Thought leadership for Board and NED careers
Advantages and disadvantages of being a board advisor rather than a non-executive director?
​VOCASO Team
1 min read
The main difference between a board adviser and a non-executive director (NED) is the level of responsibility and authority they have within a company. A board adviser is typically a consultant or external expert who provides advice and guidance to the board of directors on a specific issue or area of expertise. They do not have any formal decision-making power or responsibility for the company's operations.
Being a board adviser allows you to provide valuable expertise and insights to the board without the time and commitment required of a non-executive director. This can be a good option if you want to contribute to a company's decision-making process without the added responsibility of being a full-time board member.
Additionally, being a board adviser can be a steppingstone to a non-executive director position. By working as a board adviser, you can gain valuable experience and insights into the role and responsibilities of a NED, which can help you prepare for a future position on the board.
However, there are also some disadvantages to being a board adviser. It might mean that you do not have as much influence or impact on the company's decision-making process, as you are not a formal member of the board, your advice and recommendations may not carry as much weight and you may not have access to the same information and resources as a NED. You may not be privy to the same level of information and data that is available to NEDs, which can limit your ability to provide meaningful advice and guidance.
VOCASO Team
Duty of a company director.
by Stephen Conmy and CGI The Corporate Governance Institute - official partner
4 minute read
The duties of a company director include setting the company‘s strategic direction, making major decisions at board meetings, and ensuring the company complies with legal and regulatory requirements. There are different types of directors in organisations, but if you are a company director, you sit on the board of a company. Company directors have legal rights and responsibilities and can be personally liable if things go wrong.
What is a company director?
A company director is an office-holder, which means that they have a legal status and responsibilities.
As a director, they are legally responsible for the company’s business and can be held accountable for its actions. This is why directors should have D&O liability insurance. It protects directors and officers who may be personally sued by someone aggrieved by the company’s actions, whether that person is an employee, vendor, competitor, investor, customer, or another party.
Directors of companies are generally appointed to the board following a formal process, and they are then registered with the companies office.
The minimum number of directors for most companies is two. Directors are responsible for managing the affairs of the company. To become a director, you do not need formal qualifications, but a formal qualification helps.
There are, however, some people who are ineligible to serve as directors of companies, such as auditors, bankrupts and people disqualified by court order. An executive director and a non-executive director are treated the same legally, and their responsibilities are the same. (see below)
A general meeting of shareholders normally appoints directors to the board of a company.
Why do companies have directors?
Directors are responsible for making decisions for their companies. Directors must ensure that a company complies with its legal requirements. All companies must maintain proper books and records. Ideally, they should: 1: Document and explain the company’s transactions. 2: Ensure that the financial position of the company can be accurately determined at any time. 3: Make sure the balance sheet and the profit and loss accounts comply with the Companies Act. 4: Ensure that the accounts can be audited efficiently and adequately.
How do directors perform their roles?
The board of directors (The board) is responsible for overseeing the company’s operations. They are responsible for making strategic decisions, ensuring a smooth business operation, and compliance with statutory requirements.
During board meetings, directors collectively exercise their rights and responsibilities. While certain directors or committees may have specific duties, the directors remain legally liable as a whole.
What is an executive director?
As well as holding the statutory position of director, an executive director is also employed by the company, usually in charge of a specific area of business (e.g. finance director or sales director). The executive directors are responsible for the daily operations of the company.
The ultimate responsibility of the company director is to manage the business on behalf of the shareholders.
What is a non-executive director?
A non-executive director does not work directly for the company. They are independent outside voices who advise the board and often have particular expertise such as digital transformation, HR, or ESG.
In addition to attending board meetings and having the same duties and responsibilities as executive directors, non-executive directors oversee a company’s strategy, ethics, and integrity as an independent voice.
The ultimate duty of a company director
A basic definition of a company director could be any who is registered at the company registration office as a director of the company. This would make the company director a member of the board of directors.
