Governance Bites #153: Changing the board as the business scales, with Nigel Scott

How does a board evolve from survival mode to strategic scaling? In this episode, Mark Banicevich interviews veteran director Nigel Scott on the high-growth governance journey. Discover why the hands-on "smart capital" approach of startups must shift as businesses mature. Nigel breaks down the "nose in, fingers out" philosophy, the necessity of skills matrices, and the warning signs that a board is no longer fit for purpose. From bootstrapping to offshore expansion, learn how to refine your leadership team and avoid the trap of hanging on too long.
Nigel Scott is an accomplished Board Chair and Director, bringing a sharp strategic focus to his governance roles. He currently chairs the boards for Gilligan Sheppard and Peninsula Credit Fund, specialising in business transformation and risk management. His extensive experience includes serving as Interim Chair for BoardPro, a leading board management software firm, and holding Independent Directorships at Punakaiki Fund and Kōura Wealth. Nigel is renowned for his "outside-in" perspective, using commercial acumen to build consensus while pragmatically challenging boardroom views.
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Transcript

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Oh, hi everyone. My name is Nigel Scott. I'm a chair and independent director, and also a non-executive director across a range of businesses and charities. Prior to that, I was a senior executive in financial services before moving into governance. I tend to focus now on early-stage, high-growth businesses. One of the very important topics in that space is changing the board as a business scales, which is what we're going to be talking about today. Hi, welcome to Governance Bites. My name is Mark Banicevich and, as you just heard, today I have the pleasure of spending time with Nigel Scott. Nigel, thank you very much for your time. Pleasure. This topic is a really interesting one about changing the board as the company scales. And as you said, you do some governance work in startup businesses as well as scale-up businesses, so you've got some experience in the space. So, the first question I have for you then is: what fundamentally changes in governance when a business moves from startup through to scale-up? Yeah. So, it's around the state of the business, what the business requires, and the evolving strategy. And it is quite a different skill set from being on a startup board through to a scale-up. For directors, they've really got to look at it and go, “Look, am I good for the journey throughout that cycle?"Have I got an interest and specialisation in more than one over the other?” And really, the trick is the director being honest with themselves and going,“Actually, at what stage and where am I going to play?” And also, the chair of the board having that oversight and going,“What does the company need? What does the board need? And have I got the right skills around the board table?” And have enough courage to make those calls, because they can be challenging. Right. That makes sense. What triggers a founder-led board to stop being fit for purpose? Yeah. So, you've really got to look at it. You can do board reviews, you can do skills matrices, which I'm a big fan of. And as a business matures, you really should be sitting down at least annually, and looking at your strategy and what you've got coming up, and going,“Okay," like a CEO [Chief Executive Officer] does with his management team,"Have I got the right leadership team"around me to deliver what I have promised to the board?” And then, as I said, with the chair, they've got to look at it and go,“Have I got the right set of skills to support the management as we transition"and deliver on the strategy? And have I got the right people around"the oversight and the skills to add what the business needs?” Right. What are the warning signs that a founder-board dynamic is not serving the business anymore? There's always the challenge where people are like, “Oh, I've still got more to add, and I've been here a long time, and I've"got this amount of experience,” and so forth. So, you've really got to come up with some ways to prevent that. But when you start to hear that language come in, or you start to get more disagreements, and then maybe a little bit of politicking starts to go on, there's some of the triggers to go, “Actually, maybe the board's not that harmonious."And is this going to improve, or isn't it?” Everyone likes the excitement and the challenge of being in a startup to scale-up, but not everyone's fit for the journey. Yeah. Right. You mentioned before board evaluations. How frequently would you do those evaluations in the early stage of a business? Because that's probably one of the key methods, through some honest feedback, that you identify those gaps. Yeah. It really comes down to how you select your board, because a lot of it in the startup is, “Oh, who's put in"the biggest cheque?” or“Who do I know?” and these sorts of things. It's not always the right way to look at it. Looking at the board evaluation, and there are a number of ways to do it. As a business gets more mature, you can – and we have done this – actually have a board observer come in from a board evaluation business and actually see the dynamics at play. Right. And then they've done separate interviews with directors and provided feedback, which has been quite illuminating. But, of course, you don't really have the time, or maybe even the money, to do those in the