For best governance practices, each business or organization must have a Board of Directors. Others may call it a Board of Governors or Trustees. The bottom line of the Board of Directors is; it is the top decision making body in the business. The main two main mandates being: risk management and on going concern. The people who appointed them to the Board have expectations they want them to deliver on. The owner of the business will appoint the Board because of these two things: risk management and going concern.
How does a Board member manage these expectations?
But before we say how they manage these, what other specific things exist?
1.Articulating the strategy of the organization
Since the Board is responsible for oversight and risk management, they must first articulate the strategy of the business. And the values by which they are going to deliver. Traditionally, we used to say: mission, vision and values of the business. Of recent, we look at what is the winning aspiration, where we will play and how we will play? What businesses will do and what you won’t do! The Board is expected to articulate and live these values. They should ensure that all the stakeholders in the company get these values. Board members should live by example and be active advocates and ambassadors for the values. You don’t give a value and fail to live it. You can not tell people to come early to office yet as for you come late.
2. Maintaining a high level of secrecy
To have effective operation of the Board, there are certain they must do. They must maintain confidentiality, build good corporate culture and support Board decisions. How do you make decisions and see them implemented through? How do gain critical information about the business and ensure that you do not release it to the public? If it is business, it has to have a strategy. This is a confidential property document. How do you ensure that at individual level you are practicing confidentiality?
From my experience of cyber crime and computer security, I have seen Board members who receive emails on their laptops or mobile phones. When they reach home, the wife or the children begin using the same laptops. In the process, the information is emailed out accidentally.
At individual level, do you acknowledge that the information you receive is confidential? Board members normally are given hard copy Board papers. They put the papers in their cars whereby one can easily get access to them. Somebody is reading the information of the business and some of these people could be competitors. It is each Board member’s mandate to manage this expectation of confidentiality.
3. Attending Board meetings
In order to achieve the business and the mandate of the Board which could be constitutional or by law, they must attend Board meetings. You realize that in the Annual reports of public companies, out of the five possible Board meetings, a Board member attended only one. During that term, that is not acceptable. What value are you adding to the Board?
Not attending Board meetings is a failure at the individual Board level.
4.Understanding the Board’s business as a Board member
It is the responsibility of the Board member to gain a thorough understanding of the business both at operational and strategic levels. What is the critical asset, key strategic area and technical insight of the business? Technical insight gives us competitive leverage in anything we are doing. Strategic key area is that thing which will make us remain in business for the 4-5 years to come.
In Uganda, businesses collapse in the second year after its commencement though we are highly entrepreneurial. It is because these businesses are copy cats. What does the business exit to solve? What will make it long term?
5. Avoiding conflicts of interest
Conflict of interest is a situation whereby a Board member has an interest in the decision before the Board. On one hand he has to work in the interests of the business and on the other in his own interests. For example if you sit on the procurement Board committee and find that may be your brother or son has bid for a given contract. You have to protect the interests of the company as a Board member and get value for money. But also you want your son or brother to take this contract. Will you take the right decision in that situation? The answer is No! It is very important that you disclose your interest and leave the Board.
6. Guiding the Chief Executive
Since the Board is responsible for recruiting and monitoring the Chief Executive, it is their mandate to be on the side of the CEO. They are expected to oversee the chief executive. It is very disappointing when a Board member tells me that they have failed to manage the CEO. In the first place, they are supposed to have been involved in the recruitment process and providing technical insights.
7. Undertake personal developments
Many times, appointment to the Board is not based on the insights somebody brings on the table. In that the case, the Board member should identify some skills if s/he is going to add value to the business. They must undertake on going continuous education in the key areas of the business. If you are appointed on the Board of the bank, you must understand banking. Who is the main competitor? In the 5-10 years to come, what is going to be driving the banking sector? In this you are able to review the strategy and tell whether the bank is moving in the right direction.
