Alumni Matters 2023
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Carol is currently a non-executive director of Companies House, is a director and trustee of the Agora Learning Partnership, a multi-academy trust which has responsibility for nine primary schools, a director and trustee for Herts Young Homeless, a charity based in Hertfordshire whose mission is to prevent homelessness among 16–24-year-olds, and a member of the finance and governance committee of the United Nations Association – UK. Taking on non-executive directorships was a logical next step following a long career with Herbert Smith Freehills, of 33 years. “I chose charities in Hertfordshire, where I had lived for 25 years, but had always worked in London, because I wanted to reconnect with my local community.”
Selina has also built up a portfolio of non-exec positions over the past 10 years, across a range of industries and company structures, including ASX-listed, government, private and not-for-profit organisations. Currently, her non-executive director roles include for Hydro Tasmania, a renewable energy generator; South East Water in Victoria; and Tasmanian Development and Resources. She is also an advisory committee member for TLC Aged Care Pty and a non-executive director of JDRF Australia, which promotes research into tackling Type 1 diabetes; Victorian Opera; and more recently, the North Melbourne Football Club.
“That sounds like a long list,” Selina jokes, “but the time commitment varies depending on the role. Some board schedules are heavier than others, but it is important to ensure you allow enough time for issues as they arise. It’s not unlike allocating time between different clients and transactions as a practising lawyer– like fitting the pieces in a jigsaw puzzle!” Carol, too, has adapted easily to a different work routine to make sure she can meet the varying demands of her nonexecutive roles.
Alumna of London office
1985 - 2018
Both Carol and Selina moved into the non-executive part of their career, not because they were unhappy with their positions at Herbert Smith Freehills, but because they each were looking for new opportunities. As Selina notes, it was a chance to get to work with different-sized companies to those she had advised as a corporate and M&A lawyer, as well as not-for-profits and charities, and to see how her cross-sector experience and knowledge of business transactions, risk management and governance might assist them.
Carol agrees. “There are essentially three main strands to the nonexec role: strategy, governance and finance. If you can bring your knowledge and experience in those areas, or at least in two of them, and apply them to the particular role, your input is likely to be very helpful. As lawyers, we can offer our own perspective, adding to the mix of skills on the Board.”
Interestingly, both say that they quickly ruled out either going to another firm or moving in-house. Selina, who was a partner of HSF for 10 years and then a consultant, says: “What was attractive to me about a non-executive board career was the opportunity to work in different businesses on a longer-term basis, being one step closer to them, rather than being a legal adviser – as much as I enjoyed that. And that is how it has transpired for me: I have had the chance to become deeply involved in new sectors and industries that previously were not necessarily my core focus, which has been a great opportunity.”
For example, Selina’s board role with Hydro Tasmania has enabled her to become involved with a business very much part of the transition to renewable energy. She is also a great follower of Australian Rules football, which definitely encouraged her to become involved with the North Melbourne Football Club. Carol was not familiar with the world of primary school education (other than through her children) but was attracted to helping children and young people. She has enjoyed the huge amount of knowledge she has gained through her involvement in the Agora Learning Partnership.
Governance is the primary focus of Carol’s roles. That links with her time at Herbert Smith Freehills where she was for many years responsible for the Corporate practice’s knowledge management and also increasingly assisted clients with advice on compliance and governance, as companies have had to deal with more and more complex regulations. As she points out, corporate governance is constantly changing – and, indeed, the UK regulator is currently in the process of changing its corporate governance code once again.
“Corporate governance is an interesting mixture of law, regulation and best practice. And the challenge – and interest – is seeing how it is put into practice by individual companies and other entities,” Carol says. She certainly has her work cut out at Companies House which is undergoing a big transformation, including an extensive digitalisation programme and preparing for new legislative objectives and powers which will significantly reshape its role.
For both Carol and Selina, an added motive for taking on non-executive or trustee roles was to see how their skills they had gained as corporate lawyers could be put to good use in the charitable or not-for-profit sectors – giving something back.