earlier stages. So, you can do your own skills matrix. The way that we tend to do it is, we'll do a board evaluation once a year. That's really as simple as a set of 30-odd questions that each director answers. And then we collect it and discuss it as a group. But the skills matrix is the right one. And the one that I use, which has evolved. And I do tweak it for different businesses. That might have 15 to 20 different skills that we're looking for, whether it's governance or maybe some operational expertise or industry expertise, and then right through to marketing and legal and the usual housekeeping-type ones. And then we just look at it across the board and make sure that we're trying to cover everything and not doubling up on too much. Otherwise, we'll end up with a bit of groupthink and everyone approaching it from the same perspective. Right, right. That makes sense. What is the primary role of the board at startup stage versus scale-up stage? Yeah. So, probably in the early stage, it's about survival, right. That's access to capital, what I call smart capital. And this is where you can use your shareholder base quite strategically. We don't just want investors that are along for the ride and want to get an update every quarter or half-year, whatever it is. You want people with connections where the CEO or the MD [Managing Director] can ring them up and go,“Hey, I've got a bit of a problem,” or“Do you know this person that you could"introduce me to?” And that's also a challenge for directors because, as I like to say, it's noses in and fingers out. So, you've got to be careful not to cross that line where you're in there being an executive or,“This is how we did it in my day.” You've got to let the MD or the CEO run with that freedom, but they have to be supported. Yeah. And that's really important, because you're basically bootstrapping a business in the early stages. And then, of course, as a business gets further along and bigger, and if you're going into different markets and offshore expansion – which we're doing with one of our businesses – that is quite a different skill set. You go, “Okay, well, we've got to go and crack this market. Who do we need to get in to help us do that?” And that's very different from setting up on day one and getting the business moving. Yeah, right. So, a couple of things in there. One is, at the early stages, your directors are often also going to be almost consulting to the business, as well, whether it's providing skills or providing resources, contacts, those sorts of things. And the major need of a business at that stage, as well as that initial skill set, is money. So, there's a huge portion is going to be capital raising. And then, as you scale, the capital-raising necessity will hopefully reduce, although sometimes that expansion requires its own capital. Yeah. But you're going from startup capital, more into second-round or third-round raises, which can be a bit different in itself. But then you also need expertise in different areas, such as different markets and international expansion, those sorts of things. Yeah. And the capital is an interesting one, because the normal lifecycle of a business is, “I've got a great idea.” You rope in the friends and the family and their connections. Then you're into the high-net-worths, and then you're into maybe VC [venture capital ] or PE[private equity] or institutional money over a number of years. And that's quite different to have to... They're different audiences, right. Yes. They need different things. And the more you get into that mature, the higher the degree of information the investor wants. The reporting that they want. They're looking at the board a little more critically, particularly if you're an institution, and going, “Actually, who are these people?"Do I know them?” And they might even want to talk to them, as well, not just the chair. Yes. And then you sort of get into the whole thing around roadshows, and keeping your investors up to date, and that sort of thing. So, the need for capital will always be there, but the type and the source of capital will evolve and be quite different. Yes. That makes a lot of sense. How does the balance between governance and hands-on support shift over time? I guess we've kind of alluded to that earlier – that in the early stages, your director is probably going to be providing a lot of support and scaling back as the business scales and you get more money and expertise to be able to hire full-time people into the business. How does that change? Yeah. It's an interesting one because, you're at the start, you're involved. You're asking a director to come and actually do something, and then at some point you're kind of asking them to not to do something, right. And I've had challenges in the past where it's taken quite a bit to get founder-shareholders, who have participated in the business – and rightly so – actually out of the business, right. And that's been a challenge. It can take some months. And you've got to, when they come out, give them information in a different way. But you've got to have the conversation and go,“Hey, look, we've just taken on a Head"of Sales or a CTO [Chief Technology Officer] or Chief Revenue Officer," whatever it happens to be."Thanks for what you've done in the past.” But it's not a here-today-gone-tomorrow discussion. It normally evolves over time. Yes. Which makes it a little bit more awkward because it's a transitionary process. Yeah. Because a new person coming in full-time or part-time, or whatever that may be, will probably lean on that director