small change: your NEDs, or you

small change
Ciarán Fenton
How small changes in your behaviour have a big impact on how you work, lead or follow
That’s the working title of a book I’m writing, initially as a series of short blogs.

Blog 2 small change: your career is a unique business

Blog 3 small change: your soft balance sheet

Blog 4 small change: your D Liability

Blog 5 small change: your timeline

Blog 6 small change: your formative years

Blog 7 small change: your A asset

Blog 8 small change: your career equity

Blog 9 small change: your curriculum vitae

Blog 10 small change: your emotional intelligence

Blog 11 small change: your reputation

Blog 12 small change: you, three years from now

Blog 13 small change: your purpose, strategy & behaviour (PSB)

Blog 14 small change: your soft p&l

Blog 15 small change: your 7 career options

Blog 16 small change: your relationship grid

Blog 17 small change: you are not a human capital asset

Blog 18 small change: your 7-step job search plan

Blog 19 small change: your 3-step interview plan (1)

Blog 20 small change: your 3-step interview plan (2)

Blog 21 small change: your 3-step interview plan (3)

Blog 22 small change: your job search funnel

Blog 23 small change: your reactive job search

Blog 24 small change: your proactive job search

Blog 25 small change: your first 100 days

Blog 26 small change: your operating board

Blog 27 small change: your main board

Blog 28 small change: your CEO, or you

Blog 29 small change: your CFO, or you

Blog 30 small change: your non-executive chair, or you

Blog 31 small change: your NEDs, or you

small change

Seven principles

Principle 4

A shared Organisation PSB

  • shared purpose,
  • strategy
  • and behaviour in your organisation
  • is key to its success


Blog 31  small change: your NEDs, or you

your NEDs or you

Your NEDs, or you, are the non-executive directors on your main board. “Non-executive” means that they should not be involved in the day-to-day running of the business which is carried out by your operating board. I say “should not” because some NEDs attempt to be both CEO and Chair and shouldn’t.

Equally, some NEDs behave as if they have only influence and no power. The law is clear on this point: it draws no distinction between executive and non-executive directors in terms of duties.

You can Google the role and responsibilities of NEDs. You will find that there are courses galore (including my own) on how they should act and behave but it all boils down to one requirement which you will not see in any legislation or guidance:

The executive directors should feel, just a tad, scared of all their NEDs.

Healthy fear is a noble feeling. We feel it when we approach speed cameras, the police, and our boss if they are good leaders.

The new FRC Corporate Governance Code 2018 and accompanying Guidance is as good a guide as any NED needs to understand the fundamentals. The Guidance is particularly helpful in fleshing out key issues.

But the Code doesn’t or can’t address the individual behaviour change needs of each NED who are also unique career businesses with their own career equity.

The most common behaviour change need I encounter with NEDs is to “own” their power, fully.

Had all the NEDs on the boards of the key banks before 2007, and those on the boards of companies hit by major corporate scandals before and after the Crash had used their power, much pain, suffering and economic damage would have been avoided, most of which pain was experienced by those genuinely with no power or voice in those boardrooms.

New NEDs are particularly prone to imposter syndrome, even and sometimes especially those who would have been regarded as “very tough” CEOs or CXOs in their corporate careers.

Their lack of confidence stems more often from an unaccustomed feeling that they don’t or can’t control the board. They are used to wielding power. Now they feel they have none.

They play a zero-sum game: if I can’t run this, then who am nothing.

But there is a mid-point between feeling the need to have total power and none and that is: influencing from a position of power.

In 2016 I covered some of these issues in a pamphlet: The Seven Deadly Sins of Nascent NEDs available here on Amazon.

Your power as a NED is derived from law.

Use it, or lose it and we all lose.

Ciaran Fenton


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