NOMADs: How to Maximise Their Value and Minimise Annoyance
Over the course of our 800+ board hires in the last year, we have regularly spoken to AIM Chairs, SIDs, and NEDs, c.1300 of which are Nurole members.
Combined with our Mastermind groups, in which AIM peers come together to challenge, support and network with each other, this allows us to aggregate information on top-of-mind challenges and their potential solutions.
In recent weeks, the topic of troublesome NOMADs has been front and centre, and in this article, we offer some insights into the problem and its potential solutions, taken from our AIM network.
The tricky role of the NOMAD
Some friction between AIM boards and their nominated advisors (NOMADs) may be inevitable. When it comes to growth, NOMADs can have a negative impact in a huge number of ways: over-zealous reporting & disclosure, withholding share issues - whatever the particular pain point, boards often end up feeling like their NOMADs are an annoyance to be tolerated.
However, there have been several high-profile cases over the last few years in which companies have suffered because their NOMADs have not been zealous enough. In one case, the FCA fined the NOMAD of an AIM business substantially for failure to carry out adequate due diligence on the company prior to its admission to the market. This led to serious financial difficulties for the business and accusations of fraud being levelled at its directors.
In another case, the board itself announced “significant, potentially fraudulent, accounting irregularities” and publicly criticised its NOMAD for its lack of transparency and communication with the market. As both these instances make clear, the FCA will not hesitate to intervene where they suspect organisations of failing to comply with AIM listing rules. Put differently, companies that under-invest in their NOMADs can face real and immediate repercussions.
How to create a valuable relationship with your NOMAD
The line between over and under-zealousness can be hard to tread, but there are several things that AIM boards can consider doing in order to create valuable relationships with NOMADs, which ensure compliance without hampering growth.
1. Choose the right NOMAD. Deep knowledge of the AIM regulatory landscape is a given, but they should have a similar level of knowledge of your sector and business stage. When it comes to board-hiring, we sometimes advocate looking for executives from different commercial backgrounds to promote cognitive diversity.
However, the same doesn’t go for NOMADs. A NOMAD’s primary function is compliance, which means that arguments, opportunities and challenges around growth will probably take on secondary importance.
It is incredibly important, therefore, for your NOMAD to have significant experience of the commercial challenges and opportunities which are relevant to your sector and business-stage, so that they will be relevant to their decision-making even though compliance is their primary concern.
- Consider as many NOMADs as possible.
- Prioritise sectoral and business-stage experience in your search brief.
- Test for commercial awareness at the interview in a way that is clear and measurable. For example, set a case study test before the conversation and agree on a scoring system for responses.
2. Establish clear expectations and boundaries with your NOMAD from the outset. Take the time to communicate your organisation’s priorities and objectives clearly so that they can understand how their actions can help or hinder you. If expansion into new markets is the priority, for example, make sure the NOMAD knows you expect them to provide regulatory guidance on those markets rather than focusing on, say, strategic partnerships.
In terms of setting boundaries, it can be helpful to make the NOMAD aware of the functional make-up of the company. For instance, if you have a strong in-house legal team, it may be an idea to expressly limit the NOMAD’s involvement in legal matters. Or if you have a well-established investor-relations team, you might want to limit their involvement in communications with investors.
- Prioritise specific over general expertise when hiring.
- Clearly articulate the NOMAD’s goals in their job spec.
- Schedule an initial meeting in which you place equal emphasis on expectations and boundaries.
- Ensure regular further meetings in which the expectations and boundaries are reviewed.
3. Avoid potential NOMAD delays by being transparent and keeping in regular communication. Regular communication is the key to minimising annoyance and maximising value. This may not be rocket science, but it can be a good idea to have regular, structured meetings with your NOMAD to discuss strategy, financial performance or other key issues.
It is also a good idea to copy them in on all important emails related to regulatory compliance so that they have oversight of risks as they arise. Transparency is critical in ensuring that the NOMAD can raise concerns in a timely manner, thereby avoiding disruptions to strategy and allowing you to move quickly when you have to. It can be a good idea to share all financial forecasts and new product proposals, for instance, rather than waiting for these events to happen.
- Work with the NOMAD to establish how much time they need to sign-off on relevant matters.
- Set aside time to introduce the NOMAD to the relevant functional leads in the organisation and make sure those leads understand the importance of prompt communication.
- Create space in NOMAD meetings to review internal lines of communication.
4. Clearly communicate that you understand the NOMAD’s value. If you proactively engage with you NOMAD so that they can apply their expertise to some areas, they are less likely to feel the need to find ways of getting involved in others.
When he appeared on the Nurole podcast, Enter the Boardroom, performance coach Owen Eastwood - who has worked with the New Zealand Rugby and England Football teams amongst others - reflected that the England football manager, Gareth Southgate, had been very good at this kind of nurturing.
When a new player joined the team, Gareth clearly explained what he thought their star quality was. After every match, he would assess the player’s performance in relation to that star quality, thereby ensuring they had a crystal clear understanding of their value and where it should be applied.
This tactic is primarily designed to get the most out of players, but it also has the benefit of focusing them on a particular area of play. By focusing on a striker’s ability to score goals, for example, that striker is less likely to get sidetracked by issues around the team’s defence.
The same could be said for a NOMAD in the context of an AIM company. Say you want the NOMAD to provide support with investor relations, but you don’t want them intervening in legal matters because you already have strong legal expertise in house.
By clearly identifying investor relations as their star quality and explaining that is where the company really needs to improve, the NOMAD is more likely to focus their time and energy on that and less likely to interfere with legal issues beyond their desired remit.
- Clearly explain your understanding of the NOMAD’s unique value before any formal meetings.
- Consider contextualising that value by explaining how it fits in with the other leaders in the organisation.
- At the first formal meeting, set aside time for the NOMAD to introduce themselves and explain what they think their role is at the organisation.
- In subsequent meetings, shape feedback around the value that the NOMAD is supposed to add - be as specific as possible.
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