The Boardroom Path

What does leadership look like when nobody in the room can simply give an order? In this episode of The Boardroom Path, host Ralph Grayson speaks with Lieutenant Colonel Dean Canham OBE, former head of the Centre for Army Leadership, about leading in a setting where authority is collective and the chair has limited unilateral power. Dean sets out the Army's definition of leadership as character, knowledge and action that inspires others to succeed, and explains why he treats leadership as a capability to be trained rather than a by-product of rank. The conversation lands at a useful moment. Research from the Corporate Governance Institute, based on 500 directors and C-suite leaders across the UK and Ireland, points to a widening gap between boardroom confidence and board readiness , while the Institute of Directors' NEDs Reimagined report argues that boards must move from periodic oversight to active stewardship. Dean makes the case for followership as the biggest gap in most organisations, explains why he thinks about the room before a difficult conversation, and offers a shortcut for time-poor boards: lead by example. (00:00) - Welcome to The Boardroom Path (03:31) - From Infantry Command to the Centre for Army Leadership (08:17) - Professionalising Leadership as a Capability (11:05) - Gareth Southgate and Leadership Outside the Military (16:02) - Character, Knowledge, and Action (20:34) - Followership, the Missing Capability (23:47) - Ten-Minute Habits That Build Better Leaders (27:23) - Reading the Room and the Relational View (33:40) - Collective Leadership at Board Level (41:11) - Noses In, Fingers Out (45:36) - Leading in Crisis and War Gaming the Board (51:23) - A Leadership Framework for Boards Dean Canham: Lieutenant Colonel Dean Canham OBE is a serving British Army officer, now working in the Ministry of Defence, and the former head of the Centre for Army Leadership at the Royal Military Academy Sandhurst. Commissioned into the Worcestershire and Sherwood Foresters, he has deployed to Northern Ireland, Sierra Leone, Afghanistan, Estonia and the Falkland Islands, led his battalion's contingent at the 2012 Olympic Games, and commanded the 1 Mercian Battle Group between 2020 and 2023. He was appointed OBE in 2018 for his work on security sector reform in Somalia and South Sudan while at the Permanent Joint Headquarters and the Foreign, Commonwealth and Development Office. At the Centre for Army Leadership he led the 2024 Leader Competency Framework and wrote the 2025 paper Leading on Leadership, which argues that leadership remains rooted in human interaction but must evolve with its social and operating environment. He is a fellow of the Institute of Leadership and serves on the advisory council of the Coalition for Global Prosperity. Ralph Grayson: Ralph Grayson is a Partner in the Board Practice at Sainty Hird & Partners, bringing extensive experience in board-level recruitment, assessment, and advisory services. With a deep understanding of the corporate governance landscape, Ralph specialises in guiding senior executives as they transition into impactful boardroom careers. His thoughtful approach, combined with a passion for developing effective leaders, enables him to facilitate insightful conversations that equip aspiring and newly appointed Non-Executive Directors with the tools they need to succeed. Through The Boardroom Path, Ralph leverages his extensive professional network and expertise to empower listeners on their journey into the boardroom. Episode Insights: Leadership and management are separate capabilities. Things are managed and people are led, so development aimed at process will not improve how people are led. Followership is the larger gap in most organisations. Training the majority to act as if they own the business reduces how much depends on the few at the top. Boardroom leadership uses the same skills as command, applied differently. Directors switch between self, team and organisational levels inside a single meeting. Leadership is relational as well as situational. Two people in the same meeting can read the same intervention differently, based on trust and shared history. Balance a board on character before skills. If the table is full of directive personalities, the next appointment probably needs to be collaborative. Action Points: Map the character around your table: Write one or two dominant character traits next to each seat on your board, then note how each person behaves under pressure. Compare that pattern with the decisions the board finds hardest to reach. Use the gaps to shape the next recruitment brief, ahead of sector experience. Train followership, not only leadership: Most development budgets go to the few people at the top, which leaves the majority untrained. Ask your head of talent what the organisation teaches people about proactivity, integrity and speaking up without formal authority. Fund that work and track retention rather than course completions. Be intentional before every room: Take 30 seconds before each meeting to ask what the people in it need from you for the next ten minutes. Change the setting when the conversation calls for it, as Dean does by walking rather than sitting across a desk. Small choices about tone and place shift what people are willing to say. Rehearse the decisions, not the process: Board war games usually test the mechanics, which most organisations already handle well. Build scenarios around values and integrity failures instead, because that is where big organisations come unstuck. Run them often enough that difficult judgement starts to feel familiar. Check what happened further down: After a significant board decision, ask someone several levels below the board what changed for them. If nobody on the board knows, there is a gap in the chain and you need to find where it sits. Put a standing item on the agenda to close that loop. The Boardroom Path is the essential podcast for aspiring and newly appointed Non-Executive Directors (NEDs) navigating the journey from executive leadership to the boardroom. Hosted by Ralph Grayson, partner at Sainty Hird & Partners, each episode offers insightful conversations with industry leaders, seasoned board directors, and governance experts. Our guests share practical strategies, valuable perspectives, and actionable advice on how to effectively transition into board roles, maximise your impact, and build a rewarding NED career. Subscribe now, and take your first confident step along The Boardroom Path. Learn more about Sainty Hird & Partners at saintyhird.com . The Boardroom Path is produced by Story Ninety-Four in Oxford, UK.

How do board careers actually get made, and how much of that can a candidate control? In this episode of The Boardroom Path, host Ralph Grayson speaks with Marianne Macdonald, founder and CEO of The 350 Club and The Board Directory, about the hidden board market and why between a half and two thirds of board appointments never involve an intermediary. Marianne spent seven years as a board headhunter at The Zygos Partnership before building three platforms for senior board talent, so she sees both sides of the table. They look at the myth that you cannot become a NED until you have been one, why a strong executive record does not transfer on its own, and how style, preparation and plain courtesy decide who reaches a shortlist. With Spencer Stuart reporting that just 21% of non-executives appointed across the top 150 FTSE companies in 2025 were first-time directors, down from 44% in 2022, the odds have tightened. Marianne sets out what aspiring NEDs can do while still serving to improve them. (00:00) - Welcome to The Boardroom Path (02:08) - From Journalism to Board Headhunting (04:37) - The 350 Club, Boardhouse and the Board Directory (11:50) - External Board Roles as Executive Development (14:33) - The Myth That You Need a NED Role to Get One (17:55) - Why a Proven Executive Record Is Not Enough (20:31) - The Maths of Board Shortlists (22:28) - Inside the Hidden Board Market (26:08) - How to Approach a Search Firm (28:07) - Researchers, LinkedIn and Real Networking (33:56) - What Makes a NED Candidate Stand Out (43:47) - Board Trends and When to Start Planning Marianne Macdonald: Marianne Macdonald is the founder and CEO of The 350 Club, a private members community for board members and executive committee leaders that now has more than 1,000 members and representation across most of the FTSE 100, and of The Board Directory, a closed database of senior board talent searched by leading board and private equity headhunters, launched in 2025. She also founded Non Executive Directorships Consulting in 2016, which has worked with around 350 senior leaders on building non-executive careers, and Boardhouse in 2024 for next-generation leaders below board level. Marianne read English at Oxford and spent around 20 years as a broadsheet journalist before moving into non-executive search at The Zygos Partnership, where she spent seven years; Zygos later became the core of the Russell Reynolds UK board practice. In February 2026, The 350 Club announced an exclusive partnership with FGS Global, adding to a partner group that includes Egon Zehnder, Advent International, BCG, Capgemini, Latham & Watkins and AlixPartners. Ralph Grayson: Ralph Grayson is a Partner in the Board Practice at Sainty Hird & Partners, bringing extensive experience in board-level recruitment, assessment, and advisory services. With a deep understanding of the corporate governance landscape, Ralph specialises in guiding senior executives as they transition into impactful boardroom careers. His thoughtful approach, combined with a passion for developing effective leaders, enables him to facilitate insightful conversations that equip aspiring and newly appointed Non-Executive Directors with the tools they need to succeed. Through The Boardroom Path, Ralph leverages his extensive professional network and expertise to empower listeners on their journey into the boardroom. Episode Insights: Between a half and two thirds of board appointments never reach a headhunter, so private networks and sponsors do more work than any application process. The first commercial non-executive role is the hardest to win, and taking a charity seat purely as a tactic reads as inauthentic to chairs. The odds are longer than most executives expect: shortlists have grown, and everyone on them is already appointable, so style and chemistry decide the outcome. Researchers, not just partners, are the gatekeepers in board search, and their notes on how you behaved stay on the database for years. Technology is now the dominant board recruitment theme, with geopolitical judgement rising and the diversity push of recent years having levelled off. Action Points: Map your network before you map the roles: List the chairs and board members you already know and, more usefully, the people they know. Ask them for advice rather than introductions, then compound each conversation by asking who else you should meet. Thank people twice, once for the time and once after you have met the person they suggested. Treat the headhunter meeting as the real interview: Prepare for it as you would a chair interview, because a search partner can run you across multiple processes over many years. Know the business in detail and be able to talk about your own career without hesitation. Show what you want to contribute to the board rather than what the board can do for you. Give the researcher your full attention: Researchers comb through thousands of names and decide who reaches the long list. Answer their questions carefully, take the sourcing calls even when the role is not for you, and offer useful names. Their notes on you sit on the database permanently. Build board-relevant credentials while still serving: Volunteer for the committees and work streams tackling the issues boards are wrestling with, such as AI, technology risk or quantum. Consider whether your role title accurately reflects that scope. Marianne is sceptical about paid NED training and school governor roles as shortcuts, so put the effort into evidence instead. Keep your LinkedIn profile current: Headhunters check it as the most up-to-date snapshot of what you are doing, which informs judgements about capacity and conflicts. Fill in the senior roles properly and keep the tone professional. Treat it as a professional record rather than a social platform. The Boardroom Path is the essential podcast for aspiring and newly appointed Non-Executive Directors (NEDs) navigating the journey from executive leadership to the boardroom. Hosted by Ralph Grayson, partner at Sainty Hird & Partners, each episode offers insightful conversations with industry leaders, seasoned board directors, and governance experts. Our guests share practical strategies, valuable perspectives, and actionable advice on how to effectively transition into board roles, maximise your impact, and build a rewarding NED career. Subscribe now, and take your first confident step along The Boardroom Path. Learn more about Sainty Hird & Partners at saintyhird.com . The Boardroom Path is produced by Story Ninety-Four in Oxford, UK.

What should a board change first if only 37% of directors think it is essential to creating value? Ralph Grayson visits Board Intelligence to talk to Megan Pantelides, author of the Board Value Index, about the third edition of the research. Drawing on more than 400 non-executive directors, chief executives and finance directors across the UK, US, Middle East and, for the first time, the Nordics, it finds that 86% of directors say rigid processes and inconsistent frameworks contributed to a delayed, rushed or poor decision in the past six months. Megan makes the case that most of this is fixable rather than evidence of a governance crisis. She explains why boards built for oversight now have to balance risk and compliance with strategy, innovation and growth, why two thirds of board packs are rated weak or poor, and how agenda planning quietly determines decision quality. The conversation arrives as updated guidance on effective board reporting from Board Intelligence and the Chartered Governance Institute shows the annual cost of board reporting has risen 177% since 2019. (00:00) - Welcome to The Boardroom Path (02:11) - One Conclusion from the Board Value Index (04:46) - Underperforming Boards or Unrealistic Expectations (08:25) - Structures Built for a Different Era (13:18) - The Uncomfortable 37% (15:12) - Fixing the Board Pack (18:37) - Agenda Planning and Board Time (20:31) - Why Executives Rate Boards More Highly (27:44) - Deploying AI without Losing Judgement (33:10) - Less Information, More Insight (39:39) - AI Readiness and the Pace of Governance (43:43) - Recommendations for Chairs and NEDs Megan Pantelides: Megan Pantelides is a senior director at Board Intelligence, where she leads research, content, communications and brand development, and is the author of the Board Value Index. She has more than 20 years of experience across board effectiveness, executive search, private equity and strategy, including nine years at Skillcapital building boards and leadership teams for private equity backed businesses, and earlier work at L.E.K. Consulting. She joined Board Intelligence in 2018, writes and speaks regularly on board effectiveness and the use of AI in governance, and supported the Institute of Directors' commission in 2025. She holds an MA in economics from the University of Cambridge. Ralph Grayson: Ralph Grayson is a Partner in the Board Practice at Sainty Hird & Partners, bringing extensive experience in board-level recruitment, assessment, and advisory services. With a deep understanding of the corporate governance landscape, Ralph specialises in guiding senior executives as they transition into impactful boardroom careers. His thoughtful approach, combined with a passion for developing effective leaders, enables him to facilitate insightful conversations that equip aspiring and newly appointed Non-Executive Directors with the tools they need to succeed. Through The Boardroom Path, Ralph leverages his extensive professional network and expertise to empower listeners on their journey into the boardroom. Episode Insights: Efficient is not the same as effective. Boards that run to time still report rushed and poor decisions. The board pack is the constraint most boards can fix fastest. Two thirds are rated weak or poor, year after year. Boards have been staffed for oversight. Entrepreneurial, scientific and technology experience remains thin across the FTSE 350. Agenda planning is a governance decision. What the chair, chief executive and company secretary schedule determines what the board can influence. AI belongs in preparation and challenge, not in the judgement itself. Only a small minority of boards are ready to use it well. Action Points: Audit your last board pack: Take the most recent pack and mark each paper as insight or information. Count the pages that told the board something it could act on. Use the result to brief writers on what to cut. Separate efficiency from effectiveness: Ask directors whether any decision in the past six months was delayed, rushed or poor. Record the cause rather than the outcome. Bring it back to the board as a standing measure. Rebuild the annual agenda: Map the conversations the board must have across the year before scheduling the papers. Give strategy, innovation and growth protected time. Check the split against the balance the board says it wants. Test your board's AI readiness: Establish where AI is already used in drafting and reviewing papers, including unofficially. Agree a position on human oversight, transparency, data security and accountability. Write it down before the next cycle. Commission the successor conversation: Ask whether an internal chief executive successor could step in immediately. If not, agree who owns the development plan. Review progress at a named meeting rather than at the next crisis. The Boardroom Path is the essential podcast for aspiring and newly appointed Non-Executive Directors (NEDs) navigating the journey from executive leadership to the boardroom. Hosted by Ralph Grayson, partner at Sainty Hird & Partners, each episode offers insightful conversations with industry leaders, seasoned board directors, and governance experts. Our guests share practical strategies, valuable perspectives, and actionable advice on how to effectively transition into board roles, maximise your impact, and build a rewarding NED career. Subscribe now, and take your first confident step along The Boardroom Path. Learn more about Sainty Hird & Partners at saintyhird.com . The Boardroom Path is produced by Story Ninety-Four in Oxford, UK.

