On 09 October 2023 , PCF and the Information Commissioner’s Office (ICO) convened a roundtable on governance transition, inviting Chairs of both private and public sector boards. PCF Chair Helen Pitcher hosted the roundtable.

This roundtable was especially timely for the ICO, as new legislation currently going through Parliament will significantly change the ICO’s governance. John Edwards, Information Commissioner for the UK, shares his reflections via video, following the roundtable discussion on best practice approaches for governance transition:

Key points discussed at the roundtable include:

1. The importance of clarifying the role for the Board in setting a clear strategic vision, articulating the organisation’s purpose, mission and values. Participants recognised that ICO achieves this and the Board’s role will be to ensure this is understood and communicated across the new organisation, challenging and supporting the Executive who are tasked with delivering the vision. The Board will need to empower the Executive to make decisions, and hold them to account. The Chair will need to set clear boundaries, and ensure the NEDs understand the scope of their responsibilities.   

2. The need to clearly define, establish and maintain the culture of the Board. A challenging but supportive and trusting relationship is needed between the Board and the Executive. This needs to be a two-way relationship where the Board empowers the Executive through clear delegation and trusts them to deliver, and where the Executive works within the strategic framework set by the Board and ensures that there is a ‘no surprises’ approach.   

3. Most Boards do not take regulatory or operational decisions but rather focus on ensuring that they set the framework in which they are taken and ensuring that decisions are being taken by the right people with the right information. For many organisations, the Board does not have accountability for individual decisions but they do require the Executive to brief the Board on emerging issues and high profile or high-risk decisions before they happen, so they are able to understand the position taken and defend it if necessary.    

4. The need to be active in safeguarding both the real and perceived independence of the organisation, for example through taking a proactive role in the NED appointments process, influencing the outcome and encouraging suitable candidates to apply when advertised.   

 5. The need for diversity on the Board. With regards to the skills needed for the Board roles, the need for media skills was discussed, and in relation to the CEO role, there was discussion of the need to focus on leadership experience rather than technical expertise. With regards to NEDs, the Board will operate most effectively if members have a wide range of experience and skills rather than one specialism.    

 6. Regarding the difference between public and private sector Boards, the focus was less on governance structures (which are largely similar) and more on the culture and behaviours of boards, for example the importance of stakeholder management for public boards and on how public boards can learn from a focus on pace and agility in the private sector.   

7. The need for close management of conflicts of interest, and the use of codes of conduct and terms of appointment to ensure the integrity of the Board was discussed, as well as the need for the Chair to consider how to handle disagreement between Board members.    

8. Regarding Executive membership on the Board, the focus was on ensuring the ratio of NEDs to Executives was correct and allowed the Board to effectively hold the Executive to account. Executive attendance, rather than membership, at the Board is one way of fostering an open and transparent working relationship between the Board and Executives.