Sean Foster

Board Services

Professional Governance for NZ Businesses

Bring structure, accountability, and strategic discipline to your business without losing control.

You've Built a Good Business. Now You Need the Right Structure Around It.

Most business owners are making too many decisions alone, struggling to find time for strategic thinking, and wondering how to prepare their business for what comes next.

In my experience, by the time a business is considering a board structure, there are already multiple decision makers in the business. Yet the gateway to approving these decisions still sits with the owner. It’s like having delegated decision-making, but not really. You’ve empowered your management team to make the calls, but you’re still the final veto on most of them – even the ones you shouldn’t need to be involved in.

Sound Familiar?

What Board Services Bring

Whether I work with you as a non-executive director or in a board advisory capacity, I bring independent thinking, structured governance, and accountability that helps you and your team make better decisions.

Independent Perspective

✅ Fresh eyes on opportunities you're too close to see
✅ Honest feedback without internal politics
✅ Strategic thinking without operational bias
✅ Questions that make you and your team pause and reconsider

Structured Decision-Making

✅ Regular board meetings with clear agendas and actions
✅ Strategic priorities that guide choices across the business
✅ Financial oversight that catches issues early
✅ Risk management that's proactive, not reactive

Accountability That Helps

✅ Regular check-ins on strategic goals and execution
✅ Constructive challenge to assumptions
✅ Momentum on projects that tend to drift
✅ Support during difficult decisions

Credible Governance Experience

✅ Institute of Directors training in best practice governance
✅ Experience as both executive and non-executive director
✅ Real business operating background
✅ Trained and experienced Business Coach

Who This Is For

Not every business needs formal governance. But if you’re in any of these situations, it’s probably time:

Planning Ahead:

● Preparing for sale in next 3-5 years
● Family succession planning (transitioning to next generation)
● Management succession planning (key staff transitions)

Need Structure:

● Being the veto on decisions you shouldn't be involved in
● Strategic plans that never get implemented
● Insufficient challenging of your thinking
● Board gets along too well to challenge each other

Ready to Grow:

● Stalled or rampant growth, need fresh perspective
● Facing complex strategic decisions
● Considering new markets or products
● Need governance to attract investors or partners

Call 029 427 4980 for a free business consultation.

Investment in Professional Governance

Board services are structured as annual retainers to ensure ongoing commitment and consistency.

✅ 6-10 meetings/year, less formal structure

Best for: First-time governance, testing board structure

✅ 10-12 meetings/year, formal governance framework


Best for: Preparing for sale, professional governance required

✅ One-off project to set up governance structure to suit your business.

Includes charter, templates, initial training

 

All fees dependent on business and needs. Professional indemnity insurance in place.

Common Questions About Board Services

Based on research into the most frequently asked questions from NZ and Australian SME business owners about boards:

1. Won't I lose control of my business if I establish a board?

This is the number one concern I hear from business owners, and it’s completely understandable – you’ve built this business and naturally want to protect it.

When you’re unclear about roles and boundaries with in a board, members can overstep (often unintentionally). That’s exactly why proper governance structure is critical.

The answer depends on the structure you choose. With an advisory board, you retain complete control. Advisors provide guidance but have no decision-making authority. You choose what advice to follow.

With a formal board that includes non-executive directors (where I would serve in that capacity), you still run your business day-to-day, but you’re accountable to a governance framework. As someone trained through the Institute of Directors programme, I understand and maintain the clear line between governance (setting direction, oversight) and management (day-to-day operations).

Think of it this way: you don’t lose control, instead you gain structure around how control is exercised. I work with you to ensure decisions are made at the right level, with the right information, by the right people. That’s better control, not less.

Advisory Board:

  • No legal responsibilities or decision-making power
  • Provides advice and recommendations
  • Less formal structure, flexible meeting schedule
  • Lower cost, easier to exit or change

 

Formal Board (with directors):

  • Directors have statutory duties under NZ law
  • Formal governance framework and accountability
  • Greater time commitment and cost

 

Which is right for you?

Start with an advisory board if you’re:

  • Testing governance for the first time
  • Not yet planning a sale or major transition
  • Want flexibility to learn what works
  • Uncertain about the value of formal governance


Move to a formal board with non-executive directors when you’re:

  • Preparing for sale (within 3–5 years)
  • Seeking external investment or partners
  • Managing significant risk that requires formal oversight
  • Ready for statutory accountability and professional governance standards

 

Many businesses start with advisory boards and transition to formal boards as they grow. There’s no wrong choice – only what fits your business stage and goals right now.