Can a board certify judgement, or does judgement only show up under pressure? In this episode of The Boardroom Path, host Ralph Grayson speaks with Dr Shefaly Yogendra, board director, decision-making researcher and author of Uncharted Spaces: Reset the Agenda. Reimagine the Boardroom, about how boards decide when precedent runs out. Shefaly argues that most boards were designed for a world that no longer exists, that certification gives a novice a baseline but cannot produce boardroom behaviour, and that long experience turns into a liability the moment it is treated as a monolith rather than a set of relevant parts. The timing matters. A survey of 104 US public company directors found 82% had used generative AI in their board work in the past six months, while only 6% reported a formal policy for board use, according to Corporate Board Member and the Diligent Institute . Shefaly's warning about everyone querying the same tool the same way, and losing the edges of cognitive diversity, lands squarely in that gap. The conversation also covers messy meetings, board cadence, psychometrics, bravery and how to plan for black sky events. (00:00) - Welcome to The Boardroom Path (03:16) - The Question behind Uncharted Spaces (04:35) - Can You Certify Governance? (08:26) - Propaganda, Beige Opinions and Epistemic Flattening (10:18) - Governance across Borders and Mandated Change (12:29) - When Experience Becomes a Liability (15:38) - Process over Outcome: The Temple Bar Story (21:04) - Board Cadence and Sampling the Signals (24:14) - Messy Meetings and Clean Paperwork (26:56) - Psychometrics, Team Fit and Director Development (35:06) - Bravery, Stewardship and the Long View (45:52) - AI, Black Sky Events and Scenario Planning Shefaly Yogendra: Dr Shefaly Yogendra is a board director, adviser and author working across governance, technology and decision making. She is Senior Independent Director of Temple Bar Investment Trust, where she has served on the board since 2019 and chaired the nomination committee, and a non-executive director of JPMorgan US Smaller Companies Investment Trust, Harmony Energy Income Trust and Witan Investment Services. She has served as an independent governor of London Metropolitan University, chairing its audit and risk committee, and sits on the board of advisers of the Harvard Data Science Review. Her executive career began in technology at HCL and included the role of chief operating officer at explainable AI company Ditto AI. She holds a PhD in decision making from Cambridge, an MBA from IIM Ahmedabad, a master's in technology policy and a first degree in electronics engineering, and was named in the FTSE 100 Women to Watch list in 2016. Her book Uncharted Spaces: Reset the Agenda. Reimagine the Boardroom was published in April 2026 by Practical Inspiration Publishing. Ralph Grayson: Ralph Grayson is a Partner in the Board Practice at Sainty Hird & Partners, bringing extensive experience in board-level recruitment, assessment, and advisory services. With a deep understanding of the corporate governance landscape, Ralph specialises in guiding senior executives as they transition into impactful boardroom careers. His thoughtful approach, combined with a passion for developing effective leaders, enables him to facilitate insightful conversations that equip aspiring and newly appointed Non-Executive Directors with the tools they need to succeed. Through The Boardroom Path, Ralph leverages his extensive professional network and expertise to empower listeners on their journey into the boardroom. Episode Insights: Certification can teach a novice what a board does, but judgement and behaviour only emerge in the room, under pressure, between people. Experience earns its place when directors separate the parts that still describe their sector from the parts that belong to a slower era. Boards should review process after good outcomes as well as bad ones, and let evaluators sit in on real meetings rather than run one round of interviews. Four to six meetings a year samples the business too infrequently; more frequent contact with the signals gives boards a faster response when a crisis lands. Asking the same AI tool the same questions strips out the difference of view that makes board debate worth having. Action Points: Test your experience for relevance: List the parts of your career that still describe how your sector behaves and the parts that assume slower cycles or older technology. Bring the first to board discussions and retire the second. Directors who skip that distinction fall back on precedent that no longer holds. Review the process when the decision goes well: Reflection usually follows a bad outcome, which teaches a board little about how it actually decides. Schedule a short review after significant decisions that succeeded, separating process from result. Name the factors you controlled and the ones that simply went your way. Change how your board is appraised: Ask your evaluator to observe several board and committee meetings rather than run one round of interviews. Behaviour, disagreement and consensus building are only visible live. Compare what the evaluator sees with what directors say about themselves. Set rules for AI in board work: Agree what directors and executives may put into AI tools, how recordings are retained and deleted, and whether your minutes would survive a match against a recording. Only 6% of directors report a board-specific AI policy in the Corporate Board Member and Diligent Institute survey , so this is still open ground. Decide it before an incident forces the question. Run one black sky scenario this year: Pick a low probability, high impact case and work it through properly, with no email, no internet and no obvious spokesperson. Decide in advance who communicates, who runs business as usual and who leads the response. Preparing for the severe case covers most of the smaller ones on the way. The Boardroom Path is the essential podcast for aspiring and newly appointed Non-Executive Directors (NEDs) navigating the journey from executive leadership to the boardroom. Hosted by Ralph Grayson, partner at Sainty Hird & Partners, each episode offers insightful conversations with industry leaders, seasoned board directors, and governance experts. Our guests share practical strategies, valuable perspectives, and actionable advice on how to effectively transition into board roles, maximise your impact, and build a rewarding NED career. Subscribe now, and take your first confident step along The Boardroom Path. Learn more about Sainty Hird & Partners at saintyhird.com . The Boardroom Path is produced by Story Ninety-Four in Oxford, UK.

Why do some boards freeze the moment pressure arrives, while others adapt and lead? In this episode of The Boardroom Path, host Ralph Grayson speaks with Dorothy Burwell, Global Head of Board Advisory at FGS Global and a board director at Post Holdings and Pennon plc, about what she calls adaptive capacity, the ability to learn, unlearn and make sound judgement calls when experience alone is no longer enough. Dorothy cites Deloitte research showing generative AI-enabled fraud could cost businesses 40 billion US dollars by 2027, up from 12.3 billion in 2023, and explains why boards can no longer treat governance as a quarterly ritual. She sets out a triage framework borrowed from emergency medicine for prioritising risk, unpacks why trust, not process, is usually the first thing to break down in a crisis, and explains how boards can navigate activist campaigns and chair-CEO relationships without stepping into management's lane. This is a practical guide to boardroom human behaviour for any NED building real adaptive capacity. (00:00) - Welcome to The Boardroom Path (03:18) - A Non-Linear Career from Banking to Board Advisory (06:33) - FGS Global's Role in the Boardroom Dynamic (08:33) - Building Trust between Boards and Management (12:29) - Productive Disagreement and Psychological Safety (15:53) - Inside the FGS Rewired World Report (19:06) - Defining Adaptive Capacity for the Boardroom (22:52) - Spotting an Adaptive Board in Practice (25:01) - The Boardroom Triage Model for Crisis Decisions (31:37) - Chair-CEO Trust and Tight-Loose Coupling (38:24) - AI as Both Threat and Tool for Governance (43:00) - Activism, Reputation and the FGS Playbook Dorothy Burwell: Dorothy Burwell is Global Head of Board Advisory and a Partner at FGS Global, where she has spent nearly two decades advising boards, CEOs and leadership teams through transformation, activism, crisis and reputational pressure. She began her career in investment banking at Goldman Sachs, working across the Investment Banking Division and Firmwide Strategy Group in London and New York. Dorothy is an independent non-executive director at Post Holdings, Inc., where she sits on the audit committee, and at Pennon Group Plc, where she chairs the ESG committee and sits on the remuneration, nominations and HSE committees. She is a past trustee of Which?, the UK consumer group, and co-author of the FGS Global paper A Hard Job Getting Harder: The Board's Role in a Rewired World . Ralph Grayson: Ralph Grayson is a Partner in the Board Practice at Sainty Hird & Partners, bringing extensive experience in board-level recruitment, assessment, and advisory services. With a deep understanding of the corporate governance landscape, Ralph specialises in guiding senior executives as they transition into impactful boardroom careers. His thoughtful approach, combined with a passion for developing effective leaders, enables him to facilitate insightful conversations that equip aspiring and newly appointed Non-Executive Directors with the tools they need to succeed. Through The Boardroom Path, Ralph leverages his extensive professional network and expertise to empower listeners on their journey into the boardroom. Episode Insights: A board is not a team but a "pop-up" group of individuals who meet a handful of times a year, so building human connection quickly matters as much as technical expertise. Trust, not process or data, is usually the first thing to break down when a board crisis unfolds, and everything else unravels from there. A simple triage framework, borrowed from emergency medicine, helps boards prioritise whether to monitor, adapt, react or act on emerging risks. Chair-CEO trust depends on agreeing priorities together and then genuinely letting the CEO execute, rather than the chair becoming heavy-handed under shareholder pressure. Adaptive capacity, the willingness to learn and unlearn, matters more for boards than trying to predict an increasingly unpredictable future. Action Points: Build your board's decision framework in advance: Agree how the board will triage a crisis before one happens, mapping issues by whether they are gradual or sudden and whether they affect everyone or just your organisation. Practise this with real scenarios, such as a cyber incident or supply chain shock, so people know their roles under pressure. This turns a crisis response from improvisation into rehearsal. Protect trust between board and management: Invest time outside the boardroom building one-to-one relationships with the management contacts closest to your committee work. Use those conversations to understand what they are working on and offer input before papers are finalised, rather than only during meetings. Stronger informal trust leads to more transparent information and better decisions when it matters. Treat AI fluency as a whole-board responsibility: Do not delegate AI oversight to a single AI director or committee member. Ensure every director understands how AI is used in your business and how it could be used against you, given researchers project AI-enabled fraud could reach 40 billion US dollars by 2027. Build this into ongoing board education rather than one-off briefings. Prepare for activist and contentious votes before they arrive: Map out how your board would respond to a contentious AGM vote or activist campaign, including how you would engage retail as well as institutional shareholders. Agree who leads external communication and how management and the board coordinate their message. Early preparation reduces the risk of a public, damaging standoff. Shift board time from reviewing the past to preparing for the future: Challenge your board to spend less time re-litigating historic performance and more time discussing what it is preparing for next. Ask whether your risk register only gets a thorough look once a year, and whether that is frequent enough given the pace of change. A future-facing agenda is a practical expression of adaptive capacity. The Boardroom Path is the essential podcast for aspiring and newly appointed Non-Executive Directors (NEDs) navigating the journey from executive leadership to the boardroom. Hosted by Ralph Grayson, partner at Sainty Hird & Partners, each episode offers insightful conversations with industry leaders, seasoned board directors, and governance experts. Our guests share practical strategies, valuable perspectives, and actionable advice on how to effectively transition into board roles, maximise your impact, and build a rewarding NED career. Subscribe now, and take your first confident step along The Boardroom Path. Learn more about Sainty Hird & Partners at saintyhird.com . The Boardroom Path is produced by Story Ninety-Four in Oxford, UK.

