Carlos Cabezón
Diagnostic

Independent Counsel

For boards, committees and CEOs

An independent voice in the decisions that matter

Some decisions a CEO should not take alone, and they are not easy to discuss only with the people who work for him.

I do not come in to manage the company. I come in to know it, understand what is happening and give my opinion when an important decision has to be taken.

Let's talk

By invitation · Direct work with me · Annual review

The problem

The CEO also needs someone to push back

Picture a board meeting. The company wants to grow 30% next year.

  • SalesSays more capacity is needed.
  • OperationsWarns it is already at the limit.
  • FinanceAsks to protect margin.
  • The CEOBelieves the opportunity is there and should be taken.

Everyone can be right from where they sit. But there is one question that affects them all:

Can this company grow 30% with the organisation it has today?

  • 01What breaks first?
  • 02What would have to change before growing?
  • 03What are we taking for granted?
  • 04Are we approving something the organisation will not be able to deliver?

Not to decide for the CEO. To improve the decisions that come out of that table.

Why a stable relationship

To have a useful opinion you need to know the history

Say the CEO wants to change the responsibilities of two committee members. From the outside, anyone can have an opinion about the new split.

But some things never appear on an organisation chart.

Not on the chart

  • One of them has been in the company for years.
  • The other took on a responsibility temporarily that never went back.
  • Someone already tried to change the structure once.
  • And certain decisions still reach the CEO although, in theory, they should not.

What problem are you trying to solve by changing those responsibilities?

I know the previous decisions, what happened afterwards and the conversations that keep coming back to the table. When something new appears, I do not start from zero.

How I can work

On the board or directly with the CEO

01

As a board or committee member

I take part in the board's meetings and in the decisions that come before it. I receive the information, study it, ask and give my opinion. If I believe a proposal is not sufficiently worked through, I say so.

Regular presence on the board and availability between meetings.

02

As adviser to the CEO

Not every company needs a new board member. Sometimes it is the CEO who wants an experienced person close by to talk to regularly, before taking a decision to the committee.

An agreed cadence of conversations, without sitting on the board.

What reaches the table

What would we discuss?

Not everything. I add most when the matter affects how the company will work and the consequences can last a long time.

“We want to grow. Can the company take it?”

The commercial plan may be good and the organisation still not be ready.

“Everything still ends with me”

There is a committee and there are owners, yet too many decisions keep coming up. The answer is not to delegate more: it is to understand why they rise.

“We need to change the committee”

Before changing names, it helps to be clear about what the new split has to solve.

“A key person is leaving”

The first question is usually who replaces them. It may not be the first one to answer.

“We have spent three board meetings on the same thing”

Maybe information is not missing. Maybe what is blocking the decision needs to be identified.

“We are about to make a major investment”

The numbers may add up. But someone will have to deliver the result that justifies them.

Why me

Because I have had to take decisions from inside

I have spent thirty years working with companies and leadership teams. I have led businesses in consulting, technology and professional services, with P&Ls of up to 70 million euros and teams of up to 300 people across six countries.

I have also worked with companies in engineering, construction, infrastructure, energy, defence and industry.

  1. Having to explain the decision.

  2. Getting other people to own it.

  3. Seeing that something that looked simple was not.

  4. Correcting course.

  5. And taking the consequences when it does not go as planned.

On a board that experience matters. The discussion is not only whether an idea looks good: it is also whether this company, with the people it has today, can make it work.

Since 2025 I have been on the board of FirstPort, Scotland's national social enterprise organisation. I hold no executive responsibility there: I am part of the body and take part in the conversations and decisions that belong to it.

What to expect

What I do once I am at the table

I also know when a decision is worked through enough and it is time to take it. This is not about arguing for the sake of it.

  1. I arrive having read the papers.
  2. I ask when something does not add up.
  3. I do not accept a proposal just because it comes from the CEO.
  4. I remember what was decided six months ago if the conversation is going the other way.
  5. I ask who will execute a decision before approving it.
  6. I point out when a proposal depends too much on one person.
  7. I tell a one-off problem from something that keeps repeating.
  8. I say I disagree when I do, and explain why.