Even though each of Selina and Carol left the firm without having a definite board membership which they could take up, they both strongly recommend anyone thinking of doing non-executive director work to gain some prior experience, not only for insights into the workings of a board, but also to test whether a full-time board career is right for them. They recognise that achieving that, when working full-time at the law firm, may not always be possible. But it does not necessarily have to be a board role or something that comes with a significant time commitment. It could for example be a volunteering role, or involvement with industry bodies.
Both Carol and Selina are absolutely clear that they made the right choice in their career path and that others at the latter stage of their legal careers could benefit, too. Time to write those CVs!
“Boards are for the most part looking for someone who can bring skills relevant to the business which the board is overseeing and to complement/add to the skills already present on the board – understanding risk, having sound judgment and the ability to bring strategic thinking and experience is all part of that”, to which Carol adds, “and they don’t want – generally – someone with pure legal skills. You are not there to give legal advice, you are there to give the benefit of your experience, knowledge and judgment.”
Most businesses will have their own legal teams, headed by a general counsel, so it is not the NED’s position to interfere even if they do have legal expertise. However, notes Carol, that should not stop them raising questions if they sense some potential legal jeopardy. “We are trained to spot legal issues and it is sometimes appropriate and necessary to raise these with management, but it needs to be handled in the right way. Often the question is one of assessing risk, and risk management rather than the law.”
Then, anyone looking at potential NED roles should speak to others for advice and hit the coffee shop circuit to get the word of mouth out. It is remarkable how often potential opportunities arise as a result of conversations over cappuccinos.
An interest in the business or sector for which you are applying is an obvious prerequisite for applying for a non-exec role, although you don’t necessarily need to have a detailed knowledge, both Carol and Selina say. The information can be learned and it may take some time to achieve after you have joined a board, but it is definitely important to build up your knowledge base so you can perform the role effectively. That is not beyond the scope of lawyers who are used to informing themselves about matters about which, at the outset of a dispute or transaction, they know either little or nothing.
Alumna of Melbourne office
1998 - 2016
Equally, both say that anyone applying for non-executive board roles should go in with the right reasons – by which they mean, commitment, interest and willingness to contribute. You are unlikely to take on these roles just for financial reasons, Carol notes, and charity board roles are not remunerated, although people will obviously need to work out what rewards they would like to receive when deciding whether the NED route is one for them.
Adds Selina: “You have to have built up a good amount of executive experience, which enables you to add value to a board.”
Both advise making sure that anyone looking for non-exec roles should carry out due diligence on the companies or bodies they approach, not just their finances but also the people, to see whether there is a good fit. There will always be a process where both sides sound each other out. That usually takes time, and may not always work out. “Don’t take it personally if at the end of that process, they decide you are not right for them,” says Carol. Selina agrees: “Different applicants will bring a different mix of skills and experience to the table. There will often be a range of appointable candidates, so it’s not unusual to go through a number of processes before finding a role.”
It is also important to remember that there are responsibilities – and potential liabilities – that come with being a board director, so these should be borne in mind. There are many ways to inform yourself about director responsibilities, such as courses available through organisations like the Australian Institute of Company Directors. Being well informed and working within organisations that have the right checks and balances in place, is a good place to start. Carol notes that ultimately, “You need to be able to take a principled approach and focus on doing the right thing whatever the challenges, that is your biggest protection.”
A final point to note for anyone contemplating the switch from private practice to the boardroom is that it is a big adjustment, away from working in teams and having the business support that people become used to. “Comparatively, it is more of a solo endeavour,” says Selina. “You spend a lot of time on your own reading board papers and thinking through your response. You tend to do your own organisation. That may not be for everybody. On the other hand, you have the opportunity to work with and meet a lot of new people with different skills and backgrounds.”
The contents of this publication are for reference purposes only and may not be current as at the date of accessing this publication. They do not constitute legal advice and should not be relied upon as such. Specific legal advice about your specific circumstances should always be sought separately before taking any action based on this publication.
© Herbert Smith Freehills 2024