How should a board govern an organisation that its community believes it owns? In this episode of The Boardroom Path, host Ralph Grayson speaks with Steve Kavanagh, Head of gunnercooke Sport and former chief executive of Millwall Football Club, about what good governance in elite sport actually looks like. Steve draws on 25 years across Charlton Athletic, Southend United and Millwall, plus a term as an elected director of the English Football League, to explain why football is a business with the same metrics and duties as any other, and why emotion makes it far harder to run. The conversation is timely. Championship clubs recorded combined pre-tax losses of around £317m in their most recent published accounts, as reported by BBC Sport , and the Independent Football Regulator published its final licensing rules and guidance on 1 July 2026 . Steve sets out how boards can hold owners to account, separate fandom from judgement, protect the club as a community asset, and prepare for a licensing regime that raises the governance floor across the pyramid. (00:00) - Welcome to The Boardroom Path (01:38) - Governance in Elite Sport (04:05) - From Chartered Accountant to the Football Boardroom (08:39) - What Good Governance Looks Like in Sport (12:06) - Financial Sustainability and Holding Owners to Account (14:14) - Protecting the Club as a Community Asset (16:54) - Passion, Emotion and Clear-Headed Judgement (20:42) - Reining In the Executive Chair (26:36) - Advice for Aspiring Sports Board Members (30:49) - Lessons from the EFL, the FA and the Regulator (35:46) - The Regulator and Football's Funding Problem (41:12) - Media Rights and Global Investment Steve Kavanagh: Steve Kavanagh is Head of gunnercooke Sport and an Operating Partner at the international commercial law firm gunnercooke, where he launched the firm's specialist sport division in February 2025. A chartered accountant who trained at BDO, he spent 25 years in professional football, joining Charlton Athletic as finance director before serving as chief executive of Southend United and then Millwall, where he led the club for eight years from 2016 and oversaw promotion to the Championship in his first season. Alongside his executive roles he was an elected non-executive director on the English Football League board and a member of the FA Council, the Professional Game Board and vice chairman of the FA Cup Committee, contributing to the reforms that led to the creation of the game's independent regulator. He now advises clubs, athletes and sports businesses on governance, commercial strategy, compliance and disputes across football, rugby, cricket, tennis, boxing and the NFL. Ralph Grayson: Ralph Grayson is a Partner in the Board Practice at Sainty Hird & Partners, bringing extensive experience in board-level recruitment, assessment, and advisory services. With a deep understanding of the corporate governance landscape, Ralph specialises in guiding senior executives as they transition into impactful boardroom careers. His thoughtful approach, combined with a passion for developing effective leaders, enables him to facilitate insightful conversations that equip aspiring and newly appointed Non-Executive Directors with the tools they need to succeed. Through The Boardroom Path, Ralph leverages his extensive professional network and expertise to empower listeners on their journey into the boardroom. Episode Insights: Governance in sport is less about compliance language and more about good practice, good metrics, good communication and enough experience around the board table to cover every part of the club. On-field ambition and off-field sustainability are one problem, not two. The board's real work sits in the bridge between them, where overspending on wages turns competitive hope into financial fragility. Treating the club as a community asset gives the board a durable platform. Community trust survives relegation, and it is what a club grows back from when results turn. Emotion belongs in sport, but boards need directors who can separate support from judgement, resist getting too close to the manager and challenge decisions made in the heat of competition. Keeping a good owner in place for the long term is itself a governance outcome. Boards that can pull a chair back protect the club from the cycle of chasing a new investor every few years. Action Points: Separate the fan from the director: Before joining a sports board, write down why you want the role and what you will contribute beyond enthusiasm. Ask whether you would still be effective in a relegation season. Boards need directors who can hold judgement steady when everyone around them is emotionally invested. Stress test the funding model, not just the budget: Ask management to show how the club would operate if player sales dried up for a season. Championship clubs lost around £317m in their most recent published accounts, as reported by BBC Sport . Treat trading income as volatile rather than recurring. Make the owner explain the strategy: Require a written statement of the ownership's ambition, the spend it implies and the commitment behind it if performance disappoints. Minute the answer. A confident owner will welcome the discipline, and the club is protected if circumstances change. Prepare early for licensing: The Independent Football Regulator published its final licensing rules and guidance on 1 July 2026 . Review your board papers, minutes and liquidity evidence now. Clubs that formalise oversight before deadlines will spend less time and money proving it later. Audit the skills you are missing: Map your board against financial acumen, corporate governance, community engagement and commercial rights expertise. Recruit against the gaps rather than the network. Build development pathways so a wider pool becomes genuinely appointable over the next few seasons. The Boardroom Path is the essential podcast for aspiring and newly appointed Non-Executive Directors (NEDs) navigating the journey from executive leadership to the boardroom. Hosted by Ralph Grayson, partner at Sainty Hird & Partners, each episode offers insightful conversations with industry leaders, seasoned board directors, and governance experts. Our guests share practical strategies, valuable perspectives, and actionable advice on how to effectively transition into board roles, maximise your impact, and build a rewarding NED career. Subscribe now, and take your first confident step along The Boardroom Path. Learn more about Sainty Hird & Partners at saintyhird.com . The Boardroom Path is produced by Story Ninety-Four in Oxford, UK.

What happens when a board only hears what it is allowed to hear? In this episode of The Boardroom Path, host Ralph Grayson speaks with Andrew Seerden, an independent director and Growth Advisory Board chair based in Auckland, about why boards fail on information rather than intelligence. Drawing on a live case, a $350 million New Zealand B2B business whose long-serving CEO delivered growth while running a culture of fear, Andrew explains why psychological safety is a governance design task for the chair, not a cultural aspiration for HR. The timing matters. PwC's latest board effectiveness survey found that 41% of executives rate their boards as excellent or good, yet only 17% of those who rarely interact with the board say the same , a perception gap that tends to surface only under real pressure. Andrew sets out the mechanics that close it: board charters that codify noses in, fingers out, independent and dotted-line reporting channels, directors visiting sites without asking permission, and a collaboration contract that defines trust with the CEO in advance. Silence, he argues, is the signal chairs should never ignore. (00:00) - Welcome to The Boardroom Path (04:20) - A Third Career in Governance and Advisory Boards (07:20) - Psychological Safety as Governance Design (09:43) - Information Distortion and the Danger of Silence (13:15) - Structures That Surface the Truth (14:20) - Bypassing the CEO Without Undermining the Role (17:36) - Safety Is Not Comfort and the Warm Bath Illusion (18:35) - When Chair and CEO Become Too Cosy (21:53) - The Kelp Exercise and Staying Centred (28:55) - Yellow Cards and Depersonalising Conflict (31:35) - The Collaboration Contract and Final Takeaways Andrew Seerden: Andrew Seerden is an independent director and Growth Advisory Board chair based in Auckland, New Zealand, and the founder of Seerden Board Partners, a board and governance advisory practice working with founders, owners, CxOs and chairs in New Zealand and internationally. He brings 30 years of senior commercial leadership in B2B businesses, including senior roles at Hewlett-Packard, Compaq and IBM across New Zealand and the Netherlands, and spent 11 years as Chair of the Board of Trustees at the national charity StarJam, guiding it through scale, financial restructuring and founder-CEO succession. Through Seerden Board Partners and Fresh Perspectives he advises on board effectiveness, advisory board design, commercial growth and CEO counsel, and he writes regularly on governance for a board-level audience. He holds an MBA from Newport University, Utrecht. Ralph Grayson: Ralph Grayson is a Partner in the Board Practice at Sainty Hird & Partners, bringing extensive experience in board-level recruitment, assessment, and advisory services. With a deep understanding of the corporate governance landscape, Ralph specialises in guiding senior executives as they transition into impactful boardroom careers. His thoughtful approach, combined with a passion for developing effective leaders, enables him to facilitate insightful conversations that equip aspiring and newly appointed Non-Executive Directors with the tools they need to succeed. Through The Boardroom Path, Ralph leverages his extensive professional network and expertise to empower listeners on their journey into the boardroom. Episode Insights: Boards rarely fail on intelligence; they fail on unfiltered information, which makes information flow a design problem rather than a personality problem. Silence in the boardroom is a risk indicator. Unanimous sign-off with no debate suggests people do not feel safe to challenge, whether the constraint comes from the CEO or the chair. Independent and dotted-line reporting channels only work when they are transparent and codified, otherwise they become a backdoor for gossip rather than a governance mechanism. The kelp exercise, borrowed from chair Maggie Wilderotter, gives boards a shared signal for delivering bad news and requires the chair to stay centred, listen without a knee-jerk reaction and avoid shooting the messenger. A collaboration contract, agreed with the CEO in advance, defines explicitly what trust, communication and the handling of difficult information will look like before a crisis tests them. Action Points: Codify noses in, fingers out: Put the boundary between governance and management in writing in the board charter rather than leaving it to custom. Set out what directors may do without asking permission, including site visits and conversations below the executive line. Review the charter annually so it reflects how the board actually operates. Design the channels before you need them: Agree independent routes for information now, whether that is dotted-line reporting, a whistleblower programme, the company secretary or an independent evaluator. Document who may use each channel and how it is handled. Transparency is what stops these routes being read as disloyalty to the CEO. Treat silence as an agenda item: When a significant proposal passes without challenge, ask why. Andrew's test is simple: no debate on trade-offs is a signal, not a success. Build a habit of asking each director for a dissenting view before any material decision is confirmed. Write a collaboration contract with your CEO: Have the direct conversation about expectations, communication rhythm and the handling of bad news, then document what you agree. Revisit it after any incident where information reached the board late. Treat resistance to the conversation as diagnostic rather than personal. Rehearse how you receive bad news: Adopt a shared signal, such as the kelp cue or a yellow card, that any member can use to flag difficult news or unproductive behaviour. Practise responding with questions rather than blame. Consistency here is what earns the trust that makes disclosure possible. The Boardroom Path is the essential podcast for aspiring and newly appointed Non-Executive Directors (NEDs) navigating the journey from executive leadership to the boardroom. Hosted by Ralph Grayson, partner at Sainty Hird & Partners, each episode offers insightful conversations with industry leaders, seasoned board directors, and governance experts. Our guests share practical strategies, valuable perspectives, and actionable advice on how to effectively transition into board roles, maximise your impact, and build a rewarding NED career. Subscribe now, and take your first confident step along The Boardroom Path. Learn more about Sainty Hird & Partners at saintyhird.com . The Boardroom Path is produced by Story Ninety-Four in Oxford, UK.

How well do boards really understand the system that owns and funds them? In this episode of The Boardroom Path, host Ralph Grayson speaks with Sallie Pilot, Managing Director of the Investor and Issuer Forum, about why the investment chain has become a core governance responsibility rather than an investor relations afterthought. They explore how capital can flow through as many as eight layers between an asset owner and a company, why boards often misread the signals they receive, and how chairs can build trust through genuine, two-way dialogue rather than scripted, one-way updates. With UK equities drawing renewed interest amid record share buybacks and a fresh wave of takeover bids for London-listed companies, according to Morningstar, the conversation could not be more timely. Sallie explains the thinking behind the Investor and Issuer Compass, a practical framework for alignment across the chain, and why materiality, not the volume of disclosure, should shape how boards handle ESG. From pass-through voting to stewardship in 2026, this is a practical roadmap for NEDs who want to understand how they are owned, evaluated and funded. (00:00) - Welcome to The Boardroom Path (03:36) - Inside the Investor and Issuer Forum (05:29) - Why the Investment Chain Is a Board Issue (07:30) - Should the Board Own Investor Engagement? (09:22) - Where Boards and Investors Misalign (15:28) - Who Really Owns Your Company? (19:56) - What Investors Want to Hear from Boards (24:19) - Valuation, Governance and Long-Term Value (25:54) - Building the Investor and Issuer Compass (28:14) - Stewardship and the Myth of One Investor Voice (32:13) - ESG, Materiality and Better Decisions (41:54) - Technology, AI and the Future of Ownership Sallie Pilot: Sallie Pilot is Managing Director of the Investor and Issuer Forum, a practitioner-led initiative launched in 2024 to improve how the UK equity market functions by strengthening engagement across the investment chain. Set up by the Investor Forum, supported by the London Stock Exchange and backed by the Financial Reporting Council, the Forum brings together asset owners, asset managers and the chairs of listed companies. A specialist in corporate reporting, governance, stewardship and stakeholder engagement, Sallie was previously an owner and executive director of the stakeholder communications firm Black Sun. She sits on the FRC's Stakeholder Insight Group and Financial Reporting Lab Steering Committee and has served on the board of the Investor Relations Society, giving her a rare cross-market view of how boards, investors and regulators interact. Ralph Grayson: Ralph Grayson is a Partner in the Board Practice at Sainty Hird & Partners, bringing extensive experience in board-level recruitment, assessment, and advisory services. With a deep understanding of the corporate governance landscape, Ralph specialises in guiding senior executives as they transition into impactful boardroom careers. His thoughtful approach, combined with a passion for developing effective leaders, enables him to facilitate insightful conversations that equip aspiring and newly appointed Non-Executive Directors with the tools they need to succeed. Through The Boardroom Path, Ralph leverages his extensive professional network and expertise to empower listeners on their journey into the boardroom. Episode Insights: Governance no longer stops at the boardroom door; it extends into the capital system, so boards must understand how they are owned, evaluated and funded. The UK's biggest capital market frictions stem from misalignment across the investment chain, not a lack of intent, and boards can influence that misalignment. Capital can pass through around eight layers between an asset owner and a company, distorting the signals boards receive about what investors really want. ESG matters most when it shapes strategy, capital allocation and decisions, not when it simply adds to the volume of disclosure; materiality should be the filter. Investors value honesty over polish, so boards that explain their reasoning, including why they do not comply, build trust in a comply or explain market. Action Points: Know who your investors really are: Map the layers between your company and its ultimate asset owners, and understand how mandates and incentives shape the signals you receive. Treat this as a standing board agenda item rather than a one-off investor relations exercise. The clearer your picture of ownership, the more confidently the board can act. Make engagement purposeful, not routine: Decide why a conversation with investors is happening and whether you are being reactive or deliberate. Do not read a lack of investor interest as a snub, as it often signals comfort with your strategy. Reserve chair and committee-chair engagement for moments of genuine decision-making or information exchange. Lead with materiality on ESG: Focus reporting and oversight on the issues that genuinely affect long-term performance and licence to operate. Resist the pull to chase every framework and metric, which obscures what really drives value. Show investors how material issues are managed and monitored, not merely disclosed. Explain, do not just comply: Use the comply or explain regime as a strength by setting out the reasoning behind board decisions and any departures from the code. Investors consistently say they want the explanation and the context, not box-ticking. Clear, honest explanations build trust and usually earn support. Get externally fluent on technology: Build the board's understanding of how AI, pass-through voting and tokenisation are reshaping ownership, voting and engagement. Keep the company's story consistent across every channel and spokesperson. Treat continuous, coherent dialogue with the market as a growing expectation rather than an occasional event. The Boardroom Path is the essential podcast for aspiring and newly appointed Non-Executive Directors (NEDs) navigating the journey from executive leadership to the boardroom. Hosted by Ralph Grayson, partner at Sainty Hird & Partners, each episode offers insightful conversations with industry leaders, seasoned board directors, and governance experts. Our guests share practical strategies, valuable perspectives, and actionable advice on how to effectively transition into board roles, maximise your impact, and build a rewarding NED career. Subscribe now, and take your first confident step along The Boardroom Path. Learn more about Sainty Hird & Partners at saintyhird.com . The Boardroom Path is produced by Story Ninety-Four in Oxford, UK.

