Published: 25 March 2024

Published: 20 November 2023

Published: 27 July 2023

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4. Contact Information

Data Protection Manager:  Ian Hobday

First Flight NED and Advisors Ltd

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Published: 05 July 2023

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Published: 06 July 2021

Published: 13 September 2018

AIM is a Listed market for small and medium sized growth companies, established in June 1995 as part of the London Stock Exchange. It is a geographically and sector-diverse market, with companies operating in over 100 countries, representing 40 different sectors ranging from financial services firms to healthcare and technology companies.

AIM and FTSE Small Cap Listed Company Recruitment

First Flight has recently become a preferred partner of the London Stock Exchange Issuer Services Marketplace as a provider of Chairs, Non-Execs & Advisory Boards to smaller quoted companies on the Main Market & AIM.

Being an AIM listed search & selection company means we have a particular focus working with AIM & FTSE Small Cap Clients; we are the only Search firm that works with the LSE.

The LSE listing rules changed in September 2018 and one new requirement is for all AIM Companies to comply with a Code: either the UK Corporate Governance Code or the Quoted Company Alliance Code.

The Quoted Company Alliance (QCA) Code has ten principles of good Governance: For companies to deliver growth in long-term shareholder value, requires an efficient and dynamic management framework and should be accompanied by good communication which helps to promote confidence and trust. 

• The Board should have an appropriate balance between Executive and Non-Executive Directors and should have at least two Independent Non-Executive Directors.
• The Board should ensure that between them the Directors have the necessary up-to-date experience skills and capabilities to operate effectively;
• The Board should understand and challenge its own diversity including gender as part of its composition.

 A Non-Executive Director who becomes involved with a company early enough in the IPO process can have a significant impac on the IPO success. 

Non Execs for AIM Companies

As an AIM Board Non-Exec search agency First Flight is passionate about helping AIM Companies strengthen their Boards by providing high calibre, commercial Non-Execs who can really add value to the business.

We strike the right balance with our candidates between good Governance and strong entrepreneurial experience particularly relevant for AIM and we currently run at around 35% Women Non Exec placements.

We work with our AIM clients to assess what skills and personalities their Boards will benefit from, we focus our search for our clients on the key or specific skills you require from your Non-Exec(s) along with our experience of understanding the importance of diversity, not only skills and gender but culture and fit for your Board. We have a clear view of how to build ‘the ideal Board’ and how to achieve this successfully.

We know that the appointment of the right Non-Exec is crucial to the effectiveness of your Board and selecting the right Non-Execs has never been more vital to the success of your business and the support of shareholders.

What sets First Flight apart from other search firms is our understanding of Board dynamics and having the broadest reach of any search firm to identify the right Chairs and Non-Execs.

Published: 14 May 2018

Published: 08 January 2018

First Flight specialises in providing clients with Chairs, Non-Execs, Advisory Board Members and Trustees. We have proven our ability to come up with high impact candidates that other search firms are unable to locate. We are function specialists. Our ability to come up with outstanding long lists for our clients using our methodology to build an outstanding reputation as a leading Non-Exec Search firm. These are the sectors where First Flight have had the most significant experience:

IT/Tech

 

Manufacturing / Engineering

 

Financial Services

 

Not For Profit / Public Sector

 

Professional Services

 

Property

 

Published: 23 May 2017

First Flight’s Board review is the most effective means for identifying areas for improving performance within a Board. Competency frameworks are used to identify Director skills, mind-set and diversity issues, and ensure current Directors are being properly utilised. Leading practice recommends that a Board review should involve the Board as a whole, but also review the contribution of individual Directors through an externally facilitated process of evaluation.

The objective of good Corporate Governance is to facilitate, effective, entrepreneurial and prudent management that can deliver the long-term success of the company.

How can the Competency Framework be applied to my organisation?

The framework provides a measurable and achievable guide to the knowledge, skills and mind-set required for Directors to perform effectively and to successfully lead your organisation whatever your sector, industry or location.

A Board review will assess how a Board is performing and as an overview can:

• Identify areas for Board improvement and identify gaps
• Enable more effective group dynamics within the Boardroom
• Provide a check on progress against the organisation’s mission and objectives
• Provide benchmarks for measuring Board Performance in the coming year

The Competency Framework is built around three dimensions: 

1)   Knowledge – Director understanding and appropriate application of essential practical and theoretical information; eg strategy, operations, entrepreneurial & finance.

2)   Skills – expertise that Directors bring to the Board; eg Corporate Governance, digital/E-Commerce, analytical skills, legal, HR etc

3)   Mind-set – attitude and disposition that shapes a Director’s responses, behaviour and contribution; eg independence, ethics, prepares well etc

Within each of the three dimensions Knowledge, Skills and Mind-Set we review a set of core competencies and actionable standards enabling us to assess the strengths and weaknesses of Directors, identify areas for performance improvement and plan for development and succession planning.

Achieving the “Ideal Board”

The Board should debate and agree the best strategy for the company and set itself regular performance objectives and regularly review its achievement against the objectives it sets.

The ideal Board should be both entrepreneurial and deliver robust and effective risk management. Possess a diversity of skills, personalities, age, gender and knowledge to ensure it can debate healthily and deliver against future strategies.

Appointing Non-Executive Directors is an ideal way to address skills and/or diversity and independence issues that the Board may not currently have.

For more information please email This email address is being protected from spambots. You need JavaScript enabled to view it. 

Published: 10 October 2016

1. The role of the Chair in a nutshell:

Good Boards are created by good Chairs. The Chair creates the conditions for effective Boards and the effectiveness of individual Directors including the Non-Executive Directors (NEDs).

The UK Corporate Governance Code states: “The Chair leads the Board and is responsible for its overall effectiveness in directing the company. He/she should demonstrate objective judgement throughout their tenure and promote a culture of openness and debate. In addition, the Chair facilitates constructive Board relations and the effective contribution of all Non-Executive Directors, and ensures that Directors receive accurate, timely and clear information.”  

2. The essential role of a Chair are:

• The Chair should be independent on appointment.
• The Chair is responsible for clear leadership of the Board, ensuring its effectiveness in all aspects including that it functions effectively.
• The roles of the Chair and CEO should not be exercised by the same individual.
• The CEO should not become Chair of the same company. If exceptionally, this is proposed by the Board, major shareholders should be consulted ahead of the appointment.
• To have adequate separation from the day-to-day business, to be able to make independent decisions.
• Not to remain in post beyond nine years.
• To use open advertising and/or an external Search consultancy for the appointment of a new Chair.
• The Chair is responsible for setting the Board Agenda and ensuring that Directors receive accurate, timely and clear information. The Board pack should be primarily focused on the key issues such as strategy, operational performance, the finances and company values (culture). The Chair must ensure a high-quality Board Pack with strong use of executive summaries is distributed well ahead of Board Meetings.
• To conduct Board meetings effectively getting all Directors including the NEDs involved in the Board’s work and ensuring the Board focuses on its key tasks. They should not be long drawn-out affairs which waste time and sap energy. Short meetings with a focus on key strategic and Governance issues are the ones which work best.
• To demonstrate the highest standards of integrity and probity, and set clear expectations concerning the company’s culture, values and behaviours, and the style and tone of Board discussions.
• To take responsibility for the Board’s composition, development and succession planning.
• To ensure strong ethics, good corporate culture and that the Board sets the example for the whole organisation in terms of behaviours, ethics and values.
• The Chair of each Board Sub-Committee (Audit, Risk, Remuneration, Nomination, Corporate Social Responsibility etc) should ideally be a Non-Executive Director rather than the company’s Chair.
• The Chair can be an Executive (full time) Chair or a Non-Executive (part time) Chair.
• Not have more than two Chair roles.

3. What makes an effective Chair?

Being a good Chair requires considerable skills including:

• Creating the right Board ‘dynamic’ and ‘culture’ - just how open to constructive challenge and debate are we? Is everyone heard? How far down is visible? It is all about team dynamics and harmony but not overly cosy.
• Contributing to and challenging the company’s strategy.
• Striking the right balance of confidence and humility.
• Constructively challenging and providing strong levels of oversight of the CEO and Executive team performance.
• Being happy for others to take the credit.
• Putting the company’s interest ahead of everything else.
• An innate ability to “do unto others as you would have done unto you” as productive business is all about relationships.
• An independent Chair is fundamental as a counterweight to a strong-willed or overly dominant CEO.
• A poor or weak Chair will result in poor leadership of the Board and can come about through:
  • Not being involved enough in the business &/or being too busy on other commitments
  • Being too domineering, arrogant or unapproachable.
  • An inability to lead the Board in reaching major decisions.
  • Poor communication skills.
  • The Non-Executive Directors, led by the Senior Independent Director, should be responsible for evaluating the performance of the Chair, as part of the annual Board Evaluation.
  • An effective Chair is essential for a company to be effective - the fish rots from the head.

The principal considerations of the Board Chair role are clear...the difficulty is putting them into practice!

Areas where Boards are not working well are generally due to a lack of trust and respect plus either the wrong or ineffective Chair &/or Non Execs.

4. The Chair should:

• Display strong leadership, ensuring a clear vision and focus on strategy for the organisation using the expertise and input of all Board members.
• Act as a buffer between the CEO and other Board members as well as investors and external shareholders. For this reason, it is important that the Chair is truly independent and not inappropriately aligned to the CEO.
• Have the ability to effectively listen to and support the CEO and not constantly second-guess him/her or try to run the company which is the CEO’s job.
• Ensure that the Non Execs are truly independent so that they can function and challenge effectively.
• Promote a culture of openness and debate by facilitating the effective contribution of all Directors including the Non Execs.
• Ensure constructive relations between Executives and Non Execs.
• Ensure effective communication with shareholders and other stakeholders.
• Hold periodic meetings with the Non-Executive Directors without the executives present.
• Prepare a Corporate Governance statement which should articulate the Chair’s role.
• Ensure that new Directors receive a full, formal and tailored induction on joining the Board.
• Understand the business through a deep commitment of time and energy to the Board and company.
• Be a good listener as well as something of a diplomat if the going gets tough. A good Chair keeps Board Meetings short and to the point.
• Carry out regular Board Evaluations or Reviews either internally or externally and act on its recommendations; smaller companies should consider mini internal Evaluations.

Summary

Good Boards are created by good Chairs and a good Chair is crucial to the effective running of the Board. An effective Board is in turn crucial to the success of the company.

The Chair creates the conditions for effective Boards and the effectiveness of individual Directors. It is the responsibility of the Chair to lead the Board - the CEO leads the company.

The Chair should provide strong but not dominant leadership, whilst encouraging all Board members to contribute and robustly debate all key issues. He/she must ensure the effective implementation of Board decisions.

Published: 10 August 2016

Different types of companies have different types of Boards and successful AIM companies judged by financial performance and with good relations with shareholders usually have one thing in common – they have effective, diverse, entrepreneurial Boards with a number of truly independent Non-Executive Directors who bring diversity and specific skills to the Board. These Non Execs will genuinely question and challenge the Executive but act in a supportive way. If the Non Execs have the right skills and experience they will not let the Execs make bad decisions or get away with remuneration agreements which are out of kilter with the size of the company.

Shareholders in AIM companies, whether institutional or individuals have become more and more conscious of the need to have effective Non Execs and the potential dangers of investing in companies who don’t have truly independent and effective Non Execs.

Some AIM companies have “obtained” their Non Execs from their Nominated Advisor (NOMAD) or Broker but these Non Execs are not chosen from a targetted long-list and seldom appointed for their specific skills and sometomes have too many roles to be effective (over-Boarded). The pool of Non Execs that NOMADs and Brokers have historically worked with has become limited. For example if the business is a technology one then the Non Execs will need to understand technology otherwise they will be “fringe” Directors and unable to add value.

The London Stock Exchange (LSE) changed the rules for AIM Companies in September 2018 which has changed the Governance landscape who now have to "comply or explain" with a recognised Governance Code. The two codes are The UK Corporate Governance Code (with its 45 or so provisions) or the Quoted Company Alliance (QCA) Code with its ten provisions. This has increased the demand in AIM COmpanies for Board Reviews, diversity on Boards and truly Independent Non Execs..One of the most crucial is that the Non Execs should be truly independent.

In 2018 First Flight became a preferred partner of the London Stock Exchange as a provider of Chairs, Non Execs & Advisory Boards to smaller quoted companies on the Main Market & AIM companies:

With a large number of AIM Clients First Flight have become a specialist Search firm for AIM companies with a process ensures that the best Non Execs are “identified” through a formal, rigorous and transparent process which will identify a wide choice of suitable candidates who have specific skills rather that an arbitrary act or the appointment of a “friend” or colleague.

All Non Execs should sit on a Sub-Committee – which includes Audit, Risk, Nomination and Remuneration and sometimes specialist Sub-Committees such as Consumer or Technology.

Who better to summarise the need to find the “right” Non Execs than Warren Buffett who says: “It is desirable for Boards to have “Outside” Directors (as he calls them) but they must:

• think and speak independently
• be business-savvy
• be genuinely interested in the company and care deeply
• be shareholder orientated
• bring useful & specific qualities to the Board

too often Outside Directors are selected simply because they are “prominent people” – this is a mistake” he concludes.

First Flight works with a number of AIM companies (and pre IPO Companies) and understands the dynamics of effective Boards and the benefits of appointing the right Non Execs.

Published: 10 August 2016

Canonical URL: https://firstflightnonexec.com/why-first-flight/about-us

Introduction to First Flight

First Flight is a specialist Chair and Non-Executive Director search firm founded in 2004.

We are the only UK search firm focusing solely on providing Chairs and Non Execs, Trustees and Advisory Board Members.

