1. The Professional Board Some thoughts on board effectiveness and leadership Date 3 December, 2015 Kit Bingham

2. The reforming effects of crisis – from Cadbury to the present day  Some definitions:  “The board should set the company’s strategic aims, ensure that the necessary financial and human resources are in place for the company to meet its objectives and review management performance. The board should set the company’s values and standards and ensure that its obligations to shareholders and others are understood and met.” (UK Corporate Governance Code 2010)  “The job of the board is all to do with creating momentum, movement, improvement direction. If the board is not taking the company purposefully into the future, who is?” (Sir John Harvey-Jones)  The impact of the credit crunch – ‘board behaviours’ and board evaluation “A Permanent Hot Bath”

3.  “Corporate governance refers to ways of ensuring that corporate actions, agents and assets are directed at the constitutional objectives of the corporation set by the corporation's owners.”  The importance of defining and knowing your objectives  A simple model of board effectiveness – People, Purpose, Processes  Strategy, Resources, Governance

4.  Some critical aspects of all good boards:  Know their goals  Are appropriately structured and resourced  Focus on performance and risk  Regularly evaluate their own performance  Challenge and support  “The critical friend”  “A good board is an uncomfortable place to be”