What does it mean to sit on an investment trust board when discounts, activism and shareholder scrutiny are no longer exceptional events? In this episode of The Boardroom Path, host Ralph Grayson speaks with Alexander Denny, an experienced investment company executive and non-executive director, about the changing demands placed on investment trust boards. Alex draws on his work with Fidelity, Pantheon, Apax Global Alpha, Aurora UK Alpha, Margetts Fund Management and the Association of Investment Companies to explain why these roles are increasingly active, time-intensive and strategically important. The discussion feels especially timely as Saba Capital’s campaign against UK investment trusts continues to test the sector’s governance model, while recent reporting notes that private investor ownership of investment trusts has risen to 27% according to Investment Week . Alex explores how boards should think about discounts, manager accountability, retail engagement, board evaluation, CPD and reputational risk. (00:00) - Welcome to The Boardroom Path (03:30) - From Strategic Challenge to Boardroom Reality (07:15) - Moving from Fidelity to a Portfolio Career (12:13) - What the IoD Commission Found About NEDs (17:33) - CPD, Certification and Director Accountability (19:54) - The Levers Available to Investment Trust Boards (25:04) - Influence, Relationships and Shareholder Engagement (30:02) - What First-Time Investment Trust NEDs Should Check (32:34) - Saba, Activism and Sector Governance (41:06) - Discounts, Valuation and Liquidity Risk (44:21) - How Boards Add Value Beyond Performance (51:55) - The Future of Investment Trust Board Roles Alexander Denny: Alex Denny is an experienced non-executive director, trustee and consultant with deep expertise in investment trusts, private equity, private wealth and public markets. He joined the board of the Association of Investment Companies in 2022 and became an independent non-executive director of Aurora UK Alpha plc in January 2026. Alex is also an independent non-executive director of Margetts Fund Management, leads the investment companies board hiring practice at Nurole and serves as a trustee of the Nautical Archaeology Society. He was previously Managing Director, European Private Wealth at Pantheon and Head of Investment Companies at Fidelity International, giving him direct experience of investment company governance from both the executive and non-executive sides. Ralph Grayson: Ralph Grayson is a Partner in the Board Practice at Sainty Hird & Partners, bringing extensive experience in board-level recruitment, assessment, and advisory services. With a deep understanding of the corporate governance landscape, Ralph specialises in guiding senior executives as they transition into impactful boardroom careers. His thoughtful approach, combined with a passion for developing effective leaders, enables him to facilitate insightful conversations that equip aspiring and newly appointed Non-Executive Directors with the tools they need to succeed. Through The Boardroom Path, Ralph leverages his extensive professional network and expertise to empower listeners on their journey into the boardroom. Episode Insights: Investment trust boards are no longer passive stewardship bodies; they increasingly need to show judgement, challenge and visible engagement with managers and shareholders. The shareholder is also the customer in an investment company, which makes communication, retail engagement and discount management core board concerns. Activism can help address poor governance or persistent discounts, but the Saba campaigns show how the sector’s structure can create unusual vulnerabilities. A good NED needs curiosity, sector interest and enough time to build relationships beyond formal board meetings. Board evaluation and ongoing professional development are becoming more important as expectations of NED skill, evidence and accountability rise. Action Points: Test your real interest: Before pursuing an investment trust board role, ask whether you are genuinely curious about the company, its asset class and its shareholder base. If the subject does not interest you, it will be hard to bring the energy and judgement the role now demands. Treat motivation as part of your due diligence, not a soft extra. Assess the discount story: Look beyond the headline discount and ask why it exists, who is selling and whether the board has a credible plan to communicate value. Consider whether underperformance is cyclical, structural or linked to weak shareholder engagement. Use this analysis to judge whether you can add value or are walking into unmanaged risk. Build relationships before a crisis: Investment trust NEDs should know the portfolio manager, chair, IR lead, marketing team and key service providers before pressure arrives. These relationships help boards spot problems early and influence constructively. Waiting until activism or poor performance escalates makes effective challenge much harder. Evidence your development: Keep a clear record of relevant CPD, seminars, courses and sector briefings. Alex notes that the UK has limited formal qualification requirements for company directors, which makes self-discipline and evidence of competence more important. Boards should be able to show that directors are keeping pace with market and governance expectations. Treat activism as plausible, not remote: Do not assume an investment trust board will face activism, but do not assume it will avoid it either. Recent Saba campaigns and reporting on rising private investor ownership from Investment Week show why shareholder communication and voting engagement now deserve board-level attention. The Boardroom Path is the essential podcast for aspiring and newly appointed Non-Executive Directors (NEDs) navigating the journey from executive leadership to the boardroom. Hosted by Ralph Grayson, partner at Sainty Hird & Partners, each episode offers insightful conversations with industry leaders, seasoned board directors, and governance experts. Our guests share practical strategies, valuable perspectives, and actionable advice on how to effectively transition into board roles, maximise your impact, and build a rewarding NED career. Subscribe now, and take your first confident step along The Boardroom Path. Learn more about Sainty Hird & Partners at saintyhird.com . The Boardroom Path is produced by Story Ninety-Four in Oxford, UK.

How should boards govern sport when it is now both a cultural institution and a global asset class? In this episode of The Boardroom Path, host Ralph Grayson speaks with Tony Simpson, Partner and Sports Industry Lead at Oliver Wyman, about why governance in elite sport has not always kept pace with the money, complexity and scrutiny now flowing through the sector. Tony explains why investors increasingly expect the same professional disciplines they would demand in any other asset class: strong boards, independent challenge, credible financial controls and clear accountability. The conversation is especially timely. The World Economic Forum and Oliver Wyman report values the global sports economy at $2.3 trillion and projects it could reach $8.8 trillion by 2050, while the UK’s new football regulatory regime is making governance a direct investment variable. From community representation and women’s sport to succession planning, owner accountability and social cohesion, Tony sets out what modern sports boards need to understand before they take their seats. (00:00) - Welcome to The Boardroom Path (01:12) - Governance in Elite Sport (03:17) - Sport as a Global Asset Class (06:04) - Private Capital and Governance Catch-Up (09:46) - Why Sport Is Different From Other Sectors (13:32) - Building the Right Sports Board (17:33) - Transferring Governance Skills Into Sport (20:46) - Holding Owners Accountable (24:23) - Designing the Ideal Modern Sports Board (29:47) - Sport as a Regulated Utility (33:18) - Skills and Social Empathy for Sports Leaders (35:20) - Why Join a Sports Board Tony Simpson: Tony Simpson is a Partner and Sports Industry Lead at Oliver Wyman, where he works in the firm’s Communications, Media and Technology practice and leads its Sports and Entertainment work. He advises sports organisations, federations, leagues and investors on international expansion, commercial sustainability, governance, digital change and the role of private capital in sport. Tony is a former Board Advisor to Special Olympics Great Britain, an Independent Observer to the English Rugby Football Union Governance Review, a trustee and board member at Birmingham Museums Trust and a trustee at Drive Forward. In 2023, he was recognised in the Empower 100 Executives Role Model List. "If people are putting hundreds of millions of dollars into an asset or a club, you have to have some independence in there that has the ability to say no and the authority to say no." Tony Simpson, Partner and Sports Industry Lead at Oliver Wyman. Ralph Grayson: Ralph Grayson is a Partner in the Board Practice at Sainty Hird & Partners, bringing extensive experience in board-level recruitment, assessment, and advisory services. With a deep understanding of the corporate governance landscape, Ralph specialises in guiding senior executives as they transition into impactful boardroom careers. His thoughtful approach, combined with a passion for developing effective leaders, enables him to facilitate insightful conversations that equip aspiring and newly appointed Non-Executive Directors with the tools they need to succeed. Through The Boardroom Path, Ralph leverages his extensive professional network and expertise to empower listeners on their journey into the boardroom. Episode Insights: Sport is now comparable in scale to major global sectors, but many governance structures still reflect its amateur and community origins. Private capital is forcing sports organisations to demonstrate stronger oversight, clearer financial controls and more professional boards. Passion can be a governance risk when owners, executives or directors allow emotional attachment to override evidence-based decision-making. Independent directors matter because sports boards need people with the authority and judgement to challenge both management and ownership. Diverse, compensated boards can help clubs understand their communities more effectively and unlock both social and commercial value. Action Points: Map the board skills you actually need: Start with the organisation’s future risks, opportunities and stakeholder pressures. Identify the financial, regulatory, digital, community and sporting expertise required. Build the board around those needs, not around status, tenure or historic connection to the club. Separate passion from governance: Test whether board decisions are being driven by evidence or emotion. Passion for the sport can bring commitment, but it should not override financial discipline, succession planning or long-term stewardship. Use independent voices to challenge assumptions before major commitments. Strengthen owner accountability: Review how the board oversees ownership risk, not just executive performance. Ask what happens if an owner cannot or will not keep funding the club. Treat financial resilience, liquidity and succession as governance issues, not private owner matters. Use community insight commercially: Put genuine community understanding into the boardroom and compensate people properly for their contribution. Diverse perspectives can reveal unmet demand, stronger fan relationships and new revenue opportunities. Community representation should have a clear role, not token status. Prepare for regulated sport: Boards should assume that scrutiny will increase as capital flows into sport and regulation matures. The Football Governance Act and the Independent Football Regulator show how governance is becoming an investment variable. Directors need to understand compliance, licensing and financial sustainability before problems arise. The Boardroom Path is the essential podcast for aspiring and newly appointed Non-Executive Directors (NEDs) navigating the journey from executive leadership to the boardroom. Hosted by Ralph Grayson, partner at Sainty Hird & Partners, each episode offers insightful conversations with industry leaders, seasoned board directors, and governance experts. Our guests share practical strategies, valuable perspectives, and actionable advice on how to effectively transition into board roles, maximise your impact, and build a rewarding NED career. Subscribe now, and take your first confident step along The Boardroom Path. Learn more about Sainty Hird & Partners at saintyhird.com . The Boardroom Path is produced by Story Ninety-Four in Oxford, UK.

