Building skills by becoming an NED or Trustee

Almost all in-house lawyers work in-house in organisations which are ultimately run by a board of directors – and yet what goes on in a boardroom can be something of a mystery.

The in-house lawyer may be invited to attend or present on issues, and the senior-most lawyer may perhaps also act as secretary to the Board.

Equally, they may be use to working as a member of an internal committee – but the opportunity to build on those experiences by being a non-executive director (NED) or trustee can take them to the next level and be of huge value to the in-house day-job, and future career.

What skills can I build?

Your in-house legal experience is an excellent start – you will have learnt to be analytical, to have professional insight into legal issues, and to understand how organisations work.

Being part of a board can give you the opportunity to build on that experience, enhance a range of skills you already have, and develop new ones. Critically, it can also allow you to understand how best to present them on a cv, in an interview, and in discussions – and it can also bring new perspectives which allow you to do your own job more effectively.

Remember too that some third sector organisations – particularly the larger charities and higher education institutions such as universities – are of significant scale and can have revenues running into several hundred million pounds per year, and operations just as complex as any corporate.

Many corporates encourage – or even require – their executive directors and succession candidates to take external directorships as a developmental role. This is specifically because they see the skills which can be built through senior-level exposure to another organisation – and how it allows people who are specialists in their own field to see how other areas impact the operation.

Just some of the skills you can build will include:

Taking on the role

  • Director’s Duties
    Most lawyers will, of course, be familiar with the legal aspects of directors’ duties and the requirements of the Companies Acts, but taking on a board role, gives a new opportunity to understand their application from the perspective of a director – as well as the application of the relevant governance codes – whether that is the corporate governance code affecting major listed corporates, the Quoted Companies Alliance Code for other smaller listed corporate such as those which are AIM-listed, or the Charities Code for third sector organisations. 
  • Due Diligence
    One of the most important parts of taking on a new role – whether NED or trustee – is to do your own due diligence on the organisation, the people you will work with and the way it operates. This is a real opportunity to consider how new directors look at your own organisation – and you – and to ensure that you make the process easy for such recruits yourself. 
  • Induction
    Similarly, you will need to receive an appropriate induction from your new organisation. Its extent may differ depending on the nature of the appointment and scale of the organisation – a small charity will differ from a large PLC, for instance – but considering what you need to know, who does what, what the induction package should be and how it affects you as a director is a core skill to learn, and again something directly applicable to your own in-house legal role.

Thinking differently

  • How a (different) organisation works
    Once you have spent even a year or two in your own organisation, it’s easy to feel that others do things in the way you do, and that your route is best practise. It may, of course, be so – but every organisation is different, does things in different ways and with different priorities. The opportunity to observe how another organisation works – from the privileged position of a board – is a fantastic learning experience. Not only can you see how the board works, but as a NED or Trustee you should be able to speak to people across the organisation, to understand how their work is structured, what the culture is and how they develop people, and what issues impact them. All this allows you to think differently about what you do in your own role, and to ask broader and more effective questions.
  • How a board works
    If you attend a board as a company secretary or GC, you will know that board dynamics are fascinating. Every board reflects the experience (and sometimes prejudices) of its members. Seeing how they interact, how the board makes decisions, and how sets its priorities are instructive: you may also want to consider the psychological elements of board dynamics to understand how different people work together – and how to ensure that dominant personalities do not dominate discussions and decision making.

Board dynamics

  • What matters to a director?
    You will have the chance to see how different directors think through issues – whether from the position of their own experience, potential liability, their learning from other organisations or an entirely different perspective. You will be able to use all that learning to identify what is important to you and to the organisation generally. 
  • Understanding your board colleagues
    Once you have been on a board for a while, you will see those different directors come at decisions from different perspectives – which is why diversity of board thought is so important. If you can learn to understand – and predict – how people operate and what worries them, you will be able to be a more effective director and a more effective adviser in your day job.
  • Board expectations
    As a member of the board, you will see what directors expect of those who present – and how sometimes they will be very restrained in telling presenters that they’re not up to scratch. Seeing this from the inside allows you to learn for your own role – and to be a better director. 
  • Making things happen on a board
    Boards are complex organisations – and as noted above board dynamics can be difficult to read and confusing. The skill of making things happen on a board is part art, part science, part psychology and part management – all skills which will be invaluable both for your future legal career, and any future NED or Trustee roles, perhaps as you build a portfolio career

