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The NED’s Role and what keeps him awake at night

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Ian McAnearneyMy definition of a good NED is one that ensures that the business is well run but does not run the business.

A good NED is commercially aware and has  board room experience. As well as integrity, good interpersonal skills, sound judgement and the ability to manage conflict he or she needs the ability to influence through clear communication. He must also have the conviction to say things that need saying and, as a last resort, to vote with his feet.

Combined Code

The provisions of the Combined Code which sets out standards of good corporate governance, and the QCA Corporate Governance Guidelines, which assists in educating its members on best practice relating to NEDs – should be regarded as a benchmark for the standards required. For example; The NED should be providing a helicoper view of the company and should not get entangled in the day-to-day operations. He or she should:

- be constantly challenging the MD and Executive Board.  By asking the apparently simple questions about the business the NED can help the executive team to re-focus on the important issues.

- advise on strategy.  A business without a strategy is a business without a direction or purpose.

In these difficult economic times and markets one reads of more fraudulent actions by companies and their executives and more hiding of price sensitive information etc. For this reason NEDs should ensure more transparency with the executives, timely financial information and ensuring that internal control procedures are continually being reviewed.

Today, NEDs in the board room face an increasingly tough and challenging job. New legislation under the Company’s Act has ratcheted up the threat of legal action.  Activist shareholders are all too ready to put NEDs under fire.  This has made the role of the NED even more crucial and onerous. Also, the NED sits around the table on an equal footing and with the same legal obligations as those who run the company on a full time basis. Therefore, the focus of the NEDs should be on the various risks facing the business.There should be an emphasis on;

- Internal controls

- Cash management/receivables

- Gearing of balance sheet

- Ensuring bank covenants are not breeched

- Keeping customers and protecting markets

Non-financial risks should also be reviewed, e.g.:

- Retaining key personnel

- Litigation

- Environmental

- Health and Safety etc.

The NEDs should ensure that the Executive Team fully understands the issues of the day and that they are complying with the Board’s decisions at all times. As they say you cannot beat experience and grey hair, as well as having the “scars and the T-shirt” and, hopefully, one can impart one’s experience of difficult times to the Management Teams. You might know of Sir Digby Jones who was once head of the CBI.  He was a NED of a company called I-Soft and was criticised years ago in the Press.  He was quoted as saying;

“We cannot be seen as Board Room policemen.  NEDs can add value in so many ways but investigative policemen they are not”.

In my opinion there should be a balance of being a policeman – ensuring there is good corporate governance and adding commercial value to the enterprise. However, no-one has yet come up with a better way of dealing with the fact that the owners of businesses – the shareholders – have to hand control over to professional managers.  Therefore, if corporate governance fails, capitalism fails.  We therefore need to make corporate governance work.

The Combined Code and Corporate Governance which sets out standards of good practice in relation to issues such as board composition, remuneration, accountability and relations with shareholders is seen in much of the world as the best model of corporate governance.  The problem is not with the Code but the way it is applied. Too often, people who should know better treat corporate governance as a matter of compliance with rules – but it is not. The banks that have run into trouble complied and got ticks in all the boxes – so what? Good governance is a complex mix but in simple terms it is dependent on two main things – the first is Board Room behaviour – are the difficult questions being asked?  Is there effective challenge or is there an over-dependence on the Management’s view? The second, is making sure that the Board has a clear line of sight.  If the Directors cannot see what is happening inside the business and are not getting good information, they will not know what questions to ask. If the risk-management processes are not organised in a clear and methodical way then a handful of part-time non-executives do not stand much chance of overseeing them.

These two things, boardroom behaviour and connectedness to the organisation are inter-dependent.  Therefore, there will be no real challenge for the Board Room unless the company makes it possible, which means that the Management needs to want it to happen. In these difficult markets and economic times, I would like to share with you some of the concerns which keep me, as a NED, awake at night;

- It is impossible for a NED to know everything about a company in an average of 26.5 days per year.  The issue here is therefore how does one accelerate both industry and company knowledge?
As Chairman of the Audit Committee, the depth and detail of the Audit Committee Agenda and getting to grips with risk assessment is particularly challenging. Geographic diversity and cultural differences in many companies gives one cause for concern. Technology and security risks in today’s world is a worry.

