1. 1 What makes an effective Board by Isabelle Bearn-Fournier, 15/03/2011 07719348140 – ibearnf@gmail.com isabelle@ffplacements.co.uk  Management & Recruitment Consultant with experience of voluntary and public bodies; as well as of delivering results in marketing, operations, and business development in blue-chip and professional services’ organisations.  Currently working on recruitment assignments sourcing Non-Executive Directors, Chairpersons, and Executives.  BA, MBA, CIM, Dip in IP Law, SFEDI

2. 2 What control companies  SHAREHOLDERS have rights & limited liabilities  BOARD: ‘mind & will’, fully accountable, directors are directing not managing  EXECUTIVE MANAGEMENT: owe duties to the company, must act in its best interests  POWER & AUTHORITY can be delegated from the shareholders to the executive management  RESPONSIBILITY: can be delegated from shareholders to Board and executive management to Board, but the Board cannot delegate it  Follow the Corporate Governance Code principles: probity, transparency, focus and accountability

3. 3 Effective board  engaged  collectively responsible  Chair leads the board & CEO runs the company  balance of executives and ‘independent’ NEDs  no one individual has unfettered powers of decision  strong, independent committees  talk openly, respect each other views, share a common vision  regular review of its effectiveness

4. 4 A great Chair is one who  Communicate effectively to the shareholders, and shareholder views back to the Board  Set a relevant agenda  ensure effective implementation of decisions  style: Referee & mentor, coaching  to maximise contribution of the NEDs & ensure good dialogue between the Executives and the NEDs  ensure annual assessment of the board’s performance & that weaknesses -individually & collectively- are addressed  recommend the succession planning of members

5. 5 Key differences Executive DirectorsNon-Executive Directors Full timePart time Day-to-day, hands-onHands-off EmployedSelf Employed Contract of employmentLetter of appointment Not IndependentIndependent, Challenge Line responsibility for employeesNo line responsibility Executive responsibilityNo executive responsibility Execute company strategyReview company strategy Execute Board’s decisions Brings an outside perspective Micro or internal knowledge from wider experience

6. 6 Recruiting  Structured recruitment process  formal, rigorous & transparent procedures  Right chemistry  magic Board  Job/person specification specifying the required technical abilities, soft skills  Best profile to fit the company’s culture  Conflict of interests  Objectives etc. to be included in the Contract or Letter of appointment  Induction & Appraisal  Directors and Officers Liability Insurance (D&O) or equivalent for your sector or company structure  improving business performance through Diversity