top of page
Search

Non-Executive Directors - What are they? with guest Mark Fuller

In the first of our new, longer format interviews, Graham is joined by Mark Fuller, Chair at Vistage UK, NED and a fellow business coach to uncover exactly what a Non-Executive Director is - what do they do in your business? Why do you need them? Mark's business philosophy is ‘Success is relative but also an evolution'. So, how can a Non-Execuive Director help your business evolve?



Mark Fuller

Chair at Vistage UK

NED

Coach & Mentor






Watch the Interview as a Video:

Read Interview:


Graham: Our subject this week is all about non-executive directors. Are they coaches? Are they consultants? Just what are they exactly? I'm really pleased to be joined by my guest, Mark Fuller. Mark and I have known each other for a very long time. We've worked together on a bunch of things over those years, and we've both been non-executive directors and continue to be non-executive directors in a number of different organisations. Mark, please introduce yourself to our audience. Tell us all about where you've been and what you've done.


Mark: I started life as an engineer, a chemical engineer, and I was working for a service business called slumber. And I did seven years with them in the Far East and in the Middle East. When I came back to this country, I qualified as a chartered accountant with Grant Thornton. I qualified just as we went into a huge recession, but I was very lucky; Grant Thornton helped me massively. He got me a secondment within a couple of years of qualifying with a private equity business in Manchester. I was supposed to go for six months, but the owner of the private equity business and a wonderful partner at Grant Thornton managed to find a way whereby I could join the private equity business. So I did just over 20 years in private equity.


I then was asked to become MD of a business in Liverpool, which was newly formed. There were four different groups of people who were being brought together and they needed that sorting out and then directing as a new investment business. I did that for eight years. It was a wonderful experience. In 2012, a good friend of mine asked me if I wanted to be deputy chair of a leadership group that I had been a member of since 2004. So, I went into that mode. I became the chair of that group in 2015 when I bought the franchise. And then in 2018, that became part of what's known as Vistage - previously the Academy for Chief Executives.


I've had a wonderful experience with great executives over an extended period of time doing what I love doing which is all about helping future leaders advance themselves. I'm very lucky. I love what I'm doing.


Graham: We've both had extensive experience as non-executives. We both continue to do that alongside our other day jobs. If you were to ask the question of somebody who's perhaps thinking about being a non-exec or hiring a non-exec, how would you describe the role? Are they coaches, are they consultants or is it something else?


Mark: You and I both know that you can effectively be a non-exec, whether or not you are a director. You have to be really careful about your own individual position, but in the context of the person thinking about whether they want a non-exec; everybody, every opportunity, and every leader are different. As a non-exec, I start at the beginning, which is to try and get a really good understanding of how they love working. I think there's a difference between coaching and mentoring. I think there's a difference between being a non-exec and coaching and mentoring, and I think you have to develop your skills as a non-exec around asking the right questions and trying to decide what is appropriate.


I have to say, most of the leaders that I work with do appear to prefer more of a mentoring approach than somebody trying to tease an answer out of them. They're busy people. I think you have to be very mindful as a non-exec as to what you are and aren't saying and how you say it. From my experience, you definitely use any coaching skills that you've built up over the years. You use an awful lot of mentoring. You're going to be offering an awful lot of advice based on your own experience. I think you do act as a consultant in many ways. You are the objective person, you're not as close to the detail. You do use your knowledge and observation skills to assess a situation and give input, give advice. So I think you do act as a consultant and a coach. I also think you do something else. I think you become part of the business. You are part of the team, albeit part-time, albeit detached in some ways. And if you're not keen to be part of that organisation for whatever set of reasons, then don't do it. But more importantly, if you do become part of it, own it. Enjoy it, and be as much a part of the team as the rest of the people who are perhaps committed full-time.


Graham: You mentioned earlier some of the issues around liabilities. You can be a non-exec, or you can be a shadow director just by giving advice in a certain way over a certain period of time. So you become a defacto director and that brings with it all sorts of legal liabilities. As a non-exec, you've got exactly the same legal responsibilities as a full-time executive. So, when you are in those kinds of situations, what steps do you take to minimise that risk or to mitigate that risk from your own point of view?


