Moon consulting regularly work with investment funds and have a network of non-executive directors.   

In this article we talk to Theresa Wallis about her work as a non-executive director (NED), the benefits that a NED can bring to an SME, what an SME should look for when recruiting a NED and some of the considerations that anyone wanting to become a NED needs to think about.

What led you to become a Non-Executive Director?

I wasn’t planning to be a NED! I’d left the London stock exchange about 6 months before my first NED role and was working at a technology commercialisation consultancy. I was approached by the director of one of the advisors who used to be active on the AIM market, they were setting up a new Venture Capital Trust (VCT) to invest predominantly in AIM companies, and I was asked if I was interested in being a NED for the VCT. The director was someone I respected, and my instinctive feeling was yes, that’s something I would like to be involved with. Becoming a director felt like a step up and, on a personal level, it meant I could keep in touch with my city contacts and friends.

Having not been a NED before I had to learn on the job. I learnt a lot from the other non-executive directors and the chairman – it was interesting to see what types of question he asked and how he behaved in relation to the other board members and advisers.

What transferable skills do you bring to the Non-Executive Director role?

When the VCT was created the directors, myself included, oversaw the activities of the investment manager – we had regular meetings to do this and review the investment strategy.

In addition, because the VCT had to meet certain criteria in order to qualify for the tax advantages, we had to have a firm of accountants to advise us on whether we were complying with the venture capital trust rules in terms of the types of companies we were investing in.

To be able to support these activities as a NED required a certain amount of numeracy, analytical and financial understanding. My knowledge of the London Stock Exchange, AIM market and earlier banking experience meant that I was able to understand the figures, the reports and the performance of the business – and this experience has then lent itself to the other NED roles I have undertaken since.

What do you look for in a Non-Executive role?

Your role as a director is to help the board be effective. You cannot make a change by yourself, so you need to be able to relate to the other board members.  The people you work with need to be people that you respect, that you can influence, that you trust and that share similar values. The other directors also need to understand their responsibilities because if there is a problem you need to be able to work together.

Besides the generic aspects of the role such as helping develop strategy and monitoring management’s performance, companies will look for differing contributions from non-executive directors and when you are looking for a NED role you should ask what specific contribution they are looking for from you. For example, a technology company may want someone on the board who has up to date sector experience, so they have the knowledge to challenge the directors.

In my case my London Stock Exchange background gave me credibility, but my knowledge of the AIM rules, compliance matters and corporate governance are what most companies I have worked with as a NED have hired me for. In a private company owned by its founders you don’t have the discipline of the stock market and its associated reporting or the pressures of outside investors holding you accountable, but good corporate governance can enhance the performance of the board and the company.

What do you think the role of a NED is in an SME?

One of the main roles of a NED is to make sure that there is a comprehensive business plan in place, to challenge and critique this plan, and make sure it’s regularly reviewed and evolves with time.

Another important part of the role is monitoring the performance of the business.  There is a lot of complexity in a business and the non-executive directors are an extra set of eyes and brains to help the business succeed. 

The NED should make sure that there are the right KPIs (Key Performance Indicators) in place to measure progress against both the long term and short-term plan.  Having both financial and non-financial KPIs is important to give a more complete picture of the company’s progress.  There can be situations when financial performance isn’t as expected, yet it can be seen that there has been demonstrable progress through the non-financial KPIs.

During the year the board will cover a wide range of matters – legal, health & safety, HR reviews, and the more strategic business planning, budgeting, risk management, reporting on performance etc. For the board to be effective, you need to have the right people on the board to make the right decisions and a NED can add value in terms of suggesting opportunities and approaches which haven’t been thought of yet.

What benefits does a NED bring to an SME?

For many SME’s having a NED can be a cost-effective way of getting a wide range of consultancy experience under one umbrella. The benefits a NED brings include;

• Networks of contacts

• Experience of managing people and ensuring that the right people and structure are in place to allow the organisation to grow.

• Renumeration techniques, experience of how to set incentives for a particular sector and how to motivate staff in an SME company

• Experience in strategy development, and objective decision-making

• Good governance, including making sure that monthly management accounts are produced to the right standard

• Proposing financial and non-financial KPIs to measure

• Ensuring that there are proper risk management processes and wider controls in place

• Helping to make sure that the board is seeing the right information so that the right decisions can be made.

What do you think SMEs should look for when appointing a NED?

You need someone who listens well and can challenge in a constructive way.  Some concerns are best approached before the board meeting by approaching the chairman or other directors individually. However, there are times when you want the whole board to hear your concern because it’s important, and times when you need to quietly keep saying the same thing over and over again.

You also want someone who is approachable. When I meet a new member of staff, I introduce myself, explain what I do and that one of my roles is to make sure that the company does everything honestly and with integrity. It’s good for the wider team to know that there are non-executives who are approachable and who you could whistleblow to if you wanted to.

It is good for NEDs to be visible in the business and on occasion to get involved in special projects. For example, if the company doesn’t yet have a risk register, which it might not if it is an early stage company, then that can be a good way of meeting members of the company’s staff and teasing out what their perception of the risks might be and how they could be mitigated. This is a way of engaging with staff, making them understand how important risk management is to the board and embedding risk awareness.

If you build that relationship with non-board members you will be able to keep in-touch with what’s going on in the wider company, and you’ll pick up things which you wouldn’t if you were more remote and just attending the board meetings.  While some NEDs are able to interact more with non-board employees, it doesn’t suit everyone and different NEDs are wanted for the different experiences / knowledge etc that they bring.  

What advice would you give someone who wants to become a NED?

Make sure you have enough time and be aware that the role may suddenly require a lot of your time. For example, a transaction such as a fund raising, acquisition or major contract, or a crisis, can be time consuming.

Choose a business which you are genuinely interested in and where you can see how you add value.

Find out what it is exactly the company wants from you and keep up to date with the skill / expertise for which you are appointed.

Make sure you really understand the business and its key drivers. You also have to keep up with what’s going on in that sector and the wider market.

Watch the behaviours, actions and ways of working of other NEDs who are experienced – you can learn so much from them. But also keep learning yourself, go to NED events so you can understand your roles and responsibilities.

As a NED you are constantly triangulating in your monitoring. You need to keep checking and keep verifying no matter how much you trust or respect the other members of the board – you are a critical friend!

Bear in mind that, other elements like renumeration committee and audit committee work are very time consuming but interesting.

Remember, in a SME company the NED role is multifaceted, with opportunities to apply a range of skills and experiences gained from your previous roles.

Moon Consulting have extensive experience of supporting AIM listed, privately owned companies, SME’s, and second-generation start-ups with the appointment of non-executive directors.

We also regularly work with investment funds and have a network of non-executive directors who are used to operating in VC/PE backed organisations. 

For more information on how our experience of undertaking non-executive director campaigns please contact us on on 01275 371 200.