Ned

​Did you miss our NED conference? As part of the event, Steve Murrells, CEO of Hilton Foods shared his experiences of working with Non-Executive Directors. Here's what he had to say: I’ve had about 35-40 years in retail now and it’s been a real privilege to work with some of the brightest thinking non-exec directors in my time. I’ve always found them extremely helpful in many areas in a way they’re the cheerleaders of any organisation because not only are they there to bring insight and experience but they’re also there to make sure the management team feel motivated and supported. They can operate effectively well across any type of business it doesn’t have to be a PLC. I see it work extremely well in previous businesses I've worked in. Still, over the years of commercial roles I’ve played, I’ve seen NED’S work well alongside private equity businesses, family-run businesses or entrepreneurs. They can add value at all levels. What’s most important when you’re thinking about creating a board and getting the right skills and talent around the table is where are your strengths and where are the areas that you want to bring more insight into the organisation. There was a point in my career where we knew digital was the new paradigm and were light in terms of technical skills on the board. Most of the board members like me were over 50 so thinking about what digitally we required wasn’t going to come from our thinking. We went out and did quite a novel thing, we found 10 of the youngest entrepreneurs in the country who had made considerable money through start-ups and then picked one of them, a young guy under the age of 30 to sit on the board as our digital expert. And that’s just an example of the types of things that you’ll want to think about is it digital? Is it commercial? Is it ESG? Would you want another practising CEO on the board, getting that balance like any other team is critical for the chairman to do. Because they add the value that you otherwise might have missed. I find confiding in my board extremely helpful before meetings and in-camera sessions after meetings. It's someone you can talk to in a way that you may not be able to talk to with your management and leadership team and their insights and experience help you step back and think radically and question the things that you’re doing. They’re there to bring curiosity to any organisation and remind you of the importance of the basics and working based on less is more. But challenging you in a way that makes you better and makes the organisation win. The work that MorePeople are doing in this space is valuable and they play a pivotal part in helping any board get the right talent that’s needed for that business to grow and develop extremely well. I found NEDs as a cross-section of gender and of colour and race and I think that’s critical given what’s expected of businesses today and the responsibilities that we must create opportunities and products that are in tune with the society that we live in. NED's are very valuable to any organisation because of the way they go about doing things and they will look at things through a different lens they’re there to challenge but they’re also there to support any business that has ambitions to grow and become better will see the value in getting the right NED in their organisation.

​Across the food and agriculture industry, there are innumerable family-run businesses. Hiring a Non-Executive Director to help manage the business isn’t something that many will have ever thought of as an option. How can they make a valuable impact when they won’t ever know the business as well as the family? The reality is, however, that it is often in precisely these circumstances that a NED can add the most value. At our recent event on the value of Non-Executive Directors, we heard from William Burgess, Executive Chairman of his family business, Burgess Farms. The farm has been in his family since 1898 and William is the fourth generation owner. He’s a huge advocate of hiring a NED and now even holds the position at other companies himself. Imposter syndrome can hold you back“Family businesses struggle to trust someone from outside the family,” explained William. “There’s also imposter syndrome on the family side as members are often worried that the Non-Executive Director will think they’re not cut out to run a business at all. But that’s not the case. Having a NED in the business not only raises the confidence of the family to go for bigger things, it raises the confidence of all the staff.” William joined his family business in 1995, straight from completing his accountancy qualifications. “Confidence was riding high and I believed that management was just telling people what to do. But I quickly realised that people don’t like being told what to do.” “The best thing we ever did”His inexperience wasn’t the only problem, however. At the time, his father was the Chairman - he had worked in the business the longest after all. But the reality was that his Dad was a farmer through and through. He didn’t want to be in Board meetings, he wanted to be out on the land doing what he does best. As a result, these meetings were often disorganised and ineffectual, lurching from strategy chats to discussing the mess in the yard. Despite William’s baptism of fire into the world of business management, it was he who recognised that they needed help. He made the call - what the business needed was a Non-Executive Director. In came Bernard Cook, who, amongst many other senior roles, had also been in charge of Mr Kiplings’ exceedingly good cakes. He wasn’t cheap. And he would only commit to two days a month. There were, understandably, plenty of discussions about whether or not to go ahead. But they did. “We have all agreed that it was the best thing we have ever done. We soon found ourselves on away days discussing mergers and acquisitions, which we had previously only ever thought were for much bigger companies,” explained William. “But with Bernard’s support, we went for it and in just three years we had quadrupled the size of the business. Something we would never have achieved alone.” And yes, Board meetings became a far more structured, constructive affair with Bernard on side. The business has gone from strength to strength and has continuously brought in new NEDs as their objectives have developed and grown. Further down the line when MorePeople came on board to help find a new NED for Burgess Farms, William added; “What surprised us was the calibre of people willing to join us. Working with MorePeople, it turned out that some real industry big hitters wanted to work with us, despite our business being much smaller than the ones they were used to working at,” ​