Every search we manage is carefully tailored with a focus on independence, diversity, quality and effectiveness.

Our clients include: FTSE, AIM, Investment Trusts, growth companies, PE Backed, family businesses, not-for-profits and charities.

We know that the appointment of the right Chair and Non Exec is crucial to the effectiveness of a Board and selecting the right candidates has never been more vital to the success of an organisation – not just a good candidate but the best candidate.

What sets First Flight apart from other Search firms is our understanding of Board dynamics and achieving a high success rate providing diverse candidates – skills, gender, age and ethnicity.

First Flight are AIM Specialists

We have many AIM Clients such as Trackwise, ZOO Digital, Angle, Ceres Power, Cambridge Cognition, Ideagen, Proactis, Pressure Technology and understand the challenges that AIM companies face between being entrepreneurial and ensuring good Governance, helping strike the right balance to achieve this when selecting candidates for Non Exec roles.

We are fully conversant with both the UK Corporate Governance Code and the Quoted Company Alliance (QCA) Code.

First Flight Services include:

• Chair, Non Execs, Advisory Board Members and Trustee Search
• Non-Executive Director Remuneration Advice
• Advice on Board make-up including Non-Exec Skills Audit
• Board Succession Planning
• We partner with a company specialising in Board Reviews which is often the precursor of a Board refresh

Financial Services

We have worked with many Financial Services clients such as Weatherbys Bank, British Friendly Society, Cirencester Friendly Society, Institute and Faculty of Actuaries, Invesco Perpetual and understand the regulatory issues of the FS sector.

whether you need one, are one, or want to be one

Published: 10 August 2016

Canonical URL: https://firstflightnonexec.com/why-first-flight/our-mission

Mission Statement

As the first specialist UK Chair & Non Exec Search firm, First Flight has and continues to help raise the standards and effectiveness of UK Chairs and Non-Executive Directors. We aim to continue to broaden the Non-Exec gene pool and provide more diverse Candidates.

Our Services

• Chair, Non-Executive Director, Trustee and Advisory Board Search
• Chair and Non-Executive Director Remuneration Advice
• Board Dynamics Advice
• Non Exec Skills Audit
• Non Exec Cadidate Mapping

Published: 04 August 2016

Non-Executive Directors (NEDs) are appointed to provide companies with advice and support. They are appointed to tactfully contest strategies to glean the best results from management for business. The role is often challenging and requires the individual to be equipped with specific knowledge and expertise, confidence and analytical skills, whilst maintaining an external and objective viewpoint in order to contribute to an effective Board.

Legally, there is no distinction between Executive and Non-Executive Directors and, for this reason, the UK unitary Board structure concludes that NEDs share the same responsibilities, legal duties, and potential risks as their Executive colleagues. It is common knowledge that Non-Executive Directors cannot deliver the equivalent seamless attention to the business, as they are not, or at least should not be, involved in detail. However it is essential that they share the same drive for success as their Executive associates.

Accountabilities and Responsibilities

Non Executive Director Responsibilities

In terms of key responsibilities, NEDs should be regarded as leadership contributors. Chairmen and Chief Executives should harness their Non-Executive Directors to provide general counsel and seek their guidance on particular issues before they are raised in Board meetings. A Non-Executive Director is appointed to benefit the development of business strategy and effectively challenge strategic plans made by management. The independent viewpoint that the NED maintains (away from the day-to-day activities of company management) allows for better focus upon challenging and revising company strategy and maintaining objectives.

Risk Management Process

In another light, NEDs are expected to ensure appropriate risk management schemes are in place and guarantee internal control frameworks are implemented regarding all characteristics of the business. One of these features for the NED is filling key business leadership positions within the company through successful succession planning.

Performance Monitoring

NED Directors should also take responsibility for monitoring the performance of Executive management and, in some cases, mentoring them - especially in regards to the progress made towards achieving the company strategy and objectives. The Non-Executive Director must also ensure that KPIs are met by the management team and involve themselves heavily in problem solving, financial queries, audits, and measurement activities.

Professional Networking

Furthermore, the unique contacts that the NED can bring to the table is a clear indication that outside sources can be a benefit to business. Broadening professional networks can help bring useful individuals and organisations on Board to strengthen business and the NED will also be called upon to represent the company externally and aid the Board in keeping stakeholders, customers, shareholders and third parties informed appropriately.

Business Challenges

As well as germinating strong communication ties between the company and outside sources, Non-Executive Directors should involve themselves with any company difficulties, such as trading troubles through changes in the market or ineffective governance and management. The NED should ensure the reliability of financial information that they are provided with and that the company publishes and also ensure that financial controls and risk management systems are strong and secure.

Personal Skills

A NED works in an advisory capacity only and is therefore expected to be truly independent, as an individual with no links to the company so that their perspective is not tainted. However, the Non-Executive Director does not have to work in isolation; discussions are encouraged, but it is imperative any decisions made are solely that of the NED. Having a strong and persistent character is ideal for these situations, and the ability to voice “no” decisions, tactfully deliver criticisms and command attention from a Board are key attributes.

Management Induction Programme

For the above reasons, it is essential that newly appointed Non-Executive Directors receive a full induction to the company (and continuing development) to understand the business fully. Tours, liaising with key managers, assessing competitors and understanding USPs, are all important ways for NEDs to contribute and assimilate into the company effectively.

Duties

The Companies Act in 2006 is the main piece of legislation which governs company law in the UK and has a number of statutory duties applied to all Directors irrespective of company size or Executive or Non-Executive standing.

Directors Duties

• A Director must act in accordance with the company’s constitution and only exercise powers for the purpose which they are conferred.
• Act in good faith, with regard to likely consequences of any decision in the long term; the interests of employees, community and the environment; and the desirability of the company maintaining a reputation for high standards of business conduct.
• Exercise independent judgement
• Exercise the care, skill and diligence of a ‘reasonably diligent person’.
• Avoid situations of direct or indirect interest that conflicts the interests of the company; these should be managed and declared,
• Must not accept any benefit from a third party which may cause conflict of interest (scale of benefit is critical, for example; lunch may be fine whereas a holiday is not).
• Must declare the nature and extent of any personal interest in a proposed transaction with the company to the other Directors before the company enters into transaction

However, these are not the only considerations for Non-Executive and Executive Directors alike, other duties a Director should consider include:

• Duty of confidentiality
• Duty to devote sufficient time and attention
• Duty to account to shareholders
• Duty not to make ‘secret profits’
• Stewardship of the company assets
• A general duty to act in good faith
• Duty to file accounts, annual returns, and tax returns
• Duty to maintain statutory books
• Duty to ensure the company is complying with legislation including, in particular, those involving risk to third parties, for example, health and safety at work

Skills of a Non Executive Director

The skills of a Non Exec will vary from appointment to appointment but a Board should aim to have a balance of skills and experience that is appropriate for the size and requirements of business. Skill gaps can be identified by Board members and filled appropriately by appointing new Non-Executive Directors. The Board want to ensure the success of the company and therefore, it is of high importance that varied skill sets of Non-Executive Directors are valued.

The business issues of a company should be focused upon by all Directors; with a broad perspective. The benefit of NEDs is that they can be of a high level of professional competence and can bring a wide array of experience and personal attributes to the table. Furthermore, many Non-Executive Directors are armed with varying degrees of specialist knowledge that can help deliver prized perceptions to the Board or offer key contacts.

Board Objectives

Most valued, is Non Execs ability to stand apart from the management of the company; this ensures objectivity to the decisions and dilemmas facing the Board and provides a key role in the monitoring of Executive management.

NEDs should be astute to Board matters and are expected not to stray into providing Executive direction; enabling an unbiased view of the company as the individual is not cohesive with the day-to-day running of the business. Non-Executive Directors are expected to bring not only personal attributes and professional knowledge to the table, but also draw on their wide professional experience and perform with independence and impartiality.

Non Executive Director and Board Structure

Balanced Board of Directors

Achieving a Balanced Board of Directors is a challenging but rewarding task for business. The Matrix, shown below, suggests four areas of expertise to address when businesses look to create an effective Board.

The polar opposites are: strategy ‹ › operations and drive ‹ › monitor

First Flight recommends Boards should have at least one, ideally two Directors with each of these four core skills:
• Strategic - the big picture looking to challenge and shape the future;
• Operational – the detail looking to make sure actions and plans are consistent with the strategy and will deliver the required performance;
• Drive – the accelerator and entrepreneurial abilities to drive the organisation forward and overcome obstacles;
• Monitoring Risk – the brake and Governance to be able to identify risk areas and issues and stop the organisation doing the wrong things.

These four areas reflect four separate and independent dimensions of Board dynamics which form two opposing pairs in terms of interaction: strategy (the big picture) ‹ › operations (the detail) and drive (the accelerator) ‹ › monitor (the brake) and each of these core skills should be provided to the Board by its Directors. Boards that are well represented with each of these skills will be more effective.

An example of one side pulling too hard in a direction with drastic consequences is in the banking sector, and that error was a catalyst for the Banking Crisis experienced in the late noughties.

Initially, the Boards of Banks were too heavily weighted on the ‘Monitor’ side of the Matrix, meaning that these boards were placing too much emphasis on risk averse strategies with board members from finance, regulatory and Corporate Governance backgrounds helping to make those decisions.

The Boards of Banks realised that this situation had occurred and as a method to rectify the risk adverse model they had been following, they introduced more ‘Drive’ into their Boards however, they did not find an appropriate balance and over-skewed in Drive’s favour. This resulted in the Boards of Banks and Banking sector becoming cavalier and overly entrepreneurial in their approach to business.

As we have the benefit of hindsight, we now know that the Banking sectors’ cavalier approach was doomed, being responsible for the years of reverberating damage caused to our economy.

Consequences of Groupthink

The impact of the over-zealous, skewed weight of Bank’s Boards was clear for all to see in the years that followed and acts as a fantastic example of ‘Groupthink’.

Groupthink is a term used to describe a psychological phenomenon that occurs within a group of people responsible for decision making. The situation is not appropriately or in most cases, logically dealt with as a result of the desire for harmony and conformity within the group of decision makers. In a method to reduce confliction between the group of decision makers, a decision is reached that may actually be irrational when considered outside of the decision making situation (most usually, where it will have the largest impact).

This phenomenon is more likely to become a factor within unbalanced, skewed Boards which is a great protagonist for the creation of a Balanced Board of Directors. As balanced Boards will provide voices, opinions from the different ‘sides’ and angles of the business it can be assumed that these sides would not necessarily agree on decision making but instead find a comprisable agreement between each ‘side’ to form a decision that takes into account each of those ‘sides’ viewpoint and will result in better, balanced decision making that considers all aspects of a business and the impact of those decisions on stakeholders.

Other famous examples of Groupthink that caused devastating consequences include; the attack on Pearl Harbour, escalation of the Vietnam War and most recently, the invasions on Afghanistan and Iraq on claims of Weapons of Mass Destruction.

Changing face of Non Executive Director

Although the four skills outlined in the above matrixes are essential core capabilities that appear in the majority of Non Exec job specifications, skills are evolving and digital communications, HR and legal are being added to the operations quadrant.

A recent survey of FTSE companies indicated that there is a shortage of NEDs with a digital background. However, much of this is a fault could be that of the major search firms looking for candidates in prior FTSE directors. It is time to cast the net for a varied pool of talent to aid the creation of balanced, effective Boards.

Expectations of NED and NED Expectations

Company Expectations

Essentially, a Non-Executive Director is expected to be a cohesive and influential member of the Board whilst maintaining an independent and outside perspective. Their contribution to strategic leadership is imperative and the NED must be prepared to challenge Executive recommendations to strengthen business. They are also expected to draw upon their valuable skills and experience to execute their role effectively in relation to:

• Setting and revising company strategy and objectives
• Risk management and internal control framework implementation
• Succession planning

Employee Expectations

However, for an NED, it is equally as important to understand what they can expect from a company on appointment. Taking on a role as a Non-Executive Director can broaden experience and elevate skill sets to the next level.

The NED must have a clear understanding of what is expected from him/her and the control and responsibilities they will have under company legislation. Furthermore, the skills and expertise the company wishes to utilise from them must be detailed, along with notes on time commitment desired from the NED both in terms of formal time and informal time. Appointments must include a clear description of the role in the letter of appointment, an appropriate fee and Directors’ and Officers’ (D & O) insurance.

It is beneficial for prospective NEDs to liaise with the company Chairman, other Directors and senior management to discuss and agree the role in-depth. This would also be an ideal opportunity for the NED to gain an extensive understanding of the business of the company.

Continuing Professional Development

• Induction about the company
• Annual agenda of Board meetings, with meetings held at regular intervals, and with sufficient time given to each point to be discussed
• Which Sub-Committees will the Non Exec sit on or Chair – all Non Execs should join one or more Sub-Committees (Audit, Risk, Remuneration, Nomination, Consumer etc)
• Receive Board papers of an appropriate length and quality in order to prepare for meetings
• Receive timely minutes that effectively reflect the discussions and decisions taken at the meetings

Non-Executive Directors are expected to be treated as other Directors to allow for full participation at Board meetings. With all Board members being held responsible for the success of business, it is essential that Board members relay key risks to the NED as they are not involved in the day-to-day running of the business. Therefore, the Non-Executive Director needs to have confidence in Board members to adequately identify, record, control and report risks to them.

Risk Management and Internal Controls

Working as a Non-Executive Director associates the individual with a company and its Board which carries legal, financial and reputational risks.

