NED Engagement Process

A 45 to 60-minute conversation between Stephen McCormac on behalf of Ambrose and Bell and the founder, chair, or principal shareholder of the company. The agenda is simple. What is the business. What is the strategy. What is the board you have today and what do you want it to be. What problem are you trying to solve by adding a NED.

The conversation tests fit before either side commits time. We do not bring a pitch deck. We listen and we ask the questions an experienced NED would ask. By the end of the call we know whether the conversation should continue, and so do you.

If both sides want to continue, a two to three-week period of mutual due diligence. The company shares the last twelve months of management accounts, the latest filed accounts, the current shareholders' agreement and articles, the existing board pack template, the current D&O policy summary, and a written outline of the strategy and the value-creation plan.

We share the engagement criteria document, our written reference set, our biographical and statutory record, and any disclosed conflicts. We talk to two or three people inside the company at the layer below the board. The company talks to two or three of our existing references.

This phase is not a fishing expedition. It is the structured information exchange that lets both sides make a fiduciary decision rather than an emotional one.

If we agree to proceed, we sign a 12-month letter of appointment with three months' notice on either side. The letter incorporates the seven engagement criteria as binding conditions and references the commercial terms. The letter sets the start date, the appointment register filing, the D&O cover position, and the first quarter's board meeting calendar.

The letter is normally accompanied by a one-page induction plan covering the meetings the new NED needs to take in the first 30 days, the documents the NED needs to read, and the operating reviews the NED will sit in on.

The first 90 days are an active induction. We expect to give about three days per month at this cadence rather than the standard one to one and a half days. The work is heavier at the front because the board is owed a NED who is across the business, not one who is still learning it three meetings in.

Activities in the first 90 days include: a full read of the last two years of board minutes; one-to-one meetings with each member of the executive leadership team; a session with the auditor's lead partner; a session with the audit committee chair if separate from the appointment; a sit-in on at least one major operating review; a structured review of the risk register; and the first 12-month NED forward look at the agenda, papers, and decision points.

After the first 90 days the engagement settles into the steady-state rhythm.

Time commitment. One to one and a half days per month at standard cadence. Eight to twelve scheduled board meetings a year, plus ad-hoc meetings as required. Two days of preparation for each scheduled meeting. Membership of one or two board committees, typically audit and risk, with the additional committee time on top. Four to six hours per quarter for the structured agenda forward-look and chair conversations.

Board attendance. Every scheduled and ad-hoc meeting unless prior leave of absence is agreed. We do not take NED seats and then send apologies.

Advance reading. The full board pack read before the meeting, with written questions raised in advance to the chair where appropriate. Decisions are not improved by reading the pack in the room.

Annual review. A 12-month structured review with the chair against the engagement criteria, the contribution to board decisions, and the value being created or risk being mitigated. The review either confirms continuation, names changes that need to be made, or signals an orderly exit.

The default term is 12 months from the appointment date, with the expectation of renewal subject to the annual review. The default total tenure is three years, with the option to renew for a second three-year term subject to the independence position under the UK Corporate Governance Code. We do not stay beyond six years without an explicit board reset on the independence question.

Exit is by three months' notice on either side, or sooner where the engagement criteria can no longer be met. The exit is documented, the run-off D&O cover engages, and the post-exit handover is structured. We do not take post-exit consulting work for the same client for 12 months by default.