How board members and chairs add most value to CEOs, with Kate Swann

Oliver Cummings: I wanted to start with your experience of the board as a CEO. One of the things regular listeners will know is that I still wrestle with the data that suggests most boards are dysfunctional. Have there been moments where you’ve seen boards add value as an executive?

Kate Swann: When I was an executive, most of my career was as Chief Executive of public companies. I did two big public roles—WHSmith, which was a big turnaround over a decade, and then SSP. When I joined SSP, it was owned by EQT, and in the first year we turned it around and floated it. I then did another six years back in the public markets. So most of my experience as CEO was in the public markets.

Did boards add value? Yes, certainly they did. Particularly individuals. If I think about some of the individuals I worked with over that period—WHSmith was in a really difficult position when I took over, and then eight weeks in, we had a private equity approach. The experienced board members were very helpful to me—allowing me to work through a turnaround plan and giving me the confidence to deliver something that, at the time, was not a popular plan at all. When I first presented it, everyone said, “Now, of course, that’s what you were supposed to do for the first three years.” But no one said that at the start!

So yes, the board was very helpful. And if I think about the role that individuals played—one of my favourite board members used to come into my office and say, “I don’t think I’m adding enough value, Kate.” And I would say, “Yeah, but the value you add, John, is that you’re my safety net. It’s like I’m on a trapeze and you’re the net underneath. Most of the time, you don’t do anything—but when I need you, goodness me, it’s important to have you.”

So yes—collectively and, very much, individually.

Oliver Cummings: I love that. So tell me more about John—what was the value he was adding as a safety net? Can you bring that to life for someone listening who wants to be that safety net for their CEO?

Kate Swann: Firstly, he had no ego. This was John Barton—unfortunately, he’s not with us anymore. He was Chair of Next for many years, Chair of EasyJet, and he first recruited me into the CEO role at WHSmith.

I didn’t think we were going to get on, to be honest—he asked me in my interview if I thought I was up to the job! But he recruited me, and he turned out to be hugely valuable.

He wasn’t doing it for networking. He was just interested in business, in doing the right thing, and in creating value. So you never had to worry. If there was a problem, John would always ask, “What’s the right thing to do for the business?” It was never about his reputation or about having people on the board who were useful to his network.

He cut to the chase. His view on CEOs was, “If you have to disagree with them a lot, you need to fire them. Otherwise, if they’re fundamentally capable, you’re there to support and challenge—but support first.” And he did that incredibly well in a very low-ego way.

His favourite trick was this: on board days, he’d call me at about 7:15 a.m.—because I got in early—and say, “I’m at the coffee shop over the road. Would you like a coffee?” I’d say, “Yes, how lovely.” He’d bring it in, and an hour and a half later, I’d have told him all the things I wasn’t planning to tell the board.

You’d feel relaxed and open up. I’d say, “I’m a bit worried about this,” and he’d say, “Okay, what are you worried about?” Then he’d give you a very objective set of things to think about—not telling you what to do, but prompting your thinking. He was just great at that.

Oliver Cummings: So if I play that back, it sounds like when you talk about him being a safety net, what he was really good at was creating a safe space for you to unload—and making you unload things you perhaps didn’t even realise you were worrying about. Then he gave you some frameworks to tackle those issues, without giving advice that made you feel straightjacketed.

Kate Swann: I’d probably say not quite as structured as that. The other thing he was great at—particularly in public markets—was navigating the tension between what you want to do and what the market will accept.

John was fantastic at saying, “If that’s what we want to do, I’ll go talk to the shareholders.” There was no, “That’s not very popular at the moment—maybe we should do the wrong thing because it’ll land better.”

Never that. He was great at giving you the confidence to do the right thing, even if it looked unpopular externally.

That was the case with the WHSmith strategy. A retailer choosing to lose sales? People said, “That’ll never work.” But it was the right thing to do, and it proved to be the right thing to do. John was fully behind it—“Yep, you absolutely should do that.”

Oliver Cummings: So you’ve talked about the value that an individual on the board can bring. But it sounded like, by contrast, the board itself—as a group—was less valuable?