in the first instance, to get them to learn the ropes. It's important for them to get the history. But if you're recruiting into a business, and I've been the CEO of a business, you're bringing someone on because you've got a job they need to do, but you also bring them on for their ideas and their input, particularly at the leadership level. And so they've got to have the freedom to be able to do that. And one thing that does make a leadership team nervous is overreach by a board in their day job. Right. Yeah. And it makes it awkward. So, once you've got that leadership team in place, it has, the chair has to kind of pull the director team back, and say... Yeah. So, what we'll do is, as we have our board meetings, we'll normally schedule the leadership team. They might present two or three times a year, and that's how we get their view. And then they come in and speak to their part of the business. Whereas earlier on, the CEO tends to front to the board and everything kind of goes through them. Yes. Yeah, right. We've talked a little bit about this, about board composition, and how that changes as the company grows. Initially, you're going to be bootstrapping, as you said before, so your early directors are going to be quite hands-on. How does the board composition change as the company grows? Yeah. You've got to keep coming back to that skill set and back to your strategy, right. So, "This is what we've got to deliver on." Which is exactly like, as I said before, how the CEO would approach – and the board would expect the CEO to approach – their leadership team. Yes. Like that evolves. And the board is no different. And one approach that I favour is that the board has a defined term for a director, right, three years. Right. And then, at the end of the three years, because ultimately the shareholders make the decision, right. Yes. So, the chair has to go back to the shareholders and go, “Well, we want to renew this term because this person adds this,” or you know. But it's also a natural point to go, “Actually, there's a review period in here.” And I think when there's a defined review period like that, everyone has an expectation that there has to be a look at this thing from both sides. Is it good for another three years or not? Right. And when you look at something over the next three years, that's quite a long time horizon. It is. It is. And it's a lot better to do that than have someone who's just sitting on the board and you go,“Hey, your time's up.” Would you tend to have people for a full three years in that initial stage, or would you tend to have some shorter terms? And I guess one of the things that comes out of this is you ultimately don't want your terms of all of your directors ending in the same year. No, you don't. You want to stagger them. You want to stagger it. Exactly right. I've been, one of our startups that we did, the person that I took over from was really an operational COO [Chief Operating Officer], was their background. And that was great for setting the business up on day one and getting the infrastructure going and the piping and all that. And then it was more of a growth-distribution story, so I came on after a year. And I've been on that board for a number of years now. Right. Yeah. So potentially, when you first, and you don't necessarily have a board on day one, right. Sometimes the founder will start the business off for a few years, and then reach a stage of maturity where they want to. Yeah, you might have an advisory board. But having terms – more importantly, when you're assembling the board – is around expectations, right.“We're bringing you on for this purpose.” And the director should be asking this, as well. “How long do you think you might need me for?” If it's something specific. If it was entry into another market, that's quite a different thing than if the business is mature in there, and so forth. If there's something in that scope that lends itself to a certain period of time, then that really should be made known up front. So, you might bring a director on in the early stages in particular for one or two years rather than a full three-year term. Yep. Right. It does take a while to add value as a director. Otherwise, you're probably more into an advisory, which is a little more targeted, and it's a bit more specific. And we've had an adviser in one of our businesses. And he was a board adviser, and his mandate was 12 months. Right. Right. So, it wasn't worth bringing him on for the entire governance journey. Nor did we want him in the business doing the doing. But he bridged the gap between the board and for what we needed in that specific 12-month period. And at the end of it, we shook hands and said,“Thanks very much.” Yeah. Awesome. What skills are critical at startup that become less relevant at scale, and vice versa? Yeah. I think in those early days it's resilience. As Mike Tyson says, “Everyone's got a plan until they get punched in the face.” We've all done three-year strategy plans that last about five minutes, right. So, it's having that ability to pivot and deal with things, but be a stable resource for the CEO or the MD, because they're the ones in the middle, right. And the way that it gets, as a CEO, it was articulated to me, he said,“It's like being in the middle of an hourglass. I've got the board here and I've got management here,"and I'm kind of that lonely bit in the middle where all the tension's coming through.” And you get a lot of that in those early days. Yes. It's great ideas and then, oh, you've got competition, you've got product, you've got