Risk management in itself is a cycle of identifying, assessing, monitoring and mitigating risks. This may not result in the removal of acknowledged risk, but the process in which to handle circumstances correctly and affectively. The NED, although collectively responsible for risk management along with all Board members, is heavily reliant upon the internal controls already in place working properly and the Non-Executive Director may need to seek professional advice from an accountant, insolvency practitioner or lawyer following the identification of a financial problem.

It goes without saying that risk is congruent with business. Risk is a pitfall that businesses face regularly and systems initiated must be able to adapt, escalate and control to address the challenge and report to the Board immediately. An effective system of internal control is fundamental to robust risk management and regular checks of set procedures are vital to maintain an effective control system.

Difficulties

It is possible that a company may get into trading difficulties through a changing market or through ineffective management and governance and these issues can escalate. A Non Exec must be fully aware of the Company’s situation and be au fait with the risks that can arise in adverse trading periods and the impact of those risks on business and their responsibilities. It is the Non-Executive Director’s responsibility to seek professional advice at an early stage.

Wrongful Trading

When a company fails to recognise trading beyond a point at which Directors are aware, it is referred to as wrongful trading and prospects of avoiding insolvency liquidation are slim. A company is considered insolvent when it cannot pay debts on time or when the value of its assets are less than the liabilities. Directors can find themselves in the firing line for the company’s debts if they do not strive to minimise loss to the company’s creditors.

Insolvency

A point can be reached when a company has to admit serious fault and an insolvency practitioner is called upon as soon as possible. The advice given will enable Directors to deliver correct governance and management to validate that they have endeavoured to avoid wrongful trading. As previously mentioned, the NED plays no part in the day-to-day activities of the company and therefore, the Non-Executive Director must be made aware immediately of any signs that the business is deteriorating, allowing them to manage the situation and challenge any reassurances that management may give.

Conclusion

The Role of a NED

The role of a NED is challenging position, independently providing advice and method to a business to help overcome business challenges. However, the reward can be great in regard to remuneration and sense of accomplishment.

The role is ever-changing, continuing to develop over past years’ alongside businesses need and desire for an effective board that can help improve aspects of a business.

More and more businesses are understanding the advantages to employing an independent Non-Executive Director to their board which provides greater opportunities for prospective NEDs.

First Flight Non-Executive Directors specialise in the search and selection of Non-Executive Directors. Aiming to broaden the Non-Exec gene pool and provide more diverse candidates to clients.

First Flight is the ideal place for candidates looking for a Non-Exec Role to begin their search, please contact us to discuss your requirements.

Published: 02 August 2016

The Ideal Board

Independent Non Execs

Non-Execs For AIM Companies

Non Execs For Young Companies

Published: 02 August 2016

The independence of a Non-Executive Director should be agreed by the rest of the Board. If the Non-Exec is being proposed because he or she is a friend of the Chairman or CEO then they do not satisfy the independence criteria and it is hard to see how such a Non Exec can be truly effective and research indicates that this is often the case when “friends” are appointed as Non Execs.

Ineffective Non-Executive Directors result in ineffective Boards which can be enormously expensive and sadly we see many examples of this.

Specific expertise for a specific Board

There is a difference between being a good Non Exec and being the right Non Exec for a particular role, and this difference is often a specific skill-set or background that an organisation believes is important to have around its Boardroom table.

Some examples of Non Exec projects that First Flight have undertaken recently are:

• clients requiring NEDs with expertise in digital marketing and e-commerce;
• Financial expertise is another frequent requirement for a Board’s Non Exec;
• We are also seeing more clients requiring a Non Exec with a demonstrable strong customer-focused background;
• With many clients the NED is expected to demonstrate strategic expertise. This can extend to helping with strategy formulation and being expected to take a pro-active part in strategy development which may be a “strategy away day”; in others, the NED’s strategy responsibility is confined to questioning, challenging and refining the Executive’s proposals.

In these examples it is very difficult if not impossible for the Non Exec to be objective and contribute effectively unless they are truly Independent.

Good NEDs should be able to offer objective oversight and knowledgeable independence to help resolve disagreements impartially and make sure difficult decisions are taken wisely.

For Non Execs to be effective they must, in our view be able to think and speak independently.

Published: 02 August 2016

In addition to providing clients with the best Chairs and Non-Executive Directors who have the time available to be truly effective, First Flight provides the following expert analysis of the composition, structure, commitment and remuneration of your Board and its alignment to your strategic goals. First Flight Pre-Search Services:

1. 1. Skills analysis

   We work with you to ascertain what skills your Board requires to achieve your objectives, what skills you currently have around the Boardroom table and where the gaps are. We cover functional and technical expertise, industry/market knowledge, key event experience, hard and soft skills, formal and informal roles within the Board and how the Board contributes to diversity goals.

2. 2. Succession Planning

   We work with you to produce a succession plan for your Non Execs. We examine the specific skills they have, their input, how many other roles they have, their tenure and re-election dates, and what sort of Non Execs your Board will benefit from and who we can provide you with in the future.

3. 3. Remuneration Benchmarking

   We can provide a Board benchmarking service comparing your company with organisations that you see as your closest peers. Metrics include: Chair and NED remuneration, Chair and NED time commitment and involvement, Board size and diversity and Sub-Committee structure. As part of this service we recommend what you should pay your Non Execs.

Published: 20 June 2016

Non-Exec Director Development

We are pleased to offer companies personalised seminars that will help your NED's understand not only the legal and practical responsibilities of the Non-Exec Director but the key skills to being an effective Non-Executive Director. We can tailor these seminars to cover the following topics:

• NED roles and responsibilities
• Legal Liabilities and Corporate Governance
• Interpret Financial Reports
• Board committees – Audit, Risk, Remuneration and Nomination
• Effective behaviour in the Boardroom
• How to add value as a Non-Exec Director

Corporate Seminars

We have been running a range of events over the years for CEO’s, Company Chair and Non-Executive Directors including talks by guest speakers. Our Board events have provided an opportunity for us to share knowledge and experience of the Non-Exec landscape and how to achieve effective Boards. Areas covered include:

• Corporate Governance
• Ethics and Culture in the Boardroom
• Legal Responsibilities
• Skills Evaluation
• Succession Planning
• Shareholder Relationships
• Director Remuneration

Guest speakers:

Jane Mitchell, JL&M Ltd

Jane’s career started in television broadcasting at the BBC in London, where she worked   with the best in the business on such TV icons as Tomorrow’s World, Grange Hill and Blue   Peter. It was at that early stage that she developed a  passion for effective communication and learned the value of mutual respect and great teamwork.

In 2005, Jane set up JL&M and now advises, 'guides' and supports (some might say      challenge), leaders in organisations large and small, as they find ways to embed their ethics, values-based leadership and behaviours. At the heart of Jane's work is the principle that people willingly take responsibility for their own behaviour and actions at work when they understand what the ‘corporate’ ambition is and how they can contribute to it, and are recognised for that effort. “There is wisdom, knowledge and enthusiasm at every level of an organisation and when dots are connected effectively the insights everyone gains can be harnessed to drive real and positive change.”  It's connecting the dots that is the key.

Janes’ clients who have had the courage to tackle these difficult issues, include Rolls-Royce Holdings, BAE Systems, BP, SERCO, Meggitt, BT and Co-operative Bank.

Jennifer Palmer, BA (Hons), FCIS, MIoD, SMIRM

Jennifer began her City career in 1993, enjoying success in executive recruitment before joining JPMorgan and qualifying as a Chartered Secretary. Since then she has worked for a number of FTSE 100 banks and financial institutions including Macquarie Group and Standard Bank Group before becoming the Deputy Head of Global Assurance for RBS.
In 2014 Jennifer set up Goldstream Governance Ltd a specialist consultancy providing corporate governance, operational risk management and assurance expertise.
Her recent appointments include interim Director of Governance, Risk, Legal and Compliance for a NHS Financial Trust and Special Advisor to an internationally renowned governance consultancy.

Cliff Weight, Director and Executive Compensation Consultant

Cliff Weight is a Non Exec at Share Soc, the Individual Shareholders Association, and has developed ShareSoc’s Remuneration Guidance, which contains specific recommendations  for companies with less than £200 million market cap. Cliff is the author of the Directors’  Remuneration Handbook and has over 30 years’ experience as a remuneration  consultant. Cliff is a member of the QCA Corporate Governance Expert Group, the  Advisory Board of the High Pay Centre, the Editorial Board of Executive Compensation Briefing, and is a Non-Executive Director of MM&K, the leading independent remuneration  consultant and Manifest who provide Corporate Governance research and voting services to investors and others.

Published: 20 June 2016

In addition to providing clients with the best Chairs and Non-Executive Directors who have the time available to be truly effective, First Flight provides the following expert analysis of the composition, structure, commitment and remuneration of your Board and its alignment to your strategic goals.

First Flight Pre-Search Services:

• 1. 1. Skills analysis
  We work with you to ascertain what skills your Board requires to achieve your objectives, what skills you currently have around the Boardroom table and where the gaps are. We cover functional and technical expertise, industry/market knowledge, key event experience, hard and soft skills, formal and informal roles within the Board and how the Board contributes to diversity goals.
• 2. Succession Planning
  We work with you to produce a succession plan for your Non Execs. We examine the specific skills they have, their input, how many other roles they have, their tenure and re-election dates, and what sort of Non Execs your Board will benefit from and who we can provide you with in the future.
• 3. Remuneration Benchmarking
  We can provide a Board benchmarking service comparing your company with organisations that you see as your closest peers. Metrics include: Chair and NED remuneration, Chair and NED time commitment and involvement, Board size and diversity and Sub-Committee structure. As part of this service we recommend what you should pay your Non Execs.

Published: 20 June 2016

Young companies should consider bringing in a Chairman and a Non-Executive Director or at least a Non Exec as they will be of great benefit enabling them to grow with a solid foundation and experience and ensure that key decisions you make are the right decisions.

The benefits of Non Execs for young companies:

• Outside objectivity and strategic input
• Entrepreneurial flair
• Help identify the key issues – an “ideas sounding board”
• Raises company profile
• Mentor & sounding board for the MD/CEO
• Assists with growth problems
• Network of contacts
• Good value resource compared to consultants & advisers
• Facilitates fundraising & provides comfort to funders
• Reduces Board conflict
• Can provide specific skills such as: finance, management of growth, “done it before” etc.

More often than not, young companies struggle to gain funding due to the lack of credibility in their management team and this shortcoming can be addressed with the appointment of a high calibre, successful and experienced Chairman and/or a Non-Executive Director including maybe a Non Exec FD to ensure the finances are well managed.

First Flight very much work on the credo that successful companies are 85% good management and 15% good idea and it is widely accepted that funding tends to follow successful people which Non Execs have to be.

Businesses are started by passionate entrepreneurs - people with a vision and talent in their fields. However there are often skill and experience gaps at Board level that may hold the business back, cause it to make wrong decisions and concern investors. A Non-Exec is an affordable way to access those skills and experience.

If SMEs/Growth Companies are considering strengthening their Board they should consider appointing a Non Exec and should use a provider with considerable experience of helping young growth companies. First Flight has handled hundreds of Non Exec projects over the years for young companies. In addition to providing Non Execs who are “business savvy”, add value and contribute to the success of the company they also sometimes consider investing to align their interest with the existing Directors who are likely to be shareholders – this is known as “smart money” and the added commitment of a Non Exec having some “skin in the game” is beneficial and gives comfort to outside investors.

First Flight advocates that for companies with a turnover of less than £1m the Non Execs should not be paid any fees and should be focused on preserving cash and growing the business; this is only practical when the Non Execs invest and of course this is a most cost effective option – a wise owl or two and no cost!

Investing Non Execs for young companies:

Young companies are the future and should be encouraged but they face two challenges: a) lack of funds b) lack of experience.

Getting funding remains a challenge for young companies. Businesses are started by passionate entrepreneurs - people with a vision and talent in their field which is what is needed to get a new concept off the ground.

Investing Non-Execs, who have grown a business and been involved with success are an invaluable asset.  First Flight pioneered the concept of investing Non-Executive Directors and have completed some 140 projects helping young companies.

In addition to adding valuable business skills and experience, Non-Execs can fulfil various functions at different phases of a company’s development, including introducing valuable contacts. EIS and SEIS tax relief makes investing in early-stage businesses attractive, on average a Non-Exec will invest £25k so two NEDs can provide £50k.

Overall Non-Execs are an effective way to access experience as well as funding and can play a crucial part in the future success of a young business.

Published: 20 June 2016

The independence of a Non-Executive Director should be agreed by the rest of the Board. If the Non-Exec is being proposed because he or she is a friend of the Chairman or CEO then they do not satisfy the independence criteria and it is hard to see how such a Non Exec can be truly effective and research indicates that this is often the case when “friends” are appointed as Non Execs.

Ineffective Non-Executive Directors result in ineffective Boards which can be enormously expensive and sadly we see many examples of this.

Specific expertise for a specific Board

There is a difference between being a good Non Exec and being the right Non Exec for a particular role, and this difference is often a specific skill-set or background that an organisation believes is important to have around its Boardroom table.

Some examples of Non Exec projects that First Flight have undertaken recently are:

• clients requiring NEDs with expertise in digital marketing and e-commerce;
• Financial expertise is another frequent requirement for a Board’s Non Exec;
• We are also seeing more clients requiring a Non Exec with a demonstrable strong customer-focused background;
• With many clients the NED is expected to demonstrate strategic expertise. This can extend to helping with strategy formulation and being expected to take a pro-active part in strategy development which may be a “strategy away day”; in others, the NED’s strategy responsibility is confined to questioning, challenging and refining the Executive’s proposals.

In these examples it is very difficult if not impossible for the Non Exec to be objective and contribute effectively unless they are truly Independent.