A case

Real case.

Three scenarios on the table

The board had to choose between three strategic scenarios: strengthen what was already working, diversify, or go for growth. All three made sense, which is exactly why the discussion could have dragged on for months.

My proposal was not to choose, but to treat them as layers of a single strategy: protect the core, diversify with discipline, and keep growth for where there was evidence to support it. That changed the question.

The question nobody asked

How much reliance on a single revenue stream are we prepared to accept, and for how long?

  1. What level of reliance would be acceptable three or four years from now?
  2. What happens to the numbers if that revenue shrinks or is not renewed?
  3. What would we need to see to continue, adjust or stop each new line?
  4. What capacity do we need to diversify without neglecting what already works?

With those questions on the table, I asked for the scenarios to be modelled and for review points on each new line. The strategy the board approved took the layered approach. What was left open will come back to the board, and when it does, the conversation will not start from scratch.

When to bring me in

Better before the decision is on the table

On Thursday a major investment has to be decided and you call an outsider on Monday.

What they can do

  • They can review the information.
  • They can ask questions.
  • They can bring experience.

What they cannot know

  • They do not know why you decided against something similar two years ago.
  • They do not know the person who will have to execute it.
  • They do not know that the problem had already come up under another name.
  • Nor that part of the plan depends on someone who is thinking of leaving.

A stable relationship means that when the decision arrives, I already know much of the history. And the conversation can start where it actually needs to.

Who this is not for

This table is not for everyone

Anyone looking for a decorative board

If what is needed is a name on paper that does not make anyone uncomfortable, I am not the right person.

Anyone who has already decided

If the decision is made and what is wanted is backing, an independent voice is unnecessary.

Anyone who wants me to manage

Management belongs to the executive team. If someone is needed inside executing, that is Strategic Execution.

A one-off matter

If there is a specific subject with a date, that is Executive Decision or the Executive Sounding Board. Here the relationship is stable.

When there is no personal fit

I have to know the CEO, and the CEO has to know what to expect when we disagree. Without that, better not to start.

The proposal

Before bringing me in, first see whether I fit that table

Someone who joins a board will learn things that do not leave that room. Decisions not yet communicated, problems perhaps only the committee knows, the CEO's own doubts, and conversations where not everyone will agree.

That is why a CV is not enough here. The first conversation is there to start with exactly that.

Duration
The relationship is stable and reviewed annually.
Investment
I set it after understanding the company, the format, the dedication and the responsibility involved.
Let's talk

Initial conversation · Confidential · No commitment

In listed companies, qualifying as an independent director requires set periods since leaving as an employee or executive director, and no significant business relationship in the past year. In unlisted companies these criteria are not mandatory, but they are the standard against which independence is judged.

Frequently asked questions

No. If I am on the board, I take part in the decisions that belong to it. If I work as an adviser, the decision remains the CEO's, even if he tests it with me.

There is little point bringing in an independent person for that. I give my opinion even when it does not match the CEO's or the majority view.

Not in this service. That is Strategic Execution. Here I take part in the conversations and decisions that belong to my position. Management stays with the executive team.

That one runs for a period around a specific matter. This is a stable relationship: I know the company over time and take part in different decisions as they appear.

No. I can also work directly as adviser to the CEO.

It is not framed as a project with a closing date. The relationship is reviewed annually.

It depends on the format, the time commitment and the responsibility I would take on. First I need to understand what the company needs. Then I put forward a proposal.

Not necessarily. In a relationship like this, fit between the CEO, the rest of the board and the company's purpose with my experience and with me matters a great deal. That is why the service is by invitation.

Independent Counsel

Would that voice at the table help you?

If there are decisions you want to discuss with someone who knows your company, has run a business, and will tell you when they disagree, let's talk.

Let's talk

By invitation · Direct work with me · Reviewed annually