Independence, integrity and expertise are the hallmarks of highly effective independent non-executive directors (INEDs), according to Jim Bergin, chair of FBD Holdings and member of the Institute of Directors Ireland.
Beyond their formal duties, INEDs must contribute meaningfully to organisational leadership. That contribution, he believes, begins with values. They must foster collegiality and psychological safety at board level, while offering support and challenge in a respectful manner. Crucially, they must demonstrate the capacity to act as circumstances require.
“Independence comes first, with a clear focus on what is best for the organisation,” he says. That independence must be accompanied by high standards of governance, integrity, rigorous risk assessment and disciplined strategic oversight.
Trust and tone, he adds, are critical in striking the right balance between support and challenge. “Great team-mates challenge each other with trust and a respectful tone.”
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Bergin brings extensive executive experience to his non-executive roles. He spent several decades with Tirlán and its predecessor organisations, holding senior leadership roles across finance, IT and business process, before becoming chief executive of Glanbia Ingredients Ireland in 2012.
“I had a long apprenticeship,” he recalls. “I was CEO and executive director of a joint venture company called Glanbia Ingredients Ireland Ltd, and its subsequent evolutions, from 2012 to 2022.”
The board he led comprised 22 members: 14 elected representatives of Glanbia Co-operative Society Limited, four members of the Glanbia executive team, two INEDs and a chief finance officer. During that period, the business doubled in size to €2.5 billion in revenue, supported by investments of approximately €600 million.
“It was both successful and challenging,” he says. “Aligning the objectives of a co-operative and a plc required level of resilience. The key learning was the importance of achieving alignment around organisational objectives and securing genuine board buy-in.”
‘The critical measure must be sustainable value creation over time’
That experience deepened his appreciation for the value of strong independent oversight. It also led him to serve on other boards, including Enable Ireland and the governing body of the South East Technological University.
“The combination of these experiences prepared me well for my current role with FBD Holdings,” he says.
Transitioning from executive leadership to a non-executive role demands adjustment. Bergin believes the shift is eased by the evolving nature of the chief executive role itself.
“In theory, executives are responsible for delivering strategy, while boards develop, approve and monitor it,” he says. “In practice, many successful CEOs today act as coaches to empowered leadership teams.”
As a result, the move from directive leadership to a coaching, influencing and challenging role had already begun before he stepped into non-executive life.
The challenge for any INED, he suggests, lies in prioritisation and influence: deciding where to focus attention and how best to support and challenge management constructively.
The difference in information flow is also significant. “As CEO, you live the business 24/7 and can access any data or individual on demand. At board level, there are typically three main touchpoints: board papers, management presentations and boardroom discourse. INEDs must learn to trust this level of engagement while satisfying themselves that they are discharging their responsibilities.”
What defines a high-performing board?
Bergin is clear that INEDs make an essential contribution to overall board effectiveness. At FBD, he considers himself fortunate to chair what he describes as a highly effective board.
“There are many enabling factors,” he says, “including strong governance structures and processes, an excellent leadership team and a very effective company secretarial function. But from an INED’s perspective, it starts with the people themselves.”
He points to a number of dimensions that underpin performance: high levels of trust and respect; psychological safety; deep expertise; and a culture of constructive, respectful challenge. Humility matters, as does the ability to acknowledge achievements.
Alignment between board and management is equally important. Directors must live the organisation’s values and operate with a strong sense of shared purpose. Diversity of gender, expertise and thought in line with the board’s skills matrix, strengthens debate and decision-making.
“At its best,” he reflects, “you have a united group, management and board, who are realistic about the risks and opportunities facing the business and who debate issues openly, maturely and objectively.”
The chair plays a pivotal role in enabling this environment. “The chair is ultimately responsible for overall board performance,” he says. “It is their responsibility to facilitate optimal performance.”
That includes managing the agenda, ensuring efficient and effective meetings, making sure every INED feels heard and valued, and consistently reinforcing behavioural expectations around respectful support and challenge.
Providing informal feedback can be helpful. More fundamentally, the chair must set and model behavioural standards. In high-performing boards, members instinctively hold one another to account.
“The goal is to nurture trust to a point where colleagues and management can challenge perspectives objectively and professionally, with minimal psychological impact,” he says. In the strongest boards, diverse views are not merely tolerated but welcomed.
The relationship between chair and chief executive is particularly critical. It must be grounded in alignment on strategy, values and shareholder expectations. Both must remain sensitive to the contributions of the full board, facilitating active discourse and collective decision making.
Balancing short-term pressure and long-term value
Modern boards face the ongoing tension between short-term pressures and long-term value creation. Public companies may contend with quarterly reporting cycles, while private organisations often have greater flexibility.
“The critical measure must be sustainable value creation over time,” Bergin says. That demands resilience in the face of short-term volatility and a strong foundation of stakeholder trust.
Alignment around purpose, vision and values is central. “They form the bedrock of why the organisation exists, where it is going and how it will get there,” he explains. Strategy developed in line with these anchors brings clarity and cohesion.
For INEDs, the greatest contribution beyond oversight is behavioural consistency. “Live it. Walk the talk. Reinforce values through actions.”
Bergin encourages aspiring INEDs to treat the role as a serious career progression rather than a status symbol.
“Seek advice on what it takes to be a great INED,” he advises. “Many are attracted to the idea of board membership without fully considering the responsibilities and potential consequences.”
Education and preparation are essential. He points to the Institute of Directors Ireland as a valuable resource for developing the required skill set. Equally important is rigorous due diligence before joining any board.
“Qualify yourself early and choose purposeful organisations,” he says. “When approached in that way, the INED role becomes both a privilege and a significant professional milestone.”
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