- Reputation risk – given that NEDs have to rely on others in the company and its control mechanisms, to keep matters under review, the fear of “what is not known” is an issue and a worry.

- Legal proceedings against directors can result in reputational damage that can, in many cases, be irreparable. I always try to have a legal representative at Board level to advise all directors on issues as they arise.

In conclusion there are many challenges being a NED, especially in an economic downturn. Although we should not be policemen, NEDs need to be more vigilant and clearly understand our fiduciary duties, and need to clearly identify major risks of the company on whose Board we serve.

by Ian McAnaerney


Head of International Business Development

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Job Spec Head of International Business Development Role 260112

Responsible to: Director of Business Development

The demand for services from this company to overseas customers is growing in many key market areas, including Defence, College, Marine, Climate Services and International Aid. In order to meet this potential, we need to continue to develop our international business strategy, building on our collaborative international science strategy and international relations strategic aims.

The new role of Head of International Business has been created in order to drive this forward.  The role reports into the Director of Business Development and the International Strategy Steering Group.

The key objectives are to build the company international business by leading and developing an international strategy and activity in chosen markets, in order to grow profitable revenue and to maintain and enhance our position as the world leader.

Principle Duties and Accountabilities

  • Lead the development of an international business strategy – determine our target markets (and their associated product ranges) to ensure that we secure growth and profitability whilst maintaining a balanced business portfolio.
  • Work closely with Met Office Business Teams, International Relations, Science and others in the international arena to ensure effective development and implementation of the international business strategy, taking into account the Met Office International Strategic Aims (Science, International Relations, and Business).
  • Engage with key stakeholders (customers, partners, suppliers, competitors etc) as necessary to both deliver and inform the international business strategy.
  • Lead and direct major components of the strategy as defined and agreed, initially the international capacity building business.
  • Identify required skills and capabilities to grow the international business and ensure effective implementation of a pan-Met Office programme to build and develop these skills and capabilities.


  • Strong people leadership skills, with the ability to manage, influence and inspire a team of sales, business development and marketing professionals (line and virtual teams).
  • Experience of successfully operating and developing business both in the UK and overseas in technical and scientific markets, with proven ability to lead high-level negotiations both with commercial and government organisations
  • Demonstrable ability to strategically analyse the external business environment and identify opportunities to secure a broad, balanced, sustainable and profitable customer base.
  • Has built and maintained successful relationships with key stakeholders internally and externally that has resulted in significant revenue and profit generation.
  • Strong cross functional team working skills with demonstrable evidence of building productive working relationships with key stakeholders and operating collaboratively to deliver shared objectives

Technical / Professional Expertise and Qualifications required

  • Ideally the candidate will have a technical background and demonstrable experience in scientific or technical markets.

To apply

Contact: Ian McAnearney, Catalysttalent

Email: im@catalysttalent.com

Tel: 0207 1831069





Client Service Role

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Job Spec Client Services Director Role 260112

Reporting to: Managing Director

Location: London

We are seeking a passionate, talented, self driven and dynamic Client Services Director to join our Managed Offices Team.

The Client Services Director will be responsible for new project delivery and for growing  profitable  revenues  from  new  and  existing  contracts  working  with  our supply  chain  partners  to  provide  our  clients  with  a  high  quality  service  driven occupier experience.

The Managed Office Team has doubled the number of offices it manages in the last 12 months and it expects to add another 5 offices in the next 6 months.  The Client Services Director will be in charge of driving the team forward and implementing the strategy and processes necessary for the team to deliver and manage the projected site growth over the next 3 years this encompasses both fit out and ongoing FM functions.