The role and duties of the director can be one of the most critical roles in the organisation. Company directors can also be known as statutory directors.
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Since they are instrumental in the business’s success, when choosing a company director, it is vital to ensure that they share the vision for the future direction of the business. The ultimate duty of the company director is to manage the business on behalf of the shareholders.
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Other types of directors
Statutory directors legally make decisions on behalf of the company. If you say that someone was appointed to the board of directors, then this would mean they are a statutory director.
The managing director or CEO is responsible for implementing the board’s strategy. Other types of directors can include nominee directors, shadow directors, and alternate directors.
While others within the company may use the word director in their title, such as ‘director of communications’, it is crucial to understand that unless the board has appointed this person, they are not a statutory director.
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Duties and responsibilities
As the company director, you need to be aware of your fiduciary duties and responsibilities. A director should act in the best interests of the company, and there are various legal obligations.
The legal duties of company directors are outlined under the Companies Act within your jurisdiction. Anyone over 18 can become a company director (in the UK, this is over 16), providing they are not currently declared bankrupt or have been disqualified or restricted from acting as a director.
A company director should be able to read financial reports and understand the state of the company. They should also understand the risks the company might be facing and ensure that legal requirements are met. A director should establish good practices and policies and ensure the company is registered correctly and that all taxes are filed.
Benefits and risks
There are many benefits to being a director, such as having a say in running the company and networking with other company directors.
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However, there are also risks such as fines and even prison sentences if you fail to meet your legal requirements and responsibilities. For example, failing to keep financial records up to date could result in prison or a fine.
A director can be held personally liable for the company’s debts if the company is unlimited.
A company director gets their authority from the company’s articles of association. The director must consider the future consequences of their decisions, the impact on employees, the companies relationship with other stakeholders, and the obligation to maintain excellent standards.
A director should also try to avoid conflicts of interest such as holding numerous directorships, having significant investments in something like a property in which the company’s activities might become involved, and profiting from the inside knowledge gained while being a director of the company. Such conflicts of interest could also apply when considering close family members of the director.
The duties of a company director
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A company director is someone who sits on the board of a company.
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As a director, they are legally responsible for the company’s business and can be held accountable for its actions.
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As a director, you need to be aware of your fiduciary duties and responsibilities. A director should act in the best interests of the company, and there are various legal obligations.
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The ultimate responsibility of the director is to manage the business on behalf of the shareholders.
To develop the practical knowledge, insight and global mindset to be a great company director and board member, you can take the Diploma in Corporate Governance that we are offering to our members at preferential rates and as an official partner. Learn more here.
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Article credit and content go to The Corporate Governance Institute
Board Room Skills - do you have what it takes?
by Stephen Conmy from the Corporate Governance Institute
4 minute read
The boardroom has become a much more challenging place, and directors need to be skilled, capable and intelligent. The good news is that boards now require a different type of skillset than they did even three years ago, so there are plenty of interesting opportunities for people with in-demand boardroom skills.
As the business landscape has become much more complex, non-executive and company directors are expected to do more, as board members, than ever before.
The challenges facing today’s boards are many and include:
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Political and economic uncertainty
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Market volatility and recession
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Regulatory changes
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Environmental, social, and governance (ESG) issues
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Rapid changes in technology
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Increased transparency
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Cybersecurity
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Investor activism, and
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Media scrutiny
Today, board members and non-executive directors have to be more skilled and more engaged and this means more opportunities for the right people.
Boards are refreshed quite frequently
Boards are refreshed to reflect the current and future requirements of organisations. Even if you are a sitting board member it is a good idea to update your governance training and prepare for future director roles on a board.
How long a person sits on a board varies by country but it is usually three terms of three years – nine years in total. In general, most directors serve more than one term as long as they contribute effectively.
When a board ‘refreshes’ itself, it will usually do so to fill a knowledge and skills gap. For example, with the current focus on environmental, social and governance (ESG), boards now actively seek people with ESG credentials and experience. The same applies to cybersecurity.
