

The very first SME Sunday took place today as part of the Labour Party Annual Conference 2023. The event was unexpectedly invigorating with MPs hosting roundtables on a variety of issues facing small businesses – and, crucially, listening closely.

Today’s SME Sunday - a new innovation introduced by Labour at the start of its Annual Conference 2023 - was unexpectedly invigorating and showed the appetite of the party to strengthen links with the business community.

Despite some initial cynicism, the diversity of people and positive energy in the room was immediately striking.

Opening comments from Deputy Leader Angela Rayner MP emphasised Labour’s determination to be the party of workers and of business, with a vision to halt the poverty of ambition among the Tories.  

A panel with Darren Jones MP, Tulip Siddiq MP and Rushanara Ali MP, chaired by Charlotte Keenan from Goldman Sachs, underlined plans to bring stability and consistency. Ali said:

“99% of UK businesses are SMEs but SMEs are not credited for being wealth creators. We will introduce credible policies, the right mix of funds to enable scale ups and create confidence and stability.”

But it was during the SME Sunday Roundtables where the real innovation happened.

Eighteen discussions on a wide range of issues affecting business, from scale-up and innovation to procurement and skills, were hosted by Labour MPs and members of the House of Lords.

The political interest and effort placed into information gathering was remarkable. From a professional communications perspective, listening is an underused skill that was put to good use and the goodwill it generated was immediately apparent.

While the success of the event can only really be judged by what Labour does with this knowledge capture, it’s a good start from a party which says it’s taking nothing for granted in the run up to the General Election.

Great to see:

A reminder from the Chartered Institute of Public Relations (CIPR) at the Business Attendees Briefing for public affairs professionals to sign up to its Lobbying for Good Lobbying campaign.

Favourite quote:

“Rishi clearly decided he couldn’t stop the boats, so he’d stop the trains instead.”

Book review: Why Governments Get It Wrong And How They Can Get It Right by Dennis C. Grube

In this informative and engaging read, Cambridge professor Dennis C. Grube looks at why Government policy sometimes gets it completely wrong. It misses on one key point - Grube’s idealistic stance fails to acknowledge that sometimes political leaders don’t actually have the electorate at heart because they’re more interested in serving their financial backers.

Stood in an airport WHSmith, the title of Dennis C. Grube’s book Why Governments Get It Wrong And How They Can Get It Right grabbed my attention. As a Chartered PR professional, I’ve long lived by the rule that you can’t put lipstick on a pig so when I spotted the following quote on page three, I was sold.

“Despite the much-debated merits of ‘spin’, even good words can’t do much to save a bad policy.”

It’s an accurate introduction to an insightful, well evidenced read which sets out the fundamental blocks needed for Governments to successfully deliver public policy. However it pre-supposes one thing; that political leaders always want to do what’s best for their country.

In the week that the Conservative Party has scrapped the northern section of HS2, Britain's new zero carbon, high-speed railway, weeks after u-turning on their climate commitments, it’s hard not to conclude that sometimes - at least in the UK - the Government’s priorities lie not with making things better for society, but rather with its financial backers.

Either way, the premise of the book stacks up.

According to Grube, who is a professor in politics and public policy at the University of Cambridge and acting director of the Bennett Institute for Public Policy, there are four ducks that have to line up in a row for politicians to have a shot at making policy work.

These are:

• Problem definition. Harder than it might seem when this is “a combination of ideological worldview mixed with imperfect evidence, and then served up as urgent political action.” Problem definition is very subjective, so how one person might approach an issue can be very different to the next. It’s also fair to say that issues are often complex, with interrelated factors that don’t have one obvious, definitive solution.

• Policy narrative. The story being told has to explain the problem in a way that connects with people. If the narrative doesn’t resonate, it’s highly likely the policy is doomed from the start. As any communicator will tell you, you can present facts to appeal to someone’s head, but engagement really comes from connecting with the heart.

