Board IncliNED: Careers of Non-Executive Directors - Part Four

Our fourth and final feature in this multi-part series on the careers, insights and suggestions of independent Non-Executive Directors (NEDs). Once again, as some markets emphasise when a director is independent but others don’t, our shorthand NED includes independent NEDs (iNEDs). Like Part One, Part Two and Part Three in this series, this instalment covers a range of financial services industries, while also showcasing an experienced NED who serves on boards in other industries too. In addition, this article includes someone who acts primarily as an executive, while performing a non-executive role for an unrelated organisation too, illustrating how different the roles are. 

​Read more below for the career experiences and suggestions of Marjorie Ngwenya, Nicolaas Kruger, and Kirshni Totaram, the next three NEDs profiled.

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Marjorie Ngwenya
Life Insurance and Enterprise Risk Management

Marjorie Ngwenya is well known in the international actuarial community, having been president of the Institute and Faculty of Actuaries 2017/2018. A seasoned presenter, she regularly speaks to audiences around the world on topics from professional development to diversity and inclusion. Marjorie has actively developed a portfolio career over time, and is now a NED for financial services and not-for-profit organisations as well as a leadership coach and author.

Her corporate career covered diverse geographies and cultures, and she has lived in the United Kingdom, the Netherlands, Canada, Zimbabwe and South Africa. She spent much of her career as a consultant, initially advising pension schemes and later insurance companies, including working for reinsurers. After qualification, she explored roles in enterprise risk management, and in her last UK role led a team providing risk management, assurance and consulting services to the life and health insurance industry. In 2013, she took a year to complete a Masters in Leadership and Strategy at London Business School, and then moved to South Africa to become Chief Risk Officer for Old Mutual Africa. After that executive role, she joined Liberty’s Group Exco, with responsibility for strategy.

Like her international executive career, Marjorie’s NED positions cover a variety of countries, including for life insurers Tangerine Life in Nigeria, and Rand Mutual Assurance and FMI in South Africa. She was previously a NED for African Bank too. Her committee roles cover chairing Enterprise Risk Management and Actuarial committees. She finds her professional training very relevant, highlighting that strategy and relationship management skills are helpful too, as is the mindset that her consulting experience taught her. Marjorie is also a board member or trustee for non-profit organisations in the United Kingdom and South Africa. 

In 2019, she completed a Certificate in Company Direction with the Institute of Directors, covering governance, finance, strategy and leadership. Marjorie is attracted to NED roles for their flexibility and the opportunity to offer her professional skills in a strategic way. She uses a combination of her extensive network, personal referrals and headhunters to find her NED roles. 

The expectations of her as a NED are that she understand the business and external context, keep up-to-date with industry developments, build relationships with the executives of the organisation, and offer strategic input. Similar to other participants in this article series, she notes that there is a lot of reading to do. It is important that the non-executives and executives share common goals, she says, even though personal styles can differ. It is also crucial that there is a culture fit between the board member and the organisation.

Marjorie’s tips for us:

• Consider the skills you are able to offer an organisation
• Reflect on what motivates you to be a NED and acquire a full appreciation of what it involves
• Networking is critical, including with the specific headhunters which place NEDs in the companies you are most interested in

Nicolaas Kruger
Insurance/Financial Services, Reinsurance, Food & Beverage, and Agriculture

Nicolaas Kruger is another example in this series of an experienced NED and Chair, and his roles cover a range of sectors within financial services and beyond in South Africa. For more than a decade he has been serving on boards and governance forums, at first in his executive capacity as CEO of Momentum and then Momentum Metropolitan Holdings (after the merger between Momentum and Metropolitan in 2010). Following its acquisition of the specialist insurer Guardrisk in 2014, he acted as its chairman for five years. He currently serves as a director and trustee in various industries, including insurance/financial services (independent NED of Sanlam Group), reinsurance (NED of Gen Re South Africa), food and beverage (NED of Granor Passi), agriculture (Lead Independent Director of GWK and Chair of Brenn-O-Kem), fintech (Chair of a start-up investment business) and several private equity funds.

He began his career in the insurance sector at Momentum. Over his decades there, he fulfilled various roles, including as Chief Actuary, Chief Financial Officer, and business unit CEO, culminating in his final executive role as Group CEO. During this time, he gained experience serving on various subsidiary boards in the group.

After stepping down as a full-time executive, he reached out to his networks to signal his availability as a NED. Approached to join the board of a food and beverage company and become chairman of a high school governing body, he found these good opportunities “to start a new chapter of my career and to make a contribution to broader society in a new capacity”. Over time, he was contacted to serve on other boards too, expanding his portfolio.

After his successful executive career, Nicolaas recognised that he enjoys variety across different industries, broadening his business exposure. “Serving as a NED enables you,” he says, “to contribute at a strategic level, without getting involved in the complexities of implementation”. It also has significant advantages from a work-life balance point of view, and enables you to expand your networks.

In addition to chairing some boards, Nicolaas also chairs board committees like Customer Interest, Risk, Remuneration, Social and Ethics committees. He acts as a member of other committees too, including audit, compliance or finance-related ones. It is important to engage regularly with company stakeholders like the CEO and the chairman, he says. “A board should provide effective and ethical leadership and strategic guidance to safeguard relationships between various stakeholders of the company. It should also monitor progress with the execution of the strategy and ensure that management are accountable for key performance indicators. To fulfil these duties, it is important to prepare thoroughly for the board meetings.”

Possible disadvantages of NED roles include boardroom politics, excessive volumes of reading within a limited timeframe, onerous governance responsibilities and taking reputational risk. You have to become used to convincing executives of your point of view and cannot simply 'order' them to do what you want, he says.