Good NEDs should be able to offer objective oversight and knowledgeable independence to help resolve disagreements impartially and make sure difficult decisions are taken wisely.

For Non Execs to be effective they must, in our view be able to think and speak independently.

Published: 19 June 2015

First Flight are committed to helping our clients improve the effectiveness of their Boards by realising the value that diversity can bring.

Over the years, regulators have placed great emphasis on addressing different matters relating to the board of directors. Two prominent examples were: (i) stressing on the roles of non-executive directors as well as the importance of independence of the board in the Higgs Review in 2003; and (ii) emphasising the significance of balancing skills and experience of the board members as in the Walker Review in 2010. Until recently, there has been an urge for diversifying the board. Intuitively, diversity means having a range of many people that are different from each other. There is, however, no uniform definition of board diversity. Traditionally speaking, one can consider factors like age, race, gender, educational background and professional qualifications of the directors to make the board less homogenous. Some may interpret board diversity by taking into account such less tangible factors as life experience and personal attitudes.

In short, board diversity aims to cultivate a broad spectrum of demographic attributes and characteristics in the boardroom. A simple and common measure to promote heterogeneity in the boardroom – commonly known as gender diversity – is to include female representation on the board.

The Benefits of Board Diversity

Diversifying the board is said broadly to have the following benefits:

• More effective decision making.
• Better utilisation of the talent pool.
• Enhancement of corporate reputation and investor relations by establishing the company as a responsible corporate citizen.

We work closely with our clients to assist them in developing their Board succession plans utilising diverse talent pools and acknowledging gender balance and equality to achieve Board effectiveness. 

We are a signatory to the Voluntary Code of Conduct for Executive Search Firms in Board Appointments – this addresses gender diversity and best practice as a result of the Lord Davies report in 2011 which revealed the low number of women Board members.

One in three of all First Flight's recent Non-Exec and Chair appointments have been women. 

Published: 15 June 2015

What are investing Non-Executive Directors?

First Flight developed the Investing Non Exec concept and we believe in the 85/15 principal. Successful companies are 80% good management and 20% good idea not the other way around! Many young entrepreneurs think a good idea is enough and wonder why they struggle to progress through not having the right Board; they often lack a clear strategy and key skills on their Board which are addressable with the introduction of the right Non Exec or two.

One or more Non-Executives are recruited by a company to bring in additional skills, experience and contacts to an existing Board or Management team. For instance a Board without a qualified accountant may want an experienced former CFO/FD to join as a Non-Exec FD/NED to oversee the finance function; or Directors that have never before raised institutional VC money might want a Chairman or Non Exec who has; or a company that is targeting a certain vertical sector might want a Non Exec with inside knowledge of, and contacts in, that specific sector; or a young management team might simply want a successful entrepreneur to advise them on how to grow a company through to a successful exit because they have already achived this.

As well as working for the company for between 1 and 4 days a month, the Non-Executive Director also invests in it, where possible benefitting from SEIS and EIS tax breaks. Typical investments are around £25,000 so two Non Execs could invest £50,000.

Companies can also leverage the direct ‘smart money’ investment of the Non-Executive Director to attract further funds from matching grants, crowd sourced funding, angels, Venture Capital and Private Equity firms and other sources. The company should be more investable with a NED on the Board who is independent of the management team but who has ’skin in the game’ and whose interests are aligned with all the shareholders. In fact, several PE firms like the Business Growth Fund will only invest in a company if they can find a well-qualified, independent Chairman or Non-Executive Director who will invest alongside them.

Like any other investor, the investing NEDs will seek a return on their investment, but they are also working NEDs and Chairs who will expect a reward for their time and expertise as well. If the company is small and growing fast, this reward may be in additional sweat equity rather than cash. First Flight can advise companies on what they should offer Investing NEDs - and what they should expect from the NEDs in return.

What sorts of companies recruit investing Non Executive Directors?

Generally there are two kinds of companies: larger, PE and VC-backed companies whose PE and VC investors want NEDs and Chairmen aligned with their interests who will invest on the same terms as them; and smaller management-owned growth companies who want to strengthen both their Board and their Balance Sheet.

First Flight works with both kinds of companies (and others) and we also work directly for VC and PE firms.

Smaller companies that are interested in our service should have achieved ‘proof of concept' which will mean they have a product, a customer and some revenues. They must also be able to provide us with a clear, detailed Business Plan, up to date trading history or management accounts, historic annual accounts, and (if relevant) their EIS and SEIS certifications.

How can First Flight help?

First Flight was the first recruitment company to provide clients with investing Non-Executive Directors and we have helped dozens of companies in this way – full references available on request.

Approximately two thirds of the 10,500+ Non Executive Director candidates on our database have stated a willingness to invest in the companies they join as a Non-Exec. We also use advertising and specialist search to maximise our clients’ choice of high calibre, board-ready, candidates.

We are experts in helping companies decide what skills and experience they will benefit from in their Non Execs and finding NEDs who fit these exacting profiles.

First Flight is discerning on what clients they are prepared to take on when they are looking for investing Non Execs. We seek assurance that the specific qualities and benefits of a Non Exec are more important than their investment.

We charge for our service but our fees are affordable and the majority of our fees are only collected after the successful candidate has joined and invested in our client’s company.

Published: 10 June 2015

Our Search Process

Using First Flight's six-step process, our consultants assess candidates for leadership skills, organisational fit and ability to deliver.  You won’t meet anyone who doesn’t match our standards.

Strategy

Your Non-Exec Director or Chair will be recruited through an independent search and selection process.

An initial planning meeting with yourselves during which we will discuss your specific requirements.

We will provide guidance on remuneration and a skills audit if required.

Final specification will include Non-Executive Director or Chair responsibilities, term of office, time commitment and remuneration and specifically the skills/experience/attributes you require that we will target.

Non-Executive Director and Chair Search and Selection

We will use search and research to identify suitable candidates to meet your specific criteria. From your initial email to us we recognise that you are seeking individuals with specific experience.

Using the attributes, qualities, experience and skills stated in your agreed Candidate Role Spec as a benchmark, First Flight will expect to provide you with candidates who 100% meet your criteria.

We will look beyond ‘the usual suspects' to find you the best candidates and we have an excellent track record in achieving Board diversity objectives including skills, gender, age and ethnicity.

Furthermore the candidates we provide to you will not have more than 2-3 other roles so that they will have sufficient time to understand your business and contribute effectively to your Board.

Interview and Offer

We produce a long list and then a shortlist who will have been personally interviewed.

You will be provided with candidate CVs, their application notes, our interview notes and a score card showing how each candidate meets your criteria.

We will also advise you on final candidate selection, assist you in candidate negotiations and provide you with a template Non-Exec Director or Chair appointment letter (if required).

Published: 06 May 2015

• We specialise in Chair and Non-Executive Director recruitment only so can help clients get their brief right, from advising on NED remuneration to focusing on the key skills required.
• We have specialist in-depth knowledge of Chair and Non-Exec roles and projects and what is needed to excel in it across all sectors and types of business and organisation
• This enables us to give expert advice to clients about what they require from their Non-Execs. 
• More knowledgeable advice leads to better briefs and better Chairs and Non-Execs. 
• We have access to more high calibre candidates – and so can offer our clients more choice and more diversity, rather than merely putting forward ‘the usual suspects’.
• We have a thorough and transparent selection process, specifically designed for NED and Chair appointments and meeting all the requirements of good corporate governance.
• We can help our clients draft appropriate appointment letters and give advice on approval processes, regulatory-approval and just about anything else that is NED and Chair-related.
• We can provide fast turnarounds when required.
• We do more but charge less.
• We give our clients the assurance that they are using a tried and tested recruitment expert that other organisations have publicly endorsed

Our full Non-Exec and Chair Services

Published: 29 October 2014

Advisory Boards come in all shapes and sizes, as do the organisations that establish them.  The purpose, however of an advisory board is always the same: to expose the organisation’s Directors to expertise from advisers who will share information and meet regularly.

Advisory Board members Vs Non-Executive Directors on Company Boards

Advisory Boards are purely advisory. Unlike the Company’s Board of Directors, the company’s Advisory Board does not have authority to vote on corporate matters, nor do its members have a legal or fiduciary responsibility to the company or its shareholders. It has no right to obtain information about the company’s activities and unless it can be proven that its members were acting as “shadow Directors”, they can not be held legally responsible for those activities.

In contrast Non-Executive Directors who are members of a company’s Board of Directors have the same powers and legal and fiduciary responsibilities as its Executive Directors. From a legal standpoint, what is important is that they are Directors, not that they are Non-Executives.

Advisory Board members can therefore focus on advising the company on how to achieve specific corporate goals, and their sole job is using their experience, expertise and contacts to help the company’s management succeed in these objectives. Non-Executive Directors who are members of the company’s Board of Directors, have to balance this ‘advisory’ part of their role with supervisory, governance, legal, regulatory and risk management responsibilities. This means they may have to switch between being the CEO’s trusted adviser and being his/her supervisor.

Having said that, if a company has Non Execs on its main Board and then establishes an Advisory Board as well, at least some of the Non Execs will usually sit on both Boards. And NEDs on one company’s Board of Directors can often serve as members of another company’s Advisory Board, provided the two companies do not compete. This is because many of the qualities prized in Non-Executive Directors are the same qualities wanted by Advisory Boards - objective judgement, strategic direction, fresh thinking, constructive challenge, useful contacts and additional areas of expertise.

Advisory Boards v Consultants and Project Boards

Although in a legal sense, members of advisory Boards are just consultants, they tend to work more collaboratively and more strategically than ‘normal’ consulting arrangements.  The reason for this is that the Advisory Board’s focal point is its Board meeting.  Each member of the Board will do their own preparatory work before the Board meeting, and afterwards many of the agreed action points will involve individuals or sub-groups following up, but the Board itself is a shared occasion with a general principle that all Advisory Board papers are given to all Advisory Board members and all Advisory Board members should be able to contribute to all discussions.

Advisory Boards meet regularly but infrequently - typically 2, 4 or 6 times a year. They therefore tend to focus on strategic and recurring issues rather than projects with definite end dates. If you want NEDs to contribute to the latter (for example, by giving independent expert advice on a major IT systems overhaul) you are better off setting up individual Project Boards that terminate when the project is finished.

Official guidance on Advisory Boards

As Advisory Boards are unofficial rather than legal structures, there is little mention of them in most Governance Codes eg the Financial Reporting Council’s UK Corporate Governance Code does not discuss them, for instance.

One exception is the Institute of Directors’  “Corporate Governance Guidance and Principles for Unlisted Companies in the UK”.

This advocates Advisory Boards but purely as an interim step in the transition from an entrepreneurial Board dominated by its Owner-Manager(s) to a mature Company Board with Non-Executive Directors. The popular practice of having a mature company Board with Non-Executive Directors and an Advisory Board is not mentioned. Instead the Advisory Board is meant to wither away as the company matures and Non-Executive Directors are engaged. This however does not have to be the case as Advisory Boards can be very beneficial for companies of all sizes.

Further advice on creating and recruiting for your Advisory Board

As we said at the start, Advisory Boards come in all shapes and sizes, as do the organisations that establish them and there are very few ‘one size fits all’ rules. However at First Flight we have good experience of helping clients create and recruit for Advisory Boards, and we are always ready to share that experience with a company that is interested in a confidential exploratory discussion. So whether you are a young company who wishes to follow the IoD’s guidance or a mature company that’s realised its Non Execs are spending too much time on Corporate Governance issues and supervision and not enough on giving you the strategic advice you recruited them for, then please get in touch.

Top 10 tips for forming an Advisory Board

Published: 22 October 2014

Published: 22 October 2014

Maytham Oast, Rolvenden Layne, Cranbrook, Kent TN17 4QA
01797-270920
www.NonExecDirector.co.uk

Registered in England No: 5871276

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Statement for Self-Certified Sophisticated Investor

I declare that I am a self-certified sophisticated investor for the purposes of the Financial Services and Markets Act (Financial Promotion) Order 2005.

I understand that this means:

(a) I can receive financial promotions that may not have been approved by a person authorised by the Prudential Regulatory Authority or the Financial Conduct Authority as Regulators;
(b) the content of such financial promotions may not conform to rules issued by these Regulators;
(c) by signing this statement I may lose significant rights;
(d) I may have no right to complain to these Regulators or the Financial Ombudsman Scheme;
(e) I may have no right to seek compensation from the Financial Services Compensation Scheme. I am a self-certified sophisticated investor because at least one of the following applies -
(a) I am a member of a network or syndicate of business angels and have been so for at least the last six months prior to the date below;
(b) I have made more than one investment in an unlisted company in the two years prior to the date below;
(c) I am working, or have worked in the two years prior to the date below, in a professional capacity in the private equity sector, or in the provision of finance for small and medium enterprises;
(d) I am currently, or have been in the two years prior to the date below, a director of a company with an annual turnover of at least £1 million.

I accept that I can lose my property and other assets from making investment decisions based on financial promotions.

I am aware that it is open to me to seek advice from someone who specialises in advising on investments.

Signature:

Date:

Name (PRINT IN CAPITALS):

Statement for Certified High Net Worth Individuals

I declare that I am a certified high net worth individual for the purposes of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

I understand that this means:

a) I can receive financial promotions that may not have been approved by a person authorised by the Prudential Regulatory Authority or the Financial Conduct Authority as Regulators;
b) the content of such financial promotions may not conform to the rules issued by these Regulators;
c) by signing this statement I may lose significant rights;
d) I may have no right to complain to these Regulators or to the Financial Ombudsman Scheme.
e) I may have no right to seek compensation from the Financial Services Compensation Scheme.
I am a certified high net worth individual because at least one of the following applies –
a) I had, during the financial year immediately preceding the date below, an annual income to the value of £100,000 or more; or
b) I held, throughout the financial year immediately preceding the date below, net assets to the value of £250,000 or more. Net assets for these purposes do not include –
i. the property which is my primary residence or any loan secured on that residence;
ii. any rights of mine under a qualifying contract of insurance within the meaning of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001; or
iii. any benefits (in the form of pensions or otherwise) which are payable on the termination of my service or on my death or retirement and to which I am (or my dependants are), or may be, entitled.

