Presentation given at the IoD Oxford Leadership Breakfast on Wednesday 27 November 2013 If you have ever wanted to find out more about the opportunities offered by taking up a Non-Executive Director position, as well as how to find one and whether you’d be suited to the role – now’s your chance! David Doughty - a Chartered Director and director of Executive Transitions - will give you the highlights in a lively breakfast session at Oxford Brookes Restaurant. David has a wealth of experience in roles varying from his directorship of the Executive Transitions Network – helping people develop a portfolio career - to his time as Chief Executive of the Oxfordshire Economic Partnership. This breakfast session is an opportunity to explore the realities of NED positions, deal with a few myths about the status of NEDs and see how you would respond to some typical scenarios, were you to be a NED on a company’s board.

1. Leadership Breakfast:
Have you got what it takes to be a
NED?
Wednesday 27 November 2013

2. David Doughty
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Chartered Director
Chair Thames Valley HIEC
Chair The Centre for Sustainable Healthcare
Chair Future Healthcare NI
Non-Executive Director Oxfordshire Learning
Disability NHS Trust
• Director Oxfordshire Business First
• IoD Chartered Director Interviewer

3. What is a Non-Executive Director?

4. Case Study
You are a newly appointed NED in a small engineering
company about to attend your first Board meeting. Last year
the company had its best ever year in terms of sales and profit
and all staff and executives received a profit related bonus.
This year, performance has been poor, sales are down and the
company has made a small loss. There is no staff bonus, there
is a pay freeze and some staff have been laid off.
In your Board papers you see that the Remuneration
committee are asking the Board to approve bonus payments
for the executives at the same level as the previous year.
What do you do?

5. Companies Act 2006
• The seven general duties
– To act within powers
– To promote the success of the company
– To exercise independent judgment
– To exercise reasonable care, skill and diligence
– To avoid conflicts of interest
– Not to accept benefits from third parties
– To declare interest in proposed transaction or
arrangement with the company

6. Companies Act 2006
To promote the success of the company - having regard (amongst
other matters) to:
• The likely consequences of any decision in the long term;
• The interests of the company's employees;
• The need to foster the company's business relationships with
suppliers, customers and others;
• The impact of the company's operations on the community and the
environment;
• The desirability of the company maintaining a reputation for high
standards of business conduct; and
• The need to act fairly as between the members of the company.

7. What skills do NEDs need?
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Integrity - high ethical standards
Sound judgement - willingness to challenge
Interpersonal skills – listening, persuasiveness, ability to communicate ideas,
sensitivity, openness and awareness of non-verbal communication, co-operation
and team-working, facilitation skills
Leadership and self-awareness, ability to gain respect and attention, confidence
Critical thinking, creativity and strategic awareness - the ability to take the wider,
strategic view
Business acumen, ability to identify new business opportunities, embrace change
and innovation
Ability to assimilate, assess and analyse information, especially financial
information
Political astuteness, diplomatic, able to deal with conflict
Determination, with the tenacity and drive to succeed
Keenness to gain new knowledge and skills to develop competences further

8. The Chairman
• The Chief Executive leads and runs the company
• The Chairman leads and runs the Board
• The Chairman is elected by the Board and has the same duties
as all directors
• The Nominations committee will oversee the search for Chair
and NEDs
• Key qualities
– Intellect, leadership, team-building, relationship-building, integrity,
critical friend, collaborative, knowledgeable, respect.
• Key responsibilities
– Mentor, entrepreneurial, clarity, effective
• Relationship between Chair and CEO
– Transparency, Trust, Sounding-board, Supportive

9. IoD Chartered Director
• The professional qualification for
directors
• Awarded under Royal Charter
• Assesses the practical experience gained
by a director
• The interview is based on a portfolio of
evidence
• The interviews are conducted by
experienced peer reviewers
• The designatory letters C Dir are
conferred on individuals who successfully
pass the peer review.

10. Have you got what it takes to be a
NED?
Questions