One of the biggest barriers to hiring a Non-Executive Director (NED) is not knowing who the right person for your business will be. NEDs are an investment; they don’t come cheap - you need to think carefully about your choice. So, how do you find ‘the one’?The answer is simple. Making the right choice starts with the Board taking a long hard look at themselves to honestly identify their skills gaps. The topic was covered at our conference on The Value of Non-Executive Directors on 19th September 2023.Identify your skills gapsCEO of Hilton Food Group, Steve Murrells, shared a great example of how this successfully played out for him while he was CEO of the Co-Op. “What’s most important when you’re thinking about creating a Board and getting the right skills and talent around the table is where are your strengths and where are the areas you want to bring new insight into the organization?“There was a point within the Co-Op group where we knew that digital was the new paradigm and we were light in terms of technical skills on the Board. Most of the members on the Board were over fifty, including myself, so thinking about what digitally we required wasn’t going to come from our thinking.As a result, the Co-op Board took a very enlightened and seemingly unconventional root to finding and choosing the right NED for them. They went out and identified 10 of the youngest entrepreneurs in the country who had all made considerable money through start-ups and picked a young guy who was under 30 years old to join the Board as their digital expert. This very much flies in the face of convention in terms of the kind of person you’d think would make for a valuable NED. But the focus was on filling the skills gap and as a result, it was a huge success.”The power of diversityThe next step is to embrace diversity. The problem is that for many senior executives, it is often seen as easier to choose people cut from the same cloth and to stick to what you know. As Jacqui Green, a NED herself and consultant at Viridis Consulting pointed out: “The problem is that so many Boards hire a look-a-like of the last NED”, while Barry Gamble of the Non-Executive Directors’ Association, NEDA highlighted that: “Not many boards do a good job at embracing diversity and inclusion. They self-perpetuate themselves and design in the same way of the past.” By doing this, however, companies are simply throwing good money after bad. Embracing diversity is not just a nice to have, it is absolutely essential for the success of the business. Something Steve Murrells passionately believes: “I have found NEDs to be a cross-section of gender and of colour and race. I think that’s critical, given what’s expected of businesses today and the responsibilities we have to create opportunities and products that are in tune with the society we live in.” And finally…..know when it’s time for a new NEDThe final thing to bear in mind is that every NED has a shelf life. While there are no set timeframes for how long a NED should be with you, you can definitely hold onto one for too long. As Jacqui Green explains: “It’s time to move on if you’re no longer adding value”, while William Burgess, Exec Chairman at his family-run farm points out that: “If you know what your NED is going to say, it’s time for a new one.”​

​When it comes to taking on a Non-Executive Director (NED) role, the legal implications can sometimes seem unclear and are often one of the reasons people hesitate to sign up for the role. At our recent NED event, Partner at Roythornes Solicitors, Phil Cookson gave us invaluable insight into the legalities of the role. Straight off the bat, Phil was quick to explain that being a NED is a highly valuable and rewarding job. But it is also a ‘proper job’ and you need to go into it with your eyes open from the start. A director is a director “One of the main problems is that there is currently no statutory definition for a NED, which can in itself be a cause for concern. But it is worth remembering that in the eyes of the law, it makes no difference if you are a Non-Executive Director or an Executive Director. The same standard Director duties apply,” he explained. And these duties are: To promote the success of the company To exercise independent judgement To exercise reasonable skill, care and diligence To avoid conflicts of interest To declare any conflicts of interest To not accept benefits from third parties But there are often additional duties that apply to a NED as they are usually brought in to perform a specific role, whether it is to support the senior executives, guide the business through a merger, or to bolster the Board’s skills. This will impact the outcome of the tests that are applied to assess the success – or failings – of you as a NED. For example, what success looks like for the NED brought on for their financial acumen and experience versus one brought on for the HR expertise. Contract is king The non-negotiables for Phil, however, are very clear: “A NED needs to exercise reasonable care, skill and diligence and to make sufficient inquiry into the company’s business to provide an effective challenge. A NED also needs to remain independent from the executive management team and be a critical friend.” But all this is irrelevant if the role has not been clearly defined. It is vital therefore to be very