Presentation by Bryan Foss, Independent Non-Executive Director at Is your board Fit for Business, Foot Anstey, Bristol on 22 May 2013

1. Having an independent Non-
Executive Director on your board
is essential for growth
Bryan Foss
Independent Non-Executive Director, Risk &
Audit Chair, Board And Business Development
Adviser, Visiting Professor Bristol Business
School
Is your board fit for business?
Wednesday 22 May 2013
100 Victoria Street
Bristol

2. Background
• Client side and supplier side perspectives
• Varied and hybrid background
• Independent NED portfolio
• Time available for ‘Interventions’ when called
• Also for continual learning & unpaid helping!

3. Challenges
• Grow the value of the business, organically or
perhaps with exit in mind
– What defines value? To which potential buyers?
– Long term income or short term growth, profit
synergies etc. A clear core purpose?
– Know we need to be focused, but too busy to stop
and think? Usually results in wasted resources,
whether money, people or time window

4. How an NED might help
• Get a busy executive team to stop and think
• Focus efforts on an appropriate strategy and pre-test
executives before public actions
• Help to keep stakeholders (investors, advisers,
regulators etc.) onside, so ‘safe to deal with’
• Be available for coaching & support via phone, email
& coffee meetings, also at critical times
• Give independent & committed advice (shared risk)
at a very competitive cost

5. Helping with revenue specifically
• Routes to market, via partners etc.
• Knowledge of other markets, Asia/US etc that
might balance revenue risks
• Influencing the market as an independent
• Challenging re pipeline content and assurance of
closing, leading to confirmed cash - or looking at
cost reductions / working capital fund raises to
reduce liquidity risks
• Engaged & helpful while independent / Non-exec

6. What’s the business case?
• Cost of an NED
– Listed company shares more public risk. More pay needed to reflect this
– Private company NED has limited risk as director. Payment closer to a day rate
– Can use shares or options etc. Best to pay at least their costs (e.g. expenses,
VAT, tax on income?) so that they are not risking more than time
• Value
– 12 to 20,perhaps 30, days of consultancy at half-price
– Connectivity, communications and influence with stakeholders
– 24/7 access to a second opinion before acting?
• Risks & mitigation
– NED’s don’t engage usefully : Set clear expectations as team member
– NED have strong exec views of their own : Coach the NED!
– NED doesn’t add value : Say so – then move them on….

7. Rightsizing governance
• Why: ‘Safe to deal with’
• Clarity of core purpose to all stakeholders
• Board skills must be ahead of company maturity and
status, not behind
• Consider value of risk management / independent
assurance. SID role?
• Value of a part-time independent chair?
– Name/experience, also advocacy & team oversight

8. Expect & support due diligence
• Access to financials of course, including pipeline
• Access to key stakeholders (investors, partners,
clients and employees – also advisers)
• Floor walking / back to the floor (internal & external).
Listen to calls, review complaints. ‘What is the one
thing that would help’?
• Mystery shop: Buy and use products & services
• On-going engagement process, not one-off

9. An external perspective
• You don’t have time to get out enough
• Need to keep up with markets, alternatives,
regulation, risks, best advisers, etc.
• Can explore on your behalf and come back with a
focused summary – e.g. how will the bribery bill (or
new annual reporting rules etc.) affect your
business?
• Introduce you at the right time, making meetings and
outcomes far more effective

10. Essential conditions
• Awareness
• Openness
• Willingness
• Teaming
• Culture

11. Summary
• ‘Growth’ of business maturity and value, not only revenue
growth (although this is an essential component)
• Lower cost, lower risk, ‘independent’ (actually supportive of
your team in many ways) access to their experience and the
experience of their networks
• Need to know or learn what you need, provide space for
suggestions and keep challenging towards outcomes
• Etc.

12. Is your board fit for business?
Wednesday 22 May 2013
100 Victoria Street
Bristol