Governance Experts as Non-Executive Directors: A perfect fit?
Governance experts and Company Secretaries are a prime but often overlooked pool of talent available as high-quality Non-Executive Directors. Yet why, exactly, do they work so well on Boards?
In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner, is joined by Lyn Colloff, a Fellow of the Chartered Governance Institute with 40 years’ experience in governance, risk, and compliance across listed and regulated sectors. Most recently, she served as Company Secretary and Head of Governance, Risk, and Compliance at Wincanton plc, a FTSE 250 supply chain leader, where she was also a member of the Executive Team. She now leads her own consultancy, delivering governance training and short-term board support, while actively pursuing Non-Executive Director opportunities.
“These individuals are very used to exercising independent judgment, which is an important concept for a Non-Executive Director.”
For Lyn, Company Secretaries excel as Non-Executive Directors due to their experience and learned discernment. They bring governance, strategic, and contemporary risk expertise into the room, along with an in-depth understanding of boardroom dynamics. Plus, their deep understanding of codes, frameworks, and regulations helps them translate complexity into practical board-level advice and strategic planning insights.
“There’s a case to put about making sure you’ve got all of the skill sets you need in the boardroom, including that big governance piece.”
While Lyn recognises that CFOs and CEOs dominate as Non-Executive Directors, opportunities exist in other talent pools. For smaller FTSE, charity, and sport groups that may lack their own Company Secretary on staff, Company Secretaries serving as Non-Executive Directors can help them enter the right governance space.
“If you fill the boardroom full of CEOs or ex-CEOs and CFOs, you’re not getting that diversity of thought.”
As people work longer or switch into a give-back mode, there’s an abundance of keen volunteers for a seat at the table. However, Lyn feels Board Chairs must ensure that seats are filled with individuals from diverse backgrounds and types of experiences to have a healthy, functioning board.
“I don’t accept that Company Secretaries have no financial experience.”
Many Boards seek P&L experience. However, Lyn notes that Company Secretaries with executive experience often possess deep budgetary expertise and serve as advisors to remuneration committees. This can provide a depth and breadth of financial understanding for the entire organisation, going well beyond the strict P&L of just one division or line of business.
“Many people in the COSEC space really do understand how to safeguard shareholder and stakeholder interests.”
For Lyn, what sets Company Secretaries apart is their strong track record of contributing to strategic planning, transformation, and stakeholder alignment. They are very tuned into the strategic planning process, understanding the sector and the political environment of the organisation, and applying that knowledge in planning for the future. So, Board Chairs should carefully consider what gaps exist in the Board’s views, experiences, and perspectives, and whether a Company Secretary could fill those gaps.
The top three takeaways from our conversation for effective boards are:
- Be open-minded about the background and skill sets that can be brought into the boardroom by a governance professional or Company Secretary.
- Consider the skill set of all Board members and complement what’s missing with good all-rounders.
- Look at the risk horizon and understand what’s likely to impact the organisation’s strategy in the coming years and how to make sure the Board is equipped to meet those challenges.
Come Join the Better Boards Community
We’d love to get to know you! If you’d like to become part of the Better Boards community, discover our unique approach, and explore ways to work with us or share your ideas on The Better Boards Podcast Series, drop us a line at info@better-boards.com
Remember to subscribe and never miss an episode of the Better Boards Podcast Series. It’s available on Apple, Spotify, or Google.
To find out how you can participate in the Better Boards Podcast Series or for more information on Better Boards’ solutions, please email us at info@better-boards.com.