• Data and evidence. Grube describes this as another challenging area because “phrases like ‘data-driven’ and ‘led by the science’ have become tropes that politicians use to present themselves as making rational choices…evidence is never totally objective. Scientists and social scientists know this only too well, but politics struggles when confronted by such ambiguity.”

• Policy intervention. If a policy is rolled out by a credible leader, with authenticity, and the problem definition, narrative and data all align, the chances are the policy will succeed. However, the weaker the alignment, the greater the chance of failure.

Grube’s book does what it sets out, which is to demonstrate that:

“The often-substandard policy solutions we live with every day are not in fact inevitable…Whether through providing the necessary money and resources, or a willingness to work through complexity and strip it back to what is actually at stake, extraordinary results are in fact possible."

It’s available now for £10.99 in all good book stores. Whether you’re an interested voter, or in the politics or communication game, I recommend giving it a read.

How to become an IoD Chartered Director

The Chartered Director qualification from the Institute of Directors provides strategic insight and governance expertise that enhances your skills as a director.

In 2019 I publicly set out my ambition of achieving Chartered Director status with the Institute of Directors (IoD).

To that aim, I booked onto a five-day residential course in Surrey, shortly after cancelled due to the impending Coronavirus crisis. My plans were firmly on hold as the focus switched to business continuity and keeping my family safe.

Fast forward to May 2022, when I instead found myself in Belfast, again signed up for the Accelerated Certificate in Company Direction.

Looking around the room, I knew I’d landed on my feet with my fellow students, each with different leadership and sector experience. Critically, considering the amount of time we were to spend together, they all had a great sense of humour and were there to make the most of the experience.

Certification: Building governance knowledge and skills

Throughout the week, we were hot-housed by experts in four key areas: The Role of the Director and the Board; Leadership; Strategy; and Finance for Non-Finance Directors. Each day required a 12-hour shift of practical work and preparation for the day ahead.

Exhausting – yes. Effective? Also, yes.

I left Belfast with a fantastic new network of fellow directors, ready to do the additional leg work to sit the four exams required, receiving my final pass results in October 2022.

Onto the Diploma: Consolidating your knowledge as a director

I knew if I was to stay focused, I’d need to book onto the Diploma swiftly and registered to complete the three-day training course for this Masters’ level qualification in March 2023.

Instead of face-to-face, this was an online experience focused on developing board performance, led by two energetic and engaging IoD instructors.

Fellow delegates were again focused on the job at hand and came from various backgrounds, making for a useful peer group contribution.

I sat the three-and-a-quarter-hour exam the day after returning from Glastonbury. Finding out that I’d passed made the last-minute reading in the campervan on the way home worth it.

Finally, Chartered status: Accreditation of your knowledge and experience

The final Chartered Director qualification was finally in reach, and I booked my Professional Review in August 2023, ready for the interview the following month.

The review comprises a 90-minute interview with two qualified Chartered directors and is based on the candidate’s personal director experience in terms of:

-       Vision, purpose, values, and ethics

-       Strategic thinking and stakeholder management

-       Delegation to management

-       Discharging director duties

-       Exercising effective and accountable leadership.

It’s gruelling but needs to be if, as the IoD says, it serves as an:

“endorsement of your skills, professionalism and knowledge of corporate governance best-practice.”

Despite being told it would potentially be a three-week wait until I received the results, I heard the same afternoon that I’d met the requirements for the award and would be admitted as a Chartered Director. I didn’t expect it and punched the air.

Things to know

The Certificate in Company Direction is the first part of the IoD’s three-stage programme designed to equip delegates with the skills and knowledge needed for success in the boardroom.

You can study the four modules separately or fast-track over the course of a week. I chose the Accelerated Certificate, but doing each module separately would have admittedly provided more time for reflection and been less exhausting.

You can only sit the Diploma once you’ve completed the Certificate, and similarly, you must have completed the Diploma before moving on to the third and final stage.

