The following text is taken from Adrienne's speech
notes to Women in Property, October 2009
This is an intensely personal view about board directorships and
about pathways towards them, especially my own. I'm speaking from
my thirty years of experience in governance in professional
associations, community organisations, trusts, businesses and
statutory bodies, the last ten years of which have been largely in
the role of independent director or trustee.
I currently sit on a number of Boards, namely:
- my own consulting company
- Solid Energy, a diversified energy company, with a wide range
of coal based and renewable energy businesses. We recently posted
our highest annual revenue breaking the $1billion mark, with more
than $100 million profit.
- Auckland Regional Transport Authority (ARTA), responsible for
public transport services in Auckland and regional transport
programming and funding.
- Maritime New Zealand, a Crown agency delivering a huge range of
services f
or the maritime sector including
governance of the New Zealand Rescue Co-ordination Centre
- the Auckland City Property Enterprise Board
- Manukau Buildings Consultants Limited and
- the Cornwall Park Trust.
Diverse and demanding
To give you a flavour for the diversity of my board work over
the past months I have co-hosted a cocktail party at the Beehive,
approved $75 million for mighty new trucks and excavators, visited
and been fully briefed on the operation of a port, reviewed
proposals for an underground rail system in Auckland, and approved
the purchase of many properties for various civic and public works
in the Auckland region!
I've also spent about 10 days at board meetings and reviewing
board papers - at least two days per month for each board. And
every day there are emails and news bulletins to respond to, and
sometimes special committees and events to attend, and keep up to
date with. It is very demanding, scary at times, stretches the
mind, is often a lot of fun, and you meet people and go places you
never imagined.
The Beginning
So how did this all happen to me? The answer is very slowly,
over years. It did not happen on any timetable set by me and it was
did not unfold at all like a career!
I was 37 years old, 15 years into my local government career,
with 65 staff, a $6m budget, 60 hour weeks, and hugely ambitious.
However, I decided I should have one last go at starting a family
and so I needed a less stressful career.
I left local government for the life of a planning consultant
and eventually joined up in 1995 with David Hill to establish our
company Hill Young Cooper. On day one we discussed our long term
aspirations. Besides conquering the consultancy market in New
Zealand (well we were young and ambitious!) I decided "I would like
a few directorships". I was about 40, with significant management
experience but no real business experience, no CEO experience, and
not an accountant or a lawyer. With the benefit of hindsight I did
not tick many of the "skills and competencies" and other governance
boxes sought by recruitment committees on boards.
Silent phone
In my naivety I set out on my path to directorships rather like
the rest of my career to date: I thought it was a matter of
trainign and applications. I trained on the Institute of Directors
(IOD) 5 day company director course and others, joined the IOD and
regularly attended the breakfast meetings, and put in my CV into
Crown Companies Monitoring and Advisory Unit (CCMAU) and waited for
the phone to go...
…
…
…
After a year nothing had happened, so I reviewed my strategy. I
did some more training, refreshed my CV and kept on attending IOD
breakfasts. Two more years went by and apart from a rather botched
interview with CCMAU those "just a few directorships" were not
happening. I attended an IoD course about once a year - on
governance, strategy, financial essentials for directors and the
like. But essentially I gave up on "trying to become a director,"
realizing it was not like a professional career. There was nothing
and no-one to apply to except on a very random basis; and in any
case the process by which people get appointed to boards was even
more opaque to me then than it is today.
Breakthrough
Then out of the blue, my first governance role emerged. It was a
request to sit on the establishment board of the Waitakere water
business with several other people including Bryan Mogridge, Jock
Irvine and Margaret Wilson. I came across concepts like cost of
capital for the first time. It was bit of an eye opener for a
planner and there were some days my head spun with the new concepts
and the decision making role in an intensely political
environment.
But my appetite for governance roles did not diminish.
Real Business
After a selection process I was appointed to the board of ARTNL,
a local government company that was established to own the rail
tracks, Britomart, rail stations and ferry wharves. I loved my role
on this first trading company. We had real assets, real income and
real expenses. I took special governance responsibility for the
commissioning of the Britomart Transport Centre. This was the first
time I experienced no daylight between governance roles and
management roles. Time and funding were tight and the issues were
real.
On the board, we had traditional business men and experienced
directors. I carefully observed how they behaved. I spent time with
the chairman, Ross Keenan, discussing governance and how I could
improve my contribution. It was a great learning experience. Some
advice: openly seek guidance from more experienced directors when
you are new. Chairmen in particular are almost always wise and
experienced in the business of the organisation and in the business
of governance.
Welcome Call, Close Call
After at least five years languishing somewhere near the bottom
of the CCMAU candidate list, a call came asking if I would consider
a directorship on the board of Solid Energy a state owned
enterprise. A coal miner - not quite the glamorous board
directorship I had imagined for myself on NZ Post, or one of those
electricity companies!
I was asked to attend an interview with the chairman and a CCMAU
representative in a couple of days time? Next came a mad flurry to
update myself on coal mining, the Crown Minerals Act and Solid
Energy so I could present my credentials at the interview in the
best light. A couple of hours before the meeting I checked the
CCMAU website on the interview process - to find to my horror it
was MY interview to conduct due diligence before accepting the
directorship. In short order I had to turn my preparation into a
due diligence interview for them! With apparent confidence I kept
them answering my questions for two hours. I have kept my due
diligence questions to this day.
Some advice: ensure you know what the director appointment
process is, who will be present at the interview - and prepare,
prepare, prepare. Always ensure you have adequate time and
resources to conduct an appropriate due diligence. There are
guidelines for due diligence. No matter how much you want a
directorship you must be prepared to walk away.