Kate Swann: I’d say it’s different. A board is fundamentally a group of people. With any group of people, you’ll get dysfunctional moments. You’ll also get individuals who don’t work optimally together all the time.

I’ve seen some boards that are more dysfunctional, and others that are more functional.

Oliver Cummings: When you think about that collective dynamic, were there some Chairs who were better than others at bringing out the board’s value?

Kate Swann: That’s almost certainly true. Some people are more capable at that than others. One of the skills of being a Chair is that there isn’t a rulebook. There’s no perfect Chair.

You need to use a different set of skills depending on the business, the CEO, the management team, and the board members. A great Chair for one business may not be great for another.

I’ve seen some who weren’t very good—and others who were.

Oliver Cummings: You talked about John as an example of a non-exec who added a lot of value to you as CEO. You mentioned there were others—did they fall into particular archetypes? If we call John the “safety net,” what were the other types that were useful?

Kate Swann: I was fortunate that, most of my career as a CEO, I delivered the numbers. So performance was good, and having a Chair who believed I was doing a good job helped.

If I hadn’t been doing a good job, I’d have wanted more challenge.

But there are some universal traits. Low ego is very important. It’s about the business and the team, not the individual. Someone who’s genuinely interested in helping the business and its people succeed, and who wants to work collaboratively.

Someone with enough confidence that they don’t need to score points. I think those qualities matter more than specific archetypes.

I worked with a couple of Chairs who were very gentle in their style—and that was incredibly valuable at times. At other times, you need a different approach.

So no, I wouldn’t say archetypes, but I do think there are some qualities that consistently make for a good Chair.

Oliver Cummings: That sounds like how they brought value to you. A lot of those things, in many ways, sound like hygiene factors—without which there’s no meaningful conversation. That may be because I haven’t worked with many Chairs.

Kate Swann: That’s probably it!

Oliver Cummings: But what about the what of the value they brought to you? If John created a safe space for you to unload and unpick problems, what did the other non-execs bring that you found really useful as a CEO?

Kate Swann: Friendship—particularly when I was going through something really difficult, like the turnaround at WHSmith, or just the volume of work at SSP. It can be quite a lonely job. There’s an awful lot of responsibility as a CEO.

Having a Chair who takes a bit of that—not in a practical sense, but emotionally—so it feels like shared responsibility, that was really useful.

Also, someone who could lighten the mood at the right time. Sometimes it was useful to have someone say, “Go home and eat some chips,” and you’d go, “Yeah, you’re right, I should do that.” Just a bit of care for your wellbeing, and a bit of perspective.

As a CEO, you can get very close to something. That perspective from someone outside the day-to-day is sometimes super helpful.

Some Chairs were very well networked in their industry, which was also helpful. One of my Chairs at SSP was very grounded in the airline and airport industry—he knew everyone. That was hugely valuable. We’d talk about a particular airport strategy, and he’d always have an insightful take.

I don’t think you necessarily need that all the time, but when it’s there, it’s very helpful.

Oliver Cummings: That definitely resonates with a number of past guests—the idea of a board member who brings introductions or context from their network.

Kate Swann: I wouldn’t take that over strong personal qualities, though. For example, the Chair at IVC—who I now sit on a board with—was very helpful in that business. But I’d always prioritise the personal qualities. I’d take those without hesitation.

Oliver Cummings: Another category I’d distill from what you’ve said is the person who genuinely cares for the CEO—someone who helps them keep perspective, provides wellbeing support, and offsets the challenges they face.

Kate Swann: That’s right. And if you have that kind of relationship, then even if they eventually need to say, “Kate, your time is up,” it becomes an easier conversation.

Oliver Cummings: One last question on your CEO time—if you could go back now, knowing what you do as a non-exec, and you were sitting on the board of a company where you were CEO, what value would you look to bring that you didn’t receive at the time?

Kate Swann: Remember these were public companies. I think I’d get more value out of a style that’s more similar to a private equity Chair—where it feels more like a team. In private equity, the Chair is generally much more involved. It’s less about governance and “what can we get past the shareholders?” and more about what’s right for the business.

Oliver Cummings: That’s interesting. In the Nurole Plus community, we host sessions where board members bring challenges they’re wrestling with, and the peer group helps them solve them.