I accept that I can lose my property and other assets from making investment decisions based on financial promotions.

I am aware that it is open to me to seek advice from someone who specialises in advising on investments.

Signature:

Name (PRINT IN CAPITALS):

Date:

Published: 28 February 2023

First Flight NED and Advisors Ltd.  Privacy Policy

This Privacy Policy provides information on how First Flight NED and Advisors Ltd uses the information that you give us when you register with us.
First Flight NED and Advisors Ltd is committed to ensuring that any personal information that we hold is protected. If we ask you to provide us with any personal information, you can be guaranteed that this information will be used in accordance with this Privacy Policy.

What information do we collect from you?

Generally, we collect the following information:

• Your name
• Contact details such as email address, telephone numbers (both landline and mobile) and address.
• Information relevant to your Non Exec recruitment needs such as CV, the criteria highlighted to establish your preferences for role searches.
• Demographic information such as postcode.
• when you visit our website, we will retain details such as traffic data, location data, weblog and other communication data, and the resources that you access. For further information, please see our Cookie Policy.

How do we collect this information?

Personal information is collected when you register in the following ways:

• Telephone calls – during an inbound telephone call, you might provide us with the personal information listed above.
• Email – if you email us with personal information, we usually keep a record of this along with any correspondence.
• Website – by registering your details on our website for Chair and Non Exec role specifications.
• Website – by visiting our website we may obtain analytic information which we may use to update our website in order to improve the user experience.
• Social Media – if you contact us or provide your details via LinkedIn’ we don’t use other social media.

Who might we share your information with?

We do not share your information with any other organisations / websites for marketing, market research or commercial purposes.
We may share personal data externally to the business. Where we share your information, we shall do so for the following reasons:

• Where we have your “Consent” to do so.
• Where we have a “Legal Obligation” to do so.
• For reporting, analytics and service improvement purposes across our trading styles and/or within any future group construct should First Flight establish or become part of a group.
• Where we believe it is necessary to protect or defend our rights, property or the personal safety of our people or visitors to our premises or website;
• Where required for a proposed sale; reorganisation; transfer; financial arrangement; asset disposal; or any other transaction relating to our business and/or assets held by our organisation.

What do we do with your information?

Our use of your personal data will always have a lawful basis, for example:

• Our performance of a contract with you and managing your account.
• Providing your information to our client once you have given us permission to do so.
• Supplying our services to you including replying to emails from you.
• Analysing the use of our website to make improvements to the user experience on our website.

How long do we keep hold of your information?

• All personal data is stored securely for no longer than is necessary. We will only store personal data for as long as we have a legitimate need to retain it, either for statutory/legal reasons or because we need the data to be able to provide you with services or for other legitimate business needs.
• When we no longer need this information, we will anonymise your data and/or dispose of it securely.
• Should you require further information regarding retention periods, please contact us by using the details in this Privacy Policy.
• Generally, your data is stored within the European Economic Area (EEA).  If we do store data outside of the EEA, we will take all reasonable steps to ensure that your data is treated as safely and securely as set out in the UK GDPR.
• You can unsubscribe at any time and we will no longer retain your details.

The rights available to individuals in respect of processing

Unless subject to an exemption under legislation, you have the following rights with respect to your personal data:

• Your right of access - You have the right to ask us for copies of your personal information which you have provided us with.
• Your right to rectification - You have the right to ask us to rectify personal information you think is inaccurate. You also have the right to ask us to complete information you think is incomplete.
• Your right to erasure - You have the right to ask us to erase your personal information in certain circumstances. You are able to delete your details at any time by login on the website and clicking the ‘delete my account’ button on the Candidates page.
• Your right to restriction of processing - You have the right to ask us to restrict the processing of your personal information in certain circumstances.
• Your right to object to processing - You have the right to object to the processing of your personal information in certain circumstances.
• Your right to data portability - You have the right to ask that we transfer the personal information you gave us to another organisation, or to you, in certain circumstances.

You are not required to pay any charge for exercising your rights. If you make a request, we have one month to respond to you.

If you wish to exercise any of your individual rights, you can do so by emailing This email address is being protected from spambots. You need JavaScript enabled to view it. or in writing to: The Data Protection Officer, First Flight NED’s and Advisors Ltd, Hatherley House, Bisley Green, Bisley, Woking GU24 9EY.

Automated decision-making, including profiling

First Flight does not use solely automated decision-making, including profiling in the processing of your personal data.

Your right to withdraw consent

Where we process your data under the consent lawful basis you have the right to withdraw consent. You can withdraw your consent by contacting us using the details at the top of this Privacy Policy.

Your Right to Lodge a Complaint with the ICO

You have the right to lodge a complaint with the UK’s Supervising Authority: The Information Commissioners Office. Prior to lodging a complaint, we would like the opportunity to address any complaint you may have. Should you have a complaint please in the first instance contact us at This email address is being protected from spambots. You need JavaScript enabled to view it., by telephone on 01797 270271 or write to us at First Flight NED’s and Advisors Ltd, Hatherley House, Bisley Green, Bisley, Woking GU24 9EY

If your complaint has not been resolved or you are not happy with our response, you can lodge a complaint with the Information Commissioner’s Office via email https://ico.org.uk/global/contact-us/email/ or by writing to: 

Information Commissioner’s Office 
Wycliffe House 
Wilmslow 
Cheshire.  
SK9 5AF. 
 
Or by telephone on 0303 123 1113. 

Use of Cookies

Our website may place or access Cookies on your computer or device and they are only used by us.  We use Cookies to improve the user experience on our website.  We do not use third party advertising on our website so third party Cookies should not be placed on your computer or device as a result of visiting our website. In addition, our website uses analytics services by Google and others, who also use Cookies; this is a set of tools used to collect any usage statistics that enable us to better understand how users use our website.  For further information, please see our Cookie Policy.

Contacting us

If you have any questions about our website or this Privacy Policy, please contact us by email at This email address is being protected from spambots. You need JavaScript enabled to view it., by telephone on 01797 270271 or write to us at  First Flight NED’s and Advisors Ltd, Hatherley House, Bisley Green, Bisley, Woking GU24 9EY.

Changes to our Privacy Policy

This Privacy Policy may be changed from time to time (for example, if there is a change in the law).  We recommend that you check this page regularly. We do not wish to bother you with lots of minor amendments, but where we make significant changes to our policy, we may contact you to inform you.

Ian Hobday - Founder & CEO

First Flight NED and Advisors Ltd.

Published: 23 June 2014

To provide you with some information on First Flight's Chair and Non-Executive Director service:

1. You don't have to pay to register as a candidate with us or to apply for any role that we advertise. Please note that we have no connection to any of the companies that ask you to pay to access NED roles and we advise all serious NED candidates to be very sceptical about these companies.

2. The "Available Roles" page on our website describes the NED roles we are currently finding candidates for, and the skills, qualities and backgrounds our clients are seeking. If you fit the candidate description of any of the roles advertised and are interested, please apply by clicking on the "apply" button on the role spec. You don't need to have met us first.

3. If you are not a match for any of our current advertised roles but believe that you have the right experience, knowledge and personality to contribute to Boards as a NED, please register your CV with us, so we can notify you of suitable roles. Before registering, please read our advice on: What makes a good Non Exec CV

4. Once you are registered you will receive emails automatically from us if a new NED role fits your criteria.

5. If you want to find out more about what it takes to be a Non Exec, we recommend that you read our First Flight Non Exec Guidelines 

6. We run Non-Executive Director workshops which are an excellent way for candidates seeking their first NED role and recently appointed NEDs to find out more about being a Non Exec; further details are on our Non Exec training page.

7. We have completed some 170 Chair & Non Exec projects across all sectors and we work with companies at all stages including early stage companies such as Pod Foods who we provided with a Chair & 3 Non Execs which has been a big success with 25 outlets to date and £300m Simplyhealth who we provided with 2 Non Execs - see case studies: Pod & Simplyhealth - you can also see case studies on our Case Study page which include two recent projects: HSSMI & Reliance Mutual

Published: 22 June 2014

Company Registered in England No. 5871276

VAT No. 889 4332 72

Published: 22 June 2014

Canonical URL: https://firstflightnonexec.com/candidates/the-ideal-non-executive-director

Published: 22 June 2014

A Non-Executive Director CV should be different from an Executive one; it should be 2-3 pages maximum and contain a combination of the following:

• Contact details
• Specialist areas/your core skills
• Career roles
• Soft skills
• Professional, educational and technical qualifications

Your CV should include:

1)  Contact details

Your address, email & phone numbers should be detailed on the first page. A LinkedIn profile address can also be useful.

2)  Your profile, summarising core skills, or useful experience you would offer a client company in a Non-Exec or Chair role which should include your personal areas of expertise.

Be succinct (preferably fewer than 6 points and certainly no more than 8).  Ensure that your expertise and experience are backed up by career achievements.  These are likely to be a mix of skills that companies require from their Non Execs or around their Board Room table (as per a role spec) such as:

• Strategic Input
• Entrepreneurial Flair
• Operational Expertise
• Finance Expertise
• Risk Management
• Digital Marketing/E-Commerce experience
• IT/Tech/Software Track-Record
• 10 Years’ Experience in Healthcare Sector
• Fundraising experience
• M & A expertise
• IPO involvement
• AIM/listed Company Experience
• Experience of Chairing PE Backed Companies etc. 

3)  Current and Previous Board-Level Experience

As an actual Chairman, Director or in pro bono Director-like roles such as a Board Consultant, CoSec, involved Investor, Trustee or Governor etc. it is useful to mention any formal Board Sub-Committees that you have either Chaired or were a member of, and give dates. If legally you were not an actual Director, then don't claim this but mention the role and briefly explain how it was 'Director-like'. If you have not been a NED before this is not a problem but mention if you have attended a Non-Exec course or workshop to prepare you for a Non Exec role.

4)  Career record with actual dates including a description of major achievements and responsibilities in your more important roles

Minor/brief/early roles can simply be mentioned without descriptions. Career breaks are not a problem so do not try to hide them. Ideally reading the career record will not only tell us and a client what you have done but also back up the skills and expertise listed in the first section.

5)  A Summary of Professional, Educational and Technical Qualifications

Detail relevant qualifications in particular for a particular Board appointment or Board Sub Committee, for example, an accounting qualification for an Audit Committee, or a former FCA/PRA Authorised person.

 Click here to register your CV with First Flight

Be wary of Non-Executive Director websites that ask you to pay to register or gain access to Non-Executive roles. 

Published: 22 June 2014

Dr Fredrik Verkrost, new NED at ETL Systems Ltd provided by First Flight:

"I was first approached by First Flight for an NED role with ETL Systems Limited and after an initial thorough telephone interview by First Flight, they put me forward to the client resulting in a first on-site meeting.  This eventually resulted in an appointment. Due to the very specific high-tech nature of this SME business, I was impressed how First Flight sourced experienced candidates with relevant industry know-how and also arranged for a psychometric test. I can highly recommend First Flight to Companies in need of adding experience to their Boards."

David A Anderson, new Chairman at HSSMI provided by First Flight:

"I was first made aware of First Flight Non Execs through a colleague who recommended them as the best company through which to find NED positions. Like many others, I had retired from full time work but I was keen to find a way of using my skills in helping companies with whom I had an affinity. If appropriate I was also prepared to make a small scale investment at the same time. I found First Flight provided an ideal service for those in my position. There has been a steady stream of high quality opportunities across a diverse range of sectors. When the role of Chairman for the High Speed Sustainable Manufacturing Institute (HSSMI) came along, I applied immediately. From start to finish I have been extremely impressed by the responsiveness and professionalism of Chris and his team. I was provided with all the background information I needed and kept fully informed throughout the interview and appointment process. A first class service which I would enthusiastically recommend to others."

Mike Higgins, new NED, placed by First Flight at 4SL Group:

"The experience of dealing with First Flight was rewarding both in terms of finding an outstanding Non Exec opportunity and in the highly professional manner in which the process was managed by them".

Karen Thomas-Bland, new NED placed by First Flight at Massive Analytic Ltd:

"First Flight were excellent in providing me with a very strong insight of the NED role and the client's situation and expectations. As such, I felt very well prepared to be successful. The First Flight team are very knowledgeable and professional about the Non Exec arena and I would highly recommend any candidate seeking a NED role or a company seeking to recruit a NED to use First Flight."

Tim Brooke, Non Exec placed at Simplyhealth:

"I am very grateful to First Flight for helping me to secure my first decent Non-Exec role. The team managed to find the perfect balance between their client Simplyhealth's needs and the skills and experience I had built up during my career. Chris was first class in how he managed all those in the process. Getting your first NED role is particularly hard and thanks to First Flight, I now have built a career as a NED and have acquired an interesting portfolio of roles. Chris and his team know that I am always happy to endorse them as First Flight are genuinely different in the Non Exec Search market and this makes them good."

Michael Sharp, new Non Exec placed by First Flight at Food Senz:

"I enjoyed working with First Flight. I have now been in contact with them for a while and throughout that period they have provided immense ongoing support and care in securing an appropriate NED opportunity suited to my specific needs. Always operating in a consultative capacity and without any pressure or influence, First Flight is extremely professional and truly a pleasure to work with."