Risk management expertise continues to remain in high demand in boardrooms around the world as do expertise in human resources, digital transformation, finance, sales, mergers and acquisitions, startups and marketing.
How to become a director of a company
Becoming a board member, or company director, requires a similar approach to job hunting. You must prepare. Company director training or board member training is essential. Afterall, you don’t want to walk into a boardroom and not have a clue how boards operate and the roles of the various members and committees.
Director training is just one of the first steps to securing your first role on a board. It’s always good to research the sectors and companies that you find attractive. It is not a good idea to accept a role on a board in a sector that doesn’t interest you. Board members must bring more than just hard skills to their seat on a board. Soft skills are now in high demand by progressive boards and companies.
Directors must bring imagination and curiosity to the boardroom. Most of their attention should be on long-term, sustainable business models and innovative approaches to organisational culture as well as examining future risks.
CEOs and chairs are also keenly aware of diversity as a factor rather than a skill when looking at their future board. Is their board diverse? Does it represent their community, their customers and stakeholders? When it comes to board composition, diversity means a broader perspective that can help predict challenges, manage risks, and optimise opportunities.
Diversity also means new skills are needed, new generations should be represented, boards should be gender and ethnically diverse, and future thinkers should be welcomed.
Some of the most in-demand boardroom skills are:
Digital skills
Being digital and social media savvy is not enough; the future director will need to understand how to use technology. The future of business will rely on artificial intelligence, machine learning, and data analytics. Also, cybersecurity has grown into a top-of-the-agenda risk item. If you have cybersecurity skills you would make an attractive board member.
ESG skills
Many investors use environmental, social and governance factors to evaluate a company’s sustainability and ethical impact. Directors should embrace these factors and consider how they may impact a business. People with ESG skills, training and credentials are in high demand.
Positive future thinking skills
Directors and boards should be opportunity, rather than risk, focused. Directors should spend less time looking back on old data and more time on strategic planning for future success. What does the pipeline look like rather than what were the last quarter’s results? Also, what are the future risks to the organisation? Are they cultural? Are they technological? Are they related to talent?
Listening skills and emotional intelligence
Being a good listener is an essential behavioural skill for directors, while emotional intelligence is also in demand. No one wants a know-it-all loudmouth around the boardroom table. Being creative and possessing an innate curiosity are also critical skills for future directors.
Strong governance skills
Corporate governance is not something that most people are naturally adept at, and it requires governance training.
Without a comprehensive understanding of corporate governance, a board must spend a lot of time and energy re-directing directors away from operational issues and back to the strategic focus. This damages quality board discussions and decisions.
When a board is bogged down in operational details, it becomes ineffective and causes frustration for everyone.
The future company director needs a good mix of hard and soft skills (devoid of ego) to succeed in the boardroom. They should be resourceful, flexible, and have a strong sense of strategic direction to lead the people and the organisation in a meaningful way.
Further reading
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How to become a paid board member
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How much do board members get paid?
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How to set up a board of directors
To access training and a qualification in corporate governance you can download the brochure for the Diploma in Corporate Governance.
Credit and thank you for content and article go to the Corporate Governance Institute and Stephen Conmy.
Destroy imposter syndrome and recognise your achievements.
by VOCASO - BY DAVID GOLDSTONE - CEO & FOUNDER, VOCASO
2 minute read
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Take stock of your accomplishments as an executive. Reflect on the skills, knowledge, and experiences that have contributed to your success. Remind yourself of the value you bring to the table. Seek support: Reach out to mentors, colleagues, or friends who can provide guidance and reassurance. Discuss your concerns and feelings of imposter syndrome with them. Their perspective can help you gain insight and alleviate self-doubt. How to overcome imposter syndrome when transitioning from an executive to non-executive.