pricing. The biggest thing is probably people that come in that are generalists at the start, and as the business grows they get more specialised. One of our businesses, the MD in there hasn't managed people before, and I personally have done a lot of it. So, I will tend to help him out on some of those things on an advisory basis because you're hiring and restructuring and growing. It's a lot more around that growth piece, whereas further on it's a little bit more around monitoring. Right. So, would it be fair to say then that in the early stages the time commitment for, other than the chair, would be a lot greater because you're doing a lot more of that hands-on support? And then, as the business scales, you're kind of stepping back to, as you say, monitoring and maybe doing board meetings and committee meetings, and so forth. Yeah. Absolutely, I'd agree with that because, if you look at founders by their nature, they're entrepreneurial. They work for themselves because they don't really want to work for anybody else. They literally start with two or three people. But as the business gets more successful, you going, “Well, hold on,"you've now got a leadership team of eight people and you need"to be doing KPIs [Key Performance Indicators] and performance reviews"and policies and procedures,” and their eyes glaze over.“That's not really for me.” So, that's quite a different skill set. Yeah. When a company first starts up, its board is, as you've mentioned before, likely to consist of people that the director knows who most likely have invested in the business in some way. Yeah. At what point should independent directors be introduced to the firm? Yeah. It's a good one because there's no doubt that in startups and early stage there are some directors that will buy their seat, right. Because they'll go, “Well, I've put in X amount and I've got X per cent and therefore"I should have one seat on the board,” or a representative, and these things. Very common with VCs and PEs, too, right. Very common. And the founder sort of sits there and goes,“Well, look, I really need the cheque.” And then this sort of person comes on, and it doesn't mean that they're actually fit for purpose, or not, right. I've seen plenty of those things where you get in and you're like, everyone's here because they put money into the company, right. Yeah. The way to break that, without going to them and saying, “Hey, your time's up,” and having a board blow-up, are the independent directors. Once again, it's back to,“Okay, what gaps have we got?” You get a lot of directors who've been accountants, and been lawyers. And years ago, that was probably a good thing to have on a board. And it was where governance kind of naturally ended up. But now it's more around strategy and M&A [mergers and acquisitions] and other things that you've done to grow a business, and these things. So, having an LLB [Bachelor of Laws], or you're a chartered accountant, it's not enough, right. Yeah. But that's down to the chair to manage that. Bringing on an independent, at least one or two, is quite good too because also, when people have bought in or are shareholders and they're on a board, there's voting blocks and other dynamics that get in play. Yeah. And I've seen shareholdings weaponised around the board table because of that. And having an independent director can be a circuit breaker. Right. And particularly, you've got the issue there where your duty as a director of a company is to the company. Not to your own interests as a shareholder. It's a really good point, and I have to remind people of that. You have appointment rights and you're there because so-and-so appointed you, or whoever it was. Yeah, your duties under that [Companies Act 1993], they're to all stakeholders, right. Yes. And that's really important. Another interesting question that comes out of that: if you're in an exciting startup, and looking at a role as a director coming in independently, there must be a real incentive to say,“I want to put some skin in the game here,"because I'm really excited about this business.” Yeah. So, how independent do independent directors remain? Yeah. So, I invest in the companies that I'm on the board of, because I like the story and I like the people. And I think shareholders, on the whole, like to see directors have skin in the game. The IoD [Institute of Directors] rule, which is the one I kind of go with, is anything under five per cent is, you're classified as independent. Right. Yeah. Right. So, as long as you're not a majority shareholder, or a... Yeah, you can't be. Some of the ones I'm involved in, I am a non-exec [non-executive] not an independent director. Probably, I think I'm in, maybe two of my six, something like that. An insignificant shareholding. Yes. Is classified or something. One day, hopefully significant. Yeah. Or hopefully the business scales as such that your less than 5% is worth some good coin. Yeah, I know, exactly. How do governance expectations shift once the, you mentioned this before, the institutional investors, once they come in? Once your VCs and your PEs and stuff come in and say,“We want a seat at the board,” how do the governance expectations change? Yeah. It changes quite a lot, particularly around the flow of information, the cadence of reporting, and the quality of it, as well, right. You have a different expectation, because you have to remember that VC and PE investors are there for their investors. Yeah. And so they've got reporting that they have to do, because some of these funds are actually pretty large. Like $100 million, $200 