How to become a Host board
Host boards
We are always looking for progressive boards who would like to act as host boards and help in developing a wider pool of candidates for board positions. This will not only help boards with their own succession planning but also grow the top talent of the country as a whole.
The Board Apprentice concept has been created by board members for boards. It takes into consideration all the concerns a board might have about having an observer at the table.
It is not unusual for board meetings to have individuals other than the board members present in the room. Meetings are often attended by company secretaries, minute takers, advisors etc so the concept of a non-board attendee is not entirely alien.
How does it work?
With input from boards and CEOs of companies, we are identifying appropriate candidates for Board Apprentice.
We have in place a selection procedure to ensure that individuals put forward as potential Board Apprentices have the necessary insight into corporate governance and the operation of a board and that they will be of suitable experience and background to be able to become a board member after finalizing the Apprentice education.
The Board Apprentice candidate will commit to the time necessary to fulfil the duties of an appointed board member effectively. They receive and read board packs, attend board and committee meetings and share their views with the board when invited to do so. They would attend General Meetings and also participate in board activities that take place outside of meetings.
Board Apprentices will sign a letter of appointment, which will include confidentiality and competition clauses, with the Board for a term of one year. The position will be unpaid and the Apprentice will fund his/her own expenses in connection with the education. They will not be appointed as a Director of the Company.
Host Board Criteria
A Host Board needs to
Any board can be a Host Board and an educator.
Hosts allow apprentices to see a board at work and understand what processes and procedures are in play.
The focus in on learning about governance.
Boards which have been intentionally structured in a way that is different from best practice can still be eligible to act as hosts. The apprentice can still gain valuable insights into the board’s operation and the reasons for its divergence from the norm.
Board Apprentice webinars cover governance best practice with reference to the UK Code of Corporate Governance and global investors’ expectations and preferences.
Apprentices access the webinars when they enter stage 3 (the placing pool of candidates.)
Practical criteria
A Host Board needs to
Hold a minimum of four board meetings a year
Issue board packs and agendas ahead of meetings.
Have a minimum of 3 Directors
A Host Board can come from any industry and can include:
Charities
Government-owned entity boards
Hospital boards
Educational governing bodies
Listed and unlisted companies
Private family run companies
Investment fund boards
Investment manager boards
Boards of SME companies
Advisory boards
Subsidiary boards
Contractual requirements
The Host shall require that each Apprentice attends the following Host meetings as appropriate
Board meetings
AGMs
Board dinners
Non-executive directors’ meetings
Shareholder meetings
Meetings forming part of the board evaluation process
Update and training meetings
Such other meetings as are necessary and appropriate for each Apprentice to attend
Hosts must also
(A) Ensure that each Apprentice is provided with all relevant papers before each meeting
(B) Request that each Apprentice provides input in relation to certain projects of the board of the Host.*
Provide each Apprentice with a nominated contact for support and development purposes
Ensure the nominated contact (or a suitable replacement, if necessary) is available for discussion either face to face or via telephone with the relevant Apprentice during the Placement.
*Notwithstanding the foregoing, the Host shall ensure that each Apprentice shall NOT be deemed a shadow director as such term is defined under the Companies Act.
Practical procedures
Once a Host Board has executed the relevant legal documents with Board Apprentice and has completed the Board questionnaire, the process of identifying apprentice candidates can begin.
The local Selection Committee will submit resumes/CVs and questionnaire responses from suitable candidates for the board’s consideration. (The Selection Committee will have secured candidates’ agreement to their submission and checked for any conflict of interest before passing recommendations on to the board.
The Host Board can interview the candidates as appropriate or make a selection based on the information provided.
Once the choice of apprentice has been agreed, we would ask the Host Board to let the local Selection Committee know so that all candidates can be informed of the decision.
We will request the Board Apprentice to fill in the Due Diligence Questionnaire and hand it over to the Host Board in advance of the commencement of the appointment.
Ideally the board member responsible for the Board Apprentice will spend some time before and after board meetings for clarification of any points about which the Board Apprentice may be unsure.
The Board Apprentice should as such be treated as a board member during the placement year but without being an active part of the board discussions unless asked directly for input. This is to avoid any issues of shadow directorship occurring.
The Host Board will have a de-brief with the Board Apprentice Programme’s Representative halfway through the year and that representative will be the point of contact for the Host Board should anything need clarification during the year of the placement.
When the Apprenticeship year finishes, it would be appreciated if the Host Board would give the Board Apprentice a reference if appropriate.
The Board Apprentice Programme will provide a certificate confirming the year completed as a Board Apprentice. It will also place the Board Apprentice on its Board Apprentice Alumni list, which will be available to all Companies and Boards involved with the Board Apprentice Programme. This will hopefully increase the chances of the Board Apprentice Finalists being offered board director positions as soon as possible.
We will offer the following documents
Letter of Appointment between the Host Board and the Board Apprentice (suggested rider to Board’s appointment letter)
Board Questionnaire, for specific apprentice requirements
Board Apprentice “What to Expect” paper, which we give to all apprentice candidates
Benchmarking standards and scorecard, which we use for assessing and scoring candidates
Apprentice Process outline
Due Diligence Questionnaire
Apprentice candidates will fill this in and give to the Host Board when placed
Prospective Host Boards can take comfort from this full view of the agreements and processes in place and an insight into the expectations of the Board Apprentice year from both the Host Board and the Board Apprentice point of view.
Should you wish to become a Host Board contact us here