Mark: Good question. I think you need to look at the legal documentation that you have in place between you and the company. I think you have to look at if you weren't a non-exec, what would you say to somebody who was thinking about becoming a non-exec? So directors and officers, liability insurance and all of that are actually quite important. I don't think you can completely protect yourself. You have a responsibility as a director to the company and to its stakeholders. I don't think you can get away from that. So there is a level of liability, but that's where you are questioning, the quality of the people that you're working with, the progression, how do you feel? That matters a lot to me.


Graham: For me, one of the biggest feelings is trust. Do I trust these people? Are they telling me the truth? Are they telling me everything I need to know? Have I got a comprehensive picture of what the situation is? Do I feel comfortable that I understand the risks that I'm taking? And sometimes the answer to that in certain situations is no, I'm not. I've had situations where the risk has been too much, and I've felt obliged to take steps about that. There have been issues around health and safety in organisations where I've been uncomfortable and issues around financial propriety and I've stepped up and said, I'm sorry, but I don't like that. I don't think we should be doing that. I think you do have the responsibility to look after your own liability, but it does also build on whether or not you've got a high level of trust in the people around you. And if you don't, you probably shouldn't be there.


One of the other aspects that always fascinates me is that I think people who want to be a non-exec, or are thinking about a portfolio of non-executives - are they always the same job? Do you rock up and do the same job 10 times? Do you have the same conversation 10 times if you've got 10 non-exec roles, or are they fundamentally different?


Mark: At the moment I've got three non-exec directors and they are all completely different, in different sectors, different industries, different people.


Graham: That mirrors my experience. I think every one of the non-exec roles I've ever had over the years and continue to have now is different. They're in a different situation. They're in a different sector. The business could be in growth, could be in decline, they could be privately owned. They could be part of a public company. A whole raft of different factors come into play. And the job that you are doing is different. They want you for different reasons. In one of my non-exec roles, which I've had for over 20 years, I perform a role of a link between foreign ownership and a local management team. But much of my time is performing a buffer service between two fairly strong management cultures that are very different. And because I've been doing it for so long, I'm almost a trusted mediator, which sounds ridiculous because, in addition to all of that, there is all the normal commercial management stuff. So, I think they are always different.


This takes me on to a slightly different point, which is when you are thinking about becoming a non-exec director with another company, I always ask, What do you want me to do? What's the problem you're looking to solve? How do you feel about that when you are invited to get involved with a company?


Mark: I think to be patient and determined in getting an answer. My own values are that I do need to like and get on with the people that I'm working with. They don't have to always listen, but one of the things that I feel, and I don't know if it's a non-exec thing or it's into the coaching side of things, but I'm always intrigued. I'm always interested to be able to try and judge your form of view as to how someone might react. If I held a mirror up to them and said, look in the mirror, do you really, really mean what you've just said? I feel that's quite important actually, both for the organisation and for the individual. From an organisational point of view, you are there and you serve the business and its stakeholders. That's quite a tough question to ask a chief exec - especially if you are worried that whatever they're talking about might impact any stakeholder quite significantly. And that isn't to say they're wrong, but it really is to say some things you have to challenge. I think relationships, trust, all of those things matter.


Graham: Yes, you need the confidence in the relationship to be able to say 'we're not in agreement on this yet'. I think that's absolutely correct. What are the key skills, or the key attributes of an effective non-exec director? What would they exhibit? What would they bring to the party?


Mark: I think at the core it is around behaviours and people's behaviours, what are their values and their approach - that whatever they're doing actually matters. Just getting somebody to sign a non-exec contract is a very easy thing to do, but you could have completely the wrong person. you know their values, how they approach conversations that are going on on the board, how they start conversations, and how they communicate, what might worry them, how they show up. Rather than just being led by whatever is in the board papers, actually, they're gonna say, how do we make these better? Or are we missing out on something?


