Board Governance & Leadership The Importance of Behaviours Anne Storey 21.4.15 Onboard Associates • • Experts in Board evaluation and dynamics Over 30 years each experience in commercial, sports and charity sectors 20years + Board level experience in Commercial, Public & Not-for-Profit organisations Including Sports organisations ..…. “Onboard Associates were instrumental in their work with Pentathlon GB to help the Board of Directors to modernise to provide effective and dynamic leadership aligned to the organisation Vision and Purpose”Jon Austin, CEO, Pentathlon GB (now Badminton England) The evolution of Board Governance to include leadership & behaviours…. 1980’s Various scandals of financial misreporting in UK business Early 1990’s Cadbury Report improvements in financial reporting, transparency audit committees to be established more, and more impartial, Non Exec Directors (ethics, transparency, and independence) Late 1990’s Corporate Governance Code introduced Turnbull Report introducing forward looking role for Boards: risk and strategy (and subsequent updates) (strategy, risk and change leadership) 2000’s Enron scandal et al reinforce the need for independent Boards Higgs Report focused on need for Chair independence & ensuring NEDs able to make importance contributions (ethics, facilitation, independence and leadership) 2010’s Continuation of the story ... Continuous improvement….Board Effectiveness Reviews Research reinforcing that Boards with excellent leadership skills and ethical behaviours outperform organisations without Recent Thinking about Boards …….. • Changing the nature of Board engagement (April 2015) Requirements for Effective Boards & company performance • Connect between meetings • Actively input to the strategy • Mentor the organisation’s talent (but remain objective) • Work on some projects with the Executive & staff • Ask tough questions to get to the heart of things • Effective behaviour in Boardroom (2012) • Respectful listening, open dialogue, constructive probing questions • Focus on ‘softer’ performance indicators e.g. culture, morale, talent • Understand enough of the operational details to take a strategic lead Summary of recent Board research…… Summary of Key Effective Behaviours from the Governance Framework…….. Before Board Meetings Read papers thoroughly; prepare questions During Board Meetings Balanced and impartial behaviours and thinking style Respectful disposition Active listening & probing questioning Strategic level focus & contributions Ensure organisational performance is scrutinised Raise difficult issues through a brave and respectful style of dialogue Enable robust decision making & actions Ensure follow up, and that risk is anticipated and managed Between Board Meetings Timely delivery of your commitments Publicly support of Board decisions Speak to Board, staff & stakeholders to enhance knowledge & relationships Seek feedback on own & collective board performance Proactively think about emerging trends, opportunities & risks Summary of Key Ineffective Behaviours from the Governance Framework…… Before Board Meetings Fail to prepare thoroughly for Board meetings, and develop my views During Board Meetings Use offensive or discriminatory language or behaviour. Over-promote my own views or get defensive when not shared by others. Dominate board meetings, or dismiss the views of others. Get bogged down in discussing operational detail. Keep quiet if I have concerns about the organisation. Resist change or new ways of doing things. Between Board Meetings Fail to deliver on my commitments as a board member. Publically disagree with decisions that the board takes as a group Try to reopen agreed decisions. Allow disagreements or conflicts with others to go unresolved. Final thoughts…… “Being a Board member should not be a comfortable experience. It is a critical and challenging role that carries with it significant impact. If you are not feeling stretched you are probably not doing the role justice.” Craig Hunter, FCIS, Director Onboard Associates Limited. “Continuously reflecting on and finessing our individual behaviours and contributions around the Board table, and between meetings, is critical if we are to display the level of influence and leadership required for success.” Bridget Jolliffe, FCIPD, Director Onboard Associates Limited