© Copyright Genius Methods Limited 2014 Page 1 of 7

corporate Governance panel debate series

Tone from the top: understanding

the role of the chairman WHITE PAPER BASED ON 26th February 2014 DEBATE HELD AT THE raf Club, London

The latest in Genius Methods’ Corporate Governance Panel

Debate series brought together a wide range of experts in the

field to discuss ‘Tone from the Top: Understanding the Role

of the Chairman’. Please review the panellists listed at the

end.

The panel was chaired by Sharon Constancon, CEO of Genius

Methods who set the scene of boardroom realities, known to

the public … “PPI mis-selling, LIBOR fixing, Deep Water

Horizon, horsemeat, Co-op, Flowers, BBC & Jimmy Saville to

name just some of the more publically known scandals that

have impacted Boards very recently and offered us lessons”.

The question – what is expected of a Chairman over and

above what the text books cover? The debate covered setting

the tone, ethics and culture, of doing the right thing, handling

difficult situations, communicating with the media and

stakeholders and being forward thinking; delivering strategic

thinking and vision within the culture, being the eyes on the

horizon and ears to the ground on behalf of the executive

team and mentoring the CEO though the minefield of day to

day challenges.

The reality – a tall order for a chairman to navigate over and

above legal responsibilities, duties of care and principles of

business! Who would want to take on this role for often little

reward and high personal and legal risk and then mentor on

average two (FTSE statistics) and often three CEO’s during

that term? One cannot help but think of the Queen and

respect the role she plays mentoring Prime Ministers. Non-

executive Chairman are expected to work 1 to 3 days a week

with Board and Committee meetings ranging from quarterly

to monthly.

The role – Chairman’s effort and legal responsibilities are

escalating, risks are real and public profile is paramount yet

remuneration is a fraction of that earned by executives. “The

Chairman brings experience, leadership and stability, steering

the organisation and keeping management accountable to

the strategic vision, encouraging creativity and foreseeing

strategic risks” says Sharon Constancon.

Characteristics of a good chairman

Our esteemed team defined the following characteristics that

would embed an appropriate “Tone from the Top”:

- Values, ethics, commitment

- Skills, experience, knowledge of the industry

- Communication, chairing competence, listener

- Respect of others, earns respect, respects regulation

- Vision, see horizon, strategic thinker

- Alert to risks, senses unknown, sees opportunities

- Mentor, supporter, decision maker

- Leader by example, visible, company agenda first

- Media savvy, digital & IT, changing external world

SYNOPSIS OF THE bp experience

David Jackson, Company Secretary or BP and formerly the

General Council and Company Secretary of Powergen

summarised key “Tone from the Top” learnings of his career

to date.

David noted that he had seen the leadership changing from a

combined Chairman and CEO, CEO style predominating,

supported by combined General Council and Cosec roles to

today’s model. Good governance defines the leadership role

is split between the Chairman leading the Board and setting

the tone, with the CEO leading the organisation and the

CoSec being the guardian of good governance.

© Copyright Genius Methods Limited 2014 Page 2 of 7

The role of General Council and Company Secretary has also

split and the CoSec governance agenda is the key driver and

the role is focused to support to the Non-Executive

Chairman.

David has worked with many Chairmen and the “tones” have

varied from legal, compliance, political, performance to

ethical, strategic, safety and transparency.

In David’s view, the true leadership qualities are shown in the

face of a crisis and true culture change can only readily occur

with a high degree of turnover on the Board; a change of one

NED, unless it is the Chairman, has little opportunity of

making a real impact.

Chairmen and NED’s need to be media savvy and in tune with

social media and public expectations. For example, BP

responded well on the ground to Macondo but did not

handle the PR response correctly – the reputational damage

has been huge - the share price has not yet fully recovered.

Additionally there are risks faced when heads are down

coping in that the world continues to move on and change

and Board behaviour can quickly be out of sync with best

practice.

