The document summarizes a seminar about non-executive roles. It introduces the speaker, David Doughty, and his experience in non-executive positions. It then defines what a non-executive director is and discusses their key responsibilities like providing strategic direction, overseeing performance, managing risk and communication. The duties of a non-executive director are also outlined. Skills needed for the roles are presented, and advice is provided on how to become a non-executive director. A case study example is given about a newly appointed director facing a decision about executive bonuses.

1. Portfolio Careers Day
Saturday 25 February 2012
UWE Conference Centre

2. Seminar 3: Non-Executive Roles
David Doughty

3. Seminar 3: Non-Executive Roles
David Doughty
• Chartered Director
• Chair Thames Valley HIEC
• Chair The Centre for Sustainable Healthcare
• Non-Executive Director Oxfordshire Learning
Disability NHS Trust
• Director Oxfordshire Business First

4. Seminar 3: Non-Executive Roles
What is a Non-Executive Director?
• No difference between executive and non-
executive roles
• Limited liability?
• “Critical Friend”
• Can be a Governor or Trustee

5. Seminar 3: Non-Executive Roles
What do Non-Executive Directors do?
• Strategic Direction
• Monitor Performance
• Communication
• Risk
• Audit
• Remuneration

6. Seminar 3: Non-Executive Roles
What are the statutory duties of a NED?
• act within powers set out in the memorandum of
association,
• promote the success of the company,
• take into account the legitimate interests of stakeholders
• exercise independent judgement,
• exercise reasonable care, skill and diligence,
• avoid conflicts of interest,
• not to accept benefits from third parties, and
• declare interests in proposed transactions or arrangements.

7. Seminar 3: Non-Executive Roles
What skills do Non-Executive Directors need?
• 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. Seminar 3: Non-Executive Roles
How to become a Non-Executive
• You may have to start as a governor or trustee
• There is strong competition for NHS and Housing
Association posts
• Finding roles
– Networking (face to face and social)
– Research (Internet – Google Alerts)
– Contact Chairs directly
– Executive Transitions

9. Seminar 3: Non-Executive Roles
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?

10. Seminar 3: Non-Executive Roles
Case Study
• Is there a ‘right’ answer?
– Reward for failure
– Motivation for executives to go the extra mile
• Who are you accountable to?
– Shareholders
– Staff
– Customers
– Community

11. Seminar 3: Non-Executive Roles
Case Study
• Talk to the Chair
• Talk to the SID / other NEDs
• Act with Integrity and Independence

12. Seminar 3: Non-Executive Roles
Thank you
david@doughtymail.com
http://daviddoughty.wordpress.com
@daviddoughty
http://uk.linkedin.com/in/daviddoughty