Board operations

  • Reporting v. decision making
    It can sound obvious, but sometimes it isn’t clear why a particular matter has come to a board. Is it simply for a report – or for a decision to be taken? Being on the board brings this into clear focus, and it’s something you can take back to your main role.
  • How to prepare and present board papers
    The flip side of the reporting v. decision-making situation is the content and presentation of board papers, which you may well do in your day-to-day role. You will learn how helpful it is to have a cover sheet on a board paper identifying why it has come to the board; how it relates to the board’s terms of reference; a short summary of the issues, and what is required of the board. You will also learn how a board relates to a board pack of several hundred pages in length – and how best that is managed. 
  • Board technology
    Most organisations now use some form of technology to interact with the board – from distributing papers by email at one end of the spectrum to complex board portals at the other. By seeing the position from the director’s perspective, you will understand what suits you best – and might be applicable for your own work.
  • What are the current issues for a NED? 
    As an in-house lawyer, of course, you will receive a huge amount of information about current issues – whether from your law firm, from paid sources or from your own professional reading. As a NED or Trustee, though, an even broader range of sources are open to you, which will expand your professional horizons and allow you to think across the spectrum of issues affecting organisations. Quite often, you will find they act as a catalyst to issues which may affect your own organisation.

Personal skills

  • Board skills
    Some of the core skills you may learn relate to active listening – when to listen, when to intervene, when to allow others to speak, and when to ensure that your point is heard. Can you also ensure your point is put clearly and succinctly? 
  • Chairing skills
    You may well be used to chairing meetings in your home organisation, but joining a board will almost certainly give you a chance to chair committees or ad hoc groups, allowing you to develop and perfect your skills as a chair.
  • Financial matters
    Many lawyers – even in-house – do not have highly-developed financial skills, and joining a board is an ideal opportunity to refresh your existing knowledge and raise it to the next level. While, of course, most boards will have a diversity of skills and include finance professionals, you need to have enough understanding to identify issues and trends and to learn to read your organisation’s accounts properly.
  • Managing your role
    How do you ensure that you have remembered what points you want to make – and how to follow them up in the next meeting? Some of the most effective directors use a simple notebook for each board so they capture the issues for and from each meeting.
  • Building relationships
    You will appreciate from what you’ve read so far that much of what you might learn from being a NED or trustee is about building and managing relationships, perhaps in a new and different context. The most effective directors are those who learn to read the room, know when to explore issues before or after a meeting, and when to intervene directly or when to encourage. 

Liability and insurance

  • Liability and insurance
    Finally, a note about liability. Being a director or trustee is a serious role, and it brings with it significant liability at law. You will be familiar with this as a lawyer, but you do need to think through the implications for yourself and decide whether you are comfortable with it in this particular organisation – and to understand what Directors’ and Officers’ insurance is held and whether it is adequate.

Ned or trustee?

For the most part, all the skills identified above can be learnt both as a NED or as a trustee. At an earlier stage in your career, you may find it easier to get a trustee role, and such a role may give you a real opportunity to support a cause dear to your heart where your skills will be invaluable.  Conversely, you may find that some recruiters (perhaps unfairly) do not take into account trustee appointments in recruiting to boards. The answer is to consider what you feel is most suitable for you – but either will give you the chance to build your skill set.

Lawyers and boards

In past years, it has certainly been the case that some boards, their chairs, and recruiters did not always welcome lawyers as NEDs. There were perceptions that lawyers were risk-averse, that they brought skills which were already available to the board through the organisation’s General Counsel or external advisers, or that they would think differently from the other members of the board. Thankfully, those attitudes are now changing, and the focus on board diversity means that there is a greater willingness to consider a broader range of candidates. Even so, you may find that there are many more opportunities for those of a financial background, for example, than a legal one. 

How to find a role

There are a number of ways to find a role. If you are an in-house lawyer in an organisation, you may find your HR or personal development teams will have access to appropriate recruiters, and to board development schemes. Equally, you can consider some of the board development organisations yourself, and you will find there are a number of online routes for both NED and Trustee positions. A number of these are listed in Further Reading, below. 

Capturing your learning

Whatever route you choose, do bear in mind that it’s well worth capturing what you learn and what you see in your new role – keeping a learning log or journal may be something you associate with student life, but it’s a hugely powerful way of ensuring you recall what you learn, the things you may want to explore further, areas which are relevant to your own organisation – and things which you can consider when a future recruiter asks what you have learnt from your board experience.

Further reading

CLL Resources:
Non-legal careers for in-house lawyers
The real reasons why in-house lawyers need a professional coach
Legal Skills – the Board: strategy, influence and crisis

External Resources:
Women on Boards 
Institute of Directors 
Charity Jobs