Michael Hall NED, SimplyHealth:

"First Flight was admirably professional throughout the Non Exec appointment process."

Nick Rowe ex CEO of Diners Club and VP of American Express, London 

"I came across First Flight when I had just finished a VC-backed turn-round job and was inclined to spend my time focusing on improving my golf and renovating a house in France but after a while I discovered I needed some type of business stimulation and they were able to uncover a number of interesting Non Exec roles in emerging businesses for me. I was able to be very specific about the industries of interest and meet up with management and other potential Non Execs before committing myself or investing. It enabled me to short-cut what otherwise would have been a long-winded process and as a result I joined Pod Food initially as a Non Exec now as Chairman and have subsequently joined another interesteing company called Skiplex who have launched novel (for the UK) indoor ski slopes that take up very little space. I think First Flight fills an important hole in the market for those looking to use their grey matter and looking for some business involvement whilst not seeking full-time work - a Non-Exec role in an interesting company with potential for growth is ideal and I know that First Flight offers plenty of choice." 

Alex Dyce, ex Director of Barclays Bank, Barclays Bank, Portugal & Gerrard Investment Management, London:

"Having worked for a large multinational organisation, when I retired I decided that I wanted to create a portfolio of NED interests in a number of smaller companies where I could make a practical contribution and invest in future success. I came across First Flight who presented a number of opportunities and helped me filter in which areas and cases my experience and network would give the greatest value added. Their service is invaluable both for Ex Directors who wish to remain involved in business with a good choice of projects across many sectors and for early stage companies looking to strengthen their Board and provide strategic focus."

Mike McGrail ex Director of ICTV, Litton Business Systems, Plessey and various NASDAQ companies, Surrey and California:

"Chris and his team at First Flight offer a high quality and original service that brings together entrepreneurs with business angel investors who are looking for management involvement. I like this Non-Executive Director service because the opportunities are presented in a clear cut way with a minimum of fuss. I have found the information given to me to be accurate and up to date and there is an excellent choice of projects. Through this service I have been able to quickly find opportunities of real interest and relevance to me."

Published: 21 June 2014

Why Use First Flight for your Non-Executive Directors?

1. Introduction:

Government-led reviews in the last few years which were the pre-cursor of the Combined Code on Corporate Governance (now called the Corporate Governance Code) set out standards of good practise for UK companies and has as one of its main stipulations under Code A.3 regarding Board Balance and independence: The Board should include a balance of executive and Non-Executive Directors (and in particular independent Non-Executive Directors) such that no individual or small group of individuals can dominate the Board's decision taking.

The Combined Code states in their Code A.3.2: Except for smaller companies (one that is below the FTSE 350), at least half the Board, excluding the Chairman, should comprise Non-Executive Directors determined by the Board to be independent. A smaller company should have at least two independent Non-Executive Directors.

AIM companies should have at least two Non Execs and PLUS companies at least one.

A Non-Exec has responsibilities as a "corporate policeman or watchdog" with adherence to good practise, adherence to Boardroom disciplines, corporate governance and corporate responsibilities.

2. Why appoint a Non-Executive Director?

All Directors, including Non Execs are required to:

• Provide entrepreneurial leadership of the company;

• Set the company's strategic aims; and

• Set the company's values and standards and ensure that its obligations to its shareholders and others are understood and met.

In addition the role of the Non Exec has the following key elements:

• Strategy. Non-Execs should constructively challenge & help develop proposals on strategy.

• Performance. Non-Execs should scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance.

• Risk. Non-Execs should satisfy themselves on the integrity of financial information and that financial controls and systems of risk management are robust and defensible.

• People. Non-Execs are responsible for determining appropriate levels of remuneration of executive directors and have a prime role in appointing, and where necessary removing, executive directors and in succession planning.

3. What benefits do Non-Executive Directors bring to your Company:

• strengthen the Board and provides an independent viewpoint;

• contribute to the creation of a sound business plan, policy and strategy;

• review plans and budgets which will implement policy and strategy;

• be a confidential sounding board for the MD/CEO and to keep the focus of the MD/CEO;

• has the experience to objectively assess the company's overall performance;

• has the experience and confidence to stand firm when he or she believes the Executive Directors are acting in an inappropriate manner;

• provide outside experience of the workings of other companies and industries and should have beneficial sector contacts & experience gained in previous businesses;

• have the ability to clearly communicate with fellow directors;

• have the ability to gain the respect of the other directors, and it helps if he or she is liked, but is not essential.

• possess the tact and skill to work with the executive directors, providing support and encouragement where difficult decisions are being made;

• provide contacts with third parties such as financial sources, grant availability, potential clients etc. and

• provide comfort to a company's suppliers, Bankers and funders.

4. What a company typically pays a Non Exec in fees & for what?

• The average time commitment for a Non-Exec is 24-30 days pa which increases for larger companies;

• The average time commitment for a Chairman is 30-40 days pa which increases for larger companies due to the number of Board sub-committees such as Audit and Remuneration which take up about 15% of the time.

• Board meetings including preparation tend to take up about 40% of the time spent with Strategy and Planning meetings taking a further 10% of the time and sub committees taking another 20%.

  The average pay for a Chair of an AIM listed company is between £1k and £1.7k per day for smaller companies and £2-3k for larger companies; this works out at around £36k pa for a small company and up to £60k pa for a larger company.

• The average pay for a Non Exec in an AIM listed company is around £1.3k per day for smaller companies and £1.8k per day for larger companies; this works out at around £24k pa for a small company and up to £45k pa for a larger company.

• 15% of Chairman and 10% of Non Execs receive part of their fees in shares.

• The prevalence of share options in AIM listed companies is high and around half of Non Execs own part of their company.

5. Cronyism and fees:

• The big City "Search" firms charge a flat fee iro £40-60k or more for providing a Chair or Non-Executive Director, they have expensive offices and large research departments to justify their fees.

• However most companies below the FTSE 350 cannot afford fees of this magnitude and as a result resort to the 'old-boy network' or cronyism, as Sir Derek Higgs called it, which does not provide transparency or indeed choice and has to be an unacceptable way of recruiting Non Execs in 2010.

• Furthermore the big City firms tend to work within a 'small Non Exec gene pool' and the same Non Execs seem to appear on multiple Boards - is this a healthy situation?

• So what are the options for AIM Companies who are looking for high calibre & effective Non-Executive Directors but with an efficient and realistically priced service? 

• First Flight is the only UK Company focused solely on providing Chair and Non-Executive Directors and has the largest Non Exec database in the UK (4,400 high calibre Non Execs - selected from 35,000 CVs) & have placed some 100 Non Execs into over 80 client companies.

• First Flight pioneered the concept of investing Non Execs and over £4m has been invested to date by their Non Execs.

• First Flight's success comes from operating from a database which provides fresh talent drawn from a variety of sectors with most having had Non Exec roles. This is supported with discreet search and focused advertising which allows appropriate candidates to be identified within 3 weeks, therefore clients enjoy the benefits of a fast and specialised service with competitive fees which are half what the big City firms charge.

• In light of much recent debate about good Corporate Governance, enlightened companies are asking: what is the right balance in the boardroom? How should Boards be made up and what mix of skills and expertise will be right in the post-recession environment? Now is the time for leaders to be shaping their Board to maximise opportunities for growth and meeting the challenges going forward - First Flight understands these issues.

Some of the information in this article is taken from First Flight's Survey of Non-Executive Directors in Unquoted, AIM & PLUS companies which provides interesting information on the role of Non Execs, their fees etc. email us on: This email address is being protected from spambots. You need JavaScript enabled to view it. and ask for a copy.

Published: 21 June 2014

Canonical URL: https://firstflightnonexec.com/why-first-flight/benefits-of-an-effective-board/the-ideal-board

A company’s Board of Directors plays a crucial role in supporting the long-term success of the company on behalf of its shareholders and stakeholders.  The blueprint for an "Ideal Board” outlined in this article is applicable to publicly listed Companies on both the main FTSE exchange as well as those listed on the smaller AIM exchange. The UK Corporate Governance Code applies to companies listed on the Main Market and the Quoted Company Alliance Code (QCA Code) is used by the majority of companies on AIM.

The "Ideal" Board Overview

The ideal Board should be simultaneously entrepreneurial, driving the business forward while keeping it under prudent control with appropriate financial and risk management expertise. The entrepreneurial drive (the accelerator) and the governance and oversight structures covering finance, risk and compliance (the brake) are polar opposites so it is essential that a Board has Directors with strong skillsets and experience in both areas to ensure a vibrant Board which balances healthy debate and challenge with strong support to the CEO and executive team.

The ideal Board should be sufficiently knowledgeable about the workings of the company, be answerable for its actions, yet can stand back from the day to day management of the company to retain a long-term view. In order to do this successfully, a balance of different skills and personality types are required around the Boardroom table.

The Board should be sensitive to the pressures of short term issues and yet be informed about broader long term trends in the industry and should focus on the long term commercial needs and goals of the business while acting responsibly towards stakeholders, employees, customers, suppliers, business partners, shareholders and society as a whole. 

The "Ideal" Board should have the following key attributes:

• Highly strategic with strong co-operation between the Non-Executive Directors and CEO/Executive team
• Strong levels of healthy debate, challenge and oversight
• Comprehensive oversight of executive performance against the strategic objectives it sets through Key Performance Indicators (KPIs)
• Genuine diversity of thinking styles, skills, personalities, age, gender, ethnicity, professional background and industry knowledge (this helps to avoid "group think" which happens when a Board has Directors from a similar background which means the Board view things in the same way and problems get overlooked)
• Six core competencies: Strategic Management, Risk Management, Market Knowledge, Governance, Financial Management and Regulation.

The diversity of skills and experience a Board should have, will depend on the size and type of business. However, in addition to the above, there are other skills Boards benefit from such as sector experience, HR, legal, technology, cyber, fund raising, property and new skills such as technology, digital/E-Commerce and an understanding of social media; many of these can be provided by specialist Non Execs.

Every Board also needs the right balance of types or categories of people to operate effectively. One of the simplest ways to assess the character of people was developed by David Kolb who categorised people in four ways: activist, pragmatist, theorist and reflector. True for business, and also true for learning how to ride a bike:

• The Activist – tests by trying (and failing, and hopefully learning).
• The Pragmatist – tests implications: copies, improves.
• The Theorist – forms abstract concepts. Natural planner.
• The Reflector – observes and reflects and asks why/why not?

It’s vital for a Board to keep up to date with all regulatory legislation, market activity, the competitive landscape and key sector trends to enable it to respond constructively and quickly to opportunities, problems or crises.

The ideal Board will be well led by an effective Chair.

Non-Executive Directors

As per the UK Corporate Governance Code (except for smaller companies), at least half the Board excluding the Chair should comprise Non-Executive Directors (NEDs) who are truly independent. A smaller company should have at least two independent NEDs.

Companies should strive to appoint truly independent NEDs (the independence criteria are set out in the UK Corporate Governance Code) with relevant skills who are capable of making a significant impact to the Board and company. Outstanding NEDs demonstrate a very strong work ethic and commitment to the company (high-calibre NEDs put in > 40 days a year, compared with 19 days for the less engaged NEDs (McKinsey survey)). High impact NEDs do not spend any more time on Board attendance, Sub-Committees, compliance and Governance issues - they instead spend more time on Board meeting preparation, inputting to strategy, getting to know the company and its culture, visiting clients and company sites and talking informally with key managers, other staff, customers, suppliers, shareholders and other stakeholders.

The NEDs, who on joining should be provided with a full, formal and tailored induction, should be well prepared and well informed for each Board meeting, having read the papers thoroughly, devoting sufficient time and effort to understand the company and its business. NEDs should ideally attend a Non Exec training course and the Board should be aware that training never ends!

Non Execs should make strong contributions to Board meetings especially on the two key areas of developing the strategy and risk management. There is no justification for a Board retaining underperforming Non Execs or ones who contribute little. Non Execs should be resolute in maintaining their views whilst constructively resisting pressure from others and effectively follow up areas of concern.

NEDs should think and speak independently, challenge the CEO and executive team constructively, be business-savvy, be genuinely interested in the company, care deeply, be shareholder orientated and bring significant value to the Board – we see many Boards where this is simply not the case!

The rarest quality of a NED is to be “business savvy” and if it is lacking, the other criteria are of little help to a Board as many people who are smart, articulate and admired have no real understanding of business and while they may shine elsewhere, they don’t belong on Corporate Boards (Warren Buffett).

Effective Boards spend up to twelve days a year on strategy, compared with just four for low impact Boards which adds to the Non Exec’s time commitment.

These factors will result in the executive team genuinely valuing the contribution of the NEDs and being more willing to engage effectively with the Board. In the best situations, executives feel strongly supported and engage collaboratively with the NEDs on strategy and openly discuss performance challenges. High-calibre committed NEDs contribute not only in the strategy area but roll up the sleeves to support the CEO and Executive team in time of crisis and significant market challenges.

The time commitment of NEDs raises the issue of NED pay. In our experience, there is a strong correlation between the NED compensation level and the calibre, impact and the time commitment genuinely needed in a role. We often find for example a NED role is advertised as a “2 days per month commitment with a £25-35k per annum remuneration”, whereas in reality, a time commitment of 4 days per month is needed (including both formal and informal time) and it makes a lot more sense for the Board to set a higher remuneration level to ensure it attracts a high-calibre NED with the required time commitment - First Flight can advise on this.

This also fits in with what we say about the maximum number of roles effective NEDs should have - which is 3-4 at a maximum.