million. They might have NZ Super as one of their investors, or ACC [Accident Compensation Corporation], whatever. So, they've got to report back to their people, too. So whatever they need, it kind of flows through, and it ends up in your boardroom. Yeah, right. Does the cadence of the meetings change? Presumably, once you get, your institutional investors will often be in the boardroom but not in the business. Yeah. And we've talked before about how, in the early stages, you're very supportive, and in the later stages you're stepping back a little bit more. So, when you're stepping back, you tend to want meetings about every four to six weeks, right, so you get that regularity of reporting. Yeah. And you know, how frequently the board meetings at the early stages? Are they also frequent because you're doing so much or does your cadence change? Yeah. You'll probably find in the early stage, it's every month. And having been a CEO in a business where you're reporting to the board every month, there's a lot of work that goes on for that. And it's actually, it can be a major distraction, because the board members want their board papers out three days, four days before the meeting. Your board pack could be 80 to 100 pages. You've got to get it all from your leadership team, and you've got to critique it. So, there's another week. You're starting to... You end up just working reporting cycle to reporting cycle, right. Yeah. You've got to look at it and go,“What's the benefit of that?” A couple of the boards that I'm on, at the end of last year, we're well established now, and we said, “Okay, let's make the governance fit for purpose.” Because you can always have an unscheduled meeting if there's a problem, right. And so, one of those ones, we've moved down to eight a year. Okay. And then another one, we do every second one via Zoom and it's more, probably, around dashboard reporting, and a little more operational around metrics and those things. Yeah. Then the other one, the others, they're all in person and they're way more strategic. Okay. You know, yeah. And that's how we, kind of... So, your reporting differs for each of those meetings. Yeah, yeah. Okay, okay. Are your meetings then tied to, because with a number of eight, it makes it quite difficult, are they tied to quarters in some way? Yeah. You've got to do it around, say year-end and then audits and things like that. There's definitely things that you go,“Okay, we need to have them around these dates.” Yeah. You want your final budget sign-offs and all those sorts of things need to be done by March, and those things. We always sit down, usually November the year before, and we'll do the annual board work plan. Right. Then we'll look at the meetings and make sure everyone can make all those. Important to have your holidays scheduled well in advance. Then we roll with it from there. There are times where you've got to go, “Hey, something's come up. We all need to jump on a call for half an hour.” And everyone knows that's an expectation. But it's not that often you have to do that. No, no, that makes sense. Where do boards most often get it wrong during this transition from startup to scale? Hanging on too long, right. As I said before,“Oh, I've got more value to add.” It's no different than if you've ever had to transition a CEO out of a business. That's a tough gig, right. Yeah. And it's no different with directors. And also with chairs, as well, right. I came in and I was talking to someone the other day, and they asked me a question. And they said,“We've actually got quite an established board. And we've got directors that turn up late, send in apologies,"leave early, and these things." So I said, “Well, to me, that sounds like they're no longer engaged.” They've actually been on the board quite a while. When you're starting to see signs of fatigue, or even boredom, I don't know what it is, but you want people there for a reason. And as I say to the CEOs that I'm chair of,"Your board meeting is your chance"to sit down with these four, five, six people and actually present"the issues that are really keeping you up at night, what's keeping you awake, and what you need help with." That's what a board meeting should be about. I've seen CEOs come in, and they treat the board meeting like an audit. And they just don't want to be there and get asked the tough questions, right. So you've got to change that narrative and encourage people to be in there. That means you've got to have the right people around the table. Yes, yeah. So, as you say, you'll get the ones saying, “I've still got more value to add." But you'll get to the point where the value that you add is less than the value of the other person that could come in and could replace you. Yes. And sometimes you might say, “Okay, we kind of get that.""Why is that?" "Oh, it's because of A, B, and C.""Okay, well, A, B, and C will be done within six months"or done in a year. So at the next AGM [Annual General Meeting] we want to bring in someone different.” So, there're softer ways to do it. Right. You don't want to leave it hanging out there and ignore it. No, absolutely not. Yeah. Yeah. I guess a good director should also always be of the mind that their time on any board is going to be limited. Yeah. And they should see that cycle. When you do your board evaluation, or work through your skills matrix, you should say, “Actually, I'm not the right person for this role anymore,” and then step aside. Yeah, look, I absolutely agree with that. But ego can get in the way. Most of the directors that I'm on boards with