We recently had a session with listed company board members. Half the group saw governance and regulation as a massive problem, and the other half couldn’t understand what the fuss was about. There was a real bifurcation in how people perceive the weight of being listed.

You’ve worked in both private equity and listed environments—how do you see the difference? Can you bring the private equity-style cut-through to a listed environment?

Kate Swann: I do think you can. At Moonpig, I started as Chair when it was privately owned. We floated it, and I’ve continued as Chair. That board still works more like a private equity board. Of course, we do all the governance and operate within the constraints of a public company—but yes, I think it’s possible.

And I always said, as a CEO in a public company: as long as you perform, you’re more or less left alone by the shareholders. So to some degree, the board leaves you to get on with it.

In private equity, you’re probably pushed more to deliver full potential—not just to be top quartile. As a CEO, I found that motivating: “If I always deliver, I can just get on with doing the right thing.”

That said, there are frustrations around governance. On the flip side, if you’re an average CEO, it’s much easier to hide in a public company than in private equity. So there are pros and cons depending on what sort of CEO you are.

Oliver Cummings: For a board member listening to this, thinking “we’re bogged down in governance, but I’d like to make us more private equity–like,” what advice would you give to affect that shift? Is it simply about getting the right people around the table?

Kate Swann: I’d start with the board. It comes down to motivation. Are those people really there to help the management team deliver the full potential of the business? Or are they there because they’ve been around a while, want to keep their hand in, enjoy the status or social side?

You can see it in their level of engagement and the quality of their dialogue.

So yes, it starts with the Chair and the board—ensuring people are motivated to bring their experience, challenge, capability, and extra hours to help the business.

From the management team’s side, there’s some re-education. I know that, as a CEO, I was probably less open to that kind of help. I thought, “Let me just get on with it—I know what I’m doing,” except for the few NEDs we’ve discussed.

But if you get the right type of individual around the table, management teams find the discussion valuable. If I think about what I do now—my day today has involved discussions with two of the CEOs and one of the C-suite. It’s all been about strategic issues. “We’re doing this—do you think that’s right?” It’s much more discursive. It’s not “they present and I listen.” Then I’d say, once you’ve sorted out the board and the management team’s response to that, the content of what you talk about—the board agenda—is really important.

Make sure you’re discussing the things that matter—levers that make a difference. And yes, of course, you have to tick the boxes and do the right thing on a lot of other areas. But don’t let that overwhelm your agendas.

Oliver Cummings: You’ve built a wonderful range of roles across sectors and ownership types. What’s been the golden thread that joins it all up?

Kate Swann: For me, I like doing things where I can add value. I’m the world’s worst networker, so if you’re listening to this and you’re a terrible networker, don’t panic—you can still do okay. It’s great if you can network, but honestly, it fills me with dread.

I’ve never been to the Chelsea Flower Show. I’ve had billions of invitations, but I’ve never been.

For me, it’s always about: can I add some value? Because that’s what gets me excited. I’m sector-agnostic. It doesn’t matter to me, so long as I think I can add some value.

You might look at my portfolio and think, “Gosh, that’s a really random bunch.” But actually, a lot of the levers you pull to drive value are really similar.

For example, you might look at IVC Evidensia, the veterinary business, and at BDR Thermea, which distributes air conditioning and refrigeration parts, and think they’re worlds apart. But there’s been a huge M&A lever in both of those.

Similarly, revenue management—how you price, how you understand elasticity—is a big driver across many of those businesses.

Having a clear plan is another. You’d be amazed how many businesses aren’t really clear about what they’re trying to do—and therefore aren’t focusing on the things that will make the biggest difference.

So I’ve found that, not universally, but often there are more similarities in chairing these businesses than it might look like from the outside.

Understanding those levers—and wanting to work out what they are—is more important than whether you’ve ever run a theme park. Which I haven’t! Though I’d quite like to. It must be an exciting job, running a theme park.

Oliver Cummings: We record Enter the Boardroom in the hope it gives listeners ideas to add value to their boardrooms and help unlock non-executive opportunities.