Another change experienced in David’s time and correlated in

other FTSE companies and particularly the financial services

sector is the mirroring of Board Committees at management

level; providing direct line reporting, focus on the detail, the

strategic vision and all risks.

Planned succession can create inertia in the last chapter of

tenure and sudden change in a Chairman can leave the Board

rudderless. Chairmen need to be wise to human traits and to

avoid inertia, lack of direction and therefore risks to the

organisation, Nominations Committees need to be ready to

start recruiting immediately.

A learning for BP has meant that a key required character

trait prevalent in the CEO is the alignment of their values to

the BP ethical culture.

In summation David stated that Chairman and NED’s are

more accountable to shareholders today than ever before,

needing to engage in the detailed conversation

Culture & VALUES

Bob Garratt a governance consultant questioned “where

does the definition of values start, transfer and end between

the Chairman and the CEO?”

The phrase 'Tone from the Top' gained traction after a series

of well-documented corporate governance failures which

highlighted the need for Boards of Directors to develop an

ethical culture. What impact has this idea had in practice?

‘We just need leaders to encourage us to be grown-up

human beings first and business people second.’

Roger Steare, Author of Ethicability

Every organisation has a set of values which can be revealed

by looking closely at the behaviours and activities

demonstrated every day in business. These values exist

whether they have been discussed and explicitly agreed or

not.

Values are represented in the culture of the organisation

Problems arise when the set of values have either not been

considered or constructed at all; or, most often, when they

have been set at the Board-level and have not been

successfully embedded at every level in the organisation.

Uncommunicated values ‘remain as mere words on the

corporate website, bearing no resemblance to the practices

and attitudes lived by on a day to day basis’ (Grant Thornton,

2012).

“The financial services sector is undergoing a step change

where Conduct Risk and Customer Focus are behavioural

cultures that have to be embedded, demonstrable and

evidenced to be in line with the expectations of the FCA”

stated Constanҫon who is Chairman of a financial services

board Culture and Conduct Committee.

Sharon iterated the FCA (Financial Conduct Authority), a spin

out of the FSA, are forward looking into the realms of

behavioural economics to ensure that the correct cultures to

support good customer outcomes are prevalent in our

financial services market. Many would state that this is

needed but however simple it sounds, it is not an easy

transition for management as witnessed by Constanҫon in

her Board Evaluation work.

Barriers to effective leadership and business have been

highlighted time and time again; badly managed crises and

ineffective leadership. Genius’ question is, how can Boards

© Copyright Genius Methods Limited 2014 Page 3 of 7

best be advised to implement and embed values and ethics

throughout their organisations?

The Role of the Chairman

The role of the Chairman is a nigh impossible task that comes

with huge expectations and responsibilities. Through crises or

changes in CEO’s, the Chairman must oversee the proper

steering of the organisation for its long term sustainability.

These days, Chairmen often serve for 9 years with CEO’s

serving usually about 5 years in the FTSE 150 and less than 3

years in other organisations. This makes the Chairman’s role

in setting the ‘Tone from the Top’ a vital one.

‘It is not just the business you do but the way you do the

business that makes such a difference and it is the way

that chairmen conduct themselves that sets the

example.’

Sir Roger Carr, Chairman of BAE Systems

The ‘Tone from the Top’ is about the values of the

organisation over the long term. Corporate ethos should be

transmitted from the Chairman, who leads by example,

through the Board, the executive, management and down

into all reaches of the organisation.

The Chairman needs to lead a process for setting these

values, then for embedding them throughout the

organisation, and embody these values in their behaviour.

This key process can be facilitated externally to get the

creativity working and in co-operation with the Company

Secretary as the traditional ‘custodian of the company

conscience’.

However, the Chairman is a key representative of the

organisation, not only as a leader within the organisation, but

also as an outward facing position to the rest of the world

and the values must be represented and evident in all of the

Chairman’s activities and actions.