have, they've all been senior executives, C-suite [Chief ... Officer]. They've dealt with these problems in their own leadership teams all through the course of their career. Yes. So, they shouldn't be surprised at any of this, because we've all had to do it as execs. Yeah. Yeah. Yeah right. What's the, you've alluded to this a little before around the frequency of reporting and how that can become distracting from running the business, particularly in the early stages. Yeah. What’s the right way to phase in governance without overwhelming the business? Yeah. So, it's about being fit for purpose and going, “Okay, what is it that we want to achieve out of the board and the board meetings?” Because reporting for reporting's sake, you might as well just send out the pack and send in any questions. You've got to be able to toss around these ideas and the issues. Yeah. So what we do with our CEOs is, in their CEO report, they'll actually have, “These are the three or four things I want to talk about this board meeting,” which they should have agreed with the chair up front.“And these are the three or four things that"are keeping me awake and the issues I've got to deal with," right. And the good thing with that is, it focuses everybody. Going,"Right, we've got to talk about these." We can all read finance reports, and HR[Human Resources] reports, and operational reports. That's just kind of given. And you can take it as read, and if you've got any questions. But you really want to spend the bulk of your meetings talking about that, the more strategic things. Which also would make the CEO feel more supported.“These are things I need help with.” Yeah. Well, like I said before, you've got to give them the environment to go,“Actually, I've got to bring these things to the table.” Because occasionally, you do come across something, and the worst thing as a director or a chair, my policy is no surprises. And that works both ways. Yes. But having those. And look, things happen. I get it. But also there's usually some lead indicators. You go,“Why didn't you tell me? You know, we could have dealt with it,” and these things. So, you've got to provide that kind of safe environment for them. Yeah, absolutely. Yeah. A final question for you that's very general. Sure. What's the best governance advice you've received? So, when I first started down this route, I had a coffee with one of New Zealand's really well-known directors. And he said to me, “It's never been harder, and never been easier, with respect to getting into governance.” And, harder from. Sorry. Easier from the sense that the old boys' network from years ago, where they probably did all these things and got each other on the same boards and probably had their meetings at the Auckland Club, that's all gone. But he said it's harder in the sense that,“What is it that you bring to the board?” Right. And I've had loads of ex-colleagues from companies I worked with in the past ring me up, and I go, “Oh, I've left my exec[executive] role. Now I want to get into governance.” And I go, “Well, that's fine. So, what are you going to bring? What's your elevator pitch?”“Oh, finance,” or “this,” or “that.” I'm like, “Well, they're operational things that we've already got a team doing,” right. And so, it takes quite a bit to get your head around, what it is that you bring, that is of interest to someone, that can really help look back and go, “Actually, the business went from here to here, and I was a part of that,” as opposed to functional expertise. Yes. And I think it takes quite a bit for people to get their head around it. It's not normally, when I throw them that question, it’s not normally one that they can answer. I mean, I couldn't when I first did it. And I actually went away, and it took me quite a while to get my head around,“Okay, well, where do I want to play? How do I want to play?” Like I say, now, with early-stage, high-growth businesses. And I like those, because it suits me better to get involved, help out, I like the excitement and the challenge of it. Being in a big corporate, coming in every six to eight weeks with 700-page board packs and asking the same questions just doesn't spin my wheels. But I know plenty of people that do that. So, when I got asked, it was on the end of that comment. It really made me think, actually. Which is where I've ended up. But it took a while to get there. Hence, as you also, I suggested earlier, the move in some spaces away from having boards full of accountants and lawyers. Yeah, for sure. And towards people that have diversity of experience. Yeah. You really want people that have been there and done it from a range of perspectives. We've got entrepreneurs on our boards. We've got CEOs, senior executives, people that have done offshore expansions, all these things that are really tied back to the strategy. To the needs of the business. Yeah. So then, when you're tossing an idea around the table, you're getting five different perspectives on it. That's really important. Otherwise, you get groupthink and confirmation bias, and that doesn't really help anyone out. Nigel, that's been really cool. Thank you so much. Pleasure. I'll look forward to catching up again soon. Excellent. Thank you very much. See you next episode. Thank you for watching this episode of Governance Bites. We have more episodes on YouTube and your favourite podcast channel, where I interview directors and experts on various topics relating to boards of directors and governance. We'd love to see you back. And please like, subscribe, and share the videos and podcasts.