If you found it helpful and want more structured board-level learning, development, and networking, I encourage you to try Nurole Plus. Our six-month boardroom courses provide structured guidance from senior board members and Nurole’s board search professionals across 12 different events.

The course is designed to help you decide which roles to apply for, refine your board CV and profile, network strategically, prepare for chair positions, master applications, and sharpen your board interview skills.

To celebrate our milestone of 100,000 Enter the Boardroom downloads, I’m delighted to offer a 10% discount to all our listeners who sign up between now and the end of March. Head to plus.nurole.com and apply the code “enter” (all lowercase) at checkout.

Oliver Cummings: So I think the first investment I was ever involved with was alongside EQT when we acquired ISS. They’re a smart, very nice, very smart bunch.

For a group of investors like that to ask you to chair multiple portfolio companies, you’re clearly doing lots right. What has been hardest for you in terms of that transition from CEO to Chair?

Kate Swann: I first met EQT when they hired me as CEO of SSP. They owned it, and we went through the float. I think you see a lot about the real culture of a business when you go through a float—because it’s a tricky and stressful process.

At the time, I’d never heard of EQT. They hadn’t done much in the UK then. The partner I worked with—who’s now gone on to be (I think) ruler of the world—then did a deal in the UK, which was IVC Evidensia.

They had a vet business in the Nordics called Evidensia, and they bought IVC in the UK and put the two together.

Per said to me, “Would you like to be on the board of this UK deal?” and I thought, “I’ll try that.” So I joined the board, was on it for a couple of years, and then the CEO and EQT said, “We’d like you to chair it.”

At that point, I’d announced that I was standing down from SSP, and I thought, “Well, I don’t know if I’ll be a very good Chair or not.” I’d been a CEO—I knew what to do in that role—but I also knew I couldn’t just repeat that as Chair, because that’s the CEO’s job.

They said, “We think you’ll do well—you’ve been on the board a couple of years, and we’ve seen how you behave.” So I thought, “Okay, this is a good opportunity to find out.”

Contrary to my expectations, I didn’t find the transition that difficult. I think I’d got the CEO bit out of my system. I had no desire to get involved in that level of detail anymore—which surprised me.

There’ve been a couple of occasions, but overall, I’ve found it much less problematic than I thought I would.

One of the CEOs—Simon Smith, at IVC—used to work for me at SSP. I recruited him. I remember him saying, “My worry, Kate, is that it’ll return to the SSP dynamic—where I’m the CEO, but really you’re the CEO and I’m doing what you want.”

I said, “When did that ever happen, Simon?”

But we’ve built a really great working relationship as Chair and CEO. If you asked him now, I think he’d say, “Kate’s a great Chair.” Contrary to his expectations, I’ve turned out to be decent. I’ve surprised myself, really.

Oliver Cummings: So I guess that’s a big part of it—leaving the CEO itch behind. But do you feel there are new muscles you’ve had to build as a Chair? Which ones have you had to work hardest at?

Kate Swann: Oh, completely. The first thing I noticed was that, as a CEO, you’re deeply into one business. When you start chairing multiple businesses, it takes time for your brain to compartmentalise.

At first, I’d start a sentence talking to the vets and then realise—oh no, that’s a parks point. But your brain adapts quickly. I don’t find it troublesome now. It’s like, “That was that conversation; now this is the next one.” Different parts of the brain.

Then, there’s a whole different influencing style you need. As a Chair, you can’t say, “Okay, I’ve heard the discussion, but we’re going to do this.” That’s the CEO’s job. If you find yourself needing to do that too often, then—as John used to say—you have to question whether the CEO is the right person.

But you do need to get your CEOs to think and reflect. What I’ve learned is that what makes a good Chair often comes down to understanding how the CEO works.

Some of my CEOs—I can have a really direct conversation: “I don’t see the logic. Help me understand how you go from A to B.” Others wouldn’t respond well to that at all.

One of my CEOs is a reflector. So I’ll float an idea gently: “Just something to think about.” And two weeks later, he’ll come back and say, “You know, I’ve been thinking, and I think we should...” And I go, “Yep, great.” Same result—different path.

So you need a much broader, deeper set of influencing skills than you do as a CEO.

