Africa-Press – Namibia. MATTHIAS NGWANGWAMA
IN general, a few topics are more frequently discussed than board of directors. Over the years, numerous research studies were conducted, and a myriad newspaper and magazine articles written, about the concept of board of directors.
However, empirical research and popular newspaper and magazine articles tend to focus discussions on board directorship on theoretical discourses rather than as a daily lived experience.
Quite often, the discussions tend to place emphasis on the duties of the board of directors and the mechanics (‘whats’ and ‘hows’) of boards and corporate governance, which anyhow never seem to be applied in daily life.
Perhaps, it is because of this exceeding focus on theory and mechanical elements that the “crisis of corporate governance” (persistent incidents of mismanagement, incompetency, malfeasance, corruption, fraud, favouritism and nepotism) continues unabated globally, both in the private and public sector.
Hence, the question: is there something that researchers and commentators miss, or sidestep, in their analyses and discussions about board directorship?
It is within this context that contributions from a practical experience point of view, and findings emanating from ethnographic and action research, can be useful.
From an experiential business management perspective of over several years, I suggest two aspects that might be beneficial to effective board directorship and corporate governance.
BOARD AND CORPORATE GOVERNANCE
Board directorship and corporate governance have a historical context and evolution. A board-centred model of corporate governance is the prevailing model of corporate governance around the world.
From a Southern Africa context, the Institute of Directors in Southern Africa (IoDSA) and the King Committee on Corporate Governance in South Africa, through various versions of King reports (first published way back since 1994 as King I, and then followed by King II, King III and King IV, which is the latest edition) have established the expected good governance practices in companies.
According to the King IV report, ethical and effective leadership forms the foundation of good corporate governance practices.
But is ethical and effective leadership, a daily lived experience across the globe?
In its simplest form, the primary duty of a board of directors is to design and implement a system of directing and controlling the activities and culture in their organisations, seminally referred to as corporate governance.
Perhaps if understood literally, the word “controlling” is responsible for misleading conclusions about board directorship, hence the frequent and useful mention of a board’s fiduciary and oversight duties.
If not well understood, the notion of board of directors can lead to greater harm than it aims to achieve.
To be on the safe side, the board of directors have to limit themselves to oversight duties, defining strategic direction and providing strategic leadership to the organisation.
This implies that the boards have to continuously restrain themselves from the recurrent “sin” of encroaching, and taking on responsibilities other than the aforementioned (oversight duties, defining strategic direction and providing strategic leadership in the organisation).
Flowing from the above, the notion of board directorship seems to be a straightforward function of exercising oversight duties, defining strategic direction and providing strategic and ethical leadership in the organisation.
This brings us to two aspects that, based on an experiential point of view, can be helpful in transforming board directorship and corporate governance into a smooth and trouble-free daily lived experience.
ROLE PREP
As with most aspects in life, success comes as a result of knowledge, experience, previous (positive) results, support and gearing up (preparation).
In the same way, preparation for the role as a board member, through reading and comprehending key responsibilities, as found in establishing acts, board of director manuals and company-specific terms of references, are basic but helpful prerequisites.
Such preparations can be further assisted by consistent thorough preparation for board meetings.
The sittings of the board of directors are limited. It is not often that they meet. In many cases, the board only meets four times a year (quarterly meetings).
For this reason, the limited time should be used meaningfully and with board members coming to the meetings well prepared.
It is often the case that board meetings transcend into “free-for-all-and-for-everything” scenarios where discussions are generalised, and sometimes personalised, without clear directions.
Occasionally, some board members never open a single paper of board documents and, as a result, ask questions to which the answers are contained in board packs.
Of course, management is sometimes irresponsible in that they “dump” unorganised documents in board packs and submit board documents late, which hinders thorough preparations.
All these are basic but vital aspects, which, if dealt with responsibly and improved, would result in transforming corporate governance and board directorship into smooth and trouble-free daily livid experiences.
STAY IN YOUR LANE
Board directorship is about relationship management.
Relationship management should exist between the directors and shareholders, the directors with each other, and the directors with management.
Inability or failure to manage these relationships is sure certainty for unsuccessful corporate governance processes and experiences.
Inattention and insensitivity to board relationship management, through lack of comprehension of each other’s respective responsibilities, might result in both parties (stakeholders) claiming that they are all “bosses” with unlimited powers and who are there to “fix” others, bring them down from their thrones and “teach them lessons”.
Therefore, there will be significant progress in the corporate governance domain if stakeholders (shareholders, board members and management) persistently, and consistently, discipline themselves to avoid the temptation, and “sin”, of encroaching on others’ responsibilities.
From an experiential point of view, encroaching on others’ responsibility is the most singular cause of failed corporate governance processes and tense corporate environments.
The two themes discussed above are, without a doubt, not the alpha and omega. However, sufficient focus on them might lead to improved relations between the key stakeholders in the corporate governance conundrum.
Also, it might eschew the frequent temptation by shareholders, directors and management to encroach on each other’s responsibilities.
*Matthias Ngwangwama is a business management scientist and practitioner. He serves as the managing director of Namibia Wildlife Resorts Limited. The views expressed in this article are his own.
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