The Role of the Chair

Good Boards are created by good Chairs. The Chair creates the conditions for effective Boards and the effectiveness of individual Directors. It is the responsibility of the Chair to lead the Board (providing oversight of the CEO, managing Board Meetings effectively, setting an optimal Board agenda and ensuring a high-quality Board Pack is distributed well ahead of Board Meetings making strong use of executive summaries).

The Chair should provide strong but not dominant leadership, encouraging all Board members to contribute and ensuring that there is a high level of robust challenge and debate on all major issues and decisions. He/she must ensure the effective implementation of Board decisions.

Chairs in our view should never hold more than two Chair roles.

Please see our separate article on “The role of the Chair”.

Board Evaluations

As per the UK Corporate governance and QCA codes, a Company's Board should undertake an annual Board Evaluation of its own effectiveness and performance. The evaluation should include a "competency and skills" evaluation to ensure that the company has the breadth & depth of skills it requires and types of Directors to debate all issues effectively. The Chair is responsible for addressing any weaknesses that the Board has identified.

Board Evaluations are probably the single most important Governance initiative in the last 20 years – if you don’t measure the performance of the Board, how do you or your shareholders know if it is performing effectively? Best practice in this area consists of an external independent evaluation every three years followed by two internal Board Evaluations.

Audit and Risk Committee

The Audit and Risk Committee has a critical role in a listed company presenting to the Board a balanced and understandable assessment of the company's position and prospects based on sound systems of internal controls. The Audit and Risk committee;

• meet regularly to monitor the financial health and performance of the company, providing regular reviews of internal controls, internal and external audit functions.
• have a key responsibility to provide confidence to shareholders on the integrity of the financial results and financial health of the company.
• have a key role in selecting and challenging the external Auditors.
• have a critical role in the oversight of the risk management and internal controls of the company including cyber-security. Some larger companies may establish a separate Risk Committee.

Remuneration Committee

A core tenet of Governance for listed companies is that there is a formal and transparent procedure for developing and overseeing policy on Executive Remuneration ensuring no Director is responsible for deciding his or her own remuneration. Remuneration Committee members must be independent, able to resist inappropriate demands from Executive Directors and have an increasingly important responsibility to take into account the views of shareholders.

Nomination Committee

The Nominations Committee (NomCom) has a key role in the identification and appointment of Non-Executive Directors ensuring that there is an effective succession planning process in place.

Many Nomination Committees are hamstrung by legacy approaches to identifying a pool of high-calibre NEDs beyond the personal networks of Board members. There is a growing trend of Nomination Committees partnering with specialist Non-Executive Director Search firms such as First Flight, to strengthen the ability of the company to attract outstanding NEDs.

The NomCom, is made up of a majority of independent NEDs and leads the process for new Board appointments. As stated in the Governance Codes, best practice comprises the use of a robust, formal, rigorous and transparent process for the appointment of Directors including NEDs. It should identify what skills and competencies the Board requires and fill the gaps with appropriate NEDs; the NomCom manages these appointments to ensure that the Chair and/or CEO do not unduly dominate the process. The evaluation of the Board’s current skills and where the gaps are, is a complex process. In many cases, a Board skills matrix is developed/updated either with support from external consultants or as part of an external Board Evaluation.

The NomCom also has a key role in supporting the process of when appropriate, of removing underperforming Non-Executive Directors.

Shareholder Relations

The Chair, CEO, Finance Director and Non-Executive Directors should have regular dialogue and meetings with major stakeholders including shareholders both institutions and retail. The Chair is responsible for ensuring that the Board are aware of the views of key stakeholders.  

Published: 21 June 2014

What is a Non-Executive Director?

Click here to read The UK Corporate Governance Code & Higgs Report 

The FRC issued a report into the adequacy of the explanations provided as part of the UK ‘comply or explain' regime for Quoted Companies under their UK Corporate Governance Code. 

Read First Flight's Chair and Non-Executive Director Guidelines on the search, selection and remuneration of Non Execs.

Read the IoD's Corporate Governance Report for unlisted Companies.

Good Corporate Governance

The Board

is accountable to shareholders & collectively responsible for the success of the company: providing entrepreneurial leadership within a framework of prudent controls including risk assessment & management.

Directors have a general duty to act within powers, promote success of the company (with regard for likely long term consequences, interests of employees, business relationships with suppliers & customers, impact on community & environment, high standards of conduct, act fairly between members), exercise independent judgement, reasonable care, skill & diligence; avoid conflicts of interest, not accept benefits from third parties & declare interests.

Chairman runs the board; creates conditions for effectiveness; sets agenda, forward looking & strategic; ensures time for complex or contentious issues; encourages active engagement by all; represents company externally & with shareholders.

Chief Executive/Managing Director runs the business; develops & delivers the strategy & business plan; directs management & controls operations; communicates with the board.

Non-Executive Directors provide independence & wider perspective; challenge strategy & scrutinise management; ensure robust controls & risk management; determine remuneration of executives; link with major investors; take lead role in appointing & removing directors.

Audit Committee of independent Non-Executives: monitor integrity of financial statements, review internal controls & recommend arrangements with auditor.

Remuneration Committee of independent Non-Executives: set remuneration of Executive & Non-Executive Directors & monitor remuneration of senior management; so that remuneration is linked to corporate & individual performance; & is sufficient to attract, retain & motivate. Main shareholders should be consulted.

Nomination Committees are the guardians of a company's Board composition but  they are often referred to as the weakest Board subcommittee. They generally have insufficient oversight of succession planning and they do not always approach Board appointments in a professional or trasparent manner and very often are unduly influenced by the Chairman. The Nomination Committee should with much greater rigour than is often seen at present, review the structure, size, and composition (including skills, knowledge, experience, and diversity) of the Board and make recommendations to the Board with reagrd to changes.

Matters Reserved for the Board include: Finance (e.g. policies & controls; expenditure, contracts & acquisitions/disposals above specified levels etc); Strategy (setting strategic aims, policies & budgets; ensuring financial & human resources in place; reviewing management performance etc); Governance (roles of directors & board committees; delegated powers etc); & shareholder recommendations (e.g. annual/directors report, accounts, dividends etc).

Success depends on: transparent, appropriate & timely information; balance of executives & non-executives; no individual or group dominating; induction, development & evaluation; progressive refreshing; dialogue with shareholders, participation at general meetings.

Letter of Appointment for Non Execs should cover: minimum number of Board Meetings p.a., annual away day, strategy sessions & other meetings e.g. committees; induction, training & evaluation; access to insurance & professional advice.

Non-Executive Director Legislation & Code of Conduct

The US approach to the responsibilities of Directors including Non-Executive Directors (which they call outside Directors or Independent Directors) contrasts with the UK. The US has introduced legislation whereas the UK has taken a "Code of Conduct" approach.

US Legislation

In the aftermath of the Enron collapse in the US, President Bush's hastily introduced 2002 legislation which became known as Sarbanes-Oxley.

The objective of the Sarbanes-Oxley legislation, known as Sarbox was to prevent corporate fraud and protect investors. The legislation placed stringent responsibilities on Corporate Executives or Directors in the US.

US Regulators now admit that the legislation which is seen as somewhat draconian has damaged Corporate America. Some companies have delisted from American exchanges while many others have spurned the US altogether and the London exchanges have benefited.

UK Code of Conduct

The UK has taken a different approach to Corporate Governance and the responsibilities of Directors including Non-Executive Directors with a "Code of Conduct" whereby companies have to comply or explain why they have chosen not to comply.

The UK's code based approach was established by the Hampel Review and the Cadbury Committee and subsequently in the Higgs report published in January 2003.

The Cadbury Committee stressed the corporate governance benefits of a strong Non-Executive representation on a Company's Board.

The Hampel Review also emphasised the strategic input and benefit of Non-Executives.

The Higgs report noted that: "Non-Executives are the custodians of the Governance process".

Higgs referred to the hastily passed US Sarbanes-Oxley legislation and likened their legislation to "dealing with dangerous dogs".

Higgs recommended the code based approach established by Hampel and Cadbury because "it offers flexibility and intelligent discretion and allows for the valid exception to the sound rule".

Comments are often made that Higgs made his recommendations regarding the role of a Non-Executive Director only in listed & Quoted Companies but he made the point that Small Medium Enterprises (SMEs) and owner managed companies will derive substantial benefit from having Non Execs on their Boards too (to provide skills they might not have and to provide business experience - First Flight's expertise too).

The Combined Code states in their Code A.3 regarding Board Balance and independence: The Main Principle: The Board should include a balance of executive and Non-Executive Directors (and in particular independent Non-Executive Directors) such that no individual or small group of individuals can dominate the Board's decision taking.

The Combined Code states in their Code A.3.2: Except for smaller companies (one that is below the FTSE 350), at least half the Board, excluding the Chairman, should comprise Non-Executive Directors determined by the Board to be independent. A smaller company should have at least two independent Non-Executive Directors.

Non Execs have an important and highly beneficial role to play in growth companies, Small Medium Enterprises (SMEs) and family businesses as well as AIM Companies, Mutuals, Building and Friendly Societies - all of whom are now recognising the benefits they derive from having not just a Non Exec but the right Non Exec with the right skills.

Email us on: This email address is being protected from spambots. You need JavaScript enabled to view it. to ask us to explain the benefits.

Published: 20 June 2014

Please use the form below to contact us.

Published: 20 June 2014

Investing Non-Executive Directors

First Flight works with start-up, early stage and developing clients who are looking to strengthen their Boards and fulfil their funding requirements.

• Our expertise enables us to identify and fill management team skill gaps, to deliver strategy and enable successful ‘smart money' fundraising.
• Most companies realise that investors invest in people rather than just ideas and interesting businesses.
• Successful companies are usually made up of 80% good management and 20% good idea - First Flight provides good management by augmenting the existing skills on young company Boards with experienced Chairs and Non Execs or "wise owls" to enable your Board to have the skills you require for your business to prosper.
• To demonstrate commitment and belief in the organisation's success, candidates often want to share in this concept through an equity investment.
• First Flight pioneered the concept of investing Chairmen/Non-Executive Directors and 70% of the candidates on our database want to invest, with an average investment per non Exec of £65K; £5m has so far been invested by our Non Execs.

FIRST FLIGHT INFORMATION ON RECRUITING INVESTING NON-EXECUTIVE DIRECTORS:

1) Process Summary

• Usually to recruit between one and four investing Chairman & Non-Executive Directors ("Non Execs") to join the current Directors on your Board, thereby strengthening the Board and your balance sheet;
• The precise number of Non Execs to be recruited will be determined by the current skills you have on your Board and what the skill gaps are;
• The investment injected by the Non Execs will be determined in individual negotiations, but you will only be introduced to NEDs who not only have the skills and backgrounds required but who are also interested in investing over £50,000 each and the median investment made by First Flight NEDs is approximately £65,000 each;
• The Non Exec(s) will actively participate in all Board discussions and decisions, promote good Corporate Governance and use their contacts, experience and general commercial acumen to help your company grow;
• First Flight will provide you with Non Exec(s) who bring specific skills into your Boardroom such as experience of growing a similar business, backgrounds in specific industry sectors or sub-sectors, experience and contacts in fund raising circles, or functional skills such as finance/accountancy, business development, marketing, e-commerce, risk management, or procurement.
• The Non Exec(s) will have no ties to the other Directors and will be recruited through a search and selection process managed through First Flight. The Non Exec(s) will therefore be independent and able to offer objective advice and judgment.
• As well as having sound commercial benefits, this will increase the investability of your company by aligning it with the Corporate Governance standards recommended by the UK Financial Reporting Council (FRC) - www.frc.org.uk the Institute of Directors www.iod.com and the British Venture Capital Association www.BVCA.co.uk 

2) What do we require from firms that are interested in this service?

• Firms wanting to recruit investing Non-Execs should usually have achieved ‘proof of concept' which means a paying customer and actual revenues.
• Firms must also provide us with a clear, detailed business plan including Executive Summary, financial forecasts, up to date trading history and latest set of accounts.

3) Benefits for the company

• Outside objectivity;
• Clearer growth strategy;
• High level expertise on tap, to help the executive team;
• Stronger balance sheet;
• ‘Smart money' investors;
• Additional general management & opeartional experience and skills;
• New network of useful contacts;
• Independent judgement and advice from someone who understands the company but is not enmeshed in its day to day operations;
• Assistance in running the Board and getting the most out of Board meetings;
• Better Corporate Governance;
• Value enhancement: a genuinely independent, high-calibre Non Exec will increase the value of the company to potential investors.

4) Case studies on First Flight successful projects:

Click to read: Pod Food
Click to read: Vykson

our: investing Non Exec Overview

and our Investing Non Exec Success Sheet

Published: 20 June 2014

First Flight has a proven track record of selecting boardroom talent; we work with one of the largest databases of active Non-Executive Directors in the UK, supported by discreet executive search and focused advertising.  This allows us to turn round projects rapidly and our clients enjoy the benefits of a fast and specialised service with competitive fees reflecting our efficiencies.

In light of much recent debate about good Corporate Governance, enlightened companies are asking: what is the right balance in the boardroom?  How should Boards be made up and what mix of skills and expertise will be right in the current environment?  

Now is the time for leaders to be shaping their Board to maximise opportunities for growth and rapid recovery - First Flight understands these issues.

First Flight makes sure that all the candidates they introduce to a client, be they Non-Executive Directors or Chairmen, have all the right skills to integrate within your Board environment.

We ensure that all Non-Executive Director or Chairmen candidates have the skills and abilities you require along with the ability to fit within the culture of your organisation.

We aim to submit a shortlist of potential Non-Executive Director or Chairmen candidates within 3 weeks of engagement or faster if required.