Oliver Cummings: You called one of your CEOs a “reflector.” It sounds like you’re categorising them a bit. Can you expand on that?

Kate Swann: I wouldn’t say I categorise them, but they’re definitely different.

One is a reflector. You can’t go through the front door with him—you have to go around the sides, and then he opens the front door.

Another is very structured. He likes to write papers. Doesn’t love open discussions. If you want a discussion, give him time to write something first, and then talk from that.

The other two are more performance-driven—and I don’t mean the first two aren’t—but with them, you can have a more direct conversation and hit the key points straight away.

I also chaired Secret Escapes for a while, working with founders. That was another learning curve. Really interesting. Founders are different again.

As Chair, your job is to get the best out of the CEO and the management team. And because they’re all different, you have to behave differently. You have to supplement where they’re weaker and support where they’re stronger. That varies by individual.

Oliver Cummings: What have been the most challenging situations you’ve faced as a Chair—and what can those listening learn from your experience?

Kate Swann: When I first started at WHSmith, it was really tough. There were so many issues to deal with.

I remember—it was around November—and I was standing on the King’s Road just before Christmas. I’m a really good shopper, but I wasn’t enjoying it because I knew the phone would ping constantly. Under every stone, something unpleasant would crawl out. That was tough.

And it was in the newspapers all the time. Everything we did was scrutinised. A lot of it wasn’t typical or robust enough to stand up to that scrutiny—especially in the early years.

When you’ve got school-age kids and people are reading things in the press, it’s tough. Your kids come home saying, “Mum, it says you did this...” That was really hard.

Looking back, I’m glad I did it—but if someone asked me to do it now, I’m not sure I’d say yes. It was really tough.

That said, going through a tough experience is super useful. Most other things won’t be as hard. You develop scars, yes—but also empathy and resilience. Those things are really valuable.

I was listening to a podcast about happiness, and it said: if your expectation is that it’s going to be absolutely grim, and it’s slightly less grim, then you’re happy. So I wouldn’t shy away from those experiences—but I’d go in with my eyes much more open.

There have also been times when the sheer quantity of work felt overwhelming. It takes a lot for me to feel at capacity, but there have been times when I’ve had to choose not to do things that I knew I should.

I’ve learned that you just have to be rigorous with prioritisation—and not worry so much.

Hence why I’ve never done the Chelsea Flower Show! If it wasn’t family or didn’t put a pound in the till, I wouldn’t do it.

It’s not a popular strategy—bankers and lawyers expect a degree of networking—but I never did it. And I think that’s what enabled me to get through the quantity of work: I did family and work. That’s it.

If you try to do a bit of everything, you won’t do anything well.

Oliver Cummings: As a CEO, one of the most useful HBR articles I’ve read was How the Best CEOs Spend Their Time. It made me realise I wasn’t spending enough time on strategy—so now I clear Fridays just to think strategically.

How do you think about allocating your time as a Chair, with that same ruthless prioritisation?

Kate Swann: I think about it in terms of what the business needs. I don’t have a fixed formula for how much time I spend on different things.

I ask: where can I create the most value right now?

If the strategy is clear and there are no obvious risks, then I’ll focus on execution. If execution is going okay but we’re not looking far enough ahead, I’ll shift my time toward strategic direction.

Pretty much everything I do is driven by, “What’s going to create value here?”

Oliver Cummings: Can you bring that to life with an example? At BDR Thermea, the company expanded through 15 acquisitions—including a major entry into North America. In an earlier episode, John Allan talked about Tesco’s failed entry into the US, where they assumed the same model would work and didn’t have a clear right to win.

How did you think through those acquisitions and the North America move?

Kate Swann: BDR Thermea operates in multiple countries and is very decentralised. There isn’t one model that gets rolled out everywhere.

When I took over as Chair, it had very little central infrastructure. Each Managing Director did M&A in their spare time—no one was driving it.

But M&A was clearly a value driver. The market was fragmented, and there were real advantages to being part of a larger group—purchasing, digital propositions, benchmarking, green product development, own-brand products.

So we set up a tiny M&A function. One person, initially. But it brought focus.

We weren’t stepping in saying, “Here’s our playbook, do this.” That’s not how BDR operates. It’s a relationship-driven B2B business—men in vans, selling parts to smaller chains. Those relationships are critical.

