Mentoring for Non-Executive Directors (NEDs)

One of my professional bodies arranges sessions for its members involved in and/or interested in Non-Executive Director roles, and I particularly enjoy attending those sessions. As an experienced professional myself, I find the interaction and discussions at these events both enlightening and inspiring – debating practical situations with fellow professionals and learning from their decades of wisdom about possible approaches to challenges, what works and what doesn’t, and applying professional judgement.

It’s partly the value I’ve gained from participating in those events, and other discussions with the leaders involved, that inspired me to write a number of articles for Non-Executive Directors (NEDs), and share them all with you on our website. We hope you find them useful at different stages along your own exploration of (and fulfilment of) these roles.

This article is based on a position paper on mentorship for governing body members by the Corporate Governance Network (CGN), a forum set up by the Institute of Directors (IoD) in South Africa and PwC, the multinational professional services firm. The CGN describes itself as a “forum for professionals in the corporate governance field to amass their combined knowledge and experience to provide directors and senior executives with the tools to understand and implement sound governance”. 

It builds on our previous NED-focused article which shared the IoD’s advice for future NEDs and concluded with discussion on evaluation of your performance as a NED, plus how the IoD highly recommends mentorship as it provides “valuable support, advice and insight into complex problems”. However, the IoD also noted that “careful thought needs to be given to the nature of the relationship and individual responsibilities within the [specific] context”.

Read more for discussion around the why and who of NED mentoring, differences in skills required of executives and non-executives, areas where mentoring and skills development can help NEDs, and skills required from mentors.

The need for mentorship of a current (or future) NED may be identified by the individual themselves (as part of their own active career management), or it may be identified by the board /  governing body, perhaps by its nominations committee. It could arise during a formal performance assessment or evaluation. Once the need has been identified, it is important to map a plan for what the mentoring process is aiming to achieve, so that there are set clear objectives at the outset and the process can end when ‘what good looks like’ has been achieved. As the CGN notes: “The objective of mentoring must be defined upfront so that each party has a clear understanding of what is hoped to be achieved by the end of the initial term of mentorship. [The] mentor and mentee should set clear… timeframes and goals that they hope to achieve during and at the end of the process.”

Mentoring: why and who
Broadly speaking, the aim of mentoring is to “maximise the value the member brings to the governing body, to harness his or her expertise, to allow the director to remain independent and act in a way that reflects his or her unfettered judgement”. The CGN emphasises that “mentorship is not limited to new or inexperienced governing body members”. Building on that point, we agree that, while mentoring can be especially relevant to those taking up their first appointments, it is also helpful to others taking on roles in new sectors for them, and also all experienced directors in environments of change, perhaps driven by evolving technology, regulation, or customer preferences. Indeed, we at Protagion would argue that it is part of professional development. The CGN notes that these drivers and others are also leading to new directors taking on new roles: “As a result of many factors, including rapidly changing technology, consumer behaviour, trends and regulatory forces, a relatively large number of new and inexperienced governing body members are taking up their first appointments.”

Different skills of executives vs non-executives
While we’ve previously discussed differences between executive and non-executive roles, it’s an important distinction to reiterate. “The skills that make governing body members excellent professionals, experts or executives are not necessarily the same skills that will make them excellent governing body members,” highlights the CGN. “The skill set required may be different and this new set of skills may be augmented by a mentorship programme. Governing body members need to become familiar with a variety of new concepts, like making decisions in areas they are not experts in and dealing with the challenges that arise from this. The mentorship programme helps mentees develop skills over a shorter period of time by learning from the experiences of the mentor.”

Areas where mentoring and skills development could help
Some general areas where mentorship (and other skills development activities) can help include these suggestions from the CGN, aimed at “guiding governing body members in the transition between their previous roles and the skills required in the new role as governing body members”: 

• Managing matters of ethics and integrity
• Participating in decision-making in a diverse body
• Understanding and working with fellow members of the governing body
• Voicing dissenting views
• The distinction in roles between the organisation’s management and its governing body
• The distinction between operational and oversight matters
• Governing body etiquette
• The reflective role of the governing body
• When a member is brought on board as a ‘specialist’, understanding and managing the governing body’s expectations
• Understanding how to make decisions in areas where you’re not the expert
• Collective accountability
• Networking and staying connected and up-to-date
• Being a governing body member in different environments, such as public companies, private companies or public sector governing bodies, each with their own groups of stakeholders

Different individual members of the board / governing body will need mentoring on different areas, depending on their past experience and existing skills.

Skills required from mentors
To maximise development and learning, the mentor should have the necessary experience to guide the interactions (although the protege needs to drive the agenda, and actively manage the process so that they get what they need). We’ve written before about getting the most out of mentor-protege interactions, including the importance of mutual understanding of the goals of the mentoring. The CGN notes that: “Mentors should have the ability to build trust with the mentee, to actively listen to the mentee and guide him or her to corrective action and provide new insights that the mentee would not otherwise have identified. It is worthwhile to note that mentees will sometimes use different mentors for different skills that they require, at the appropriate time, rather than only making use of one mentor.” We wholeheartedly agree with this sentiment.

The CGN also describes how boards / governing bodies can seek external resources to complement the expertise they already have, noting that “governing body members need to carefully consider the confidentiality of the information discussed”. This includes one-on-one sessions, group sessions, training, workshops and seminars. An advantage of leaning on or working with professionals who have their own code of ethics set out by their professional body is that often these explicitly require integrity, confidentiality, and management of possible conflicts.

Mentorship can be a vital contributor to developing this skills base and equipping individuals to transition from their previous roles to valuable, contributing governing body members.” 
INSTITUTE OF DIRECTORS' CORPORATE GOVERNANCE NETWORK (CGN)

For those interested in other position papers on various corporate governance topics produced by the CGN, see https://www.iodsa.co.za/page/ForumCGN.