Long term VERSUS short term

One key issue for the Chairman and Board as a whole is

balancing long term values with investor demand for short

term success. It is a challenge for a CEO to drive the short

term success, deliver on strategic direction, appropriately

incentivise delivery while at the same time fully

encompassing the long term values, culture and ethics

defined by the Board.

Peter Montagnon, Associate Director of the Institute of

Business Ethics, suggests that “we need to revisit the question

of what corporations are actually here for. The idea that

corporations exist to increase shareholder value alone, isn’t

considered to be the full picture anymore”.

Peter’s view is that there are a wide variety of competing

interests at stake within a corporation and value setting is an

attempt to reconcile as many of these as possible to guide

the organisation in the right direction.

Incentive schemes, remuneration, expectations of delivery,

performance KPI focus, what is measured, personal agendas,

competitor behaviour, stakeholder expectations are all at risk

of creating counter intuitive behaviour to the culture desired

by the Board.

BARRIERS TO CULTURAL CHANGE

One study on culture change has found that when

implementing culture changes, it can take a year to get

through each layer of management. Even at the top level, it

can be very difficult to get behaviour and culture to change.

Bryan Foss explains “that when times get tough, boards tend

to revert to old ways. There is a tendency to believe that the

old, traditional way of doing things has a certain safety”.

The panel discussed and identified that in business many are

naturally risk averse. What is not always readily recognised is

that there are risks in change but equally there are also risks

in not making necessary changes and adaptations to new

environments and contexts.

Murray Eldridge, experienced business strategist, noted that

“culture change can miraculously occur when the ship is

sinking, but the problem is getting proactive momentum for

change in comfortable times”.

The Chairman’s challenge is to engender and motivate a

process of ongoing cultural development; rewarding the

people and the organisation for improved, less easily

measurable, behaviours that lead to a good business ethic.

Line of Sight

Oonagh Harpur an experienced Board Director and Board

Member of the City Values Forum, working to restore trust

© Copyright Genius Methods Limited 2014 Page 4 of 7

and build integrity in the City, raised the key issue of how the

Board can gain a line of sight right through the organisation.

“How does the Board most effectively keep their ‘noses in

and fingers out’?”

Oonagh’s believes a sound way to understand culture and

effectiveness is at the due diligence stage before joining a

Board; ask the CEO to let you see the reports; these may

provide some initial insights into the culture and

effectiveness of the organisation. “‘Tone from the Top’ after

all is not just about vision and values but also about people

delivering what is expected.”

How does the Board measure behaviour?

Examples were debated and the most unusual was the

recording of committee meetings and measuring the amount

of airtime being spent on each topic! Counting minutes, it

was agreed, was not likely to deliver the right outcomes.

More appropriate examples included carefully focused

questionnaires answered diagonally across the hierarchy,

mystery shopping, worker forums. third party reviews,

internal reviews, chatting to customers and asking

stakeholders.

Boards must determine what key outcomes and behaviours

they desire and construct measures that focus on the

outcome without unintended consequences. It will not be

perfect first time, as people are involved, so the process will

remain iterative as the measures improve and market

expectations continue to evolve.

‘That which is measured, improves.’

Peter Drucker

ACCOUNTABLE, SKILLS & EXPERIENCE

It is the Board’s role to hold management accountable to

deliver against the strategy.

The expectation of Non-Executive Directors is under the

spotlight – time, remuneration, contribution and liability.

Many board roles state they require 10 or 12 days a year of

their NED’s but in reality and given the huge responsibilities

today, this is no longer enough. In many large or regulated

firms 36 – 48 days is more realistic. Casal and Caspar, 2014,

state that 25 days is a realistic minimum. A crisis escalates

the time contribution of NED’s.

One panellist met with a Board and asked the Chairman,

‘how do your NED’s get out into the business?’, to which the

Chairman replied ‘we don’t encourage that sort of thing

around here’…. A warning to a prospective NED!

Work by Professor Andrew Kakabadse at Cranfield University

shows that 63% of executive directors believe that the non-

executive directors do not have the knowledge for the role.

