What does the market see about your board that you cannot see from the inside?
In this episode of The Boardroom Path, host Ralph Grayson speaks with Steven Fine, Chief Executive of Peel Hunt and co-founder of the Non-Executive Director Awards, about how boards are really judged: not by internal evaluations, but by investors, analysts and markets in real time. They explore why courage now defines great non-executive directors, how the role of the chair has grown, and why shareholder connectivity matters more than ever in a derated UK market.
"You can have the best governance in the world and no one cares. It's not reflected in the share price." Steven Fine, Chief Executive of Peel Hunt.
Fine makes a pointed case on fund flows, noting that UK pension funds hold a historic low of around 4.4% of assets in domestic equities while comparable systems hold far more. With the Pension Schemes Act 2026 now law and the FCA's new prospectus rules live since January 2026, the conversation could not be timelier. From comply or explain to the realities of listing in the US, this is a practical guide for NEDs who want to understand how capital markets keep score.
- (00:00) - Welcome to The Boardroom Path
- (02:45) - Inside Peel Hunt and the NED Awards
- (04:24) - A Forensic, Multi-Stage Judging Process
- (08:00) - Twenty Years On: Why the NED Role Is Harder
- (10:04) - Courage and What Good Looks Like Today
- (13:13) - Permacrisis and Calm Under Pressure
- (15:26) - How Investors Really Judge Boards
- (18:56) - Governance, Valuation and De-Rating
- (22:33) - Passives and Becoming Beholden to Maths
- (24:43) - US Versus UK Listings and Reform
- (30:33) - Preparing to IPO as a Public Company
- (34:11) - Board Leadership Versus Composition
Steven Fine: Steven Fine is Chief Executive of Peel Hunt, a UK-focused specialist investment bank serving public and private companies across the FTSE 100, FTSE 250 and AIM. He joined the firm in 2006 and led its management and staff buy-out from KBC Bank in 2010, becoming CEO in 2016. Earlier in his career he was a founder member of D. E. Shaw Securities International and ran Japanese and Asian equity, convertible and derivatives operations in Tokyo. He is co-founder of the Non-Executive Director Awards, now in their 20th year, and has judged them for over 15 years. Steven also serves as Deputy Chair of the FCA Markets Practitioner Panel and as a non-executive director of the Quoted Companies Alliance and RetailBook, giving him a rare vantage point across capital markets, governance and board performance.
Ralph Grayson: Ralph Grayson is a Partner in the Board Practice at Sainty Hird & Partners, bringing extensive experience in board-level recruitment, assessment, and advisory services. With a deep understanding of the corporate governance landscape, Ralph specialises in guiding senior executives as they transition into impactful boardroom careers. His thoughtful approach, combined with a passion for developing effective leaders, enables him to facilitate insightful conversations that equip aspiring and newly appointed Non-Executive Directors with the tools they need to succeed. Through The Boardroom Path, Ralph leverages his extensive professional network and expertise to empower listeners on their journey into the boardroom.
Episode Insights:
- The market is the ultimate external examiner of a board: internal effectiveness reviews can become box-ticking, while investors and analysts judge governance in real time.
- Courage now defines great non-executive directors: the willingness to challenge, ask awkward questions and speak up matters more than technical expertise.
- Good governance does not automatically lift valuations; without fund flows and advocacy, even well-run UK companies can stay de-rated and overlooked.
- The UK's listing problem is one of capital, not rules: regulatory reform has cut friction, but domestic pension allocations to UK equities sit near historic lows.
- Comply or explain may be better understood as explain or comply: Fine backs the push to celebrate explanations and challenge needless disclosure.
Action Points:
- Build genuine shareholder connectivity: Treat investor relationships as a board-level priority, not a job left solely to the executive or the IR team. Map who actually owns and votes your stock, including the multiple fund managers that can sit behind a single name. Offer non-executives access to major shareholders rather than waiting to be asked.
- Stop marking your own homework: Challenge how your board runs its effectiveness review and resist the urge to score everything nine or ten out of ten. Bring genuine external perspective into the process and act on uncomfortable findings. Use the review to surface real gaps in judgement and behaviour, not simply to satisfy the code.
- Lead with courage, not consensus: Encourage every director to ask the questions others assume are already answered. Make space for quieter voices and ensure the chair draws out challenge rather than smoothing it over. In a period of constant crisis, calm and well-rehearsed challenge is what separates effective boards from average ones.
- Pressure-test your listing strategy: If you are weighing a UK or US listing, look past the headlines about de-rating and orphan stocks. Weigh quarterly reporting, fees and litigation risk against genuine access to capital, and recognise that UK reform has materially reduced friction. Engage an adviser early and prepare the finance function well ahead of any IPO.
- Embrace explain over comply: Audit your board papers and annual report for disclosure that exists only out of caution. Ask whether each paper, gap analysis or extra page genuinely aids decisions or simply adds bulk. Treat the regulator's myth-busting as licence to focus reporting on what matters to shareholders.
The Boardroom Path is the essential podcast for aspiring and newly appointed Non-Executive Directors (NEDs) navigating the journey from executive leadership to the boardroom. Hosted by Ralph Grayson, partner at Sainty Hird & Partners, each episode offers insightful conversations with industry leaders, seasoned board directors, and governance experts. Our guests share practical strategies, valuable perspectives, and actionable advice on how to effectively transition into board roles, maximise your impact, and build a rewarding NED career.
Subscribe now, and take your first confident step along The Boardroom Path. Learn more about Sainty Hird & Partners at saintyhird.com.
The Boardroom Path is produced by Story Ninety-Four in Oxford, UK.