I think somebody who has the sort of personality where they can't get on with lots of people is going to struggle. You also have to be very careful about protecting the company. I think it's a real mix of things, and you'll probably agree. My view is that none of us has a full complement of things, but that's okay because everybody is different. People prefer different things. I've been a non-exec director in the past and I've sat on boards and just thought I'm just a name to have here. I don't feel like I'm a non-exec. I didn't stay in the end, but that's a really awful place to be and feel it.


Graham: One of the skillsets, I think, that people who want to be an exec have is that they've got to come from having been in many board meetings, preferably in many organisations. I think you need to understand what a board meeting is - it's not a management meeting, it's a board meeting. And I think that's relevant. I think basic skills around numeracy and financial management, and so on are like entry-level givens. There may be a need depending on what it is they want you to do, to have some kind of connectivity to the sector or the industry or the situation if perhaps someone's getting ready to sell the business or float it or something. Some knowledge of that kind of transaction might be very relevant. Yeah. So there might be relevant skills or experiences to the precise moment or sector the organisation's in, but I think above all they have to have these really, really good interpersonal skills where their emotional intelligence is able to fit in, without compromising in any way anybody's values without simply caving in. They've got to be able to challenge, but do it in a way where people respond, respond effectively, positively.


Mark: Yeah, I think that's right. First of all, why do they want someone? The second thing for me is, do I honestly think I can add some value here? Not all the time, but do I honestly think that I can? Because I could think of many an instance where I probably couldn't. And you know, I think it's a fair question to say, well what are you doing here? Quite apart from anything else, you're not adding any value, you're creating a distraction, and you are taking risks. I do think it's important that you look at can you add any value here? But people, people are people, you know, you're going to work out quite quickly what sort of people they are, what their values are, and I always think there's quite a good test in the getting to know you and getting the information to think about whether it's so. I would want to do is the quality and the care around the answer to the questions you might ask.


Graham: Yeah, I agree with that. I think the way in which they approach. Your involvement is very telling. It's the seriousness, the responsible approach, the integrity and all those things get wrapped up in the way in which they go about the appointment.


One of the things that often is a feature of a non-exec is that they've been already through a career or coming towards the end of a career, and this is the next step. How do people who perhaps put together a portfolio of non-exec jobs so they don't actually have a full-time job anywhere anymore, and their job is a series of part-time jobs - how do they, in your experience, stay on top of their game? How do they keep themselves up to date? How do they keep themselves fresh?


Mark: Well, I'm smiling because one of the ways is what I do with the Vistage Chief Exec Group because every month a reasonably large number of chief execs meet and it's a peer-to-peer forum. We talk about all sorts of issues that might be real now for different people or what people are worried about that are coming down the track. I think that I would feel a lot less comfortable myself, certainly in answering your question if I didn't do that and I didn't run that group, because you know, I'm getting highly regarded professional speakers in every month to speak to the group. We're a very open and honest group. But if I'm outside of that environment, you can do some things, but I think that's quite hard.


I think you raise a really important point, which is how do you stay current? You know, you raised the point earlier on how you become a non-exec; they need these skills, they need this experience, but if you haven't been a non-exec before, you haven't got the skills you haven't got, and therefore, the ability to demonstrate skills and talents and experience at different levels will eventually get you to that - but it's quite hard.


Graham: I think it is hard. I think if I turn it on its head - I love the variety of non-exec jobs. It's why I love coaching - meeting all sorts of people doing all sorts of wonderful things. And being able to help them is a, is a great joy. And for me, the opportunity to learn from every one of those roles to learn from every one of those assignments, and I do belong to a Vistage group, so I know exactly what you mean about peer-to-peer learning. I think it's absolutely a joy. I enjoy it. It isn't for me difficult. I'm very curious about stuff and I will explore and learn.


Mark: And you've just used the word, you've just used the killer word. The killer word is curiosity. If you fancy doing a role like non-exec, and you are not curious, how can you help the people that you are working with? How can you change anything? Being curious requires you to be proactive and out there.


Graham: We both have multiple non-exec roles. If you turn that on its head - how do you feel about companies having more than one non-exec at a time?