The final interview requires substantial experience in one or more director roles for a period of three full years over the course of the previous decade. The criteria are strict and I’d advise reviewing the details in advance.

The exams for the Certificate are based on multiple-choice questions, which I didn’t enjoy. The Diploma exam requires scrutinising a fictional company and preparing a set of Board notes covering performance, risks and opportunities, strategic options and more, which I enjoyed in comparison.

The final interview was more daunting than I expected, despite having done the preparation work, but it is just a conversation between you and two others and it’s made clear they’re keen to see you succeed and not there to trip you up.

Is Chartered Director for me?

Chartered Director is not for the faint hearted or anyone looking for a quick training fix. You do need to be in a privileged position to undertake the professional development both in terms of time and investment.

Studying for the Certificate costs £9,995 (£12,995 for non IoD members). The Diploma has a price tag of £3,995 (non-members £4,745). The Chartered Director assessment costs £720.

Is it worth it?

Yes.

This has by far been one of the most challenging programmes of professional development I have ever done but one of the most rewarding.

It has consolidated and extended my knowledge, plugged skills gaps, widened my network and boosted my confidence. Seeing the difference between my performance and that of peers has reinforced that this specific qualification has given me a real competitive edge as a director and professional advisor.

If you’d like to know more, you can find out more here and I’m always happy to chat. I’ve written this in my capacity as a non-executive director but I am also a regional chair and ambassador for the IoD.

Making mergers and acquisitions work

The pre-deal due diligence for a merger or acquisition may be time-consuming, but the hard work comes after the contracts are signed.

I recently wrote about the high volume of mergers and acquisition (M&A) activity in the creative agency market (and got more business out of it). But what happens post-acquisition when things aren’t going quite to plan?

Remember, advisers get paid on completion of the deal, not what happens afterwards, so it’s down to the Board to ensure integration is a success.

If you’ve been through the process, you might recognise some of the following issues that can crop up. I’ve listed the ones I see most regularly and provided some suggested solutions.

·      Confusion about the direction of travel

If you work within a group structure, it probably won’t come as a surprise that the number one issue post-acquisition or merger is a lack of clarity about what the business is doing, where it’s going and how it will achieve its vision. It might seem obvious at Board and management level, but a lack of engagement means it’s often clear as mud further down.

The solution: Ensure the new shared vision, mission and values are communicated company-wide and that everyone knows their part in making the integration programme successful. This issue can be dealt with more quickly and simply than you might initially think with consistent communication and engagement.

·      Lack of co-operation

Struggling to motivate existing or new members of the team who aren’t keen on the change or don’t understand why it matters? Maybe naysayers are bringing the mood down and threatening the long-term viability of the deal?

The solution: This is a HR task and involves performance measurement reviews. As before, ensure everyone knows their role in achieving the new shared strategic purpose and incentivise cooperation. Regular rewards as progress takes place can revolutionise how people approach the integration challenge, instantly improving its chances of success.

·      Duplication of activity

Duplication of effort and/or costs is a natural result of bringing two or more businesses together, but it can get very expensive very quickly if it’s not dealt with immediately.

The solution: An early review of products, services and third-party suppliers should be implemented to build a matrix showing where efficiencies of scale can be applied. Apply the same approach to policies and processes so these can be aligned to the new strategic purpose too.

·      Competitive willy-waving

Leaders can have big personalities which sometimes creates tension when different agendas collide. This can lead to competitive willy-waving and a waste of time and energy while directors argue about what they believe to be the next steps or priorities.

The solution: If the strategic goals aren’t clear, that’s your first port of call. The Board must ensure these are agreed and then use them to sponsor and lead a company-wide integration programme. While agreeing on the vision should have been part of the due diligence process, this can get lost in the rush to sign the deal.

If needs be, employ conflict resolution processes – often, that’s where having good non-executive director support can come in valuable. Having someone objective and independent to bring a calm voice and expert view can change the dynamics in the room and mean things progress in a smoother way than before.