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Governance guidance for BSAVA

June 13, 2016

Companion Feb 2016

In December 2015, David Doughty joined BSAVA as its Governance Consultant – a role that will help the organisation make the best use of its resources and take full advantage of all opportunities to support our members.

A physicist and engineer by training, David has been involved with a number of businesses, particularly in the IT sector, and was one of the first people in the country to become a Chartered Director. He is a former Vice Chair and governor of Abingdon and Witney College, a past chairman of the Oxfordshire branch of the Institute of Directors and a former Vice-Chair and non-executive director of the Oxfordshire Learning Disability NHS Trust. David has extensive executive and non-executive experience in both the private and public sectors and is also a consultant at board level to multi-national organisations.

The March edition of Companion will feature an interview with David, discussing this new role and his involvement in BSAVA.

bsava-logoFrom BSAVA Companion, February 2016

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Non-Executive Directors – ‘Guinea Pigs’ or highly trained professionals?

February 17, 2016

Guine Pig Director

Over 130 years ago, in the 1870s, company directors were not very highly regarded. In 1871 Temple Bar magazine refers to them as “Guinea pigs” – “the pleasant name for those gentlemen of more rank than means who have a guinea and a copious lunch when they attend board meetings”

This derogatory term for a board member persisted. In 1895 A J Wilson said “A man who lives by getting himself placed upon the Boards of a number of companies whose business he can have neither the time nor the qualifications to assist in directing, is a ‘guinea pig’.”

They even coined the verb ‘guinea-pigging’ to describe the practice of acting as director of a company for the sake of the guinea fees. It was said that a large number of the ‘bubble’ company boards of the 1928 boom were packed with ‘guinea-pig’ directors.

Fast forward to today – it is 22 years since the publication of the Cadbury report which established our current thinking regarding Corporate Governance and in that period we have made great strides in improving the way the boards of our listed companies are run in the UK.

The UK Corporate Governance Code, even though it only applies to listed companies, has been adopted by the boards of many large un-listed companies and is seen as a best practice guide to running a limited company.

One of the key principles of the Code is the importance of having Non-Executive board members and we have seen the rise in portfolio career directors, typically middle-aged men and women who have retired from their corporate careers and have taken up a number of Non-Executive board positions.

So, are these people “Guinea Pigs” or highly trained professionals?

Unfortunately, despite all the advances in Corporate Governance and the associated pre-eminence of the City of London as a global financial centre, the numbers of company directors who regard their role as a profession in its own right are few and far between.

It is 15 years since the Institute of Directors established its Chartered Director qualification and yet there are now just under 1,200 Chartered Directors sitting on boards out of a total of 5.6million directors registered at Companies House in 2014.

My own experience working with boards of all different shapes and sizes in the private, public and voluntary sectors would lead me to believe that the majority of company directors have no, or very little, training to equip themselves with the skills and knowledge necessary to undertake their roles effectively.

In terms of Non-Executive directors, we still seem to have a number of “Guinea pigs” – the titled, current or former politicians and the well-connected who occupy a string of boards without seemingly having the qualifications to do so.

It is a great thing that anyone with £17, an internet connection and 5 minutes to spare can form a limited company and become a company director – ease of creating a business entity is seen as a major competitive advantage when it comes to inward investment.

However, that does mean that we have a large number of company directors who are blissfully unaware of their duties, roles and responsibilities as set out in the 2006 Companies Act.

Being a company director requires much more than simply knowing the law, however. In the case of Non-Executives, the board’s ‘critical friends’, the skills needed are completely different from that of the executive director.

There seems to be a general disinclination for directors to get trained. Is this something to do with not wanting to be seen to not know everything? – or is there an assumption that if you have got so far in your career as to be appointed to a board then there is nothing more to learn?

Or, dare I say it? – is there a gender factor here? Are men less willing to admit that they need to learn what being a company director entails than women?

Certainly there is no shortage of training courses out there, from half day on-site training costing a few hundred pounds through to the 6 month Financial Times Non-Executive Director Diploma at £5,900 and the Institute of Directors Chartered Director MBA-level qualification at £12,500.

So the question is – if you are a company director are you a guinea pig or a highly trained professional?


Is your board dysfunctional?

August 22, 2014

Does your board have directors who trust each other, are committed, are comfortable with conflict, hold each other to account and are focused on results?

