Ideas & Debate

The high cost of dodging shareholder, board nod


t is easier to ask for forgiveness than to ask for permission. A friend of mine recently told me these wise words and I had to research the source of this adage.

Apparently it was popularised by Grace Murray Hopper, a US Navy Rear Admiral and pioneer computer scientist but has been in use for many years before including the 1903 novel titled A Professional Rider by Mrs Edward Kennard where she wrote, “Once married, it would be infinitely easier to ask her father’s forgiveness than to beg his permission beforehand.”

Anyone who plays a leadership role will quite likely find themselves at this crossroads often, particularly in times of crisis when decisiveness trumps procedural bureaucracy.

Kamili Investment Group Ltd or KIG (not its real name) was your typical group of 15 friends-turned-investors who had come together to pool funds to invest. They religiously sent in their monthly contributions and hunted for an economic activity in which to place the funds so as to generate a return on their investment

As is usual in these ‘chama’ scenarios, only four of the shareholders were active in the day-to-day operations of the group, ensuring that the banking and reconciliations were happening and actively looking for investment opportunities.

Consequently, they were the main signatories to the KIG bank accounts and the company representatives whenever talking to the principals of potential investee companies.

Needless to say, a lucrative opportunity arose to invest in an insurance company whose founding shareholder wished to sell his stake. The four KIG principals began active negotiations and due diligence, which culminated in the eventual purchase and takeover of the firm.

The investment was a great source of pride for all the KIG shareholders as they now had graduated from an investment group into a holding company of an operating subsidiary.

The four principals, who had been the initial board of directors, expanded the board by adding another three shareholders and brought in a professional set of external auditors to help place their financial reporting at an aspirational world-class level.

A year after the insurance company purchase, an audited set of accounts was tabled before the board for review and approval. A hawk-eyed director who was not one of the four principals noted an extraneous payment for professional services rendered. “What services are these?” he asked.

An uncomfortable silence insidiously wrapped itself around the meeting room occupants. The answer was eventually teased out, albeit with great difficulty. The four principals had paid themselves a “success fee” for finding, negotiating and eventually delivering on the successful purchase of the insurance company investment.

Their smug rationale was that they had put in the extra time, blood, sweat and tears to find and get that investment completed.

All hell, just like a sack of potatoes falling off a Marikiti-bound mkokoteni, broke loose. It was three against four in the meeting room, with a hapless company secretary watching in gobsmacked horror.

The bone of contention for the three previously blissfully ignorant directors was that such a payment should have been brought not only before the board but tabled at the annual general meeting so that the shareholders could be asked to give approval for such a payment.

“But would you have agreed to paying us for all the work we did?” asked one of the unrepentant principals.

The truth is that the four principals knew beyond a shadow of a doubt that their colleagues would never have agreed to them getting a bonus payment that was essentially coming out of the shareholder funds.

Apologising and pretending to be penitent was calculated to be the better strategy as they knew it would be an upstream swim for shareholders to try and claw back the payments already made. They were right.

The problem was, however, that severe mistrust became the jam with which board meeting tea scones were consumed following that ugly exchange. It is indeed much easier to apologise than to seek permission. Thereafter it comes at an extremely high cost: Trust, or a lack thereof.

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