A view from outside a room you cannot be objective about
Board effectiveness reviews, governance design, and single decisions worked through with somebody who has no stake in which way they go.
A board advisor carries none of the statutory duty a non-executive director does. That is the point rather than a limitation: it makes the engagement scopeable, endable, and free of the conflicts that come with sitting on the board being assessed.
- What it is not
- A directorship. An advisor carries none of the statutory duty
- Typical shape
- Four to six weeks, or scoped to one question
- Carried out by
- Craig Fearn, FCMI Fellow and IoD South West Ambassador, 2021 to 2026
- Board experience
- Advising at board level since 2021, across sectors
01 — The distinction
Advisor or non-executive director.
The two are described interchangeably by people selling both. In law they are not close, and the difference decides what you are buying.
| Aspect | Non-executive director | Board advisor |
|---|---|---|
| Position | A director in law, appointed to the board and named at Companies House | No appointment, no seat, no vote |
| Duty | Statutory duties under the Companies Act 2006, owed to the company itself | Contractual only, owed to whoever commissions the work |
| Liability | Limited liability is the default; it bites on breach of duty, wrongful trading and certain regulatory breaches | Professional liability for the advice, nothing statutory |
| Regulated firms | Under the Senior Managers and Certification Regime, senior management functions such as chair and committee chairs need pre-approval; other NEDs are notified | Outside the regime |
| Term | Usually a fixed term with renewal, and a resignation to file at the end of it | Scoped, and it ends when the question is answered |
Directors' duties: Companies Act 2006 s.170(1), owed to the company. Limited liability is the default position, not an exception. Under the Senior Managers and Certification Regime, only senior management functions require pre-approval, and it applies to regulated firms only. Stated here because the softer, scarier version of each is common in this market and none of it is true.
02 — The work
Five things, bought one at a time.
Most organisations want one of these, not a programme containing all of them.
- Board effectiveness review
- What the board spends its time on against what it is accountable for, how papers arrive, whether challenge happens and where it stops. Written up, with the evidence attached.
- Governance design
- Committee structure, delegated authority, what reaches the board and in what form. Usually commissioned when an organisation has outgrown the arrangement it started with.
- One decision, worked through
- A single question nobody in the room can be objective about, taken apart with somebody who has no stake in which way it goes.
- Board composition and succession
- Skills against gaps, role specifications, and the sequence of a transition. Craig does not recruit directors; search firms do that, and an advisor who also recruits has a stake in the answer.
- Observation
- Attending as a non-voting observer where the question is about how the board works rather than what it decided. Confidential unless agreed otherwise, in writing, first.
03 — How it runs
Scoped, evidenced, delivered, ended.
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1
Scoping
Week 1
The question, who else needs to be spoken to, and what would count as an answer. Ends in a written scope with a fixed figure against it.
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2
Evidence
Weeks 2 to 3
Board papers, minutes, terms of reference, and interviews with directors individually. What the record shows is usually not what the room believes it shows.
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3
Findings
Week 4
Put to the chair first, then to the board. Uncomfortable findings are the ones worth the fee, and they are delivered rather than hinted at.
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4
Close, or continue
From week 5
Most engagements end here, which is the intended outcome. Where a board wants continuing counsel, that is a separate arrangement agreed on its own terms.
04 — Whether you need one
Commissioned for a reason, not on a cycle.
The usual triggers
Stakeholder conflict stalling a decision. A board that has stopped challenging. Growth that has outrun the governance it started with. A chair inheriting a board they did not build. Investment or a transaction bringing scrutiny of how decisions are actually made. Or one question where everyone with an opinion also has an interest.
The commissioner is usually the chair, the chief executive or the company secretary.
When it is the wrong purchase
If the board needs a vote rather than a view, it needs a director, and the appointment is a different exercise. If the question is legal or regulatory compliance, it needs a lawyer, and Craig will say so rather than answer it. If what is wanted is endorsement of a decision already taken, an advisor who provides it has not advised anybody.
Any of that will be said on the first call, which is free and does not end in a proposal nobody asked for.
05 — Who carries it out
One practitioner, and no seat to protect.
Craig Fearn is a Fellow of the Chartered Management Institute and a Fellow of the Royal Society for Public Health, and was the Institute of Directors South West Ambassador for Wellbeing from 2021 to 2026. Board-level advisory work since 2021 spans NHS trusts, technology, financial services, manufacturing and premium spirits. Board problems repeat across sectors more than boards expect, and having seen the same failure somewhere else is most of what an outside view is worth.
Lighthouse Mentoring is a sole trader
The person who scopes the engagement is the person who does it. Nothing is passed to an associate network, because there is not one.
Not sure this is the one you need? Compare the three engagements.
Questions before engaging an advisor
Common questions answered
What is the difference between a board advisor and a non-executive director?
A non-executive director is a director in law. They are appointed to the board, named at Companies House, and carry the statutory duties in the Companies Act 2006, which are owed to the company itself rather than to its shareholders. A board advisor holds no appointment, no seat and no vote, and their obligations are contractual.
That is a limitation in one direction and the point in the other. An advisor cannot vote, so cannot carry a decision. An advisor also cannot be captured by the board they are assessing, can be scoped to one question, and can end.
When is board advisory the right thing to commission?
Usually when a board has a question it cannot answer from inside the room. Stakeholder conflict that is stalling decisions. A board that has stopped challenging and knows it. A governance structure that fitted the organisation three years ago. A succession nobody has started. Or one decision where everyone with an opinion also has an interest.
It is not the right purchase when what is wanted is agreement with a decision already taken. That is available more cheaply elsewhere.
Does Craig attend board meetings?
Where the question is about how the board works, yes, as a non-voting observer. Watching one meeting tells you things three interviews will not: who speaks, who defers, what gets nodded through, and where the real decision was made before anyone sat down.
Where the question is a specific decision or a structural one, observation usually adds nothing and the work happens in sessions outside the board. What is observed stays confidential unless something else is agreed in writing first.
How long does an engagement last?
An effectiveness review or a governance redesign is typically four to six weeks from scoping to findings. A single decision worked through can be a fortnight. Continuing advisory, where a board wants counsel available, is agreed separately and reviewed rather than rolled over.
Advisory work that has no end date has usually stopped being advisory.
What does it cost?
It depends on scope, how many people need to be interviewed, and whether board observation is included. The scoping conversation produces a written proposal with a fixed figure before any commitment, and the first conversation is free.
Still have questions?
Get in TouchStart with the question the board is stuck on.
Most board problems do not need a diagnostic. They need somebody outside the room to say the thing everyone in it can see. The first conversation costs nothing and does not end in a proposal you did not ask for.
Written on this
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