This is likely to be twofold, industry and business experience

on the one hand and NED role competency on the other.

Constanҫon warns, from my observations during board

evaluations that “the research may reflect a different answer

if NED’s were to evaluate their peers; the reason for low

reviews of NED’s by executives is that the executives are on

the receiving side of challenge which is uncomfortable and

skews their responses”.

Notwithstanding this observation Constancon agrees that

often NED’s are not competent in the role from the

perspective of governance, knowledge and ability to

challenge appropriately. Being able to mentor and support

yet challenge rigorously for added value is not easy. The

boardroom is not meant to be a comfortable place but yet it

must not undermine management or fracture the team.

Qualifications such as the Chartered Director programme

offered by the IoD is one such way to equip non-executive

directors with a strong grounding in organisation direction,

strategic vision, corporate governance and the key business

drivers.

Boards lead constantly evolving businesses and it is becoming

more relevant for NEDs to get out into the business and

understand the business and the industry as much as they

can. The value is to better equip the NED’s to challenge

creatively, from a given point of knowledge yet in a focused

manner; to competently understand risks and strategically

see the right vision.

Knowledge and values are a good foundation to translate into

good leadership, tone and ethics. Therefore it is really key

that the Chairman is the leader in “tone” setting.

The counter fear from management is the risk of NED’s

knowing too much. In reality this is not the question or

desired culture, the real risk is the NED getting too involved

and not being able to objectively challenge the management.

© Copyright Genius Methods Limited 2014 Page 5 of 7

Risk management and STRATEGIC RISK

‘Tone from the Top’ is increasingly being seen as an integral

aspect of risk management. Empowering staff at all levels of

the organisation to take responsibility for their own ethical

behaviour and integrity.

Empowering rather than instructing delivers better, simpler

and embedded behaviours. Creating a culture of openness

allows space to ask difficult questions, particularly on issues

of ethics and integrity. Which in turn leads to better

governance and a Board truly engaged in risk management

from operational to strategic risk.

Richard Anderson, Chairman of the Institute of Risk Management, describes a motto for risk management as “the disruptive intelligence that pierces “perfect-place” arrogance”. Anderson notes that Boards are particularly immature at challenging operational risks; questions, if any, do not focus on what is missing and why risks rated as they are or how has the process evolved internally to result in the presented risk register.

The IRM have recently published an excellent guide on Risk Culture - frameworks, processes and standard wherein Anderson states “What is missing is the behavioural element: why do individuals, groups and organisations behave the way they do, and how does this affect all aspects of the management of risk? “

Murray Eldridge observes Boards spend a “very low amount

of time on strategy and the even lower amount is spent on

strategic risk. Boards can tend to get caught up with

operating risk, whereas focusing on strategic risk opens up

the opportunities that risk can provide”. An example was

provided that reflected complacency while things are working

well and carry on without thinking and invariably the stretch

point is reached and a crisis erupts.

Strategic risk assessment is looking in the less obvious places

for risk, the planning for the unknown and considering the

unlikely and to mitigate as much as possible and to be

proactive when the “left hook” happens. It appears to be a

common theme that strategic risks miss the risk register

which in itself can be a process rather than a live project.

Peter Neville-Lewis, founder of Principled Consulting,

discussed the relationship between risk, decision making and

values. He explained that “risk is the result of sub-optimal

decisions and decisions are based on values”.

The learning organisation

A key point raised was the concept of the ‘learning

organisation’. Even with the best set of values and the best

risk management systems, sometimes things still go wrong

and crises occur.

The true test of the organisation is whether it learns from

things that have happened in the past and uses these to

inform the company’s future values and activities. Business is

constantly moving on and the Board must negotiate crises

while still keeping a focus on strategy.

However, there is often a tendency to try to skate over

mistakes that have been made rather than to learn from

them. This is a natural human tendency and it takes the right

culture for individuals to be safe to learn from mistakes. A

culture shift towards openness, reflection and learning

creates a better, smarter and more ethical organisation.