Principle Duties and Accountabilities

  • Strategy and plan: The Client Services Director will develop and implement a strategic plan to ensure that the team and processes are in place to enable considerable expected growth over the next 3 years.  This includes but is not limited to the implementation of an outsourced FM model, defining Instant’s FM proposition and building close partnerships with FM integrators and fit-out suppliers globally.
  • Team Leadership: The Client Services Director will take personal responsibility for the performance of the entire Client Services team including outsourced service partners, contractors and suppliers.
  • Financial: The Client Services Director will be responsible for agreeing the budget for each contract with the relevant Director and for delivering projects and services within that budget through the life of the contract.
  • Commercial:  The Client Services Director will support the sales process to maximise profitable revenue from service provision before contract signature and will develop strategies to grow such revenue throughout the life of the contract.
  • Service: The Client Services Director will be responsible for the development and delivery  of  a  high  quality  service  driven  occupier  experience  worthy  of  the Instant brand
  • Project management: The Client Services Director will be responsible for the delivery of projects to the agreed specification and timescale on time and within budget in accordance with the customer contract.
  • Facilities management: The Client Services Director will be responsible for the delivery of facilities management services to the agreed specification and service levels within budget in accordance with the customer contract. Supply Chain management: The Client Services Director will be responsible for the management of effective relationships with supply chain partners, contractors and suppliers.
  • Compliance: The Client Services Director will be responsible for all compliance issues relating to Health, Safety and other workplace regulation, lease terms, customer contract terms, supplier contract terms and general quality control.
  • Risk: The Client Services Director will be responsible for ensuring that risks to Instant Managed Offices and its customers are identified, minimised and mitigated against
  • Administration: The Client Services Director will be responsible for ensuring that all expenditure and payments in relation to projects is properly monitored and recorded and for the maintenance of all necessary site records and contract information.
  • Communication – The Client Services Director needs to be an excellent communicator with clients and the supply change but also internally with Finance, Sales and Marketing.  With Finance to ensure cost, margin and risk control during bidding, delivery and over the life of the contract. With Marketing to generate case studies, referrals and new leads. With Sales to strongly support the team with FM and fit-out knowledge but also nurturing the client relationship.


The Client Services Director will be self-driven, results-oriented with a positive outlook, and a clear focus on business profit. Passionate about customer service and capable of working in collaboration with complex supply chains. A natural forward planner who critically assesses their own performance. Mature, credible, and comfortable in dealing with senior big company executives. Reliable, tolerant, and determined. An empathic communicator, able to see things from the other person’s point of view. Well presented and businesslike. Sufficiently mobile and flexible to travel up to a few days a month within the UK and Europe if required. Keen for new experience, responsibility and accountability. Able to get on with others and be a team-player. A senior property and facilities professional with appropriate industry experience and a track record of delivering projects and profitable growth, who is looking for a position of responsibility in an entrepreneurial and fast growing business.

The individual needs to be capable of managing a portfolio of approx 50 contracts (including a growing number overseas) bringing in approx £50m p.a. within revenues in 3-4 years time, and managing 3 or more fit-out contractors and 3 or more FM integrators simultaneously in several countries.

The Client Services Director also needs to be a great fit with a ‘we can do it’ mindset and a total client focus, making our clients’ experience of Managed offices flawless so they never want to go anywhere else.

Technical / Professional Expertise and Qualifications required

  • Technical knowledge of construction/fit out projects and contracts, FM strategy, service level agreements and contract.
  • Experience of managing construction /fit out projects, setting FM strategy and delivery of services.  Particularly in the areas of demanding SLA’s, knowledge of industry quality standards, automated performance reporting and use of industry systems and CAFM to manage FM service.
  • Budgeting and financial management experience (a working knowledge of Great Plains would be beneficial).
  • Market knowledge of construction /fit out and FM suppliers.
  • A line manager who will inspire, coach and develop their people.



To apply

Contact: Ian McAnearney, Catalysttalent


Email: im@catalysttalent.com

Tel: 0207 1831069