Making the transition from an executive to a non-executive role is a daunting task. Its understandable that such a significant change may trigger what we know as “Imposter syndrome” which Wikipedia describes as “a psychological occurrence in which people doubt their skills, talents, or accomplishments and have a fear of being exposed as a fraud”. If we are honest with ourselves, we all have felt like this at some point in time. Often when we step out of our comfort zone and venture into a new role or activity. Its therefore completely understandable that these feelings are often felt by executives stepping up into the “hands off” world of the NED. In this article we explore some coping strategies that could help. Overcoming imposter syndrome requires self-awareness, perspective, and proactive steps to build confidence.
Accept the learning curve: Understand that transitioning to a non-executive role involves adjusting to new responsibilities and expectations. Recognise that it's natural to feel out of your comfort zone initially. Give yourself permission to learn and grow in your new role.
Embrace the learning mindset: Approach your new role with a mindset of continuous learning. Focus on expanding your skills, acquiring new knowledge, and adapting to the non-executive position. Emphasise growth and improvement rather than perfection. Set realistic expectations: Understand that you may not have all the answers immediately, and that's OK. Set realistic expectations for yourself, acknowledging that you are in a transitional phase. Break down your goals into smaller, achievable steps. Celebrate small victories: Acknowledge and celebrate your accomplishments along the way, even if they seem minor. Recognize that progress takes time, and each small step forward is a sign of growth and development.
Challenge negative self-talk: Be aware of your self-talk and challenge negative thoughts that contribute to imposter syndrome. Replace self-critical statements with positive affirmations. Remind yourself of your capabilities and past achievements. Seek feedback and learn from others: Actively seek feedback from colleagues and stakeholders. Engage in conversations to learn from their experiences and perspectives.
Embrace constructive criticism as an opportunity for growth and improvement. Focus on your strengths: Identify your strengths and leverage them in your new role. Understand how your unique skill set can contribute to the organisation's success. Building on your strengths can boost your confidence and counteract imposter syndrome. Practice self-care: Take care of your physical and mental well-being. Engage in activities that help reduce stress and promote a positive mindset, such as exercise, mindfulness, hobbies, and spending time with loved ones. Taking care of yourself is essential for maintaining confidence and resilience. "Remember, overcoming imposter syndrome is an ongoing process. Be patient with yourself and celebrate your progress along the way. Transitioning to a non-executive role can offer new opportunities for growth and fulfilment, and with time and experience, your confidence will continue to strengthen. Most of the time you will be the smartest person in the room – share your wisdom and grow!"
David Goldstone, CEO VOCASO vocaso.com
The role of the board. Building Strong Governance. Sustainable growth for Board Members.
by VOCASO
6 minute read
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How great governance helps you get there without missing the mark.
As companies grow, the importance of good governance becomes undeniable. This article explores why having a solid board in place early on is a game-changer and shares some practical tips on how board members can really make a difference.
When you’re building a business, especially a growing one, it’s easy to overlook governance. But here’s the thing: good governance isn’t just a checkbox for when you reach a certain size - it’s what will help your business thrive. A great board is more than a group of people in a room. It’s about the right structure, the right support, and the right people around the table who are as committed to your long-term vision as you are.
The Board's role: Big picture, not the small stuff
Let’s be real - there’s a big difference between running a company and overseeing one. When you're building something from scratch, you wear a million hats. But when it’s time to bring in a board, their job isn’t to be another cog in the wheel. Their job is to focus on the strategy, to provide an outside perspective that challenges and refines the direction you’re heading.
"I remember the first time I saw a real, functioning board in action - it was a huge eye-opener. They weren’t bogged down by day-to-day operations. They didn’t have to manage the team or deal with payroll. Their focus was always on what comes next. The board’s role is to look at the bigger picture, offer guidance, and hold the leadership team accountable for long-term success." Tim Holmes, Sirdar.
That said, it can be easy for founders and CEOs to feel the need to control everything. But when you're still playing every role - managing, selling, executing - you need the board to help step back and focus on growth. It’s not about micromanaging; it’s about providing the right strategic framework for the business to scale.