A key set of values set from the Board level is an essential.

The corporate ethos may be promulgated and enforced

through inclusion in employees’ job descriptions and

operating processes. The Chairman leads by example as does

the rest of the Board. Each organisation will have unique

ways of engaging with their internal and external

stakeholders and communicating the values.

Compliance Versus Value setting

A participant recalled a board meeting attended which lasted

a whole day with the time spent entirely on compliance.

Regulated businesses, for example financial services and the

NHS, are driven by management’s need and efforts to satisfy

the regulator. An optimally run executive team should focus

on doing the right thing the right way which should

encompass the expectations of the regulator. This will leave

the Committees and Board to oversee and challenge not

allow compliance to override strategic thinking time.

The credit crisis did cause exceptional refocus in many

industries particularly financial services, which for last 5 years

had focused entirely on prudential risk to the exception of

the customer and other areas of operation.

© Copyright Genius Methods Limited 2014 Page 6 of 7

The pendulum has swung hard the other way and culture,

conduct and the customer experience are now the focus in

this sector requiring a complete mind set change of the

Chairman and the Board.

It takes a strong Chairman with good knowledge of the

industry to balance strategy, risk, business and the needs of

the regulator; keeping all in tandem at a focus and cultural

level and to embed the right behaviours such that natural

compliance is the outcome.

CHAIRMAN’S DUTIES & RESPONSIBILITIES

Bob Garratt noted “the focus on uncertainty is beginning to

develop in well led boards which often function with a virtual

‘Chairman’s Office’ populated by the Chairman and the

Company Secretary with the necessary support”.

This “uncertainty” being the challenge in relation to external

and internal environments and the organisation’s

understanding and mitigation of their impact. Typically an

uncomfortable place for the executive management who are

more familiar with certainties, registers and checklists!

Garrett explained: the Chairman Office focus is to “make

Board duties and responsibilities happen”. Therefore, the

Chairman leading on the definition of what is on the agenda,

what is discussed and then working with the executive team

for their contribution to the agenda and debates.

David Jackson explained how BP’s Board agenda had changed

over the years from the old style of “tell them as little as

possible” approach to the totally integrated role of the Board

today in leading the agenda, culture and debate focus to

enable the delivering key decisions.

Conclusions

David Jackson observed that “we all seem to agree on the

‘what’, the question is ‘how’?”

The conversation honed in on resources needed for the

“how”: knowledge, process and delivery. The need to turn

outside for this resource will depend on the organisation, the

type of resource and what is being addressed.

Risk needs to move from silos and a development of a risk

culture that at Board level is not about operational risk and

risk prevention but about entrepreneurial risk leadership

espoused by the Code and “looking forward to the horizon”.

McKinsey.

Boards are operating in an extremely complex space and

changes in the corporate governance environment are

rapidly evolving. Fresh thinking is required as organisations

will need to be creative and innovative in how they

communicate and embed the ‘Tone from the Top’.

Giving values and ethics real meaning and clout are of the

utmost importance in today’s corporate governance

environment and it is up to each Chairman to take the

initiative and show true leadership in setting the ‘Tone from

the Top’.

ALERT – bad leaders DO EXIST

Bad leaders exist and by definition, therefore there are bad

Chairmen; three crucial factors contribute to the success or

failure of a senior leader: BG Douglas Satterfield

Character

Leadership Style

Their Followers

Examples of bad leadership behaviours:

× Lack of direction (improper or no vision)

× Lack of energy and enthusiasm (no passion)

× Have poor judgement (poor decision-making processes)

× Don't collaborate (sees no need to enlist the assistance

of others)

× Resist new ideas (obedience is valued over creativity and

hard work)

× Lack interpersonal skills (also unwilling to improve social

skills)

× Don't develop others (interested for themselves, not

others)

© Copyright Genius Methods Limited 2014 Page 7 of 7

• demonstrating ethical leadership;

• setting a board agenda which is primarily focused

on strategy, performance, value creation and

accountability, and ensuring that issues relevant to

these areas are reserved for board decision;