What does it actually take to move from the executive suite into the boardroom, and why do so many capable leaders misjudge the leap? In this episode of The Boardroom Path, host Ralph Grayson speaks with Catherine May, an experienced chair, non-executive director and certified executive coach with more than 25 years at executive committee level in FTSE 30 businesses including RELX, Centrica and SABMiller. They explore why culture, not capability, decides whether a board succeeds, how aspiring NEDs can read their own fit before committing, and why a board seat is closer to a six-year commitment than a two-day-a-month role. Catherine also sets out a practical answer to the question every board is now asking: do we need an AI specialist in the room, or a sharper way to bring expertise to the table? Against research showing that boards are openly debating where human judgement should end and AI should begin, with only 37% of directors seeing their board as essential to value creation , this is a grounded guide to building a board career that lasts. (00:00) - Welcome to The Boardroom Path (03:13) - From Executive Committee to the Boardroom (05:19) - Should NEDs Engage Directly With Investors (08:17) - The Corporate Affairs Route Into the Boardroom (10:07) - What Executives Misunderstand About Boards (13:30) - Why Fit Matters More Than Star Power (16:35) - Coaching, Self-Awareness and Knowing Who You Are (20:32) - How the Role of the Board Has Changed (23:15) - The Six-Year Commitment Nobody Expects (27:12) - Reputation, Crisis and Emotional Alignment (31:12) - Capabilities Over Domain Expertise (32:35) - Diversity, Inclusion and a Smarter Boardroom (36:31) - Advisory Boards and the AI Question (42:16) - Constructive Challenge and Psychological Safety (44:08) - Should Every Chair Have a Coach (48:24) - Refreshing Board Talent and the Search Question Catherine May: Catherine May is an experienced chair, non-executive director, committee chair and certified executive leadership coach, and currently chair of the board at Shoreham Port. She spent more than 25 years at executive committee level in global FTSE 30 businesses, leading corporate affairs, investor relations, sustainability, crisis management, public affairs and brand strategy at RELX, Centrica and SABMiller. She founded Catherine May Associates in 2015, working with senior leaders and boards to strengthen governance, build high-performing cultures and prepare executives for board-level responsibility. She is recognised for her expertise in reputation, risk, leadership development and guiding organisations through transformation, giving her a distinctive perspective at the intersection of leadership, governance and corporate reputation. Ralph Grayson: Ralph Grayson is a Partner in the Board Practice at Sainty Hird & Partners, bringing extensive experience in board-level recruitment, assessment, and advisory services. With a deep understanding of the corporate governance landscape, Ralph specialises in guiding senior executives as they transition into impactful boardroom careers. His thoughtful approach, combined with a passion for developing effective leaders, enables him to facilitate insightful conversations that equip aspiring and newly appointed Non-Executive Directors with the tools they need to succeed. Through The Boardroom Path, Ralph leverages his extensive professional network and expertise to empower listeners on their journey into the boardroom. "Culture for me is the beginning and end of whether a company is going to be successful or not." Catherine May, Chair, Non-Executive Director and Executive Coach Episode Insights: The line between board and management is softer than executives expect; effective NEDs cross it carefully to understand culture without upsetting the apple cart. Culture is the single biggest risk any business faces, because a weak culture quietly enables bad practice and silences the people who would otherwise call it out. Fit matters more than star power; rooms full of grandstanding individuals rarely gel, and succession and nominations should be a continuous conversation, not an annual one. A NED role is a long, serious commitment, closer to six years and far more than the headline day count, so emotional alignment with the organisation is essential before saying yes. Capabilities, attitude and values beat narrow domain expertise; advisory panels, not endless new board seats, are the smarter way to bring specialist insight on issues like AI. Action Points: Interrogate your fit before you commit: Before accepting a board seat, ask honestly whether you admire the organisation, its people and its products. Picture how you would feel giving far more time than your fee covers if a crisis hit. If the emotional connection is not there, walk away politely before going further. Treat culture as a standing board priority: Find non-disruptive ways to see daily working life across the business rather than relying on management reports. Look for whether people feel safe to call out behaviour that is not right. Use that evidence to satisfy yourself the culture genuinely supports the right behaviours. Appoint for difference, not just comfort: When refreshing the board, resist the easy hire who knows the sector inside out and gets on with everyone. Lean into candidates who bring different perspectives and experience. Pair that with an inclusive chair who ensures every voice is genuinely heard in and out of meetings. Make nominations a continuous conversation: Keep succession and the board pipeline on the agenda at every nominations meeting, not once a year. Encourage directors to scan their networks continually and work with diligent search partners. This de-risks appointments and avoids settling for candidates who do not knock your socks off. Use advisory panels to handle fast-moving issues: Rather than adding a board seat for every emerging risk such as AI, task a small specialist group, including at least one NED, with rapid horizon scanning. Keep it light-footed and focused so it can report back quickly and inform strategy without making the board too big to function. The Boardroom Path is the essential podcast for aspiring and newly appointed Non-Executive Directors (NEDs) navigating the journey from executive leadership to the boardroom. Hosted by Ralph Grayson, partner at Sainty Hird & Partners, each episode offers insightful conversations with industry leaders, seasoned board directors, and governance experts. Our guests share practical strategies, valuable perspectives, and actionable advice on how to effectively transition into board roles, maximise your impact, and build a rewarding NED career. Subscribe now, and take your first confident step along The Boardroom Path. Learn more about Sainty Hird & Partners at saintyhird.com . The Boardroom Path is produced by Story Ninety-Four in Oxford, UK.

What separates a board that merely complies from one that is genuinely fit for purpose? In this episode of The Boardroom Path, host Ralph Grayson speaks with Sam Allen, founder of Sam Allen Associates and an accredited board performance practitioner, about why external board effectiveness reviews are a strategic advantage rather than a regulatory chore. Sam explains how a rigorous review measures behaviour as well as governance, surfacing where boards are misaligned on strategy, core competence and key risks. She makes the case for assessing whether a board has the right skills for where the business is going, not just where it has been, and why courage and curiosity matter more than airtime. The conversation lands firmly in the present. With the Jaguar Land Rover cyberattack estimated to have cost the UK economy around 1.9 billion pounds ( Cyber Monitoring Centre, via The Register ), Sam argues cyber resilience and recovery are now unavoidable board questions, alongside the FRC's new Provision 29 on internal controls. A practical listen for anyone going plural. (00:00) - Welcome to The Boardroom Path (01:12) - Meet Sam Allen and the Case for Independent Reviews (04:28) - Governance as an Enabler, Not a Constraint (05:48) - What a Board Effectiveness Review Really Measures (06:40) - The Misalignment Reviews Reveal, Strategy, Risk and Core Competence (08:11) - Building Trust, Anonymity and Psychological Safety (10:11) - Common Board Blind Spots, Skills Gaps and Chair Dynamics (12:15) - Why New NEDs Can Misread the Role in a Tech-Driven Era (14:32) - Comply or Explain, When Flexibility Serves Shareholders (16:31) - Handling Uncomfortable Feedback and Pragmatic Governance (23:01) - Due Diligence Before Joining a Board (32:17) - Cyber, AI and Preparing for Recovery Sam Allen: Sam Allen is the founder and Managing Partner of Sam Allen Associates, a boutique board services and executive search firm working with FTSE, private and private-equity backed businesses across the UK and internationally. She leads externally facilitated board and committee effectiveness reviews that blend rigorous governance frameworks with behavioural insight. Before founding the firm, Sam held leadership roles at international search firms Whitehead Mann and Boyden, and earlier spent around 15 years across Sainsbury's, Dunhill and Greene King plc, where she served on the board. She is an accredited board performance practitioner with a Diploma in Corporate Governance from the Chartered Governance Institute UK & Ireland, an MA in Employment Law, and is an accredited commercial mediator. Sam Allen Associates is one of a small number of firms accredited by the Chartered Governance Institute UK & Ireland to undertake board effectiveness reviews. Ralph Grayson: Ralph Grayson is a Partner in the Board Practice at Sainty Hird & Partners, bringing extensive experience in board-level recruitment, assessment, and advisory services. With a deep understanding of the corporate governance landscape, Ralph specialises in guiding senior executives as they transition into impactful boardroom careers. His thoughtful approach, combined with a passion for developing effective leaders, enables him to facilitate insightful conversations that equip aspiring and newly appointed Non-Executive Directors with the tools they need to succeed. Through The Boardroom Path, Ralph leverages his extensive professional network and expertise to empower listeners on their journey into the boardroom. Episode Insights: A board effectiveness review measures behaviour as well as governance, and the behavioural deep dive is where misalignment on strategy, core competence and risk usually surfaces. Boards are frequently built for where the business has been, so the sharper question is whether the current composition is fit for purpose for where it is going. Anonymity and a trusted relationship with the chair let difficult feedback (a disruptive NED, a director on email through meetings) finally be acted on. Cyber is the boardroom elephant in the room: the M&S, Co-op and JLR incidents show recovery, not just shutdown, is the part boards under-plan for. The best NEDs bring integrity, curiosity and the courage to say "I don't understand", and often add the most value when they speak least but most deliberately. Action Points: Treat the review as a strategy tool, not a compliance task: Ask your evaluator to test alignment on strategic priorities, core competence and key risks, not just governance processes. Use the one-to-one interviews to surface behavioural issues honestly. Focus the output on what will make the board more effective going forward. Reassess board composition against future strategy: Map the skills your strategy will demand over the next three to five years, including new markets and technology literacy. Compare that against the current board and identify gaps. Plan refreshment and succession before the shortfall becomes a problem. Do proper due diligence before joining a board: If you are offered a non-executive role, read the latest board performance review, speak to the auditors, CEO and CFO, and ask about succession and chair feedback. Check board turnover for red flags. Have the courage to request the information you need. Make cyber recovery a board question: Do not stop at prevention. Ask management whether the organisation could run a minimal viable business without technology, where the continuity plan is stored, and who the specialist responders are. Keep those contacts to hand before an incident, not during one. Build continuous risk education into the board calendar: Schedule regular external briefings on cyber, AI and emerging risks so the whole board stays current. The aim is not technical mastery but the confidence to challenge and connect these risks to strategy. Pair education with a tested recovery plan. The Boardroom Path is the essential podcast for aspiring and newly appointed Non-Executive Directors (NEDs) navigating the journey from executive leadership to the boardroom. Hosted by Ralph Grayson, partner at Sainty Hird & Partners, each episode offers insightful conversations with industry leaders, seasoned board directors, and governance experts. Our guests share practical strategies, valuable perspectives, and actionable advice on how to effectively transition into board roles, maximise your impact, and build a rewarding NED career. Subscribe now, and take your first confident step along The Boardroom Path. Learn more about Sainty Hird & Partners at saintyhird.com . The Boardroom Path is produced by Story Ninety-Four in Oxford, UK.

Why do boards full of brilliant, experienced people still make catastrophic decisions? In this episode of The Boardroom Path, host Ralph Grayson sits down at London Business School with Professor Randall Peterson, Professor of Organisational Behaviour and Academic Director of the School's Leadership Institute, to argue that board failure is rarely about intelligence and almost always about behaviour. Drawing on his book Disaster in the Boardroom, Randall unpacks the predictable human dynamics, subordination to a dominant CEO, groupthink and the quiet suppression of dissent, that derail otherwise capable boards. The conversation could not be timelier. With the FRC pushing UK boards away from tick-box reporting toward outcomes under the 2026 Corporate Governance Code , and recent industry data showing that 93% of leaders blame culture rather than technology for stalled AI adoption, Randall makes the case that culture, not compliance, decides whether a board succeeds. He explores why the best directors lead with curiosity, why the chair's most important skill is listening, how to engage diverse voices rather than merely seat them, and where AI helps, and where directors quietly feeding board papers into open tools should worry. (00:00) - Welcome to The Boardroom Path (03:35) - From University Board to Board Scholar (05:23) - The Story behind Disaster in the Boardroom (08:10) - Capability, Culture and Collective Psychology (11:27) - What Makes Good Boards Dysfunctional (13:29) - Subordination and Groupthink (16:26) - Comply or Explain and the Limits of Compliance (21:42) - Board Evaluations and NED Certification (25:33) - The Chair as Chief Listener (30:22) - Representation versus Engagement (33:19) - Conflict and Why Voting Backfires (38:19) - Where AI Fits in the Boardroom Randall Peterson: Professor Randall S. Peterson is Professor of Organisational Behaviour at London Business School and the founding Academic Director of its Leadership Institute. He holds a PhD in social and organisational psychology from the University of California, Berkeley, and has spent more than three decades researching board dynamics, CEO personality, team conflict and the behaviour of senior leaders. His award-winning work has appeared in the Harvard Business Review, Forbes and leading academic journals, and he is co-author, with Gerry Brown, of Disaster in the Boardroom: Six Dysfunctions Everyone Should Understand. He also co-founded TalentSage, an evidence-based leadership development firm, and advises chairs, boards and regulators internationally on board effectiveness and governance culture. Ralph Grayson: Ralph Grayson is a Partner in the Board Practice at Sainty Hird & Partners, bringing extensive experience in board-level recruitment, assessment, and advisory services. With a deep understanding of the corporate governance landscape, Ralph specialises in guiding senior executives as they transition into impactful boardroom careers. His thoughtful approach, combined with a passion for developing effective leaders, enables him to facilitate insightful conversations that equip aspiring and newly appointed Non-Executive Directors with the tools they need to succeed. Through The Boardroom Path, Ralph leverages his extensive professional network and expertise to empower listeners on their journey into the boardroom. Episode Insights: Board failure is usually behavioural, not technical: capable directors still fail when the culture discourages open discussion and honest challenge. Culture is measurable and decisive: a curious, learning-focused board that welcomes naive questions consistently outperforms one fixated on compliance. Subordination and groupthink are the most dangerous dynamics: once a board defers to a dominant CEO or self-censors to fit in, independent oversight quietly disappears. The chair's most important skill is listening: it both informs better decisions and creates the psychological safety directors need to speak up. Representation is not engagement: diverse voices only shape decisions when the chair actively gives them a platform, because in any group truth needs support to win. Action Points: Put culture on the agenda, not just strategy: Boards happily spend a whole day on strategy yet rarely give an hour to how they work together. Schedule an honest, recurring discussion of board culture and behaviour, treating it as a measurable driver of performance. Ask whether people feel able to raise difficult issues and challenge one another constructively. Lead with curiosity and the naive question: Prize directors who keep asking why something works the way it does, not just those with the longest CVs. Make it normal to pause on a routine item and probe it, because that is where boards uncover what they did not know they should discuss. Protect the person who asks the awkward question rather than letting the group close ranks. Reframe compliance as the floor, not the ceiling: Treat the FRC's comply-or-explain code as a baseline and be willing to explain a considered departure rather than tick boxes for an easy life. Under the 2026 UK Corporate Governance Code , the regulator wants outcomes and cogent explanation, not boilerplate. If you cannot explain a choice clearly, question whether you understand it well enough. Set clear guardrails for AI in the boardroom: Agree where AI genuinely helps, summarising papers, background research and surfacing alternatives, and where it must not go, such as confidential board papers pasted into open tools. Recent industry data shows 93% of leaders blame culture rather than technology for stalled AI adoption, so invest in behaviour and literacy, not just tools. Keep judgement, not the model, in the board seat. Give different voices a real platform: Adding diverse directors is not the same as engaging them, because a lone voice rarely carries in a group. Help newer or less traditional members build standing, for example by chairing a committee, so their contributions are taken seriously. Resolve disagreement through discussion rather than rushing to a vote, which can be weaponised and silences dissent. The Boardroom Path is the essential podcast for aspiring and newly appointed Non-Executive Directors (NEDs) navigating the journey from executive leadership to the boardroom. Hosted by Ralph Grayson, partner at Sainty Hird & Partners, each episode offers insightful conversations with industry leaders, seasoned board directors, and governance experts. Our guests share practical strategies, valuable perspectives, and actionable advice on how to effectively transition into board roles, maximise your impact, and build a rewarding NED career. Subscribe now, and take your first confident step along The Boardroom Path. Learn more about Sainty Hird & Partners at saintyhird.com . The Boardroom Path is produced by Story Ninety-Four in Oxford, UK.

