The independent trustee

The purpose of the role

To bring an external and impartial perspective to the trustee board.

Other trustee appointments may carry links to colleagues, the trading company or deferred consideration. An independent trustee should be free from those connections, allowing them to bring a perspective that is not shaped by an existing role in the business.

In practice, this contribution has three parts: bringing experience of how these things are done elsewhere, making sure the other trustee directors can exercise their judgement freely, and noticing when governance has quietly stopped working.

How the role is appointed

Recruited from outside. An independent trustee is not normally a former employee, former shareholder or former director of the business, and would not usually have an ongoing commercial relationship with it.

Chairing is usual, but not part of the definition

Most independent trustees chair the trustee board, and there are good reasons for it: the chair sets the tone, helps the board manage strong influences and draws out quieter trustee directors.

But chairing and independence are different things. A trustee board may be chaired by an employee or executive trustee and remain perfectly sound, and an independent trustee who does not chair still has the whole of the role above to perform.

If you do chair, the chairing is an additional job on top of being a trustee director, not a substitute for it.

Conflicts to manage

Conflicts are generally less acute than for other trustee roles, but they are not absent.

You are usually paid for the role, and reappointment is in the gift of people whose decisions you are there to test. Independence requires a continuing willingness to test decisions, including those made by the people responsible for reappointment.

Appointments to other boards, particularly in the same sector, should also be declared and kept under review.

What the role involves

The role involves less direct decision-making than many new independent trustees expect. You do not need to make every decision yourself.

Your responsibility is to make sure the trustee board has sought and properly considered all the relevant views, that the other trustee directors remain clear about the trust’s role, and that the board does not lose sight of the purpose it is there to serve — the beneficiaries.

Most of the job is improving the quality of what happens around a decision: identifying missing information, testing assumptions, encouraging the trustee directors who have not spoken, and holding the line between governance and management.

Knowing when not to intervene is as important as knowing when to. The aim is to strengthen the board’s collective judgement, not replace it.

Common pitfalls

• Behaving like a second chief executive.
• Becoming the board’s sole source of judgement rather than helping the other trustee directors develop.
• Deferring to the founder because the founder built the business.
• Remaining in office without periodically reviewing whether independence is still demonstrable.
• Avoiding necessary challenge in order to preserve comfortable relationships.