A board that meets is not the same thing as a board that governs
Most governance was designed for a business a third of the current size, and it was never redesigned, because nothing failed loudly enough to force it. The controls, the reporting and the risk register describe a company that no longer exists. Everyone in the room knows, and it is nobody's job to say so.
Governance fails quietly, and then all at once
An operating model announces its problems. Things take too long, decisions get stuck, the same issue recurs. Governance does not. A board can run for years on papers nobody challenges, a risk register nobody has reread, and a set of controls written when the business was smaller, and none of that shows up in a number until something goes wrong badly enough to make the papers.
The reason is structural rather than a failure of diligence. The people best placed to notice are the people whose work is being governed. An executive team is not badly intentioned when it fails to challenge its own reporting; it is simply the wrong vantage point. And every incentive in the room favours the version of events that requires nothing to change.
What is missing is not effort, information or goodwill. It is distance. Somebody in the room who does not need the next round, the next promotion or the quiet life, and who is therefore free to ask the question everybody else has already thought of.
Four kinds of work, all of them from outside the business
This is the one practice here that does not join your executive team. Every seat in it is deliberately positioned outside the business looking in, because the value is the distance rather than the involvement.
Independent challenge, in the room
Somebody on the board who can afford to be unpopular, and who is still useful in the room afterwards. The job is to ask what everyone is already thinking, which is only possible for a person with nothing riding on the answer.
Governance sized to the business you are now
Whether the controls, the reporting and the risk register describe the company as it currently operates or as it was three years ago, and whether the board sees what it actually needs to see rather than what is easy to produce.
The shareholder conversation
What the market is told, when, and in what language. For listed businesses the gap between doing well and being valued as though you are is usually a communications gap rather than an operational one, and it compounds while nobody owns it.
Board composition and succession
Whether the board has the range the next stage needs, where an investor director now needs balancing, and what happens when the founder is no longer the person best placed to chair the conversation about the founder.
Sometimes the board is not the problem
A board can only govern what it is shown. Where the real issue is that the executive team cannot produce a reliable number, or that the operating model is incoherent enough to make any reporting misleading, appointing a non-executive director puts a better question into a room that still cannot answer it. That is a slower and more expensive way of finding out what a fortnight of operating-model work would have told you.
Where we find that, we will say so, and point at the work that would actually help, which is frequently work in another practice and occasionally no work at all. A governance practice that concludes every business needs another director is selling seats rather than judgement.
What the board can actually see
Engagements here usually open on the gap between what the board is shown and what it would need in order to govern. That is a shorter piece of work than it sounds, and the finding is often uncomfortable rather than complicated.
That means three things. What arrives in the board pack, and which of it is assurance rather than information. Which risks on the register would actually stop the business, as against which ones were easiest to write down. And where the reporting the board relies on is produced by the people it is meant to hold to account, which is normal and worth naming rather than treating as a scandal.
For listed businesses there is a fourth: whether the market understands what it is being told. A technically excellent announcement that the market cannot price is not a disclosure success.
Two ways in, both from outside
Non-Executive Director
A seat on the board. Oversight, challenge and governance, from somebody who does not do the job and is therefore free to question how it is being done.
See the roleInvestor Relations
The seat between the board and the market. What gets said to shareholders, in what language, and whether the people holding the stock understand the business they own.
See the roleStart with what the board is not being told
A board that has outgrown the governance it was built with, an investor director who now needs balancing, or a market that is not valuing what you have actually built. A direct conversation about what the seat would be for.