What does the market see about your board that you cannot see from the inside? In this episode of The Boardroom Path, host Ralph Grayson speaks with Steven Fine, Chief Executive of Peel Hunt and co-founder of the Non-Executive Director Awards, about how boards are really judged: not by internal evaluations, but by investors, analysts and markets in real time. They explore why courage now defines great non-executive directors, how the role of the chair has grown, and why shareholder connectivity matters more than ever in a derated UK market. "You can have the best governance in the world and no one cares. It's not reflected in the share price." Steven Fine, Chief Executive of Peel Hunt. Fine makes a pointed case on fund flows, noting that UK pension funds hold a historic low of around 4.4% of assets in domestic equities while comparable systems hold far more. With the Pension Schemes Act 2026 now law and the FCA's new prospectus rules live since January 2026 , the conversation could not be timelier. From comply or explain to the realities of listing in the US, this is a practical guide for NEDs who want to understand how capital markets keep score. (00:00) - Welcome to The Boardroom Path (02:45) - Inside Peel Hunt and the NED Awards (04:24) - A Forensic, Multi-Stage Judging Process (08:00) - Twenty Years On: Why the NED Role Is Harder (10:04) - Courage and What Good Looks Like Today (13:13) - Permacrisis and Calm Under Pressure (15:26) - How Investors Really Judge Boards (18:56) - Governance, Valuation and De-Rating (22:33) - Passives and Becoming Beholden to Maths (24:43) - US Versus UK Listings and Reform (30:33) - Preparing to IPO as a Public Company (34:11) - Board Leadership Versus Composition Steven Fine: Steven Fine is Chief Executive of Peel Hunt, a UK-focused specialist investment bank serving public and private companies across the FTSE 100, FTSE 250 and AIM. He joined the firm in 2006 and led its management and staff buy-out from KBC Bank in 2010, becoming CEO in 2016. Earlier in his career he was a founder member of D. E. Shaw Securities International and ran Japanese and Asian equity, convertible and derivatives operations in Tokyo. He is co-founder of the Non-Executive Director Awards, now in their 20th year, and has judged them for over 15 years. Steven also serves as Deputy Chair of the FCA Markets Practitioner Panel and as a non-executive director of the Quoted Companies Alliance and RetailBook, giving him a rare vantage point across capital markets, governance and board performance. Ralph Grayson: Ralph Grayson is a Partner in the Board Practice at Sainty Hird & Partners, bringing extensive experience in board-level recruitment, assessment, and advisory services. With a deep understanding of the corporate governance landscape, Ralph specialises in guiding senior executives as they transition into impactful boardroom careers. His thoughtful approach, combined with a passion for developing effective leaders, enables him to facilitate insightful conversations that equip aspiring and newly appointed Non-Executive Directors with the tools they need to succeed. Through The Boardroom Path, Ralph leverages his extensive professional network and expertise to empower listeners on their journey into the boardroom. Episode Insights: The market is the ultimate external examiner of a board: internal effectiveness reviews can become box-ticking, while investors and analysts judge governance in real time. Courage now defines great non-executive directors: the willingness to challenge, ask awkward questions and speak up matters more than technical expertise. Good governance does not automatically lift valuations; without fund flows and advocacy, even well-run UK companies can stay de-rated and overlooked. The UK's listing problem is one of capital, not rules: regulatory reform has cut friction, but domestic pension allocations to UK equities sit near historic lows. Comply or explain may be better understood as explain or comply: Fine backs the push to celebrate explanations and challenge needless disclosure. Action Points: Build genuine shareholder connectivity: Treat investor relationships as a board-level priority, not a job left solely to the executive or the IR team. Map who actually owns and votes your stock, including the multiple fund managers that can sit behind a single name. Offer non-executives access to major shareholders rather than waiting to be asked. Stop marking your own homework: Challenge how your board runs its effectiveness review and resist the urge to score everything nine or ten out of ten. Bring genuine external perspective into the process and act on uncomfortable findings. Use the review to surface real gaps in judgement and behaviour, not simply to satisfy the code. Lead with courage, not consensus: Encourage every director to ask the questions others assume are already answered. Make space for quieter voices and ensure the chair draws out challenge rather than smoothing it over. In a period of constant crisis, calm and well-rehearsed challenge is what separates effective boards from average ones. Pressure-test your listing strategy: If you are weighing a UK or US listing, look past the headlines about de-rating and orphan stocks. Weigh quarterly reporting, fees and litigation risk against genuine access to capital, and recognise that UK reform has materially reduced friction. Engage an adviser early and prepare the finance function well ahead of any IPO. Embrace explain over comply: Audit your board papers and annual report for disclosure that exists only out of caution. Ask whether each paper, gap analysis or extra page genuinely aids decisions or simply adds bulk. Treat the regulator's myth-busting as licence to focus reporting on what matters to shareholders. The Boardroom Path is the essential podcast for aspiring and newly appointed Non-Executive Directors (NEDs) navigating the journey from executive leadership to the boardroom. Hosted by Ralph Grayson, partner at Sainty Hird & Partners, each episode offers insightful conversations with industry leaders, seasoned board directors, and governance experts. Our guests share practical strategies, valuable perspectives, and actionable advice on how to effectively transition into board roles, maximise your impact, and build a rewarding NED career. Subscribe now, and take your first confident step along The Boardroom Path. Learn more about Sainty Hird & Partners at saintyhird.com . The Boardroom Path is produced by Story Ninety-Four in Oxford, UK.

How should boards lead when judgement, not information, has become the scarcest resource in the room? In this episode of The Boardroom Path, host Ralph Grayson speaks with Helle Bank Jorgensen, Global Managing Director for Board Development at Board Intelligence and founder of Competent Boards, about what board leadership looks like now. They move from a world of separate risks to one of interconnected risk, where a capital decision is also a climate, geopolitical and reputational decision, and where the old governance instincts are no longer enough. Helle argues that boards rarely fail through a lack of effort or data; they fail by waiting too long for a certainty that never comes. With AI moving quickly into governance, and Lloyds becoming the first FTSE 100 company to bring an AI tool into its boardroom , the conversation asks where augmentation ends and abdication begins. From stewardship versus strategy to scenario planning, board culture and keeping judgement human, this is a practical guide for NEDs who want to contribute, not simply attend. (00:00) - Welcome to The Boardroom Path (01:12) - Introducing Helle Bank Jorgensen (03:05) - From Separate Risk to Interconnected Risk (04:06) - Governance, Stewardship and the Strategist Board (07:16) - Activity versus Contribution (10:51) - Leading in a Matrix World (12:42) - Thinking the Unthinkable (15:49) - Culture, Courage and Signal from Noise (21:22) - AI in the Boardroom: Master or Servant? (28:52) - A Director's AI Playbook (31:00) - Why Boards Wait, and How to Decide (34:48) - Navigating ESG and Stakeholders Helle Bank Jorgensen: Helle Bank Jorgensen is Global Managing Director for Board Development at Board Intelligence and the founder and former CEO of Competent Boards, the governance education platform acquired by Board Intelligence in 2025. An internationally recognised authority on board effectiveness, governance and sustainability, she has spent three decades turning environmental, social and governance risk into long-term value, and has educated directors in more than 60 countries through the Global Competent Boards Designation. She is the author of The Future Boardroom: How to Transform in Turbulent Times and Stewards of the Future, a number one Amazon bestselling author, and was inducted into the Corporate Governance Hall of Fame by IR Magazine. Ralph Grayson: Ralph Grayson is a Partner in the Board Practice at Sainty Hird & Partners, bringing extensive experience in board-level recruitment, assessment, and advisory services. With a deep understanding of the corporate governance landscape, Ralph specialises in guiding senior executives as they transition into impactful boardroom careers. His thoughtful approach, combined with a passion for developing effective leaders, enables him to facilitate insightful conversations that equip aspiring and newly appointed Non-Executive Directors with the tools they need to succeed. Through The Boardroom Path, Ralph leverages his extensive professional network and expertise to empower listeners on their journey into the boardroom. Episode Insights: The scarce resource in the boardroom is no longer information but judgement; AI widens access to insight, yet makes disciplined decision-making harder, not easier. Stewardship reframes the board's job from "are we doing things right?" to "are we doing the right things for long-term resilience and value?", with the strongest boards acting as strategists. In a matrix world, every decision is at once financial, geopolitical, environmental and reputational, so directors must sense around corners rather than predict a single outcome. AI belongs in board preparation, not in the vote; it can make directors the best-informed people in the room, but accountability and judgement cannot be outsourced to a bot. Boards rarely fail by acting too quickly; they fail by waiting for certainty, so the real skill is deciding which few risks matter and acting before the picture is complete. Action Points: Decide to be the master, not the servant: Agree as a board how AI tools will and will not be used before you adopt them. Treat AI as a way to ask sharper questions and test your own thinking, not as a substitute for judgement. Keep accountability for every decision firmly with the directors around the table. Run real scenario planning: Build the muscle to think the unthinkable rather than assuming the future will resemble the past. Schedule sessions that stress-test severe risks, from cyber to climate, as live rehearsals rather than compliance exercises. Luck favours the prepared, so know what you would do before you have to do it. Separate signal from noise: Resist the assumption that more data means more insight, because volume on its own simply creates more noise. Insist that management presents structured, prioritised information that surfaces insight rather than raw reporting. Agree the few critical questions that genuinely matter and hold the board's attention there. Protect AI judgement and security: Set clear principles for which tools directors may use and what information can be shared with them. Avoid feeding confidential strategy into open, consumer AI products where data may leak. Choose secure, board-grade systems and keep a critical eye on whatever the model suggests. Upskill the whole board: Make continuous learning a shared expectation, not an individual choice, so every director can engage at the same level. A board cannot have a real discussion if some members ask basic questions while others challenge with nuance. Commit to ongoing development so your few questions each meeting are the right ones. The Boardroom Path is the essential podcast for aspiring and newly appointed Non-Executive Directors (NEDs) navigating the journey from executive leadership to the boardroom. Hosted by Ralph Grayson, partner at Sainty Hird & Partners, each episode offers insightful conversations with industry leaders, seasoned board directors, and governance experts. Our guests share practical strategies, valuable perspectives, and actionable advice on how to effectively transition into board roles, maximise your impact, and build a rewarding NED career. Subscribe now, and take your first confident step along The Boardroom Path. Learn more about Sainty Hird & Partners at saintyhird.com . The Boardroom Path is produced by Story Ninety-Four in Oxford, UK.

