Legal

Ask the Expert: How to Approach a NED Who Is Not Pulling Their Weight

Here Avril Millar offers advice for our members who are founders, CEO or leaders.

Our expert for advice for founders and CEOs, Avril Millar, is an experienced Non-Executive Director with a >10+ year portfolio career for both established leaders and high growth SMEs, primarily in the financial services sector, as well as technology, healthcare, consultancy, leisure, oil and professional services. This follows 20 years of experience as founder and director of Andersen Charnley, a private wealth business which grew to £500M assets under advisory, and early background as a Civil Engineer and Maths & Physics teacher. Avril has led the turnaround of a global recruitment business in the midst of the financial crisis, and subsequently transitioned into a non-executive and advisory career for organisations, including the world’s number one online FX broker, FXPro, a leading UK natural IVF clinic, Create Fertility, and a Silicon Valley brand technology start-up, Versus Systems.

Q: We have recently brought in a new Non-Exec Director to our board. It’s our first one as we are a relatively small c£5m turnover business. However, as she is working 1 day a month only, I find that all my time is spent updating her on the business (which is what I already know) and we are not then getting much out of our time together nor return on my investment in her retainer. Is there a better way to maximise the impact of a NED relationship?

Avril’s Answer: I have non-exec positions in sizeable businesses, alongside what I affectionately call my baby businesses. These 'babies' tend to be in the £2 million to £50 million turnover range. I've heard of (and occasionally met) non-executive directors who rock up for one day a month in a business to attend a board meeting, and chat with the CEO, but it's exceptionally rare. The vast majority of NEDs, especially those in smaller businesses such as yours, understand that everyone is very busy, resources are usually very tight, and time is very precious. They put in the time (unpaid) to have mid-month meetings with the relevant people in the business so that when they attend the board meeting, they come having read the board pack comprehensively beforehand, ready to ask any questions in advance, and are fully armed to be useful.

So basically, what I'm saying is you have got a useless Non-Executive Director. She should be adding value over and above her monthly retainer, coming to board meetings well-prepared and having done wider research into your sector and issues. She should have met and spoken with the relevant people (always with your knowledge and permission of course) and be able to provide useful insight to you in her meetings outside of the board meeting itself. She should provide support to you in between meetings via calls and emails – obviously within reason. I presume you have a Director Service Contract with her which outlines your expectations of her role. If you haven't, I suggest you have a chat and put one together. If she's not happy with this, there are plenty of other very good non-executive directors around. The one thing I can tell you is that the days of people having multiple NED positions and the raking in multiple monthly retainers for frankly doing b-all, are well and truly over, and rightly so.

Avril will be answering questions each month, so if you have a topic you need some support with, please get in touch via hello@55redefined.com

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