clear about what these specifics are right from the start and the key here is to get a contract drawn up and signed. As Phil explains: “Contract will be king. Be specific as ambiguity creates risk. Be clear about the skills and expectations as well as your level of commitment. Also, do this at the beginning and if expectations change, document them.” Insolvency and Health and Safety – yes, there is scope for personal liability There are two areas that tend to cause more concern than others - insolvency events and health and safety. When it comes to both, there is scope for personal liability as a NED. In the case of insolvency, your duties as a NED will also shift to include managing the interests of the creditors. There’s no doubt that if a business is going through this, they will turn to you for advice, turning a blind eye is simply not an option and Directors’ disqualification is a risk. Similarly, with health and safety legislation, as a director, you will be expected to show ‘consent connivance or neglect’. All this can be unnerving, but the key thing to do is your due diligence. As Barry Gamble, Senior Advisor at the Non-Executive Directors’ Association explained: “Speak to the other NEDs in the business, the accountants, the lawyers. Look closely at the accounts and really get to grips with what kind of business it is.” ​

Senior executives who take the plunge and bring in a Non-Executive Director (NED) will, more often than not, describe it as the best business decision they’ve ever made. But what exactly does a NED bring to the table? Former CEO of Co-op and newly appointed head of Hilton Food Group, Steve Murrells, put it perfectly when, at our recent NED event, he said: “They will look at things through a different lens. They are there to challenge but they are also there to support.” He went on to say that: “They’re there to bring curiosity to any organisation and remind you, I’ve found, of the importance of the basics, on working on a basis of less is more but challenging you in a way that makes you better and makes your organisation win.” Raise your business gameBarry Gamble, Senior Advisor to the Non-Executive Directors’ Association (NEDA) agrees that this ‘bigger picture’ approach is central to the role of a NED in any business. But he is also keen to point out that they will get into the nitty gritty of things as well. They will know ‘when to go into the weeds of the business’ as he puts it. “The NED will help the exec team to raise their business game, bringing form and formality. They will also allow for more time for real debate and good decision-making,” he explains. “They will help you with the shape, size and make-up of the Board so that you get it right. They ensure that quieter voices are heard and leftfield is not ignored. And they will help you avoid “group think” on the Board. They help but do not meddle. They listen and listen well.” A listening earHaving someone there to listen to you is something that not many senior executives realise they need until they have it for the first time and start to appreciate just how valuable it is. Being an MD or a CEO can be incredibly lonely – ‘it’s lonely at the top’ is a phrase that so often gets banded about when discussing the need for a NED. Having someone there whom you can openly talk about ideas with, however obscure, or voice concerns to, can take a real weight off your shoulders. These are not necessarily things you want to discuss with your wider team. You’re in charge, you need to be seen as knowing what’s right but these are not easy decisions to make in isolation. You need a sounding board. As Steve Murrells says: “It is someone you can talk to in a way you might not be able to with your management or leadership team. Their insight and experience help you step back and think radically and question the things that you’re doing.” Charlie Guy, Co-founder and CEO of Bristol-based start-up LettUs Grow added to this by pointing out the benefits of having a NED who can provide a listening ear to people across the business. “A NED can build the bridge between you as the exec team and stakeholders. They can have one-to-one chats with both sides and then help everyone sway in the right direction.” Gain financial investment and stabilityBringing a NED on board at a time of change in the business is often when you will get the most out of them, not least if you’re looking for investment. Adam White, Head of Agriculture at Barclays Business Banking explained: “I have seen thousands of business plans. None of them ever really achieve what they say they will. But the ones that do are the ones that have had advice, usually from a Non-Executive Director.” They can support with raising funds and investor due diligence, as well as situations like family succession which can be emotional and stressful – they can be that steadying hand at times when you might feel most vulnerable. Charlie remembers the point at which he brought Hadyn Parry on board as a NED at LettUs Grow. “I was 23 and we were growing fast. I looked at myself and thought, I could do this on my own but having someone there cheerleading would be amazing. I was also told I needed a Board - we had six, or seven figures in the bank but no financial experience. Who would trust us? “At first, I couldn’t understand why Hadyn would want to work with us and the fees were a bit of a shock. But we wrapped the move into an investment round, which helped pay for the input and we then didn’t even think about the cost.” Size doesn’t matterCharlie’s experience is a testament to the fact that it doesn’t matter how big or small the business is or where on your business journey you are, you will always be able to find someone who can really add value. This is something our own Guy Moreton found out when he first started MorePeople. It can be particularly hard for small founder companies to take on a NED, but as MorePeople’s first NED, Michael Paske, pointed out: “You’re never too small to learn.” He started when there were just four members of staff!

