Independent board adviser on ecommerce

What the board gets

An independent voice at the table on ecommerce, from someone who has personally operated a material ecommerce P&L in UK retail and who is independent of your agencies, your technology suppliers and your management team. That is the specification a board would write for this role. It is also, conveniently, the job description of the last 27 years.

In practice, board-level challenge means reading the board pack before the meeting rather than during it, asking the question the agency would prefer was not asked, and testing every ecommerce investment against the trading numbers before it is approved. Steve’s working view is that a board pack showing revenue and traffic without contribution is reporting activity, and that five ecommerce numbers belong in it, read together: traffic, conversion, order value, contribution margin after marketing and fulfilment, and repeat rate.

Why Steve

He has sat on the other side of this table. At Barbour he owned the global ecommerce P&L and sat on the Commercial Leadership Group. At eXtra, a £1bn listed business, he sat on the Executive Steering Group and chaired the Digital Advisory Board. At Liwa he presented digital strategy to the board and acted as its Board Secretary. At Better Bathrooms he was recruited to the board by the private equity sponsor. At Steinhoff UK he represented the UK on the group’s international ecommerce board.

Across those roles: ecommerce P&Ls up to £240m, eight replatforms led, and businesses from £12m to more than £1bn, in the UK, Europe, the US and the GCC.

Operator, adviser or non-executive: how to tell

If the need is weekly decisions, people and an owned outcome, the business needs an operator in the seat and no adviser will substitute. If the need is one decision made well, or a diagnosis before the decision, a fixed-scope engagement fits better, and the Barking Cat Review is that engagement. If the same need recurs at every board meeting, that is a standing board role, and that is what this page describes.

If what you need is a permanent operator, that is the advice you will get, and you will get it first. Barking Cat does not fill seats and there will be no invoice for a stand-in.

How the engagement works

Two capacities. Steve can join as an independent adviser to the board, attending without a directorship, or be appointed as a non-executive director, with the statutory duties and the vote that come with the seat. The board chooses. The challenge is the same in either capacity; the difference is accountability, and a board that wants the challenge to carry a vote should appoint a non-executive.

Twelve months. The engagement runs for twelve months, aligned to your financial year where the timing allows, so that the challenge covers a full cycle: the annual plan and budget, the trading year it governs, and the results it produces.

Every board meeting. Steve attends every meeting of the board, whether it meets monthly or quarterly, and reads the pack before the meeting rather than during it.

Between meetings.

1. A written note on the ecommerce and technology content of each board pack, sent to the chair before the meeting, so the questions are on the table before anyone is in the room.
2. Sight of any ecommerce, technology or AI investment paper before it goes to the board, with a written view on whether it should.
3. An hour with the chief executive each month, whether the board met that month or not.
4. Email access for the chair and chief executive, answered within two working days.
5. At the end of the twelve months, a written assessment for the chair: what moved, what did not, and whether the role should continue.

Steve works with the board and the chief executive. He does not manage the ecommerce team, sit in its weekly trading meeting or own its numbers, because that is an operator’s job, and the board should keep the two distinct.

Many boards start with a Review so that the challenge rests on a diagnosis of their own business from the first meeting. That is a recommendation, not a requirement.

Independence the board can check

A fixed fee, stated in writing before instruction, and nothing else. No success fee, no fee linked to valuation or exit, and no equity or carry in a client business, which rules out the share options often attached to non-executive roles. No referral arrangement in either direction.

While Steve holds a non-executive seat on your board, Barking Cat does not take a separately paid engagement with the same business. A director who is also selling the company work is not independent, whatever the invoice says.

A register of Steve’s advisory relationships with vendors, and of any delivery partner arrangements, is shared with the board before work starts, and Barking Cat does not assess or recommend a company on that register without saying so first. A board is entitled to ask any adviser it appoints for the same.

What happens next

Thirty minutes with the chair or chief executive, no deck. If a standing role is the right shape, a fixed-fee proposal in writing within two working days. If it is not, you will hear that first.

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