Make the Most of Them

19 November 2010 Steven Webb

With governance issues eating up increasing amounts of boards' time, getting to grips with strategy can be a problem. Steven Webb, company secretary and general counsel of electronic component distributor Premier Farnell, talks to Ian Duncan about getting non-executive directors engaged and how technology can get meetings moving.

How have you seen board meetings change over the past few years?

A lot of the changes I've seen are to do with an increased focus on governance-type issues. There seemed to be a period when I was doing some sort of presentation at every meeting on changes that the board needed to be aware of. That has definitely resulted in board meetings being longer with more papers and more detail.

A non-executive director who's not in the business day-to-day is increasingly challenged to stay on top of all that stuff.

What have you done to avoid that?

It's about taking control. For two or three years we have been using a rolling 12-month board agenda that is updated at every meeting. We're constantly looking ahead at what's on the schedule of items for the board and the main subcommittees. It keeps us disciplined. And having it at the front of people's minds and easily visible helps in terms of seeing where the board is spending its time and planning ahead.

We can consider where we need to take a closer look at strategy or revisit issues faced by a particular business unit, as well as keeping track of the governance and compliance things we are obliged to do.

To what extent has technology helped impose order on meetings?

For the last couple of years we've been using software called Boardbooks to manage our board packs. We're able to upload papers as and when they're ready and send alerts to individual directors to say that they're available for review. A non-exec who has got an hour to spare can review a couple of papers when they're ready rather than waiting for the entire pack to arrive and having to go through the whole lot. That is advantageous to board members because it allows them to perform quality reviews of what is sent over.

Another way it enhances the process is that all the historic papers and minutes are available on the system, enabling board members to refresh their memory about things that have gone before. There's also a resource section where we're able to put strategy presentations, market and competitor analysis and externally published analyst reports. It means there is a great repository for other information that board members might want or need to refer to.

What else have you done to get the most out of non-executive directors?

Each non-exec has an agreed annual schedule of business unit visits. They get the local management team to host them and show them what's going on. The director can ask whatever questions they want and meet whoever they want. We then get rich feedback at each board meeting.

They'll tell us what their thoughts are and identify areas where they see some issues and things to think about in the future.

We also have a board member mentoring programme. Each nonexecutive director mentors three senior executives in the business, spending one-to-one time with them on a regular basis. It's a great developmental opportunity for the executive as they're interacting directly with one of the board members who they wouldn't ordinarily meet. Equally the board members themselves are getting great insight into the next tier of management.

We're always looking to enhance what we do and these kinds of initiatives add an extra dimension to the role of non-executive directors.