Corporate GovernanceIf not, your board is likely to have some degree of dysfunctionality and is possibly in need of an intervention.

I have been working with boards of organisations of all sizes in all sectors for a number of years and most of them exhibit some degree of dysfunctionality,

I use a board evaluation and diagnostic tool based on the book by Patrick Lencioni, The Five Dysfunctions of a Team, to discover the level of dysfunctionality within a board.

The foremost dysfunctionality is; Lack of Trust – if there is no trust on the board, directors will:

  • Conceal their weaknesses and mistakes from one another.
  • Hesitate to ask for help or provide constructive feedback.
  • Hesitate to offer help outside their own areas of responsibilities.
  • Jump to conclusions about the intentions and aptitudes of others without attempting to clarify them.
  • Fail to recognise and tap into one another’s skills and experiences.
  • Waste time and energy managing their behaviours for effect.
  • Hold grudges.
  • Focus time and energy on politics, not important issues.
  • Dread meetings and find reasons to avoid spending time together.

The next dysfunctionality is; Fear of Conflict, The symptoms of this dysfunctionality in boards is that they will have boring meetings, create environments where back-channel politics and personal attacks thrive and ignore controversial topics that are critical to board success. They will also fail to tap into all the opinions and perspectives of board members and waste time and energy on posturing and interpersonal risk management.

The third dysfunctionality is where a board Fails to Commit to being a Team – this results in:

  • Ambiguity among the board about direction and priorities.
  • Missed opportunities due to excessive analysis and unnecessary delay.
  • A lack of confidence and fear of failure.
  • Revisiting discussions and decisions again and again.
  • Second-guessing among directors.

Dysfunctional boards are unable to create clarity around their direction and priorities and cannot align directors around common objectives. They move forward with hesitation and are unable to learn from mistakes.

Fourth, a board that Avoids Accountability:

  • Creates resentment among directors who have different standards of performance.
  • Encourages mediocrity.
  • Misses deadlines and key deliverables.
  • Places an undue burden on the Chair as the sole source of discipline.
  • Does not ensure poor performers feel the pressure to improve.
  • Does not identify potential problems quickly by questioning each other’s approaches without hesitation.

Finally, if a board is not Focused on Results, the organisation will stagnate or fail to grow, rarely defeat competitors, lose achievement-oriented employees, be easily distracted and encourage individualistic behaviour where board members focus on their own careers and individual goals.

So what should boards be doing?

Directors who can agree with most of the following are likely to be sitting on more effective boards:

  • Board members are clear on what is expected of them.
  • Board meeting agendas are well planned so that the board is able to get through all necessary board business.
  • Most board members come to meetings prepared.
  • Written reports to the board are received well in advance of meetings.
  • All directors participate in important board discussions.
  • Different points of view are encouraged and discussed.
  • All directors support the decisions reached.
  • The board has a plan for the further development of directors.
  • Board meetings are always interesting and frequently fun.

How many of the above statements are you able to agree with?

If you disagree with a number of them, the likelihood is that you are a member of a dysfunctional board … and If your business has a dysfunctional board, it is also likely to be a dysfunctional business.


The Effective NHS Non-Executive Director – Oxford 16 July 2013

June 26, 2013

The effective NHS Non-Executive Director is an interactive one-day course specifically designed for aspiring, newly appointed and serving Non-Executive Directors of NHS Trusts and NHS provider organisations including Social Enterprises

NHS non-executive director

The course provides an essential grounding in corporate governance in the context of the NHS and wider healthcare provision during a period of great change.

In order to be effective members of an NHS or healthcare provider board, Non-Executive Directors need to fully understand their roles and responsibilities particularly with respect to the identification and management of risk, accountability, oversight, assurance and governance.

Recent high profile incidents such as Mid Staffordshire and Winterbourne View have thrown into the spotlight the important role that Non-Executive Directors have in ensuring that the needs of patients and service users are met in a safe, clinical environment. Using appropriate case studies, the course explores ways in which Non-Executive Directors can address these often sensitive and sometimes uncomfortable issues.

The course covers:

  • the role of the Non-Executive Director in healthcare
  • Directors’ duties and liabilities
  • the NED skill-set & Case Studies
  • Securing a NED position in healthcare

Who should attend?

