Non-Executive Director and Board Chair
The right chair or non-executive director makes a board stronger at the stage its organisation has reached, whether a nomination committee, an investor, a founder or a family is making the appointment.
James Walker is an independent non-executive director and board chair, a qualified accountant (a Fellow of the Association of Chartered Certified Accountants) and a Chartered Internal Auditor. In his executive career he has led internal audit teams at Credit Suisse and UBS, preparing and presenting what boards and audit committees receive. Board seats are personal appointments, held in his own name.
On a board, that background means a director who can tell whether the papers give a true picture, and who asks for what is missing before the board decides. He brings independent judgement to strategy and to the oversight of performance and risk, and supports the executive while testing its thinking. He has sat as a member of an audit and risk committee, and is ready to chair one on a board he does not chair.
Purpose
What the non-executive and chair roles are for
“Non-executive work, done well, brings constructive challenge and support to a board, so its strategy is tested and its decisions are stronger. A chair leads the board and makes sure that challenge is heard.”
James Walker, Founder, Lightning Oak
James brings that challenge and support to every board and committee he sits on. As a chair, he also answers for who sits on the board, and whether the questions it must settle reach its agenda in time to shape a decision.
Experience
Why his record fits a board
James chairs a growth company in nature markets as it builds out its board beyond the founding directors, and he sits on the board of a large, well-established NHS trust. They are at opposite ends of the scale. A board appointing him gets a director who has seen governance as it evolves and governance that has run for years.
His board service has run in parallel with his executive career from early on. On audit and risk committees he has served as an independent member and as a non-executive director, and he chairs a finance committee today. As an executive he has been on the other side of that table, presenting audit findings to the non-executives of regulated banks and of group companies in several countries. That matters most to a board whose audit and risk knowledge sits with one director, or with one about to step down.
His regulated experience comes from his executive career, inside banks supervised by the Prudential Regulation Authority as well as the Financial Conduct Authority. There he held responsibility delegated under the Chief Auditor, who carried the regulatory accountability, and dealt with both regulators directly.
Contribution
What he brings to the work of the board
An appointing board needs to know what a non-executive director will add beyond a single committee. As a chair, James shapes strategy with a founding team, and on committees he holds management to account for what it proposes. In a growing company, he asks for the controls its next stage needs. In each seat he tests whether the plans in front of the board will hold, and asks what the board needs to see to know they are working.
A relationship built around the person
He designs each working relationship with an executive around what that person needs. With the leadership of a growing company that means being informal and always within reach, while inside a global bank it was more formal, and the heads of the businesses he audited called him for a view before they made a change.
Auditors and risk functions held to account
On an audit and risk committee he has held the external and internal auditors to account on the rigour of their challenge, and he has sat on panels appointing external auditors. He asks the same of risk functions: whether what reaches the committee reflects the risks the organisation carries.
Ready when things go wrong
Every board needs to know its organisation can keep going through a major incident. At an NHS trust he is the non-executive board champion for emergency preparedness, resilience and response, supporting the assurance the board gets on how ready the trust is. The executive team leads the preparation and the response.
Plans and the people behind them
On an NHS trust board he chairs the Finance, Planning and Performance Committee, and asks management to set out plainly what can be delivered and when. As vice chair of its People, Culture and Leadership Committee he looks at whether the organisation has the leadership, culture and people its plans depend on.
Ownership
For investors, families and founders making a board appointment
A fund or family backing a business, including a venture investor leading a funding round, can appoint James to its board as chair or non-executive director. Whoever proposes him, his duty as a director is to the company. His part is to oversee progress against the plan agreed at investment, and to check that what the board is told about it holds up, for the founders as much as for the investors. On a sponsor-backed board he can chair the audit and risk committee from the start, and brings the reporting discipline a fund and its lenders expect.
Where James has carried out diligence or advisory work for an investor, the investor decides whether to offer him a later seat on the board of a business it backs. Before that board agrees to the appointment, he tells it what the earlier work was. That board then decides whether he can be treated as independent for that seat.
A founder not yet ready to appoint a chair or non-executive director can start with a board advisor or an advisory board. The questions further down cover when to make the move.
“In my role as Chair, the support, challenge, contribution and Internal Audit, Risk and Financial skills he brought to the table added an additional layer of professionalism and important external perspective to discussions.”
Questions
Board appointments
For a founder, a business scaling up or a firm setting up an audit committee, the questions are when to bring in an independent director and whom to appoint. Organisations adding an independent member to an existing committee face the same choice.
When does a growing company need an independent chair or non-executive director?
There is no legal requirement for a private company to appoint an independent non-executive director or chair, so the timing is for the founders to judge. Very large private companies must still report each year on their governance arrangements, and many use the Wates Principles, which cover how the board is made up and where its independent challenge comes from. Appointing an independent director before outside investment arrives lets that voice influence how the company is governed from the start. Where a company is not ready for independent directors, an advisory board can come first. James has set one up for a technology founder, recruiting the advisors and agreeing their terms of reference.
What should a bank or growing firm settle before it sets up an audit committee?
A new audit committee needs its remit and its membership settled first. An audit committee oversees, on behalf of the board, the integrity of the financial statements, the external audit, risk management and internal control, and the work of internal audit. Under the UK Corporate Governance Code 2024, which applies to listed companies, its members are independent non-executive directors, at least one with recent and relevant financial experience. A bank must also meet the rules its regulator sets on who sits on the committee, and a private company can use the Code as a guide. James, a qualified accountant who has been a member of audit and risk committees, can help a new committee settle its remit and choose its people.
What makes a good independent audit committee member?
A good independent audit committee member reads what auditors and management present with a critical but fair eye, and has the independence to challenge it. James spent several years as an independent appointee on the audit and risk committee of a national grant-making charity, chosen for the committee rather than the board. Appointing members this way lets an organisation add audit, risk or financial expertise to a committee without changing the board itself.
Should a company have one audit and risk committee, or separate audit and risk committees?
A combined committee and separate ones can both work, and the choice turns on how much board time the risks of the company need. Under the UK Corporate Governance Code 2024, the audit committee reviews risk management and internal control. A separate board risk committee of independent non-executive directors, or the board itself, can take that on instead. James has sat on combined audit and risk committees and seen one committee carry both agendas. He can help a board judge whether its risks need a committee of their own.
What does a chair do that other non-executive directors do not?
A chair brings the same challenge and support as any non-executive director, and is also responsible for leading the board and for how well it works as a whole. Under the UK Corporate Governance Code 2024, the chair promotes a culture of openness and debate, helps each non-executive director contribute, and makes sure directors receive accurate, timely and clear information. James chairs a company as it builds its board.
Insights
Writing on boards and governance
These pieces are for directors and chairs, on the questions a board has to answer for itself and the evidence it needs before it reaches a view. A director joining a board, or a chair bringing in a new director, can use them to check their own thinking before the board meets.
Where does a board’s assurance for Provision 29 come from?
What a board that follows the UK Corporate Governance Code is asked to declare about its material controls, and why a new director needs to be able to judge the evidence behind it.
AI buck stops with boards
The questions a board should put to management about its use of artificial intelligence, and whether the directors between them understand it well enough to oversee a strategy that relies on it.
Bring James a brief
James continues to build his board portfolio, and welcomes a brief for a further chair or non-executive role. A brief can come from a nomination committee, a search firm, an advisor, a fund, a family or a founder. Send it by email, or call to discuss the seat before anything is written down. His board CV follows the first call, and references once the fit is clear. A founder still deciding whether the company needs a chair yet can call to talk that through first.