Practice 04
Board and advisory
For chairs, owners and boards who want someone independent in the room and papers they can decide from.
In short
HAM Agency works at board level. It sets up and runs board committees, writes papers a board can decide from in ten minutes, and tests a position before it reaches the room. Non-executive and trustee seats are held by Steph Hamill personally, not by the firm.
Who it's for
Chairs who want an independent read before a decision. Owners and family offices setting up a committee and not yet sure what it is for. Boards facing a transaction, a turnaround, or an executive who is not delivering. Charities and CICs where the same people are directors and trustees.
The problems we fix
- The committee has no terms of reference. It meets, it discusses, and nothing it decides is recorded or binding.
- The committee reports to the wrong person. A committee that reports to the executive it is meant to scrutinise is not oversight.
- Papers nobody can decide from. Forty pages of description and no recommendation.
- A board that convenes rather than meets. Nothing is decided and nothing is minuted, so the same conversation runs again next quarter.
- Conflicts nobody has written down. A supplier in the room, an adviser with an interest, a family member with two roles.
- Decisions taken without the evidence, then defended afterwards.
What we build
- Terms of reference for a committee, with a reporting line to the board and not to the executive.
- The committee itself: the agenda, the pack, the cadence, the minutes and the follow-through.
- Board papers written so the decision is on the first page and the reader can take it in ten minutes.
- The independent read: a position tested the way an opponent would test it, before the room.
- The evidence pack behind a transaction, a transformation or a capital event.
- A conflicts register that is actually maintained.
How it runs
A scoping call, then a written scope with numbered deliverables, exclusions and a fixed price. Work starts when both sides have signed it.
Where HAM already has a commercial engagement with the same group, the conflict is declared in writing and minuted before any board work begins, and the board decides whether both can continue.
We are not solicitors and we do not advise on directors' duties or liability. Those go to qualified advisers, named at the time.
Questions
What is the difference between a board and a committee?
A board is a legal organ whose directors carry statutory duties and personal liability. A committee is a group the board delegates work to, with terms of reference and a reporting line back. Sitting on a committee is not a directorship, and the two should never be described as if they were.
What does a non-executive director actually do for a smaller company?
Brings independent judgement to decisions the executive is too close to, holds the executive to account against a plan, and carries the same statutory duties as any other director. On a smaller board it usually also means being the person who says the uncomfortable thing, because there are fewer people who can.
Can HAM take a board seat?
No. A company appoints a person, not a firm. Non-executive and trustee appointments are held by Steph Hamill personally and are nothing to do with a HAM engagement. Where both exist with the same group, the conflict is declared in writing and minuted before either starts.
What makes a board paper good?
It opens with the decision being asked for, gives the reader what they need to take it, states what would change the recommendation, and can be read in ten minutes. Most papers describe a situation and bury the ask on page six.
Do you provide legal or governance advice?
No. We work to the governance frame and we flag the points that need a solicitor or a company secretary. Directors' duties, liability, conflicts and anything that becomes paper go to qualified advisers.
How is board work priced?
As a project or a defined term, against named deliverables, quoted in writing before anything starts. Personal appointments are paid by letter of appointment to the individual, on the company's terms, separately.