From a political, macro-economic and environmental perspective it’s a tough time to be a Board Member, and it’s likely to get tougher. Equally, it’s in turbulent times that Boards show their mettle and the quality of governance becomes a key differentiator. Fidelio’s focus is building Boards that add value. In the seventh iteration of Fidelio’s “A Seat at the Table” (24th-25th September at Hever Castle, Kent, UK - see above) we will focus upon the skills needed to (a) succeed to the Boardroom and (b) contribute at the Boardroom table in times of disruption and turmoil.
The Basics of Governance
We will be sure to go back to basics, reviewing Directors’ Duties with Professor Bob Garratt, author of the Company Secretary’s bible “The Fish Rots From The Head”. While many Boards have become risk averse, our focus will be promoting the success of the organisation. Defining success requires a clear understanding of interests – both of shareholders and stakeholders. Failing to deliver for shareholders has consequences and explains the rise of activism. Steve Cheetham, drawing on extensive investment and governance experience, will explore:
What drives activism
How Boards can pre-empt it
The appropriate Board response when you discover an activist on the register
Shareholders & Stakeholders
But equally in a week when the Business Roundtable of US CEOs formally agree that narrow shareholder primacy no longer serves business nor society well, Boards Directors need to embrace a more nuanced understanding of value. Susan Sternglass Noble, experienced Non-executive Director and former investor, will share the work of the Investor Forum and its contribution to better stewardship and governance, and from this “A Seat at the Table” will explore the rise in ESG and its implications for companies and Board Directors. In this context, Climate Change is rising rapidly up the Board Agenda and the work of ChapterZero; the Directors' Climate Forum will provide a framework for us to understand how individual Board Directors increase their own climate change competence, as well as that of their Boards.
Boards & Crisis
“A Seat at the Table” also provides practical insight and guidance from those with first-hand, cutting edge Board room experience, including David Jackson, former Company Secretary of BP. David will lead us through:
pre-empting crisis and preparing for crisis as a Board Director
the due diligence any prospective Board Director should undertake as they consider an appointment, a theme that will also be explored by Mark Cumberlege in navigating the Search process
Twelve months ago Fidelio interviewed leading Chairs on how they were preparing their Board for disruption. “The majority of Chairmen interviewed recognised that diversity was critical” and a “lack of diversity resulting in groupthink in the Boardroom was seen as a major risk.” Fidelio will once again highlight the importance of diversity in “A Seat at the Table” and how to achieve it.
Diversity in the Boardroom
Denise Wilson OBE, CEO of the Hampton-Alexander Review will update us on progress towards the UK’s 2020 targets of 33% representation of women on FTSE 350 Boards, Executive Committees and their Direct Reports. A goal of Fidelio’s “A Seat at the Table” is to understand what works and what each individual Board Director can contribute to Board culture, inclusion and diversity. The governance of Search plays a critical role. While progress has been made on increasing gender balance among Non-Executive Directors, Fidelio has consistently flagged that the number of female Chairs remains stubbornly low, for example in Unlocking Value: Board Evaluations and Diversity and more recently Tenacity & Diversity.
Learning From the Chair
We therefore look forward to welcoming three female Chairs on “A Seat at the Table”: Ruth Cairnie, Chair of Babcock International; Rachel Beagles, Chair of The Association of Investment Companies; and Lady Barbara Judge CBE, Chair of Cifas. This provides an opportunity to understand:
the role of the Chair
how the Chair builds her Board
and, with Rachel Beagles, we will also for the first time look specifically at investment trusts, their governance and the role of the Board.
Board effectiveness is always dependent on a healthy dynamic and Board Members add value through presence authority and influence. This is true in good times and even more so in times of turbulence and disruption. Once again, we welcome Chris Heimann, Head of Improvisation at RADA, to prompt us on Board dynamic and communication in the Boardroom and beyond.
Fidelio’s Commitment to Board Effectiveness
Over seven iterations, “A Seat at the Table” has consistently promoted the five attributes of an effective Board Member :
Understanding the complexity of shareholder and stakeholder expectations for the Board and leadership team
A firm grasp of governance, including formal and informal power structures
Presence and authority; personal impact; the ability to influence
Reinforcing networks; networks of support and networks of reciprocity
Resilience under extreme pressure
For a Board Director to add value and succeed against today's disruptive backdrop, developing these attributes has never been more important.
To learn more about how Fidelio adds value through Board Evaluation and Search, please contact Gillian Karran-Cumberlege at firstname.lastname@example.org