There’s no magic revenue threshold or single metric, but here are the signs I see most often:

Strategic complexity: You’re facing decisions that feel beyond your expertise alone – new markets, significant investments, or business model changes where you’d benefit from experienced outside perspectives.

Decision bottleneck: You have capable management team members, but you’re still the final approval on decisions you shouldn’t need to be involved in.

Need for challenge: You’re making important calls without anyone seriously challenging your thinking. Your current advisors (accountant, lawyer, mates) support you but don’t push back enough.

Planning ahead: You’re preparing for succession or sale within 3-5 years or seeking external investment that requires governance credibility.

Honest assessment: If you’re asking yourself this question, you’ve likely already recognized the need. That self-awareness is often the best indicator you’re ready.

The real question isn’t “Am I big enough?” – it’s “Would independent governance help me make better decisions and execute them more effectively?” If the answer is yes, you’re ready to at least explore what board services could look like for your business.

You don’t need board members who are experts in your specific industry – you already are, and so is your management team. What you need are board members who understand business fundamentals, ask good questions from an outside perspective, and bring governance expertise. They should have some knowledge or interest in your industry, but by no means need to be experts in it.

Here’s the key distinction:
boards govern, they don’t manage or provide technical expertise.

Board members, whether advisory board members or non-executive directors, have one primary role: to help you make strategic decisions in the best interests of the business, free from self-interest or conflicts. They’re there to challenge thinking, not do the work.

Advisory boards and temporary expertise:

If you’re running an advisory board, it’s more common to bring in temporary advisory board members for specific challenges, say, someone with M&A experience when you’re considering an acquisition, or someone who’s successfully scaled internationally when you’re exploring export markets.

However, and this is critical, that advisory board member should not be doing the advisory work in the business. They’re there to help the board challenge your thinking on the strategy, not to execute the strategy themselves. If you need someone to actually run the M&A process or lead the export market entry, hire a specialist consultant for that work, outside the board structure.

Get specialist advice outside the board:

For example, if you’re going through a period where the business needs additional legal input, hire a lawyer for that work. Don’t appoint your lawyer to the board, as that creates a conflict of interest. They can’t independently challenge decisions they’ve been involved in advising on. Your lawyer advises management, your board challenges management’s thinking.

Similarly, if you need technical expertise in digital transformation, engage a specialist consultant for that project. Don’t make them a board member just because you need their knowledge right now. Once that project ends, you’re left with a board member whose primary value has passed – or worse, they’re trying to justify their board role by creating work that may not be strategic.

What board members should bring:

The board’s role – whether advisory or formal non-executive directors – is to ask the hard questions your technical experts and management team might not ask, such as:

  • “Have we considered the downside if this doesn’t work?”
  • “Is this the right strategic priority given our resources?”
  • “What aren’t we seeing because we’re too close to it?”
  • “How does this decision align with our 3-year goals?”
  • “Who benefits from this decision, and is it truly in the business’s best interests?”

These questions don’t require industry-specific expertise. They require business judgment, governance discipline, independence from conflicts, and the willingness to challenge thinking constructively.

My approach:

My focus is on trade, manufacturing, service and distribution businesses because that aligns with my operating experience, but the strategic and governance principles apply across industries. I bring:

  • Structured decision-making frameworks
  • Strategic thinking without operational bias
  • Independence – no services to sell you, no conflicts of interest
  • Accountability and governance discipline
  • Questions that surface assumptions you haven’t tested

 

You bring industry expertise. Your specialists bring technical knowledge. I bring governance expertise and independent perspective. That separation of roles is exactly how good boards work – and why they add value rather than create conflicts.

For advisory boards: typically 6-10 meetings per year (2-3 hours each), plus preparation time reviewing materials beforehand.

For formal boards with a non-executive director: 10-12 meetings per year, plus committee work if needed.

Between meetings, you’ll need to prepare board papers (financial reports, strategic updates), but this discipline itself adds value. The time investment pays back through better decision-making and reduced time spent on indecision.

Absolutely, and many businesses do exactly this. Starting with an advisory board lets you test governance structure, understand what board discipline feels like, and build confidence before formalizing. It’s a lower-risk entry point. If you’re uncertain, quarterly advisory meetings for 6-12 months can help you decide if formal governance makes sense.