What does good governance actually look like when the rules keep changing and the pressure keeps rising? In this episode of The Boardroom Path, host Ralph Grayson speaks with Maureen Beresford, Director of Corporate Governance and Stewardship at the Financial Reporting Council, about why governance is fundamentally about judgement, not tick boxes, and why the best boards are those brave enough to explain rather than simply comply. They explore the philosophy behind the UK Corporate Governance Code, the power of the "comply or explain" principle, and why so many boards still default to compliance when flexibility is exactly what the Code offers. At a time when 88 companies left the London Stock Exchange last year and the government has scrapped the long-awaited audit reform legislation, the conversation could not be more timely. From the new Provision 29 declaration on material controls to the evolving role of proxy advisors and the future of investor stewardship, Maureen makes a compelling case that governance is an art, not a science, and that the boards which lead best are those prepared to think for themselves. (00:00) - Welcome to The Boardroom Path (02:06) - A Career in Governance: From Civil Service to the FRC (03:09) - Where the FRC Fits in the Governance Ecosystem (05:49) - What Governance Is Actually For (07:08) - Governance as a Grey Area: Judgement over Certainty (09:23) - The 2024 Code: What Changed and Why (11:57) - Comply or Explain: Boards Being Brave (14:42) - Proxy Advisors, Investors and the Trust Gap (20:08) - Transparency, Reporting and the Cost of Governance (23:25) - Provision 29: The New Declaration on Internal Controls (31:00) - Stewardship, Investment and the Public-Private Debate (37:10) - The Crystal Ball: Future Skills and Challenges for Boards Maureen Beresford: Maureen Beresford is the Director of Corporate Governance and Stewardship at the Financial Reporting Council, the UK regulator responsible for corporate governance, reporting and stewardship. A former civil servant for over 20 years within the Department for Business, Enterprise and Industrial Strategy, Maureen moved to the FRC on secondment in 2017 to work on the review of the UK Corporate Governance Code and subsequently helped introduce the Wates Principles for Large Private Companies alongside Sir James Wates. Appointed Head of Corporate Governance in 2020, Maureen led the comprehensive review that produced the Corporate Governance Code 2024 and was instrumental in launching the FRC's annual assessments of governance reporting. In 2024 Maureen became Acting Director and was appointed to the full-time Director role in June 2025, taking on responsibility for the Stewardship Code alongside corporate governance. Ralph Grayson: Ralph Grayson is a Partner in the Board Practice at Sainty Hird & Partners, bringing extensive experience in board-level recruitment, assessment, and advisory services. With a deep understanding of the corporate governance landscape, Ralph specialises in guiding senior executives as they transition into impactful boardroom careers. His thoughtful approach, combined with a passion for developing effective leaders, enables him to facilitate insightful conversations that equip aspiring and newly appointed Non-Executive Directors with the tools they need to succeed. Through The Boardroom Path, Ralph leverages his extensive professional network and expertise to empower listeners on their journey into the boardroom. Episode Insights: Governance is fundamentally about conversations, judgement and accountability, not checklists or compliance; a tick-box approach is, in Maureen's view, "potentially worthless." An explanation under the "comply or explain" framework is just as good as compliance, and often better, because it demonstrates that the board is actively thinking about governance rather than blindly following the Code. Provision 29 of the 2024 Code requires boards to declare the effectiveness of their material controls, but it deliberately does not prescribe which controls, how many, or how to write the declaration; that judgement rests with the board. The relationship between boards, proxy advisors and investors is more nuanced than many assume; proxy advisors say they do highlight explanations to investors, and investors say they do not always follow proxy advice automatically. Boards should be more fluid in their composition, willing to refresh before the nine-year convention if needed, and mindful that overboarding in a world of perpetual crisis can leave individual companies without adequate director attention. Action Points: Embrace the power of explanation: Review your board's governance reporting and ask whether you are defaulting to compliance simply to avoid a perceived black mark. Challenge yourselves to identify at least one provision where an honest, well-reasoned explanation would better reflect how your company is actually governed, and commit to making that case transparently in your next annual report. Prepare for the Provision 29 declaration: If you have not already done so, map your material controls across financial, operational, reporting and compliance activities. Use the FRC's mythbuster guidance as a starting point. The declaration applies to financial years beginning on or after 1 January 2026, so this is the year to embed the process. Tell your governance story from a blank page: Rather than tweaking last year's governance report, start from scratch and ask what story you want to tell this year. Focus on outcomes, not boilerplate, and build that narrative throughout the year rather than rushing it at year-end. Strengthen investor engagement outside proxy season: Do not wait for the annual general meeting to engage with your investors. Identify your key shareholders, understand their stewardship priorities, and open channels for dialogue year-round. Where votes go against you, treat that as an opportunity to listen, not a threat to manage. Audit your board's composition for the challenges ahead: Review whether your board has the right mix of experience for emerging risks such as cyber, AI and geopolitics. Be willing to refresh earlier than convention suggests, and consider whether any directors are overboarded to the extent that a simultaneous crisis across multiple companies would stretch their capacity. The Boardroom Path is the essential podcast for aspiring and newly appointed Non-Executive Directors (NEDs) navigating the journey from executive leadership to the boardroom. Hosted by Ralph Grayson, partner at Sainty Hird & Partners, each episode offers insightful conversations with industry leaders, seasoned board directors, and governance experts. Our guests share practical strategies, valuable perspectives, and actionable advice on how to effectively transition into board roles, maximise your impact, and build a rewarding NED career. Subscribe now, and take your first confident step along The Boardroom Path. Learn more about Sainty Hird & Partners at saintyhird.com . The Boardroom Path is produced by Story Ninety-Four in Oxford, UK.

How should boards be thinking about risk, capital and growth when the UK economy is structurally constrained and the geopolitical landscape is shifting beneath their feet? In this episode of The Boardroom Path, host Ralph Grayson speaks with Simon French, Chief Economist and Head of Research at Panmure Liberum, about why macroeconomic awareness is no longer optional for board directors. They explore the structural challenges facing UK PLC, from the rationing of energy, capital and land to a labour market squeezed by rising on-costs and the early disruption of AI, and why boards need to reframe risk as an enabler of growth rather than something to be feared. With UK 30-year gilt yields recently hitting 5.787%, their highest level since 1998 , and political uncertainty mounting ahead of the May elections, Simon explains why patient capital and strategic boldness could unlock a significant revaluation opportunity for UK assets. From the legacy of Brexit and the defence spending pivot to the competing forces of AI-driven disinflation and geopolitical fragmentation, this conversation offers a clear-eyed roadmap for NEDs navigating an increasingly complex operating environment. (00:00) - Welcome to The Boardroom Path (02:31) - A Career Spanning the Public and Private Sector (04:27) - Why Boards Need Macro Thinking in a Polycrisis World (06:27) - Capital Markets, Shareholder Engagement and Rationing (09:00) - Corporate Governance in a Post-Ukraine Economy (10:47) - The Black Knight Economy: Resilience amid Structural Constraint (15:51) - Brexit, EU Alignment and the Defence Opportunity (19:34) - The Rationing of Inputs: Energy, Land and Capital (22:23) - UK Investibility and the Patient Capital Opportunity (30:19) - Permacrisis, Inflation and Interest Rate Risk (33:12) - AI, Labour Costs and the Flexibility Imperative (41:54) - The Case for Strategic Boldness Simon French: Simon French is Managing Director, Chief Economist and Head of Research at Panmure Liberum, one of the UK's leading independent investment banks and the largest adviser to UK-quoted companies. He produces market-leading and II/Extel top-ranked economic analysis and is a member of the firm's Senior Leadership Team. Before joining Panmure Gordon in 2014, Simon spent twelve years as an economic adviser in the UK Civil Service, serving at the Department for Work and Pensions, the Cabinet Office and HM Treasury. He holds undergraduate and postgraduate degrees in Economics and Finance from Durham University and is a member of the Government Economic Service and the Society of Professional Economists. Simon has a fortnightly column in The Times and is a regular contributor to BBC TV and Radio, CNBC, Bloomberg and Sky News, making him one of the most widely recognised economic commentators in the UK. Ralph Grayson: Ralph Grayson is a Partner in the Board Practice at Sainty Hird & Partners, bringing extensive experience in board-level recruitment, assessment, and advisory services. With a deep understanding of the corporate governance landscape, Ralph specialises in guiding senior executives as they transition into impactful boardroom careers. His thoughtful approach, combined with a passion for developing effective leaders, enables him to facilitate insightful conversations that equip aspiring and newly appointed Non-Executive Directors with the tools they need to succeed. Through The Boardroom Path, Ralph leverages his extensive professional network and expertise to empower listeners on their journey into the boardroom. Questions This Episode Answers: Should boards really pay attention to the macro environment, or just focus on their own P&L? Simon argues that even operationally excellent businesses keep being sideswiped by a series of poly-crises, from the financial crisis and Brexit to the pandemic, war and resurgent inflation. Macroeconomics need not dominate strategy, but boards that relegate the big picture face a steady succession of avoidable shocks. Why are UK gilt yields and borrowing costs rising? Simon points to two overlapping forces. Inflation risk from the Ukraine and Middle East conflicts is lifting the term premium, while political risk ahead of the May elections, and speculation about a leadership challenge, is being priced into gilts. For companies funded off the risk-free rate, that volatility matters. Is the weak labour market caused by AI or by rising employment costs? Simon sits firmly in the on-cost camp. He attributes the current softening mainly to layered employer national insurance, the national living wage, the employment rights bill and auto-enrolment, which have raised the cost of employing people far faster than productivity. AI's larger impact, he argues, comes later. Does the UK remain investible for global capital? Yes, but only for patient capital, Simon says. UK assets are keenly priced at valuation discounts, creating a genuine revaluation opportunity if a supportive political and macro backdrop emerges. Investors may have to tolerate conditions worsening before they improve, but the underlying value case is real. What should boards actually do differently at their next meeting? Simon urges two moves: engage seriously with scenario analysis of geopolitical risk and its structural legacies for supply and demand, and challenge whether the balance between caution and boldness is right, then bring the shareholder base along if a more growth-oriented strategy is needed. Episode Insights: The UK economy's long-term productivity challenges are not a puzzle but the predictable result of rationing energy, capital and land, and reversing even one of these constraints would materially improve the growth outlook. Corporate governance has entered a more pragmatic, post-Ukraine phase where formulaic ESG checklists are giving way to nuanced, context-specific approaches to risk and resilience. UK assets are keenly valued by almost any metric, presenting a significant revaluation opportunity for patient capital willing to weather near-term political and macro uncertainty. The current softening of the UK labour market is driven more by the overlaying of employer on-costs, national insurance, national living wage, employment rights legislation and auto-enrolment, than by AI displacement, though AI's impact will accelerate. The structural gap in risk appetite between Europe and the US, visible in everything from pension allocation to capital markets culture, is the single biggest brake on European competitiveness and long-term wealth creation. Action Points: Embed scenario analysis of geopolitical risk at board level: Move beyond short-term forecasting and build structured, recurring scenarios around the long-term implications of geopolitical fragmentation, from supply chain resilience to energy security and defence-sector exposure. Focus on structural legacies, not acute predictions. Stress-test your capital structure for a higher-rate world: With UK 10-year gilt yields above 5% and the Bank of England holding rates at 3.75%, boards should reassess assumptions around cost of capital, debt maturity profiles and the relative merits of public versus private financing. Patient, long-t...

How should boards lead when the world refuses to stand still? In this episode of The Boardroom Path, host Ralph Grayson speaks with Will Geddes, Managing Director of ICP Group and one of the UK's leading authorities on security, crisis management and geopolitical risk. They explore why boards now operate inside a state of permacrisis, why traditional crisis manuals rarely leave the shelf, and how directors should make decisions with imperfect, contested and fast-moving information. With markets now openly pricing in permacrisis as the operating environment and EY analysis showing that around 60 percent of FTSE 100 returns now hinge on geopolitical and macro forces , Will's perspective on judgement, instinct and audit trails has rarely been more timely. From a real-world story of advising a director caught in the 2008 Mumbai attacks to practical guidance on rehearsing crisis response across Zoom, Teams and the boardroom, this conversation offers NEDs and aspiring directors a clear-eyed playbook for leading when getting the call wrong is the biggest risk of all. (00:00) - Welcome to The Boardroom Path (04:04) - An Unconventional Path Into Specialist Security (06:06) - Defining Permacrisis for the Boardroom (08:03) - The Domino Effect of a Far-Flung Incident (11:11) - Breaking Silos and Communicating Across the Board (13:25) - Are Board Meetings Still Fit for Purpose? (15:48) - Building Horizon-Scanning Into the Agenda (18:54) - Decision-Making With Imperfect Information (23:07) - When Instinct Beats Data and Analysis (27:48) - Reputational Management (35:23) - The Next Three Things Every Board Should Do Will Geddes: Will Geddes is the Managing Director and founder of ICP Group (International Corporate Protection), a globally recognised, niche threat-management security firm originally established in 1996 that supports clients ranging from FTSE and Fortune 100 corporations to family offices and high-profile private individuals. With more than 30 years' experience in specialist security, his work spans close protection, crisis management, kidnap and ransom, counter-terrorism, intelligence gathering, multi-jurisdictional investigations, cyber and geopolitical risk. He also founded TacticsON and is a regular international media commentator on security, terrorism and risk for outlets including the BBC, Sky News, ITN, CNN, The Telegraph and BBC Radio 4 Today. His perspective combines decades of frontline operational experience with strategic advisory work for boards making consequential decisions under pressure. Ralph Grayson: Ralph Grayson is a Partner in the Board Practice at Sainty Hird & Partners, bringing extensive experience in board-level recruitment, assessment, and advisory services. With a deep understanding of the corporate governance landscape, Ralph specialises in guiding senior executives as they transition into impactful boardroom careers. His thoughtful approach, combined with a passion for developing effective leaders, enables him to facilitate insightful conversations that equip aspiring and newly appointed Non-Executive Directors with the tools they need to succeed. Through The Boardroom Path, Ralph leverages his extensive professional network and expertise to empower listeners on their journey into the boardroom. Episode Insights: Permacrisis means treating crisis as a continuum rather than a contingency, with seemingly minor or far-flung events capable of triggering a domino effect across global operations and reputation. Crisis manuals rarely come off the shelf when something actually happens, so what matters is whether the board has practised problem-solving and communication together using the tools they truly rely on. Decisions made with imperfect information are unavoidable, which is why a clean audit trail of what was known, by whom and when, is the single best protection for directors and the company. A board that defers decisions, fills silence with content for its own sake or refuses to admit failings damages stakeholder trust more than the underlying crisis often does. Strong crisis leadership combines humility, judgement and emotional intelligence; AI can support scenario planning at the macro level but the human element remains essential at the micro. Action Points: Treat crisis as a continuum, not an event: Build standing horizon-scanning into every board agenda alongside performance reporting. Ask each function where they foresee issues and how a single incident in one country could ripple across the business. This forces the board to spot domino effects early and to allocate attention to the right risks rather than the loudest ones. Rehearse together, across channels: Schedule regular cross-functional simulations using the tools you actually rely on day to day, including Zoom, Teams and phone. Test how the board problem-solves laterally rather than how individuals handle a dramatic hostage scenario. Doing this routinely surfaces communication gaps and trains people to lean on each other before a real crisis hits. Build a decision audit trail: Insist that all crisis-era decisions are minuted with timestamps, locations, attendees and the information available at the time, and that everyone present agrees the minutes before they are published. Pair this with a short summary of the alternatives considered and why they were rejected. This protects directors and the company if those decisions are later scrutinised by regulators, courts or the press. Manage the narrative, never lie: Equip your communications function to acknowledge press enquiries quickly, share something of genuine value rather than fill silence, and admit failings with integrity rather than allow the media to take control of the story. Brief any executive or director travelling in volatile situations on what to say, what to avoid and when to go quiet. Trust is built when stakeholders see honest, well-paced communication, not noise. Match leaders to context: Use realistic training to identify which board members lead well under duress and which contribute most in calmer waters. Create a culture where it is safe for someone to step back and let a stronger crisis leader take the chair, without that being read as a failure. Set the example as chair by openly relying on colleagues for the parts of a crisis where they are sharper than you are. The Boardroom Path is the essential podcast for aspiring and newly appointed Non-Executive Directors (NEDs) navigating the journey from executive leadership to the boardroom. Hosted by Ralph Grayson, partner at Sainty Hird & Partners, each episode offers insightful conversations with industry leaders, seasoned board directors, and governance experts. Our guests share practical strategies, valuable perspectives, and actionable advice on how to effectively transition into board roles, maximise your impact, and build a rewarding NED career. Subscribe now, and take your first confident step along The Boardroom Path. Learn more about Sainty Hird & Partners at saintyhird.com . The Boardroom Path is produced by Story Ninety-Four in Oxford, UK.

