My contribution to a board
What I would bring to a board is the view from the place where a company meets its customers, and the habit of asking what a claim rests on. For twenty-six years I have worked where businesses describe themselves to buyers who are reluctant, busy or doubtful: office managers, IT managers, accountants and payroll officers. I know how quickly a description can outrun what an organisation delivers, because I have approved campaigns that did, and I know what customers do when they find the gap.
I would bring direct experience of governing through a security incident. In 2023 I was in the room as our executives, board and Audit and Risk Committee decided what to tell whom after attackers redirected employees' pay. I saw which directors' questions helped and which slowed us down. Many boards now treat cyber risk as a matter for technical specialists; I can help them see the customer, communication and retention consequences that sit beside it.
I would also bring working knowledge of subscription economics: acquisition cost and payback, retention by cohort and channel, the effect of a price change on cancellations, and the difference between activity and revenue in a pipeline. Boards outside software often lack them just as their own businesses move to recurring revenue.
I would not claim accounting expertise, and I would not ask to chair an audit committee. I am ready to join a risk or people committee and, where a board has one, to chair a customer or technology committee after a year of learning the business. Merrigal has taught me that a non-executive's most useful contribution is a well-timed question, not an executive's answer.
Judgement in practice
01Telling every customer, not only those affected
In May 2023 the question before our executive team, and then our chair, was whether to write to the 58 customers whose employees' accounts had been entered or to all 7,400. The narrower letter was precise and less alarming. I argued for the wider one, because every customer's employees used the same app and the risk from reused passwords was not confined to the 58. The chief executive accepted the argument and the chair supported it, and the letter reached every customer within 48 hours. Some unaffected customers resented being told; many more later said it was why they stayed. On a board I would ask the same question of any incident: who else is exposed to the same weakness, and do they know yet?
02Accepting a smaller number to get a measure the board could trust
In 2021 I was new, needed the board's confidence, and our pipeline would have looked better under the old definition all year. I chose the stricter definition, which cut the reported figure by about 40 per cent, and asked finance to audit it. The board's first reaction was concern. Within a year our chair told me it was the first marketing measure the directors had trusted. The lesson I would take into a boardroom is that a management measure is useful only if someone outside the function reporting it can check it, and I would ask that of every non-financial measure placed before a board.
03Asking a charity what stood behind its growth plan
In 2024 Merrigal's management proposed doubling the number of community sites running our digital-skills courses, funded largely by a two-year government grant. I supported the aim, but asked at the board how many trained volunteer tutors each site would need and how many we had. The answer showed we could staff about half the proposed sites without lowering quality. The board approved nine new sites rather than eighteen, with a review after a year. Management was disappointed, and the grant shrank. The nine sites have since reached course completion rates close to those of our older sites. Whether the promise is a campaign or a growth plan, the capacity behind it is the question I ask most often.
My first year on a board
I would organise my first year around three questions, taken in order.
The first is how the company's customers actually experience it. Before my first meeting I would ask for a year of complaints data and customer research, listen to calls in the contact centre and use its digital channels myself, as a customer would. In a business moving customers online, that is where the board's picture and the customer's experience usually differ most.
The second is how the board learns about trouble. I would read the risk register, two years of incident reports and the risk committee's minutes, and ask management to walk me through the most recent significant incident from first alert to board briefing. I would want to know who decides what customers are told, and how fast.
The third is where my contribution helps and where it does not. I would serve the whole year as a committee member without seeking any chair, then ask the chair privately whether my questions had helped the board or merely lengthened its agenda. I would expect to be told if I had strayed into management's territory, because a marketer on a board is especially likely to.
Conflicts and their management
The plainest conflict is commercial. Yarrowby sells payroll software to thousands of Australian and British employers, so many organisations whose boards I might join will be its customers, prospects or competitors. I would not join the board of any payroll, workforce, accounting or human-resources software company, any supplier of technology services to Yarrowby, or any accounting practice in our partner programme. If an organisation were a Yarrowby customer, I would tell its board, confirm that I have no part in managing the account and leave any discussion of its payroll systems. If it were choosing a payroll supplier with Yarrowby in contention, I would step out entirely.
