Real Velona

Introduction: Diving Into the World of Board Governance

A few months ago, I dove into a strategic board director course—an exciting yet daunting step to sharpen my skills in governance, legal responsibilities, risk management, and financial literacy.

The why

As I am entering a new career phase as a technology investor and advisor, I expected—and later confirmed—that I’d be invited to join the boards of early-stage companies I’d choose to invest in.

I have always been somewhat concerned about director liabilities, especially related to solvency concerns in early venture companies, which have a higher failure rate than established companies.

So I thought formalising my experience with a qualification would also fill out my knowledge gaps around director judiciary responsibilities and liability risks.

Going in

I went in thinking I already had a very strong foundation as a director, after acting as a director for my companies over the years, setting up corporate governance from scratch, establishing sub-committees. I thought I had a pretty good grounding in legal and financial constructs after negotiating with multinational corporations, and dealing with compliance and legal issues, reporting to large international owners, and through my own investing activity.

After completing the course, if I was ranking myself going in, I’d give myself as 4/5 in Governance, 3/5 in Legal Concepts, and I have to admit I was probably only a 2/5 for risk management and financial literacy. There was definitely a lot that I learnt from the course, and I would recommend it for anyone looking to make the transition from executive to board roles, even if it is just part time, non-paid director roles in the NFP sector.

Useful, and maybe surprising learnings.

Director mindset: A big focus of the course was adopting the ‘director mindset,’ which I thought I’d master easily, having transitioned from CEO to Chair in the past. I assumed I could effortlessly separate oversight from execution, but I was wrong. The feedback I got during the course showed I kept slipping into operational details instead of focusing on approving frameworks, setting the tone, and providing strategic oversight. It turns out this shift is a common hurdle for executives, which is why the entire first module zeroes in on it—and I’m glad it did.

The Transparency paradox : In the first module on Corporate Governance I was struck by the complex and often nuanced nature of transparency and disclosure within organisations. This is an area that has challenged me in my previous experience on boards, as best practice around board minutes was often confusing and it felt like it was working against my core belief that the more transparency the better. While studying the course, I have reflected on this and have realised that I didn’t appreciate the distinction between transparency and disclosure. I know believe the key the key to navigating this paradox lies on a spectrum between these two concepts. To read more about this refer to one of my earlier posts.

Safe Harbour Provisions: Another area that I am very grateful to being exposed to via the course, is Safe harbour provisions – rules that shield directors who act in good faith to save a struggling company without facing personal liability. In my startup experience, I’d always tiptoed around insolvency risks, especially since early-stage ventures often teeter on the edge during funding rounds. I wish I’d known about these provisions sooner; they offer a practical way to prioritize stakeholders’ interests during tough times without the constant dread of legal fallout. It’s a game-changer for navigating the startup world’s financial tightropes.

Board Accountability: The course drove home a stark truth: the board—and every director—is fully accountable for the company’s actions. I’d always assumed dissenting votes might shield me, but even if I disagree and lose the vote, I’m just as liable as the rest of the directors. This level of responsibility hit me hard. It’s made me resolute about doing thorough due diligence—checking financials, culture, and values—before joining any board. I’d never take an unpaid role now, and I’d insist on directors’ insurance. The risks are real, and this flipped my old view of director gigs as cushy or overpaid.

The Power of Risk Appetite Statements: One unexpected highlight from the course was diving into risk appetite statements—clear guidelines that define how much risk a company is willing to take to achieve its goals. The course showed me how vital they are for boards to align strategy with acceptable risk levels, especially in volatile industries like tech or startups. I now see them as a linchpin for proactive governance. Yet, I feel they’re underutilized or poorly implemented in many organisations today. Too often, they’re either vague or tucked away and ignored altogether. It’s a missed opportunity.

Navigating Legal Obligations in a Crisis: The course dedicated substantial time to crisis management, particularly the legal obligations directors face—an area I hadn’t fully unpacked before. This was a game-changer for me; I went from a vague awareness to feeling ready to steer through a crisis with a clear, legally sound playbook. Many of the case studies and scenarios focused on cyber breaches which felt very relevant to our current context.

Rethinking Large Boards: After grasping what good governance demands, I’ve concluded that a single, part-time board can’t adequately oversee today’s large corporations or sprawling company groups. The sheer volume of issues—strategy, risk, compliance—outstrips the time these boards can realistically commit. Even well-intentioned directors get stretched thin. I’m convinced we need a new model, like full-time boards, to match the complexity of modern organizations. The old structure just doesn’t cut it anymore.

Key Takeaways.

Other than all the theory, this course taught me to Embrace the Strategic Lens; Shift from operational details to governance priorities—approve frameworks, set tones, and oversee, don’t execute. Getting through the assignment and the exam and quiz also taught me how important it is to Practice Critical Thinking; a director needs to weigh a plethora of concerns and data and choose the most appropriate response to ensure that the organisation is proceeding in the best interests of all its stakeholders whilst protecting themselves from liability at the same time.

Tips about the course

Some tips to those who are thinking about doing the course. I did the self-paced (the cheapest of the options), so all these tips are related to this option.

• There is a lot of reading. When my binders first arrived, I was a little shocked. I needed to get through over 1000 pages worth of reading, including core materials and case studies. That doesn’t even include the additional recommended reading. This is not a small undertaking, the material is dense, and as you’d expect somewhat dry in places.
• It had been a long time since I had done any formal coursework. It took some time for me to acclimatise to the way to prepare the assignment. This ended up being quite a large undertaking. Although I did read the exemplar, it wasn’t that extensive, and I didn’t stick to it religiously. This worked against me. If you do the course, pay a lot of attention to the exemplars.
• Because there is so much reading, I recommend starting the assignment in parallel to your reading, and effectively re-drafting it after every module. I didn’t do this, and I found myself going back over the modules in quite a lot of detail, effectively reading everything twice, once on the first pass, and then again when doing the assignment. I have a feeling that redrafting the assignment at the end of every module may have been a more effective and efficient way of completing the assignment.
• The course allows a resit of the assignment, exams and quiz, but because the assignment and exam require a 3 week marking turn-around, I recommend getting through this early and quickly with a least a month to the final deadline to allow you an opportunity to do a resit.
• I started off by using the binders for my reading, but when I went away for my trip to Japan, I downloaded the PDFs of the modules and loaded them onto my kindle scribe. I found that this provided a much easier way to take highlights, notes and to annotate, and I feel that had I been a little more prepared I would have exported these notes, as they would have been extremely useful to have handy during the exam.
• The exam is pretty hard, and although it is online and therefore open book, it is cumbersome to handle the binders, and the time allocation even at 1.5 hours, quickly runs out when you are trying to get through the four challenging scenarios.
• The quiz is also scenario based, but is a multiple choice affair, which seems easy enough. You get to do two practices as preparation, and I believe as long as your knowledge of the materials is sound and you apply a strict directors mindset you should pass. That said, I found the expected answers in places to be a bit ambiguous at times, and against prior theory and explanation. This made certain questions in the quiz difficult to predict sometimes. This is an area the AICD could look to improve.