Mark: I'm not sure I feel anything. The question I would ask is, are the roles of the individuals as non-execs clear and well understood and agreed upon? Why are those individuals on the board and how do they help one another to make the bigger picture? Bigger, better, and stronger than their individual bits. I haven't had experience with a number of non-execs in the same organisation other than in the public sector.


Graham: I've met it two times. It's not common. It does require everything you said earlier - clarity of role, why are either of them or both of them there, what are they there to do? And without that, they're going to bump into each other and not necessarily provide consistency to the team around them.


Where I have seen it and see it work very well was where one of them, in particular, had a very, very specific skillset. And in this context it was technical. And that person knew an awful lot about a very important aspect of their particular business. Almost a unique skill and that limited the contribution they could make in so far as its breadth. But when it came to the point at hand, it was invaluable. And so I could see, and it did work, it worked very well. They knew what their limitations were and didn't really have any interest in strength beyond those subjects. But when those subjects came up, they were enlightening. You know, they were just on fire. So I've seen it happen. I think it, in a small business and in a non-public company business, you need to think carefully about it because it can be overkill and it can literally spoil the effect if you're not careful.


As, as we come towards the end of this conversation, we've both had many glorious moments, memorable moments as a non-exec. Have you got one really great uplifting experience and one, oh my gosh moment that's happened to you as a non-exec?


Mark: I caveat what I'm about to say from my time as an appointed non-exec to a business where we were a private equity investor. So you and I know that can be completely different from what most people are looking for, but legally everything else, you're in the same thing. To be faced with a conversation with the chief exec and the FD where instinctively, I felt they had given up the ghost. instinctively. I felt they were now flapping about, and instinctively I felt that we'd lost our investment. I have never felt quite as sick as that. And that feeling of helplessness, that feeling about. . was I on things quickly enough? Did I ask the right questions soon enough? All of those things come big time. But I'd also say at this point, that you Graham has started a number of businesses. You've run a few businesses, but you've also started and sold some businesses. If it were so easy that anybody could do it, everybody would do it. It's not, so these challenges come and it's about how you treat people, how you behave, how you get your thinking in order to protect. As many people as you can, because the situation isn't going to change, is it?


Graham: I've been in situations as a non-exec, particular one was a health and safety instance, someone got badly hurt. We all felt dreadful about it. I don't think we had behaved, as a board or as an organisation, negligently and neither did the health and safety executives, but it didn't stop it from being very, very, very painful.


Then again, there's the elation, the times that I've been involved in a business that has either been sold or has done something, it's made an acquisition or it's penetrated a new mark, it it's achieved one of the things that it really set out to do that was never going to be easy, but it got there that the elation, the joy is, is as real for you as the non-execs is for everybody else in the team. That's happened multiple times and yeah.


I'm gonna bring the conversation to a close Mark, and thank you very much for your time and your shared experience. The audience will have got a lot from this, I'm sure. If anybody would like to reach out to you, perhaps learn more about Vistage, you'll learn more about your experience as a non-exec, how can they get hold of you?


Mark: I am on LinkedIn as Mark Fuller. My email is mark@purebluevision.co.uk - That's my consultancy. My mobile is 07831 179 555. I'm always open to a cup of coffee and a conversation. If somebody was interested in Vistage and what it does and what's the group like, they should talk to you Graham if you don't mind me saying that. In the first instance, as you will know the group that I run has an average age in terms of membership of over five years - so people stay with these groups. I'm sure you could give great insight to people if they were interested in that.


Graham: Well, again, thank you Mark, and thank you audience for reading and for watching, and we'll see you again next time on The Coaching Conversation. Bye.

 

That was the latest edition of The Coaching Conversation. I hope you found it interesting. I hope you found it useful. You can find out more about our coaching programmes at theexecutivemindset.co.uk

If you want to reach out you can send us an email at theexecutivemindset@sagegreen.com you can book a free 15-minute coaching session at theexecutivemindset.co.uk which will give you a really good feel for how coaching can help you. SUBSCRIBE to 'The Coaching Conversation' Podcast:

Watch our video series here: https://bit.ly/3EpSJSE

Opmerkingen


bottom of page