Individuals who are aspiring, newly appointed or serving Non-Executive Directors of NHS Trusts and NHS provider organisations including Social Enterprises.

What to expect?

  • Clarifies the roles and responsibilities of a non-executive director on an NHS or NHS provider board
  • Provides practical guidance on how to address the particular challenges of governance in a healthcare context

Course objectives

Participation on this course will provide you with the knowledge to:

  • understand corporate and clinical governance in the current healthcare environment
  • be effective in your role as a Non-Executive Director in healthcare
  • demonstrate the fundamental concepts, principles and practices of good governance
  • learn from recent corporate governance failures to improve the effectiveness of your board
  • confidently discharge your legal and fiduciary duties as a Non-Executive Director

Course Leader: David Doughty CDir FIoD

David Doughty - Chartered DirectorThe course is delivered by David Doughty, a Chartered Director and highly experienced Non-Executive, Chief Executive, Chair, Entrepreneur and Business Mentor. David has extensive executive and non-executive experience in small and medium enterprises in private, public and voluntary sectors including the NHS. He is also a board level consultant to multi-national organisations and a Chartered Director Ambassador for the Institute of Directors. See his LinkedIn profile here: (http://uk.linkedin.com/in/daviddoughty)

Key Details
Duration: 1 day
Location:

Advanced Business Solutions
5G Milton Park
Abingdon, Oxon
OX14 4RYPrice:
£260.00 (ex VAT)Payment with Booking Price:
£247.00 (ex VAT)NEDworks Tier1 Member Price:
£234.00 (ex VAT)Book Now
To see course dates and to book your place now follow this link:
Course Registration

The fee includes lunch, refreshments and a copy of the course handbook

Attendance counts as 6 CPD hours of structured learning

Courses can be delivered ‘in-house’ to a group of Non-Executive Directors – to find out more contact courses@excellencia.co.uk or call 01865 350345

How to become a Non-Executive Director – Bristol 15 July 2013

June 26, 2013

Are you thinking of becoming a Non-Executive Director as part of a Portfolio Career or to develop your boardroom skills prior to taking up an executive director role?

How to become a Non-Executive Director

Join us on Monday, July 15 2013 to find out how you can become a Non-Executive Director

“Unlike many courses I have attended in the past, How to become a Non-Executive Director went beyond just the technical aspects of being a ‘Non-Exec’, and reflected on the differences in the approach required compared to being an Exec Director.
It allows you to make a fully informed decision on whether a Non Exec role is right for you, and if it is, how to go about finding opportunities.
An invaluable day of learning!”

Alastair Lewis Director at Smaointe Ltd

The How to become a Non-Executive Director course helps you to plan and prepare for your first NED position. It instils a real sense of what is expected of NEDs, and how you can meet the challenge.

This one-day interactive course is aimed at aspiring NEDs and covers essential knowledge about roles, responsibilities, strategy and corporate governance that are key foundations for a Non-Executive board role. It also considers up to date thinking on corporate governance and the responsibilities of owners, the board and employees.

This is followed by practical sessions on identifying NED opportunities, the process of obtaining a first appointment and performing due diligence before any position is accepted. There is emphasis on the importance of presenting your experiences with clarity and relevance.

This course identifies the various ways and circumstances in which non-executive directors can make an effective contribution to a board’s work. It also examines methods for their selection and reviews their motivation, induction and reward.

Who should attend?
Individuals who are currently a non-executive director; those seeking appointment as a non-executive director and those looking to appoint a non-executive director.

What to expect?

  • Clarifies how and why non-executive directors can strengthen a board
  • Provides practical guidance on how best to secure an appointment as a non-executive director

Course objectives
Participation on this course will provide you with the knowledge to:

  • Clarify the board’s role, purpose and key tasks
  • Appreciate the contributions that non-executive directors can make to the board in different types of company and situations
  • Recognise the qualities and experience needed to fulfil a non-executive director appointment
  • Appreciate appropriate methods for finding, selecting, appointing and rewarding non-executive directors
  • Understand the preparation required to interview for or be interviewed for the post of non-executive director