We can also assist our clients with contract negotiation, arrangement of Directors & Officers insurance and many other aspects of the Non-Exec joining process.

Non-Exec Success Stories

Published: 20 June 2014

In addition to providing clients with the best Chair and Non-Executive Directors who have the time available to be truly effective, First Flight provides the following: 

1. Board Skills Composition Analysis

We work with you to ascertain what skills your Board requires to achieve your objectives, what skills you currently have around the Boardroom table and where the gaps are. We cover functional and technical expertise, industry/market knowledge, key event experience, hard and soft skills, formal and informal roles within the Board and how the Board contributes to diversity goals.

2. Succession Planning

We work with you to produce a succession plan for your Non Executive Directors. We examine the specific skills they have, their input, how many other roles they have, their tenure and re-election dates, and what sort of Non Exec Directors your Board will benefit from and who we can provide you with in your future Board Recruitment.

3. Board and Remuneration Advice

We can provide expert analysis of the composition, structure and commitment of your Board and its alignment to your strategic goals. We also offer Remuneration advice, as part of this service we recommend what you should pay your Non-Execs.

Published: 20 June 2014

• Chairman and Non Exec Guidelines produced by First Flight and supported by ShareSoc who follow quoted companies & support individual UK shareholders in the stock market  - www.sharesoc.org
• Tax treament of Non Execs - a change in HMRC's approach to the use of service companies by Non Execs - November 2013.
• Non-Exec Pension Auto Enrolment
• What makes a good Board pack - an article by Board Intelligence; the size of a company's Board Pack is a crucial element in enabling Non Execs to contribute effectively and the Board packs of many companies are much too big. Research shows that 1 in 5 Non Execs are out of their depth often due to poor or overly large Board packs - companies should work harder to produce smaller and more focused Board packs.
• Article written by First Flight MD Chris Spencer-Phillips on: "The Role of the Chairman"  - we invite comments.
• Board Evaluations - a paper by Chris Spencer-Phillips 
• Non-Executive Director Survey produced by First Flight and Regent's University London.
• AIM Guide article written by First Flight Managing Director Chris Spencer-Phillips - click here
• The Association of Investment Companies (AIC) Code of Corporate Governance - click here
• ‘Association of Financial Mutuals' updated version of the UK Corporate Governance Code for Mutual Insurers November 2014. First Flight is an Associated Member of the Association of Financial  Mutuals. ‘
• UK Corporate Governance Code updated September 2014 
• The Higgs Report produced by Sir Derek Higgs in 2003 was the precursor of the Combined Code on Corporate Governance now renamed the UK Corporate Governance Code and had particular regard for the role of Non-Executive Directors - to read the Higgs report - click here
• The IoD's Corporate Governance Guidance and Principles for Unlisted Companies in the UK - click here
• Non Exec Independence White Paper - click here
• Women on Boards - House of Lords report - click here
• Playing Board Games to Win by Lucy Marcus - click here
• Future Proofing the Boardroom - Grounding & Stargazing by Lucy Marcus - click here
• Aesop's year in the Boardroom by Lucy Marcus - click here
• Grant Thornton Corporate Governance Review - click here
• Warren Buffet Words of Wisdom on Non-Execs
• Why have a Non-Executive Director? - article by Jeremy Thorn
• Choosing a Non-Executive Director - article by Jeremy Thorn
• Read the Financial Reporting Council (FRC)'s Guidance on Board Effectiveness
• The FRC issued a report into the adequacy of the explanations provided as part of the UK ‘comply or explain' regime for Quoted Companies under their UK Corporate Governance Code. 

Published: 20 June 2014

Board Excellence

Board Excellence is a board consultancy practice, operating across all sectors & scale in the UK and Ireland, specialising in Board Reviews/Board Evaluations which most companies (all AIM Companies) are now encouarged to do either internally or externally.

First Flight partners with Kieran at Board Excellence.

Boards and individual Directors can excel in effectiveness, performance and Corporate Governance and Board Excellence supports Boards in Listed companies, state and non-profit organisations across all sectors & scale in Ireland and the UK.

Board Excellence’s core approach is based on enabling the Board to excel as a high-performance team utilising a strong foundation of a genuine partnership between Non-Executive Directors and Executive Directors, balancing strong oversight and adding strategic value, to deliver outstanding value to shareholders & stakeholders.

Read More

 

Marianne Macdonald / Non-Executive Directorships Consulting

Marianne offers a bespoke service for individuals who wish to pursue a Non-Executive Director career. Based on her background as a Non-Exec Headhunter at The Zygos Partnership, then one of the leading UK Non-Exec recruiters. Marianne works closely with senior business people in a range of ways aimed at optimising their chance of getting a NED role and speeding up the process.

Read More

Association of Financial Mutuals

We are the only Search agency that has been awarded Associate Member status by the AFM becuase of our understanding of the NED role in financial organisations.

Read More

ShareSoc

ShareSoc represents and supports individual investors who invest in the UK stock markets

Read More

Board Intelligence

Board Intelligence specialises in developing board information, to stimulate the right conversation in the boardroom and enable informed decision making.

Read More

Gregg Latchams

Paul Hardman at Gregg Latchams is a corporate and commercial lawyer and specialises in advising Directors including Non Execs on Governance and Director duties, appointment terms and service agreements, and pension issues.

Read More

CIMA

CIMA is the world's largest and leading professional body of management accountants. Our mission is to help people and businesses to succeed in the public and private sectors.

Read More

BP&E Global

Delivering a complete range of services to help Boards meet their full potential. BP&E Global services:

Good Governance - the foundation of great Boards, make sure you have the right structures and procedures to   support your Board.

Board Reviews - a bespoke approach to analysing how best to help your Board to perform to its potential.

Read More

MindLeap / Caroline Evans

Caroline Evans, as the founder of MindLeap, undertakes collaborative projects promoting and facilitating the growth and development of the corporate governance agenda. Caroline connects with anyone who wants to up their game in the Boardroom from individuals who are exploring non-exec directorship careers to external advisors, shareholders and any other stakeholders.

Read More

Published: 20 June 2014

Are my details secure if I register with First Flight?

• We do not share your details with anyone. At no time and on no account will First Flight allow anyone else access to our database or to your details. You will be asked for a password so no-one else can access your information. First Flight cannot see your password.
• We will never send your details to a client or a 3rd party without your authority.
• At any time you can ask to have your details removed or update your details.

Our Terms and Conditions

What is a Non-Executive Director?

• Non-Executive Director, Non Exec, NED - there are several terms often used, but they are all one and the same.
• A Non-Executive Director is a part time or Non Executive role as opposed to the normal Executive roles within a company - such as Managing Director or Sales Director, which are generally full time executive roles.
• Part time or Non-Executive does not reduce the importance or downplay how crucial a Non-Executive Director can and should be to a company and its Board.
• All Directors are equal and Company Law does not differentiate between Executive and Non Executive Director functions.    
• Non-Executive Directors do not ordinarily get involved in day-to-day management and there will be no reporting lines within a company to a Non Exec.

Why do companies want Non-Executive Directors?

• The UK Corporate Governance Code has as one of its main stipulations the recruitment of at least two Non-Executive Directors for every board.  All FTSE and most AIM companies will have at least two Non Execs.
• Companies at all stages - start-up, early stage, mature and quoted companies derive considerable benefit from having Non-Executive Directors on their Board to provide diversity, experience and skills that the Board does not otherwise have.
• Although Chair and Non-Executive Directors have not been widely used by owner managed business, family businesses and Small Medium Enterprises (SMEs) a Non-Executive Director has a key part to play in the success of the organisation, providing a resource that such companies may not otherwise be able to afford.
• A Non-Executive Director is an inexpensive resource compared to Executives, Consultants and Professional advisors.
• More often than not early stage companies struggle to gain funding due to the lack of credibility on their Board and in their management team; First Flight addresses this shortcoming making it easier to gain funding on the basis that investors back successful Directors.
• First Flight very much operate on the credo that successful companies are 85% good management and 15% good idea and that the appointment of one or two Non Execs add considerably to good management.

What is the time commitment for a Non-Executive Director?

• The average time commitment for a Chairman has increased since the Walker report to 3-4 days per week for FTSE 100 companies due to the growing complexity of the role plus the number of sub-committees such as Audit, Nomination, Remuneration, Risk and Strategy committees. The role of the Chairman of large companies is significantly different to that of a smaller company, where the main focus is on running the Board meetings.
• The average time commitment for a Non-Exec is 24-30 days p.a., again increasing for larger companies.
• Board meetings, including preparation, tend to take up about 40% of the time, with strategy and planning meetings taking 10% and sub-committees 20%.
• The average time commitment for a Non-Executive Director in a Small and Medium Sized Enterprise (SME) is between 2-4 days per month maybe more with young companies.

How many roles should a NED take on?

• In our view, too many Non Execs in the UK have too many roles to be truly effective.
• The average number of roles for UK Non Execs is 5.5 but 10% of Non Execs have between 10-15 roles, and some have 20 and more.
• Significantly KPMG research finds that Non Execs who serve on 3+ boards show a noticeable fall off in their contribution to their '3rd board'.
• First Flight does not put forward Non Execs who have more than 4 roles; however we meet clients who are attracted to Non Execs who have multiple roles on the basis that they "must be good" but we try and explain that such Non Execs are unlikely to have the time to truly add value to their Board.

What is Directors' & Officers (D&O) insurance?

• First Flight research indicates that only 50% of companies have D&O insurance - which is worrying in view of the increasing risks that Directors face.
• First Flight strongly recommend that all Directors - Executive and Non-Executive should review these risks and that companies should accept responsibility for the provision of adequate cover.
• D&O insurance will offer some peace of mind to the Non-Executive Director if the company gets into trouble.
• First Flight has a partnership arrangement with Quantum Underwriting Solutions who will provide a competitive, comprehensive and professional service. More information is available in our First Flight D & O Insurance Guide.

Published: 20 June 2014

Being a Director, whether Executive or Non-Executive, carries with it duties and responsibilities under the Companies Act and other legislation. The risks of prosecution and legal claims against Directors have never been higher.

Larger companies provide Directors and Officers Protection Insurance (D & O) as a standard practise. It is however of concern that only half of smaller companies provide Directors with insurance cover. A high % of Directors of smaller companies have to provide their D & O insurance themselves. This means that many Directors including Non Execs have no insurance cover and the level of cover for many of these with D & O cover is insufficient.

First Flight strongly recommends to all companies and all Directors that they check that they have D & O cover and ensure that is is adequate. They should ask their company to provide this cover.

First Flight has teamed up with Quantum Underwriting Solutions Plc to offer competitive and professional D & O Insurance and you can read or download here: D & O Insurance Guide

If you have any questions please call us on: 01797 27920 or email: This email address is being protected from spambots. You need JavaScript enabled to view it.

Published: 20 June 2014

First Flight has successfully completed 200+ Chair and Non-Executive Director projects to date across all sectors - you can read about some of them:   

Weatherbys Bank is a private bank offering a full Banking service through their Racing Bank, Premier and Private Bank including current   accounts,deposits and lending.

Click to read case study

    Origin Housing is a charitable business that has been providing subsidised     housing since 1928.

    click to read case study

 Hardide PLC is an AIM Listed company specialising in advanced surface  coating technologies - a Non-Exec placed;

 click to read case study

Dream Arts is a youth arts charity which works with young people who are at risk and face many difficulties growing up in the inner city.

click to read case Study

ETL, a fast growing company designing & manufacturing radio frequency (RF), satellite communications equipment (ground segment) for the global commercial and  defence markets - a Non Exec placed; 
click to read case study

Reliance Mutual. Life Insurance & Pensions provider - two Non Execs provided;
click to read case study

HSSMI, High Speed Sustainable Manufacturing Institute - Chairman placed;
click to read case study

Intelligent Mobile, leading mobile marketing solutions - a Non-Executive Director placed;
click to read the case study

Simplyhealth, £300m healthcare organisation - 3 Non-Executive Directors placed;
click to read our case study

Pod Food healthy food retailer - Chairman and 3 Non-Executive Directors placed;
click to read our case study

Chubb Insurance Co - 2 Non-Executive Directors provided;
click to read our case study

Published: 20 June 2014

Read more ...

Published: 03 April 2014

Canonical URL: https://firstflightnonexec.com

First Flight Non-Executive Directors  has built an unsurpassed reputation over 15 years for solely working with the Search and Selection of Chairs and Non-Execs.  We are the UK’s only specialist Non-Executive search firm and every search we manage is carefully tailored with a focus on independence, diversity, quality and effectiveness.  

Our clients include: FTSE, AIM, Investment Trusts, growth companies, PE Backed, family businesses, not-for-profits and charities.

We know that the appointment of the right Non-Exec is crucial to the effectiveness of your Board and selecting the right Non-Execs has never been more vital to the success of your business. What sets us apart from other search firms is our understanding of Board dynamics and having the broadest reach of any search firm to identify the right Chairs and Non-Execs.

Boards require diverse talent to deliver continuous growth and maximise Board effectiveness and First Flight has a high success rate providing diverse candidates – skills, gender, age and ethnicity.  

First Flight Services:

• Chair, Non-Executive Director, Trustee and Advisory Board Search
• Chair and Non-Executive Director Remuneration Advice
• Advice on Board Make-up including Non-Exec Skills Audit
• Board Succession Planning 

 We are a member of the London Stock Exchange issuer marketplace as an approved provider of Non Execs to FTSE Small Cap and AIM Companies – we are the only Search firm that the LSE partners with and we have many AIM Clients.

First Flight …..whether you need one, are one, or want to be one