• ensuring a timely flow of high‐quality supporting

information;

• making certain that the board determines the

nature, and extent, of the significant risks the

company is willing to embrace in the

implementation of its strategy, and that there are

no ‘no go’ areas which prevent directors from

operating effective oversight in this area;

• regularly considering succession planning and the

composition of the board;

• making certain that the board has effective

decision‐making processes and applies sufficient

challenge to major proposals;

• ensuring the board’s committees are properly

structured with appropriate terms of reference;

• encouraging all board members to engage in board

and committee meetings by drawing on their skills,

experience, knowledge and, where appropriate,

independence;

• fostering relationships founded on mutual respect

and open communication – both in and outside the

boardroom – between the non‐executive directors

and the executive team;

• developing productive working relationships with

all executive directors, and the CEO in particular,

providing support and advice while respecting

executive responsibility;

• consulting the senior independent director on

board matters in accordance with the Code;

• taking the lead on issues of director development,

including through induction programmes for new

directors and regular reviews with all directors;

• acting on the results of board evaluation;

• being aware of, and responding to, his or her own

development needs, including people and other

skills, especially when taking on the role for the first

time; and

• ensuring effective communication with

shareholders and other stakeholders and, in

particular, that all directors are made aware of the

views of those who provide the company’s capital.

Excerpt from the FRC Guidance on Board Effectiveness

The Chairman’s role includes…..

Written by Sharon Constanҫon, CEO Genius Methods Limited www.geniusmethods.com Tel: 01494 565 947

Board Panel David Jackson David was appointed a Director of BP Pension Trustees Limited in January 2004. David is Company

Secretary at BP p.l.c., and has held that position since July 2003. He is actively involved with the

Board and its Committees in the development of corporate governance. Previously he was General

Counsel and Company Secretary at PowerGen from 1989 to 2002 where he was responsible for all

legal matters relating to the PowerGen Group of Companies and all company secretarial matters

relating to the Board, its committees and their corporate governance. Prior to that David held a

number of legal positions with Matthew Hall, AMEC, Chloride Group, Nestle UK and Barlow Lyde &

Gilbert. David is Deputy Chairman of GC100, the Association of General Counsel and Company

Secretaries of the FTSE 100. He was previously on the Advisory Committee of the UKLA.

Oonagh Harpur

Oonagh has inhabited boardrooms for over 20 years as a CEO, Director and NED and Trustee in

both the private and not for profit sectors. She has worked in in the USA and UK and in local and

global businesses in the energy, health, financial services and professional services sectors.

Oonagh began her career in operational research and business strategy. Aged 35, she became

the first law firm CEO. In her second career, she developed her ideas about business values and

commercial success as the CEO of a national entrepreneurship campaign launched at No 10 by

the CBI, IoD and BCC. Her third career was at Linklaters, the global law firm, as Partnership

Secretary and Director of Corporate Responsibility. There, she led on governance and embedding

values across a firm that had tripled in size following five mergers. Oonagh is a Non Executive

Director of HM Treasury Solicitor's; Board Member, City Values Forum and Trustee, Scientific and

Medical Network. She is also one of Cranfield's FTSE 100 women to watch.

Murray Eldridge Murray has over thirty years of international experience in Shipping, Oil & Gas, Telecoms,

Water and Consulting. A board-level operator for the last twenty years, he has held executive

positions in Marketing, Sales, Strategy, Commercial roles and as Managing Director. He has also

held international non-executive roles. He has extensive experience in setting up and managing

international joint ventures and alliances (UK, China, Japan, and Indonesia). Murray is a

Chartered Director and this year released a must read business book “Leading High

Performance”. Murray applies winning principles of sports coaching to Boardroom leadership.

Professor Bryan Foss

Bryan has been an independent non-executive director (NED) and board level adviser for eight

years, having worked most of his 30 year career with IBM Corporation and previously with Nestle.