Course Leader: David Doughty CDir FIoD

David Doughty - Chartered DirectorThe course is delivered by David Doughty, a Chartered Director and highly experienced Non-Executive, Chief Executive, Chair, Entrepreneur and Business Mentor. David has extensive executive and non-executive experience in small and medium enterprises in private and public sectors. He is also a board level consultant to multi-national organisations and a Chartered Director Ambassador for the Institute of Directors. See his LinkedIn profile here: (http://uk.linkedin.com/in/daviddoughty)

Key Details
Duration: 1 day
Location:

Orchard Street Business Centre
14 Orchard Street
Bristol BS1 5EH

Price

£330.00 (ex VAT)
Payment with Booking Price
£300.00 (ex VAT)
Tier1 Member Price
£280.00 (ex VAT)

Book Now
To see course dates and to book your place now follow this link:
Course Registration
The fee includes lunch, refreshments and a copy of the course handbook

Attendance counts as 6 CPD hours of structured learning



Finance for Non Finance Directors – Oxford 4 April 2013

March 26, 2013

Finance for Non Finance Directors: Financial Business Management Tools and Financial Business Concepts for non-finance executive and non-executive directors

Finance for Non-Finance DirectorsThis course will provide essential knowledge of the key financial management issues and concepts needed by all Directors, Consultants or current or aspiring Non-Executive Directors in order to be effective members of the boards of private, public or not-for-profit organisations in today’s demanding financial environment.

The successful completion of this course will provide attendees with a sound financial understanding and the practical knowledge of how and when to apply those skills within their own businesses backed by a theoretical financial knowledge base

Who should attend?

Directors, Consultants or current or aspiring Non-Executive Directors needing to develop their financial understanding, skills and knowledge base within the areas of strategic financial management, corporate financial analysis, financial planning and business restructuring, to become more:

  • effective in Board financial discussions, business acquisitions and evaluations;
  • credible and comfortable with investors when discussing financial matters;
  • confident using financial terms and when explaining the financial implications of a chosen business strategy;
  • adept at discussing the financial implementation of management changes or consultant recommendations.

Course Content; this course will:

  • Explain how to read and understand the balance sheet and profit and loss account of any business, including amongst many others the use of EBITDA, Enterprise Value, Current Ratio, Liquidity Ratio, ROCE and NAV
  • Define and explain the key valuation techniques commonly used in valuing business acquisitions or disposals
  • Discuss and explain the use of the commonly accepted key ratios in the analysis of any set of accounts, with practical worked examples
  • Define and explain the main financial terms used in the discussion and analysis of financial statements in the evaluation of a potential business partner, acquisition or disposal
  • Explain the difference between statutory accounts and management accounts, and highlight the costs and benefits of producing those accounts
  • Clearly show the differences, in financial and business terms, between managing for profit and managing for cash and explain the main benefits and dangers of each approach by examining the implications of common practices within different sectors
  • Explain and discuss the benefits and dangers of high leverage versus low gearing and the consequential impact upon the financial performance of a business, providing insights into the key business drivers behind highly leveraged companies
  • Define and discuss the financial terms used by Banks, Venture Capitalists, Business Angels and other sources of finance.  This will encompass a consideration of the likely costs and benefits of the various capital sources.
  • Identify and explain the key factors involved in raising new Share Capital for SMEs and new companies
  • Discuss and explain Key Performance Indicators, including an introduction to the Balanced Scorecard, Activity Based Costing, ABC, and Zero Based Budgeting
  • Clearly identify and explain the key components of the Public Sector Budget, the budget deficit, the national debt and the overall state of the economy and its relationship to the Public Sector Budget.
  • Identify and discuss the key drivers behind the recent UK and Global banking crises
  • Give an overview and discussion of the fundamentals of the UK business taxation regime, through the interaction of corporation tax, income tax, national insurance and capital gains tax; including the primary grants and reliefs relevant to directors and likely to be considered at Board level

Course Objectives; this course will:

  • Enable you to communicate more effectively and easily with Finance Directors, other directors, accountants, advisors, consultants, bankers, venture capitalists, business angels and other providers of finance; through an in-depth understanding of financial terminology and financial management and evaluation techniques
  • Allow you to read and instantly analyse and interpret any set of Financial Statements by using the techniques and knowledge gained on this course
  • Provide you with the knowledge and tools to assess the financial value and viability of a company or a project
  • Enable you to choose between the competing types of capital and operational funding, through a sound knowledge and understanding of their likely financial costs and benefits
  • Allow you to recognise and understand the underlying impact on any set of accounts of the generally accepted accounting principles
  • Enable you to identify and discuss the key financial issues facing most Boardrooms today
  • Provide you with the financial knowledge necessary to properly identify the roles and boundaries of financial professionals within an organisation
  • Enable you to apply accepted financial techniques and tools to any potential course of action including: capital investment; new products or projects; corporate acquisitions or disposals; or any form of business expansion
  • Provide the necessary contextual knowledge and understanding of the wider UK economic and commercial regime and its interaction with taxation, to enable a better contribution to key discussions and decision-making amongst directors and within the Board
  • Support strategic decision-making with sound financial understanding

Course Leader:

Philip Arnold FCA, FIC, CMC, BSc Hons, Chartered Director

Philip Arnold is the Senior Partner in Quantum Consulting Accountants and has been a Finance Director for several companies, including a Venture Capital backed start-up.  He is also an investor in a number of SMEs.

He holds the Institute of Directors’ Chartered Director qualification and is an FCA with over 18 years of Board level experience as a Finance Director and Chief Executive Officer, including 7 years with a PLC.

He has an entrepreneurial background combined with a solid blue chip experience base, having spent 13 years with blue chip organisations.  Philip has started companies, helped to raise £million plus Share Capital, and has also bought and sold businesses.. See his LinkedIn profile here: (http://uk.linkedin.com/pub/philip-arnold/20/981/b36)

Key Details

Duration: 1 day
Location:

Advanced Business Solutions
5G Milton Park
Abingdon, Oxon
OX14 4RY

Price
£350.00 (ex VAT)
Payment with Booking Price
£315.00 (ex VAT)
NEDworks Tier1 Member Price
£290.00 (ex VAT)

Book Now
To see course dates and to book your place now follow this link:
Course Registration
The fee includes lunch, refreshments and a copy of the course handbook

Attendance counts as 6.5 verifiable CPD hours of structured learning which count towards the requirements of most business focussed institutes, including the Institute of Directors, the Institute of Consulting, the Chartered Management Institute, the Institute of Chartered Accountants of England and Wales, the Chartered Institute of Personnel and Development and many others.  After successful completion of the course, you will receive an electronic Certificate confirming that you have successfully completed the course, detailing the outcomes and results.

Courses can be delivered ‘in-house’ to a group of Board Directors – to find out more contact courses@excellencia.co.uk or call 01865 350345

How to become a Non-Executive Director Course

February 16, 2012

March 28, 2012 at 9:00 AM – 04:30 PM

UWE Exhibition and Conference Centre
University of the West of England
Frenchay Campus
Coldharbour Lane
Bristol
BS34 8QZl
http://www.executive-transitions.co.uk/courses/non-executive-director/
Following unprecedented interest in the “Becoming a NED” series, Executive Transitions have developed a course in Non-Executive Directorship, which launches on the 18th April at the University of the West of England.
In association with Bristol Business School, the course is the first of its kind in that it blends corporate governance for large and small companies with insights and strategies that inform best practice in the role itself.
Importantly, the course also covers how to build a career as a NED.
Working with partners across law, accounting, education and directorship, Executive Transitions have developed a course that gives the right mix of experience and academic rigour to equip aspiring and serving NEDs to address the market and improve effectiveness within it.
The course is delivered by David Doughty, a Chartered Director and highly experienced NED, Chief Executive, Chair, Entrepreneur and Business Mentor. David has extensive executive and non-executive experience in small and medium enterprises in private and public sectors. He is also a board level consultant to multi-national organisations.
Highlights include:
  •  Leadership and ethics
  •  Finance
  •  NED Careers
  •  NED Perspectives
  •  NED Profiles
  •  Current Market and sectors
  •  Governance Obligations
  •  Function and Voice of the NED
Attendees also have a free place on the NED Careers Event on Thursday 23rd May worth £99.
This event covers a spectrum of career development strategies, and finishes with access to currently vacant NED positions.
The course not only provides robust and diverse information from experienced sources, it gives in-depth information and strategic guidance in career building and capturing opportunity.
The course is a full day and costs £450.
Book before 14th March for an early bird price of £395!
For more information or to book your place, please contact Ed Lobbett edward.lobbett@executive-transitions.co.uk

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