Nicolaas feels that “the actuarial qualification, combined with appropriate business experience, provides a solid foundation to make a meaningful contribution as a NED by applying analytical thinking, problem-solving skills, financial acumen, business insights and risk management skills”. It’s also valuable, he suggests, to develop the ability to think outside the box and to focus on innovation too.

He recommends further training as well, especially as “the business environment has become complex and directors must ensure they have the required specialist skills, knowledge, experience and integrity”. To enhance his own skills, Nicolaas recently qualified as a Chartered Director through the Institute of Directors in South Africa. 

Other suggestions from Nicolaas:

• Gain experience serving on boards as you progress in your career, even in conjunction with an executive role
• Seek exposure to seasoned directors and engage with suitably experienced mentors as they can offer invaluable guidance
• Ensure that your personal values are aligned with the values of the organisation
• Be patient as it takes time to build a meaningful portfolio of board memberships without conflicts of interest

Kirshni Totaram
Reinsurance

Kirshni Totaram is based in Cape Town, South Africa, and her primary focus remains her executive career i.e. she is both an executive (at Coronation Asset Management) and a non-executive director (at reinsurer Gen Re South Africa). A member of Coronation’s executive committee and management team since 2003, she originally joined as a portfolio manager in 2000. After looking at fixed income and listed property securities, she shifted into an executive role with responsibility for Coronation’s institutional business division. This later expanded to her current global role as Global Head of Institutional Business.

Before Coronation, Kirshni started her career working on policy valuation followed by a few years in another insurer’s employee benefits division. There she was responsible for modelling of, and consulting on, the HIV/AIDS epidemic in South Africa. This involved extensive research and assessment of the economic and demographic impacts on population cohorts and customer segments for corporates and governments. 

While Kirshni has been a trustee of an education foundation since 2016, she had not been seeking corporate NED positions when she was approached by the CEO of Gen Re South Africa to join their board in a non-executive capacity. She notes that having access as a NED to non-public, material information of South African listed companies would be a conflict with her executive role given Coronation analyses or holds many of those companies’ shares in their client investment portfolios. However, Gen Re is fully owned by Berkshire Hathaway, removing that conflict.

She began that NED role in 2018. This executive and non-executive mixture, with a very significant weighting to the former, leads to an interesting dynamic, requiring a “constant mindset shift”. In an executive role, Kirshni explains, you’re entrenched in the day-to-day frenzy of running a business and setting the short- and long-term objectives. You’re accountable for its effective and efficient running, its performance, and must get stuck in when things need fixing. In complete contrast, a NED acts as a sounding board and governance check, requiring more distance. Guidance on and independent evaluation of the work done and plans presented by management, including addressing any shortcomings or governance failures, are key responsibilities. As a NED, she says, keep in mind the difference between governance and management – you don’t run that company.

Doing both has taught Kirshni some useful lessons and has allowed her to better reflect on the execution of her own executive role, strategic initiatives and long-term plans. “I’m better able to stand back and view things from a distance... an opportunity to see blindspots and improve… when making day-to-day business decisions… [This] has been invaluable in dealing with complex challenging times like we experienced during 2020.”

In addition to her role on Gen Re’s board as a NED, she currently chairs their Audit and Risk, and Social and Ethics Committees. These require that she is well-read on the committee information and on broader industry changes both “to ask the right questions and to assess the importance/impact of the answers given”. 

Although her Chartered Financial Analyst (CFA) qualification is very relevant to her executive role, it hasn’t helped much for this NED role, largely because it isn’t as applicable to the reinsurance industry. Her actuarial training has helped with understanding risk and exposure yet Kirshni finds that she uses more of the skills and perspectives gained over her years as an executive managing a business.

Initially curious about what a NED experience would be like, Kirshni wanted to improve and enhance her governance skills. The opportunity to increase the breadth and scope of her exposure within the financial services industry also appealed. She offers this advice to those considering NED roles:

• Consider your choice of positions carefully – interview the company as much as they interview you to get the right fit
• Be prepared for all board and committee meetings
• Ask lots of questions and seek to understand the company and industry well
• Invest in learning continuously to make yourself better

Conclusion
All-in-all, this series has showcased the career experiences and insights of a number of professionals who perform NED roles in their portfolio careers. They covered a spread of jurisdictions as well as specialisms/industries, and represented different levels of NED experience, from those in their first few roles to seasoned board chairs. The flexibility of NED roles was mentioned regularly i.e. combining them with other pursuits such as travelling, consulting, volunteering, family, entrepreneurship, and even executive roles... 

Common threads in their reflections and recommendations for us include:

• Attending governance courses offered in our jurisdictions, both for the knowledge and to meet other attendees
• Understanding and respecting the difference between governance and executive management i.e. being clear on the nature of a NED role
• Knowing ourselves, what roles we’d enjoy and which boards we’d add value to
• Building our credibility, profile and relationships, starting during our executive careers, joining professional committees, networking and/or presenting at industry events
• Performing our own due diligence and checking cultural fit and values alignment before accepting a position
• Preparing thoroughly for board and committee meetings, and asking questions
• Recognising that both broad management abilities and specific skills are necessary
• Developing ourselves through lifelong learning, such as knowledge of technology, cyber risk, data and consumer preferences/behaviour

For those “board inclined” who are interested in exploring how NED roles could be a part of your career, we encourage you to join your profession’s NED groups or a dedicated institute/association in your region. We also recommend speaking with fellow professionals who currently perform NED roles successfully (as board members, committee chairs, or board chairs) – a number of Protagion’s mentors fulfil NED roles, and some of them kindly participated in this series. Thank you to all of the participants for sharing your experiences and wisdom with us all.