​At our Non-Executive Director Conference on 19th September, we had Jenny Ellery from Grove Park Design acting as reporter for the day so we can provide insights back to those interested. Here's what she had to say...MorePeople’s most recent event, championing the role of Non-Executive Directors (NEDs) achieved what it set out to do and did so in style. “Many, many little diamonds” was how one attendee, Paul Barber of Root and Branch Consulting described the talks and presentations.What surprised me most, however, was everyone’s response when the speakers and Q&A session finished and it was time for drinks and nibbles. Nobody moved. At corporate events, this is usually when people make a beeline for the bar. Instead, everyone turned to their neighbour and struck up a conversation – the speakers had clearly sparked a lot of ideas, and discussion points and had really got people thinking. This is not something you see every day.A corporate event with a differenceBut if I’m honest, this event felt different right from the get-go. As soon as guests started to arrive, there was a real buzz about the place. The speakers were in amongst the crowd, chatting to people, they were friendly and welcoming and together with the MorePeople team’s energy, their openness set the right tone for the event.The event’s focus was also very specific and targeted only senior executives working in the food, fresh produce, agriculture and horticulture industries, MorePeople's specialisms. Guests therefore came with a shared desire to find out more about NEDs and, being amongst industry leaders, knew they would be able to chew the fat with others in their field. It was undoubtedly a great networking opportunity as well as a chance to get to grips with hiring a NED or becoming one yourself.Industry big hitters give real insightThe speakers were introduced by Barclays Business Banking’s Head of Agriculture, Adam White and he kept everyone moving along swiftly and smoothly. First up was the highly anticipated talk from ex Co-Op CEO, Steve Murrells, now CEO of Hilton Food Group who shared his thoughts via video. Each speaker brought their own invaluable insights on the world of Non-Executive Directors, whether it was because they held that position themselves or because they had hired one who had helped them transform their business. From start-up co-founder Charlie Guy of LettUs Grow to the Exec Chairman of his family farm, William Burgess, from Jacqui Green, Coach and Clean Energy Consultant at Viridis Associates to Chairman of Inga Group, Neil Sanderson, their personalities and presentation styles could not have been more different. But there was a clear sense of camaraderie and mutual respect among them and a shared passion for a shared belief in the real value of NEDs.I spoke briefly to the Former Head of Organic Policy and Environmentally Friendly Farming at DEFRA, Kathlene Kelliher who was in the audience. She described the event as “really thoughtful and particularly useful as I am looking to become a Non-Executive Director myself.” I saw her later talking to another lady I knew wanted to become a NED, it was just that kind of event.The realities of life as a NEDSenior Advisor at the Non-Executive Directors’ Association (NEDA), Barry Gamble presented a very clear picture of what a NED can bring to the party, while Phil Cookson, Partner at Roythornes Solicitors romped through the legal position and potential pitfalls of the role. His obvious experience in the field and convivial style meant he kept it clear, concise and to the point – not something you often associate with those in the legal profession!And then it was time for questions. It’s a rare thing to have a Q&A session where you have more questions than you can get to in the time. But that’s what happened. The audience was clearly inspired by what they had heard, engaged and hungry for more. And with such an experienced group of people in front of you, ready to share their advice, who wouldn’t take the opportunity to get as much information as possible?Want to know more about being or hiring a NED? MorePeople are here to helpHowever, attendees were not just positive about the speakers and what they had learned. I caught up with Elliot Porter who runs his family business, Fresh Service Limited. Yes, what William Burgess had said about his own experiences at his family-run farm had resonated but it was his enthusiasm for Guy Moreton and MorePeople that struck me most. He had recently himself taken on a NED with the help of Guy. “I came to Guy and MorePeople because I didn’t know how it all worked. What do I do? How much do I pay them? Guy coached me through the whole process.”It was clear that everyone involved in the event has a lot of experience when it comes to the role of a Non-Executive Director. And if you’re interested in finding a NED for your business or in becoming one yourself, I know that Guy would love to hear from you.