Bryan’s current roles include a Senior Independent Director and Risk & Audit Chair role with LSE

listed Motive Television PLC (broadcast software) also with aSource Global Group (Financial

services risk and assurance services). Previous NED and Audit roles included the government

Department for Work & Pensions, also the Department for Communities & Local Government.

Bryan also provides independent board advisory, interim management and business development

support to a number of start-ups and fast-growing commercial enterprises and is Visiting Professor

of Business-to-business marketing with Bristol Business School, also honorary president of the CIM

Finance Group and a member of the City of London Marketors Think Tank and has co-authored six

marketing books with Prof. Merlin Stone.

Genius Methods Corporate Governance Panel Debate:

Tone from the Top – Understanding the Influence of the Chairman

26 February, 2014 ● RAF Club, Piccadilly, London

The Panellists

Professor Bob Garratt

Bob is an International Corporate Governance & Board Development Consultant. He has 30 years

of international consulting on board and director review and development in Europe, US, China &

South East Asia, Africa, South Africa and Australia/New Zealand. Previously Bob was an Advisor on

Board Effectiveness and Corporate Governance at KPMG. Currently, he is a visiting professor at

Cass Business School, Chairman of the Unit for Corporate Governance in Africa at University of

Stellenbosch Business School and Director of Garratt Learning Services. His academic experience

includes The Management School, Imperial College of Science & Technology London; Judge at the

Institute of Management Studies, University of Cambridge; Ulster College, Belfast; Architectural

Association School, London.

Peter Montagnon Peter Montagnon became an Associate Director of the Institute of Business Ethics in Sept

2013 having joined the Financial Reporting Council as Senior Investment Adviser in May 2010,

after almost ten years as Director of Investment Affairs of the Association of British Insurers.

Previously Mr Montagnon was a senior journalist on the Financial Times, including spells as

Head of the Lex Column and in charge of coverage of the international capital markets. Peter

was a member of the European Commission’s Corporate Governance Forum from 2005 to

2011. He is past Chairman of the Board of the International Corporate Governance Network

and is also a visiting Professor in Corporate Governance at the Cass Business School of the City

University, London.

Peter Neville Lewis

Peter is a highly experienced Business Adviser, Coach and Mentor with over 30 years’

practical delivery at Managing Director level. Having trained at RMA Sandhurst, he left

the Army to work in the City and in the early 70’s started his own business which was

successfully sold to a quoted PLC in 1986. Since then Peter has held various independent

senior roles and Non Exec positions, as well as establishing two other businesses. Peter

now heads Principled Consulting which he founded 6 years ago to advise Boards and

Senior Teams on principles driven decision making and business ethics. He also delivers

the ethicability® courses and programmes originally developed by his business

colleague, Prof Roger Steare of Cass Business School.

Richard Anderson Richard, Chairman of the Institute of Risk Management , is a Chartered Accountant, a

former partner at PwC where he led the Strategic Risk Services practice in EMEA and until

recently was the Managing Director of Crowe Horwath Global Risk Consulting in the UK. For

the last seven years Richard has developed his own business as a governance and risk

management advisor to Boards. He has a particular interest in matters relating to ERM and

how that fits with Corporate Governance, and wrote a report on Corporate Risk

Management which addresses these topics for the OECD. He is chairman of IRM's Thought

Leadership panel and a member of the BSI Committee that produced BS31100.

Chairman for the Evening : Sharon Constanҫon Sharon is CEO of Genius Methods, a Board Evaluation and Board Development consultancy

that provides robust board evaluations for FTSE, Financial Services, public sector and private

companies. Sharon listed her previous financial services company on the Johannesburg Stock

Exchange in the late 1990’s. Sharon is a Chartered Director, MBA and Chartered Secretary

and has a passion for effective operation of business. Sharon is NED of Buckinghamshire

Building Society and an interviewer for the Chartered Director program of the Institute of

Directors. Sharon is South African Chamber, London Woman in Business, 2013.

Governance Panel