Reflect and Learn
Six years later, I am now the most experienced director on the
board of Solid Energy. Iit has been an exhilarating experience to
govern a company that I have seen grow from a $6m profit in my
first year to over $100m now. The 2007 and 2009 Deloitte Mangement
Magazine company chairman of the year, John Palmer, is our chair
and he also chairs the Air New Zealand board. John palmer provides
an inspirational role model as chairman with his steady hand,
incisive questioning, and underlying approach which supports the
CEO to drive business success. That does not mean he is always Mr
Nice Guy!
Every Solid Energy board meeting is a case study in governance;
and that is how I treat all my board meetings. I take notes of
board dynamics, I observe behaviour, I reflect on what is making a
difference. I reflect on my own contribution and whether it was
helpful or hindered board processes and company progress.
After my Solid Energy appointment, I seemed to be "flavour of
the month" and in 18 months was asked to join or apply for 4 more
boards, 3 of which had competitive processes. I have also worked
with CCMAU and interviewed dozens of prospective candidates for
State Owned Enterprises and am often asked "how do you get your
first appointment". I will return to this theme with some advice
later.
Do You Really Want This?
One question you must first ask yourself is: "Do I really want a
directorship?" Being an independent director on a board is not
glamorous. It is serious business: you risk your reputation, time
in prison, your home and assets.
I have good and respected colleagues who are facing prosecutions
for decisions they took as directors which could potentially cost
them all of their assets; and which have already had huge
reputational impacts on their careers. But it is a huge privilege
to be at the peak of an organization, holding it in the cup of your
hands, for the owners, stakeholders and shareholders.
Directorship is not just another job - or a career step. You
can't make it happen and directorships are NOT for everyone.
Advice for Aspiring Directors
I now return to my advice on "how to get that first
appointment."
Be outstanding in your field. Wide areas of business
function are relevant to boards, ranging across legal, finance,
human resources, marketing, resource management, science,
innovation, intellectual property, general business management.
Developing this is not a 2-3 year effort - it may be a twenty year
effort. Any profession at depth should develop the ability to
analyse information from many sources within a specific context,
and make decisions. These are skills always needed at the board
table.
Seek and undertake positions of leadership , ones where
you need to make the big decisions as the CEO, in your own business
or a major division. Become trusted in running a business or
organization.After all, as a director you are trusted to exercise
all care and judgment in governing a business or entity for others.
Demonstrate you understand the risks and have had suffered from the
repercussions of things going wrong.
Seek education and training in the specific skills, ethics
and competencies of governance - particularly where you may
lack them from your business or professional life. Options include
IOD, some of the universities, CCMAU, and the not for profit sector
all offer opportunities.
Cultivate and develop an inquiring mind over a wide range of
subjects outside your own profession. I read a couple of books
a week, have subscribed to the Economist for 10 years, the New
Yorker for 5 and occasionally read New Scientist, Nature and
international newspapers.
Join IOD and attend their events. There is also a new
organisation called Springboard for younger aspiring directors.
Seek governance roles in the not for profit sector -
particularly if governance disciplines are practiced - the arts
sector where funded by Creative NZ for example provides governance
training.
Talk to experienced directors about "how they got their
first appointment". Several years ago I identified 10 women
directors I admired who over the years I have had the chance to
meet, discuss their own pathway to directorships and take on any
good advice they might have.
Prepare a governance CV. This is not like a career CV.
Women's Affairs provide good guidance on this. Demonstrate you are
savvy about the risks and what you can offer to specific sectors or
organisations.
Let the world know you are good, ready and available.
CCMAU, Women's Affairs, ATA, Chamber of Commerce, IOD,
Finddirectors, search consultants. Remember any special contacts
you have who are Chairs of boards. Network in the business area you
are interested in.
And my final piece of advice is stick at it - but
get on with the rest of your life. As I have already said, you
cannot make directorships happen.
Advice for inside the Boardroom
I now turn to some advice once you have that first appointment
as a director. Those early years can see a very bushy tailed
director keen to make their mark and make a difference.
You are not the sergeant major - support and empower
the CEO and management to succeed - don't nag, criticize, rehearse
their errors, and point out their flawed thinking
You are not the CEO - you are not there every working
day- you must stay above the day to day
You are not the in-house counsel - or planner or
accountant or property expert - you must have a wide view of the
business
Directors do not direct - see above
Dress beautifully - with colour - the world is drab
enough with all those dark suits. Yes it is serious - but boards
should be happy, full of people who have a common purpose and
desire to support and grow the enterprise or entity . They should
enjoy each other's company, have a few laughs, respect each other,
build a high performing team that inspires the CEO and staff.
Some of finest New Zealanders serve as independent directors
on boards - you meet some wonderful and wonderfully
interesting people and you will really get to know them
The staff will be paid a lot more than you - if the
organisation is doing well!
When times are tough expect no daylight between you and
management - expect all your skills and talents to be called
to the fore. Leadership, a steady hand, wisdom and sleepness nights
may ensue.
Support the chair and board processes. Playing board
politics is a messy and distracting business.
Work very hard - prepare well in advance and take the
overview - not what is necessarily in each board paper.
You always need to be learning - reading, talking,
listening
And finally - talking because you have an opinion does not
necessarily add value to board decision making processes - ask
yourself:
Can you improve on the silence?
Relevant New Zealand websites:
http://www.mwa.govt.nz/women-on-boards
http://www.ccmau.govt.nz/
http://www.finddirectors.com/index.aspx?prth_tabid=7
http://www.womendirectors.co.nz/
Acknowledgement
Adrienne Young
Cooper is an independent director and planning consultant. She
is a founding shareholder of Hill Young
Cooper Limited, a major planning and resource management
consultancy based in Wellington and Auckland.