The second conflict is information. As an executive I see Yarrowby trading information that is not public, and as a director I would see the same about another company. I would keep the two wholly separate and follow both companies' securities trading policies.
The third is time. Yarrowby's results calendar will collide with an external board's at least twice a year. I would fix meeting dates twelve months ahead, protect 25 days a year for the board including preparation, and accept only with my own board's consent, ready to step down if Yarrowby's needs changed.
My independence statement
I am a full-time Yarrowby executive and hold shares and performance rights under its employee plan. I have no family or business connection with any organisation whose board I am considering. Before an appointment I would list every interest I hold, including whether the organisation buys Yarrowby software and through which partner, so that its board can weigh my independence against the factors the ASX Corporate Governance Council's principles set out. That assessment belongs to the board rather than to me, and I would accept its conclusion either way.
Committee contribution
Chair and member readiness| Capacity | Committees |
|---|
| Ready to chair | A customer, technology or cyber-risk committee, where a board has one, after a year as a member |
|---|
| Ready to join | Risk Committee · People and Remuneration Committee · Technology or customer committee |
|---|
Board and committee exposure
Presented to the Board or a committee
Yarrowby Software Limited
Board: quarterly marketing and customer reports, the annual marketing budget, the 2025 pricing change and communications during the 2023 incident
March 2021–present
Presents at every quarterly board meeting and the annual strategy session; not a director of the company and holds no vote.
Reported to a committee
Yarrowby Software Limited
Audit and Risk Committee: customer communication during the May 2023 incident, the post-incident review, and consent and privacy practice in marketing
May 2023–present
Reported on incident communication and customer retention during the response, and twice a year since on marketing's handling of personal information.
Presented to the Board or a committee
Fenmore Software Limited
Board of the private-equity-owned company: the Making Tax Digital programme and partner strategy
2018–2020
Presented twice a year to a board that included the investor's representatives; not a director.
Served as a director
Merrigal Learning Foundation
Board of a not-for-profit public company and registered charity
November 2021–present
Unpaid non-executive director; approves the annual budget, the chief executive's objectives and the risk register.
Member of a committee
Merrigal Learning Foundation
Finance, Audit and Risk Committee
2022–present
Member; reviews the annual financial report, the auditor's findings and the charity's cyber and privacy risks.
Capacity and preferences
- Time available
- 25 days per year
- Current directorships
- 1
- Sectors
- Health, aged-care and disability services · Energy and water retail · Member-owned banking and insurance · Education and training providers · Business services moving customers to digital channels
- Company type
- An ASX-listed small or mid-cap company, or a large member-owned organisation, outside software, whose only connection with Yarrowby is at most an ordinary customer contract in which I have no part
- Company stage
- Moving its customer relationships into digital channels, or rebuilding customer trust after an incident or a public failure
The seat I am pursuing
I am pursuing one non-executive directorship, most likely at an ASX-listed company with revenue between A$300 million and A$2 billion, or a member-owned organisation of similar size, in a sector outside software where customers trust the business with something that matters: their health, energy supply, savings or education. Many are moving customers into digital channels faster than their boards have built the experience to oversee it, and several have learnt in public what a data incident costs.
I would be most useful on a risk committee, a people committee or, where a board has one, a customer or technology committee. I would not take a second listed seat while I remain an executive. I am not looking for a seat that fills a skills matrix with the word marketing. I want one where questions about customers, channels and trust are already on the board's agenda and need a director who has had to answer them herself.
Governance learning and readiness
IICA Independent Directors’ Databank: Not yet registered
India's Independent Directors' Databank, kept by the IICA, concerns independent directors of Indian companies. I live and work in Australia and am not pursuing an Indian seat, so it does not apply to me and I have not registered. Were an Indian company ever to approach me, I would take advice on its requirements before doing anything.
- A company directors' course, completed in 2022
- Nearly five years as an unpaid non-executive director of Merrigal Learning Foundation, including its finance, audit and risk committee
- The Yarrowby Audit and Risk Committee's post-incident review in 2023, attended throughout
- Study of directors' duties under the Corporations Act 2001 and the ASX Corporate Governance Council's principles with Yarrowby's company secretary
- The ACNC governance standards that apply to Merrigal as a registered charity