Some areas benefit from centralisation, but a lot is best done locally.

Oliver Cummings: So if we tie that back into time allocation—clearly your role there was very different from how you’d have approached it as CEO. Can you give aspiring Chairs a sense of how involved you got? Were you, for example, interviewing M&A hires?

Kate Swann: At that time, we were changing CEOs at BDR, so I was more involved than usual.

Normally, I’d work through the CEO. If they said, “We’d like this person to present to the board before the paper goes in,” then great—I’m happy to help.

That’s where open-minded CEOs can really benefit from board members. We’ve been through a lot of these loops before.

But yes—always through the CEO, unless we’re making a change because the CEO isn’t up to the job.

Oliver Cummings: When you dive in as Chair, how do you draw the line between being a supportive auditor and doing the CEO’s job?

Kate Swann: The way I draw the line is: I ask the question, but the CEO must take it forward.

I might say, “I think this is a valuable question,” but then I step back. I don’t say, “Get this person in the room,” or “Get me that data.” That’s the CEO’s job.

Oliver Cummings: Time is flying by, which means it’s almost time for the lightning round. But before we go there, I just want to ask one last question.

You strike me as someone with a strong growth mindset—constantly learning, with a high-performance drive. What are you doing as a Chair now, on the personal development front, to make sure you're getting better?

Kate Swann: The reason I like having high-quality board members is that you always get to learn from them.

Someone once told me that in any room of people, there’ll be something every single person does better than you—and I’ve found that to be absolutely true. So I learn from the people I work with.

I also really like capable CEOs and management teams. They’re great to learn from too.

Beyond that, I’m trying to do a bit more work on enjoying the present. That’s not coming naturally! I’ve been reading about it—but it’s not easy.

Oliver Cummings: I just said the same thing in another podcast—I’m trying to learn to be in the moment!

Kate Swann: It’s tricky, isn’t it? A surprisingly helpful lawyer friend of mine said she’d benefited from transcendental meditation.

At first, I thought, “This sounds like a nightmare journey,” but she said, “It’s just two Sunday afternoons.” And I thought—sign me up!

Oliver Cummings: Two Sunday afternoons and you’re transcendental!

Kate Swann: That’s exactly my kind of plan.

Lightning Round

Oliver Cummings: Time has flown, which means it’s time for the lightning round. I’ll ask a short question, and you give a quick response.

Oliver Cummings: Best book every board member should read, and why?

Kate Swann: I don’t really know. But one of the smartest people I’ve ever worked with is a guy called Neil Monnery. He’s written a couple of great books—Safe as Houses, and one on the success of Hong Kong. I’d say read those. They’re crackers.

Oliver Cummings: Boardroom behaviour that irritates you most?

Kate Swann: People who are on the board for themselves. Whatever the issue is, their first question is, “How will this affect me?”

Oliver Cummings: Most valuable board ritual?

Kate Swann: I don’t really have one as Chair. But when I was a CEO, we had something called “caring and sharing” at the start of exec meetings. Everyone had to go round and share something unrelated to business.

Oliver Cummings: Favourite quote?

Kate Swann: Somebody told me early in my career: “There are 24 hours in every day—you can do a lot in 24 hours.”

Oliver Cummings: Most significant professional insight?

Kate Swann: Always do the right thing for the business—and then do it as humanely as possible. But treat those as two separate decisions.

Oliver Cummings: How are you better today as a board member than when you started?

Kate Swann: I’m more generous with my time and experience. All those painful experiences I went through—I don’t want that learning to die with me. I want to share it so others don’t have to go through the same thing.

Also, I’ve gained perspective. I used to sweat everything—big or small. Now I sweat only the important stuff.

Oliver Cummings: And finally—three things our listeners should take away from this episode, if they take nothing else?

Kate Swann:

1. Work super hard as a board member.
2. Work out how you are going to add value.
3. Think hard about how to add that value in a way that’s going to land well.

Oliver Cummings: Kate, this has been a hugely energising discussion. Thank you so much for taking the time to share your wisdom and experience.

Kate Swann: Pleasure.