This is a valid concern. The key is positioning the board properly from the start: they’re there to support management, not replace or undermine them. A good board helps your management team by providing strategic guidance, being a sounding board for big decisions, and providing accountability that helps them execute. I work collaboratively with management teams, not in competition with them. Clear communication about roles and expectations prevents most issues.

This is a valid and important concern, and there are both legal protections and practical governance practices that address it.

Formal confidentiality framework:

Professional confidentiality is fundamental. All board members sign confidentiality agreements before joining. Board papers, financial information, strategic discussions, and any sensitive business matters stay confidential. This is both a legal requirement under the Companies Act and an ethical foundation of the director role.

Conflict of interest management:

Proper board governance includes a critical safeguard: at the opening of every board meeting, the chairperson should ask whether any board members have conflicts of interest related to agenda items. This is standard best practice. If a conflict arises during discussion, for example, if we’re discussing a potential supplier where a board member has a relationship, that board member must leave the meeting for that discussion period. They cannot participate in or influence that decision.

My independence as a non-executive director:

As an independent NED, I will not sit on two competing boards at the same time. That would create an inherent conflict that no confidentiality agreement can resolve.

Why this matters:

You need to be able to discuss sensitive matters openly in board meetings: acquisition targets, key staff issues, financial challenges, strategic vulnerabilities. If board members have conflicts or competing interests, you’ll self-censor, and the board becomes useless. Independence isn’t just nice to have, it’s essential for the board to function.

Professional relationships need to work for both parties. Every engagement includes clear expectations upfront, regular reviews of value delivered, and reasonable notice periods (typically 90 days). For advisory boards, exit is simpler as there are no statutory obligations. For formal boards, there’s a process but it’s manageable. The goal is your business success, if the relationship isn’t achieving that, we should part ways professionally.

The top three mistakes I see:

First: Treating the board as a formality.
Meeting because you ‘should’ but not genuinely engaging. Withholding information, making crucial decisions between meetings without board input, or presenting fait accompli rather than seeking real guidance. This wastes everyone’s time and delivers no value. If you’re going to have a board, use it properly or don’t have one at all.

Second: Choosing board members who are too similar to you or who won’t challenge your thinking.
The whole point is to get different perspectives and constructive challenge. If your board always agrees with you, you’ve built an expensive echo chamber. You need people who will respectfully push back, not just validate what you already want to do.


Third, and this is the challenging one: Not developing your own self-awareness to handle being challenged.

Every business owner has a different personality and behavioural type. Some welcome debate naturally. Others find it uncomfortable or even threatening. Here’s the reality: you are still in charge. You have the power over a non-executive director or advisory board member; they work for you, not the other way around.

But with that power comes responsibility. You need to develop the self-awareness to:

  • Openly push back on ideas you disagree with, in a constructive manner
  • Challenge thoughts and proposals without destroying contributions
  • Avoid the “it’s always my way or the highway” dynamic
  • Recognize when you’re being defensive versus when you’re legitimately disagreeing
  • Create an environment where board members feel safe to challenge you

 

Why this matters:

If board members (they are humans after all) learn that challenging you leads to shut-downs, dismissiveness, or being frozen out, they’ll stop challenging. You’ll end up with mistake number two (board members who just agree) even though you started with good people. The best board relationships have tension and respect. Constructive tension is where ideas get tested.

What good looks like:

A board member raises a concern about your expansion strategy. You feel defensive (natural response – it’s your strategy). But instead of shutting it down, you say: “Help me understand your concern” or “What am I not seeing?” That opens dialogue rather than closing it.

You’re still the owner. You still make the final call. But if you’re not willing to genuinely consider perspectives that challenge your thinking, you’re wasting everyone’s time, including your own.

This is uncomfortable work for many business owners. If it was easy, you wouldn’t need a board in the first place.

What Makes Me Different

  • Real business operator: Built and scaled businesses firsthand, not just consulting theory
  • IoD trained: Completed Institute of Directors Company Directors Programme
  • Both sides of table: Executive and non-executive director experience
  • NZ SME focus: Work exclusively with $1M-$20M businesses in NZ
  • Independence: No services to upsell, no conflicts of interest

Ready to Talk About Governance for Your Business?

Let’s have a confidential discussion about whether board services make sense for your business.

Developing a business strategy puts your business on the road to success. Get in touch, we can formulate your business plan remotely or face to face.

Call 029 427 4980