Behind the Boardroom Doors: Why Governance Defines the Past, Present & Future of EO

Governance is the glue that holds employee ownership together. In this exclusive interview with EO experts Simon Fowler and Jane Mitchell, we discuss the ins and outs of great governance.

Image: Simon Fowler and Jane Mitchell

The story of EO doesn’t end with transition. In many ways, that’s where the real work begins. As the means through which decisions are made, communicated, and updated, governance becomes the engine room powering employee ownership. 

Done well, governance secures long-term growth, builds resilience, and fosters trust across the entire business. But, when enacted poorly, it can unravel the very foundations of EO and your company culture, turning what should have otherwise been an elevating force into a sinking ship. 

Few people are better placed to explore the importance of great governance than Simon Fowler and Jane Mitchel, both seasoned leaders who’ve lived, breathed, and shaped the challenges of governance in employee ownership, and in a variety of other organisations.

From Boardrooms to Bees

Simon’s portfolio career is anything but conventional. After more than three decades with Britain’s oldest EO business (EOB), John Lewis Partnership – including ten years as Chair of the eoa Board – he now chairs Aquascot, an employee owned Scottish seafood company, and Procure Plus, a social housing supply business. Alongside that, he runs a growing beekeeping business, famously supplying honey to Eurovision when it came to Liverpool in 2023.

This eclectic mix has given him a front-row seat on how governance plays out across very different businesses. “The creation of boards of people who’ve never sat on a board before is an issue,” he explains. “Trustees can sometimes be unsure whether their role is to challenge or cheerlead. That uncertainty can weaken the model if it isn’t addressed.”

Storytelling, Engagement & Trust

Jane’s journey has been equally wide-ranging, moving from broadcast television to independent production, to employee engagement consultancy, and finally into employee ownership.

Along the way, she’s worked with major businesses – including BP and Tesco – on transformation projects that put communication at the heart of business change.

“Creating a new form for a company, from owned to employee owned, is exactly that process,” she says. “Communication and leadership sit at the heart of it. Trustees need to understand not only the legal requirements, but also the expectations of the workforce. That’s where governance really comes alive.”

Jane’s experience reflects a conviction that governance goes beyond compliance alone. It’s about trust, relationships, and the ability to explain decisions back to the employees who ultimately own the business.

Why Governance is Different in EO

Both Simon and Jane stress that governance in employee ownership isn’t a bolt-on but rather the central mechanism through which the model delivers on its fundamental promise.

As Simon puts it: “Governance realises employee ownership and preserves growth and sustainability for the long term. But when it goes wrong, it undermines the legal structure itself.”

In traditional corporations, shareholders are often remote. In EOBs, the shareholders are the employees. Although that much should be obvious, what often goes unsaid is how this reality creates a sharper sense of accountability.

“In an EO company, you literally have to walk back into the business and explain why and how you’ve made a decision,” Simon notes. “You don’t have to do that in the corporate world. That difference changes the quality of decision-making, and it becomes more thoughtful, more values driven.”

Raising the Governance Bar

The upcoming Finance Act, which introduces extended compliance periods and stricter requirements for Trust Boards, will put governance under even closer scrutiny. 

“The governance bar has been raised,” says Simon. “That’s the pivot moment for employee trustees to step up. Boards can no longer underestimate the skills and information trustees need to be effective.”

So, what makes the difference between a good board and a great one? For Simon and Jane, it comes down to agility and trust.

“A great board works on its feet,” says Simon. “Curveballs happen in board meetings. Great boards can react in an improvised way, but they stay faithful to their fields of knowledge and trust each other to find a solution. Boards that don’t work well are those that stick rigidly to straight lines."

Trust between trustees is non-negotiable. “The only way people can perform effectively is to trust each other,” Jane explains. “That trust comes from knowing your colleagues are approaching problems with the same purpose and values. It’s built not only in the boardroom, but also outside it, through relationships that make you confident no one is going to drop you when the tough calls come.”

Why This Matters Now?

Economic uncertainty, global instability, and rapid market shifts mean that boards can’t rely solely on manuals or compliance checklists.

“Those documents are your safety net, your licence to operate,” says Simon. “But what really matters is how you react and open up when the unexpected happens.”

For EOBs, that responsiveness must always be filtered through the lens of long-term stewardship. Decisions are as much about financial metrics as they are about how employees are treated, how trust is preserved, and how the business is safeguarded for future generations.

For the eoa, shining a light on governance is timely. Across the sector, the number of businesses transitioning into employee ownership continues to grow. In the first half of 2025 alone, more than 120 businesses transitioned to EO. This follows a record 560 transitions in 2024. Since 2014, the sector has surged by 1,640%, driven largely by small businesses, which make up 65% of the EO total.

Given the vast majority of these businesses have transitioned to an Employee Owned Trust (EOT), each one of them must build a Trust Board, often made up of people new to governance and a Board role.

Simon captures the stakes plainly: “Governance is where the promise of employee ownership comes alive or unravels."

Governance is the invisible infrastructure of employee ownership, the system that ensures decisions are made and made well.

Against a backdrop where corporate missteps regularly clog up headlines and newsfeeds, employee owned businesses have an opportunity to show a different path: one where accountability is immediate, values are embedded, and employees are both stewards and beneficiaries.