The last two decades have been littered with examples of challenged and even disgraced corporations. Boeing, Enron, General Electric, Kmart, and the Weinstein Company, to mention but a few. The Kenyan examples are just a good number to name. Each round of unflattering headlines about corporations and their leaders prompts a set of reasonable and justifiable questions: What exactly are the boards of directors doing?
Yet for every corporation attracting headlines for the wrong reasons, others quietly thrive as their boards and management strive to do the right thing. By helping to create economic growth, corporations contribute to society’s well-being in many ways. They create jobs, contribute to workers’ livelihoods, and counteract poverty, among others. They also provide a tax base that contributes to the fiscal health of governments. Just as corporate success lifts society, corporate failure has the potential to sap its vitality.
To the average person, the board’s job might seem unclear or even superfluous. Board members are seen as having all the upside—prestige and board fees—and very little downside. The opposite is true. While management operates the corporation on a day-to-day basis, in the words of Dambisa Moyo, it is the board’s responsibility to look on from 40,000 feet.
At its meeting, the board should ask whether the leadership is innovating enough, hiring the right people, and building the best management team; whether the corporation is growing its customer base and beating the competition; and whether its operations are aligned to the latest corporate strategy.
The board must look beyond compliance and ticking the boxes and work towards securing a competitive advantage. The board should be even more actively engaged when the corporation is not doing well; otherwise, it would be a case of Nero fiddling as Rome burns.
The Kenya Companies Act, 2015 expressly provides that in executing their responsibilities and duties, directors must endeavour to promote the success of the company.
In the current environment defined by volatility, uncertainty, complexity, and ambiguity, we need corporate boards that deliver, boards with purpose, visionary and agile boards ready to promote success, embrace stewardship, sustainability, accountability, transparency, integrity, prosperity, and public good.
This encompasses putting into consideration the corporate value or long-term success of the company and other stakeholder interests. They must exercise independent judgment in their execution of duties; apply reasonable care, skill and diligence to their tasks and avoid conflict of interest.
In the words of Jim Leng, former Chairman, of Corus Group, the day of the gifted amateur is long gone. Board membership is not about receiving hefty allowances and/or remuneration for mediocrity. It is not about filling the boardroom with people who will be rubber stamps or pliable tools in the hands of executives. Today's directors must be more engaged, shrewd, enterprising, more numerate and more technically competent than ever.
The writer is a Legal Counsel and a Certified Secretary. [email protected]