From advisor to director: Preparing for the next phase
One of the biggest hurdles in any growing business is the shift from being a solo decision-maker to sharing that responsibility with others. In the early days, you probably relied on advisors. Maybe they gave you some advice here and there, but you were still calling the shots.
When it’s time to formalise your governance and bring in non-executive directors (NEDs), that’s where the groundwork becomes essential. "I’ve seen it happen time and time again where businesses were caught off guard when investors demanded a board. If you don’t have the right processes in place, it can feel like an overwhelming change" Tim Holmes, Sirdar.
Building the right structures doesn’t have to be intimidating, though. Start small. Formalise your meetings - make sure you’re taking minutes, building agendas, and having meaningful discussions. Over time, when you bring in NEDs, they’ll slot in seamlessly because you’ve already put in the work to establish a strong foundation. It’s about getting yourself ready for that step before you’re forced to do it.
What makes a good board member? It’s about more than just the numbers.
When it comes to board members, a lot of people think it’s all about the hard skills - financials, governance, corporate strategy. And sure, those are important. But there’s more to being a great director than understanding how to read a balance sheet. You need to be able to empathise with the CEO, understand the entrepreneurial grind, and bring a holistic perspective to the table.
I’ve been in situations where the board was made up of people with impressive resumes, but they just didn’t “get” what the founder was going through. They didn’t understand the struggle of trying to pay salaries while figuring out your next move. The ability to understand the entrepreneur’s mindset, to be empathetic, and to be a good listener - that’s what can make or break a director in a smaller business. It’s not all about the big corporate picture; sometimes, it’s about rolling up your sleeves and getting into the weeds with the founder to understand the real issues.
And let’s not forget about EQ (Emotional Intelligence). It’s crucial. You’ve got to be able to manage your own emotions, but also be in tune with the emotions of others. High EQ allows board members to navigate tricky situations, build trust, and communicate effectively - skills that are just as important as financial acumen.
Red flags: What to watch for when considering a board role.
It’s not always easy to know whether a board role is the right fit. One of the most important things to ask is how decisions are made. Ask about past decisions - like how they launched a new product or entered a new market. Was it a smooth process? Or did it feel like the decision was made in a vacuum?
If the company has a habit of making decisions without input from others, or if it’s all driven by one person, that’s a major red flag. You want to be part of a team where your opinions are valued and where collaboration is at the heart of decision-making.
Another red flag? Operational involvement. If a company expects you to be involved in day-to-day operations, it’s a sign that they may not fully understand the role of the board. If you’re coming on as an advisor or NED, you should be offering strategic guidance, not managing the day-to-day grind.
Trust is another big one. A successful board relies on it. If you get the sense that there’s no trust between the leadership team and the board, or if there’s a lot of secrecy around decision-making, that’s a bad sign. Effective boards don’t operate in silos; they collaborate and support each other, and they share a common vision.
The dangers of high-profile directors: Beware the reputation play.
One of the risks that often comes with growing companies is the temptation to bring in high-profile directors just for the sake of adding credibility. "I’ve seen this happen - companies try to get well-known people on the board to “legitimise” the business. But these directors don’t always have the right expertise, and their names often don’t carry the weight they’re assumed to" Tim Holmes, Sirdar.
Before you accept a board position, do your due diligence. Is this a company with integrity? Do their actions align with their values? What’s their track record? Your reputation as a director is everything, and once it’s compromised, it’s hard to rebuild.
Wrapping it up: The importance of strong governance for growth.
Building a company is hard work. But building a strong governance structure doesn’t have to be. By putting in place a clear, well-organised board early on, you ensure the business is positioned for sustainable growth. It’s about having the right people around you - people who are committed to long-term success, not just short-term wins.
Suggested next step?
If you’re thinking about joining a board, take the time to get to know the company’s culture, decision-making process, and the expectations they have for their board members. Clear expectations from the start will make all the difference when it comes time to guide the company toward its next phase.
David Goldstone, CEO VOCASO vocaso.com