What happens when the world your board was built to govern no longer exists? In this episode of The Boardroom Path, host Ralph Grayson speaks with Nik Gowing, founder of Think Unthink, former BBC World News presenter and co-author of Thinking the Unthinkable, about why boards are structurally unprepared for the scale and speed of disruption now unfolding. From the fall of the Berlin Wall to the 2026 Iran conflict, Nik draws on decades of frontline reporting and direct engagement with leaders to argue that zombie orthodoxes are blinding boards to existential threats. With the World Economic Forum's Global Risks Report 2026 ranking geoeconomic confrontation as the number one global risk and UK unemployment reaching a post-pandemic high of 5.2% amid accelerating AI-driven job losses , the conversation could not be more timely. Nik introduces the Pinball Principle — the idea that crises now cascade at speeds no board can control — and calls for heretical thinking, new mind muscle and a fundamental rethink of how often and how deeply boards engage with the realities confronting them. (00:00) - Welcome to The Boardroom Path (04:08) - Nik Gowing: From the Berlin Wall to the Boardroom (05:59) - Are Boards Fundamentally Misreading the World? (10:51) - AI, Mass Unemployment and a Coming Societal Implosion (15:09) - The Pinball Principle: No Predictability, No Control (18:38) - Are Boards Designed to Avoid Uncomfortable Truths? (21:24) - Why Boards Are Getting Blindsided on Risk (25:58) - Cyber Attacks, War Gaming and Saturday Morning Crises (28:47) - Heretics in the Boardroom and Tearing Up the Rule Book (33:56) - The Adversity We Are Not Prepared For (37:00) - What Every Chair Should Ask at Their Next Meeting (40:26) - Embracing Uncertainty: The Positive Way Forward Nik Gowing: Nik Gowing is the founder and director of Think Unthinkable and co-author of Thinking the Unthinkable: A New Imperative for Leadership in the Digital Age. A former main news presenter for BBC World News (1996–2014), he spent 18 years at ITN as bureau chief in Rome and Warsaw and as Diplomatic Editor for Channel Four News, collecting a BAFTA for his coverage of martial law in Poland. Nik has reported from the front lines of major global crises including the fall of the Berlin Wall, the collapse of the Soviet Union, the conflicts in former Yugoslavia and the events of 9/11. He is a Distinguished Fellow at the Royal United Services Institute, a Visiting Professor at King's College London and a former member of the World Economic Forum's Global Agenda Council on Geo-Economics. He has advised the President of the UN General Assembly on leadership challenges and holds honorary doctorates from Exeter and Bristol universities. Most recently, he moderated high-level plenary sessions at the 2026 Villars Ocean Forum on planetary tipping points. Ralph Grayson: Ralph Grayson is a Partner in the Board Practice at Sainty Hird & Partners, bringing extensive experience in board-level recruitment, assessment, and advisory services. With a deep understanding of the corporate governance landscape, Ralph specialises in guiding senior executives as they transition into impactful boardroom careers. His thoughtful approach, combined with a passion for developing effective leaders, enables him to facilitate insightful conversations that equip aspiring and newly appointed Non-Executive Directors with the tools they need to succeed. Through The Boardroom Path, Ralph leverages his extensive professional network and expertise to empower listeners on their journey into the boardroom. Episode Insights: Boards are constrained by zombie orthodoxes — inherited assumptions about stability and predictability that no longer reflect reality — and what qualified leaders for their roles may now disqualify them from understanding the scale of disruption ahead. The Pinball Principle captures how crises now cascade in unpredictable directions at speeds that outpace traditional governance structures, leaving boards feeling powerless but unable to admit it. Risk and resilience registers are being artificially constrained, with some chief risk officers told to cap the number of risks they report, leaving existential threats outside the boundary fence. Boards need heretics — people sanctioned to challenge consensus and think beyond established orthodoxies — valued as visionaries rather than treated as problems to be disposed of. AI-driven disruption threatens a societal implosion, with mass unemployment, mortgage crises and a fundamental breakdown in the social contract happening not in decades but in months. Action Points: Build new mind muscle at board level: Challenge every board member to identify at least three assumptions they hold about the business environment that may no longer be valid. Create structured exercises that force directors to confront scenarios they instinctively resist, building the cognitive flexibility Gowing calls new mind muscle. Tear up the quarterly meeting model: If your board meets once a quarter for two hours, it is operating on a cadence designed for a stable world. Increase the frequency of board engagement, even if virtually, to match the speed at which geopolitical, technological and societal risks are now materialising. Uncap your risk register: Audit whether your risk and resilience framework is artificially constrained. If your chief risk officer can only list 20 risks, you are choosing blindness over preparedness. Expand the register to include geopolitical, AI-driven and societal risks that sit beyond the traditional boundary fence. Appoint and protect your heretics: Identify individuals within the board and the C-suite who are willing to voice uncomfortable truths and sanction them to do so. Create a culture where challenging orthodoxy is rewarded, not career-ending, and where scenario planning includes events the organisation considers impossible. Stress-test for Saturday morning crises: Model your response to a major disruption that lands outside business hours — a cyber attack, a geopolitical shock, a supply chain collapse. If your organisation cannot convene and act within hours, not days, you are not prepared for the speed of the current threat environment. The Boardroom Path is the essential podcast for aspiring and newly appointed Non-Executive Directors (NEDs) navigating the journey from executive leadership to the boardroom. Hosted by Ralph Grayson, partner at Sainty Hird & Partners, each episode offers insightful conversations with industry leaders, seasoned board directors, and governance experts. Our guests share practical strategies, valuable perspectives, and actionable advice on how to effectively transition into board roles, maximise your impact, and build a rewarding NED career. Subscribe now, and take your first confident step along The Boardroom Path. Learn more about Sainty Hird & Partners at saintyhird.com . The Boardroom Path is produced by Story Ninety-Four in Oxford, UK.

What do investors actually look for when they sit down with a board? And has stewardship lost its way in a sea of tick boxes and league tables? In this episode of The Boardroom Path, host Ralph Grayson speaks with Kimberley Lewis, Head of Active Ownership at Schroders, one of the world's largest global asset managers. Kimberley leads Schroders' global stewardship strategy and works directly with chairs, CEOs and NEDs on governance, climate, human capital and geopolitics. They explore why quality stewardship should feel like a partnership rather than a compliance exercise and why boards need more courage to explain rather than simply comply. The conversation covers the growing wave of shareholder activism in Europe, with a 44% year-on-year surge in UK companies targeted by activists in 2025 , the impact of the US ESG backlash on UK engagement, and why Kimberley believes companies that double down on their principles will ultimately be vindicated. From board composition and NED stock ownership to the balance between curiosity and technical expertise, this is a practical guide to what good governance looks like from the investor's chair. (00:00) - Welcome to The Boardroom Path (03:30) - From Law to Active Ownership: Kimberley's Career Path (05:01) - What Good Stewardship Really Looks Like (08:31) - Navigating the US ESG Backlash from London (13:01) - The Rise of Shareholder Activism in Europe (15:29) - Influence without Authority: Credibility in the Boardroom (18:02) - Stewardship in 2026 and the Updated Blueprint (21:24) - How Boards Handle Risk across Competing Themes (24:33) - Should NEDs Own Stock? (28:15) - Diversity, Refreshment and the Red Herring Debate (32:51) - When Stewardship Becomes Confused with Compliance (34:40) - The Future Board: Skills, Curiosity and Judgement Kimberley Lewis: Kimberley Lewis is the Head of Active Ownership at Schroders, one of the world's largest global asset managers. She leads the firm's global stewardship strategy, overseeing how Schroders engages with boards and executive teams across listed and private markets on issues including corporate governance, climate change, human rights, human capital and geopolitics. A former lawyer in the United States, Kimberley pivoted into corporate responsibility roles at AstraZeneca and Pfizer before moving into investment stewardship, initially covering North American companies at a boutique ESG-integrated firm. She holds an MBA from London Business School and is a member of the International Corporate Governance Network. Ralph Grayson: Ralph Grayson is a Partner in the Board Practice at Sainty Hird & Partners, bringing extensive experience in board-level recruitment, assessment, and advisory services. With a deep understanding of the corporate governance landscape, Ralph specialises in guiding senior executives as they transition into impactful boardroom careers. His thoughtful approach, combined with a passion for developing effective leaders, enables him to facilitate insightful conversations that equip aspiring and newly appointed Non-Executive Directors with the tools they need to succeed. Through The Boardroom Path, Ralph leverages his extensive professional network and expertise to empower listeners on their journey into the boardroom. Resources & Links: Schroders 2026 Engagement Blueprint The State of Stewardship Tulchan Report IA Stewardship Working Group Report UK Stewardship Code 2026 Episode Insights: Quality stewardship is a collaborative, research-driven partnership between investors and boards, not a tick-box compliance exercise driven by league tables or voting records. The US ESG backlash is making stewardship harder but more important: companies are responding in very different ways, and those that double down on their principles are likely to be vindicated in the long run. Shareholder activism is surging in Europe and the UK, and boards should treat large, long-term shareholders as trusted partners and engage with activist concerns early rather than waiting for a crisis. The UK corporate governance framework needs more courage in the "explain" of "comply or explain": private conversations reveal boards often know what they should do but fear the headlines. Assessing true board quality remains one of the biggest unsolved challenges in stewardship: composition metrics and skills matrices are imperfect proxies for the judgement, curiosity and culture that really matter. Action Points: Treat your largest shareholders as strategic partners: Proactively reach out to your long-term institutional investors for candid conversations about governance, strategy and risk. These investors often have a broader market perspective and a genuine shared interest in long-term value creation. Use them as a sounding board before challenges escalate into activist campaigns. Embrace the "explain" in comply or explain: Resist the temptation to default to compliance for an easy life. If a departure from the corporate governance code serves the company's long-term interests, invest the time to articulate a clear, evidence-based rationale. The FRC has explicitly stated that thoughtful, well-reasoned explanation is not weak governance. Rethink how you assess board composition: Move beyond rigid checklists of skills and experience. Consider whether the board collectively has the intellectual curiosity, risk appetite and constructive challenge needed to navigate complex, overlapping issues such as AI, geopolitics and climate transition. Look at the board holistically rather than applying strict rules to individual metrics. Align NED incentives with long-term value: Consider whether NED remuneration structures encourage genuine alignment with shareholders. The FRC's updated guidance now permits share-based arrangements for NEDs, provided they are not performance-linked. Explore whether personal shareholdings could strengthen commitment and accountability on your board. Prepare for and engage with activism constructively: Monitor early signals of activist interest, including rising AGM dissent percentages and new register entries. Engage with activist concerns directly and early, treating them as a source of market intelligence rather than a threat. Companies that listen and adapt before campaigns go public are far better positioned than those that react defensively. The Boardroom Path is the essential podcast for aspiring and newly appointed Non-Executive Directors (NEDs) navigating the journey from executive leadership to the boardroom. Hosted by Ralph Grayson, partner at Sainty Hird & Partners, each episode offers insightful conversations with industry leaders, seasoned board d...