Not having a board of directors is one such mistake and in my long experience I haven’t seen companies without a good board succeed much or companies with a ‘Yes’ people in the board achieving more. Dummy Directors appointed for legal obligation serve limited purposes or serve no purpose. Boards must be at the helm of every company, making important decisions

What are board of directors?

Boards of directors are groups of individuals within your companies, elected or appointed as representatives of shareholders or owners to establish corporate governance and oversee organizational strategies. The board plays a pivotal role in all aspects of corporate governance in organizations. It is responsible for protecting shareholders’ interests, establishing policies for management, oversight of the corporation or organization, and making policy decisions. For this to be a success, organizations need to have the right people on the board challenging, inquisitive and with experience of the industry they are in.

Why shareholders fear having boards of directors

Establishing a board of directors may not solve the problems you are hoping to solve. If you fill your board with your friends, buddies or family, you may not be able to get objective feedback.

Mostly shareholders elect such people due to their fears. A common misconception within closely held companies is that having independent directors will lead to loss of control. Actually, control is not sacrificed. Independent directors enable you to have access to more knowledge, use your resources more wisely and leverage on as much experience as you possibly can.

Making an effective board

Invite people who are financially independent from you and your company. Your board members should not rely on you financially or “need” you in any way. Again, the best board members must be truly independent to be effective. In addition to that you should look for people who are not afraid to voice their opinion.

Essence of Building a skills-based board

Skills and knowledge are needed to operate effectively in a dynamic environment and should be available in a well-rounded board of directors, which allows the executive to focus strategically on the business. What is important for a board is that it should have a good understanding of the skills it has and skills it requires. Where possible, a board should seek to ensure that its members represent an appropriate balance between directors with experience and knowledge of the organization and directors with specialist expertise or fresh perspectives. Directors should also be considered for the additional qualities they possess, their “behavioral competencies”, as these qualities will influence the relationships, between the board and management and between directors and key stakeholders.

Dilemma of having dummy directors

Dummy directors appointed as for legal obligation serve limited purpose or no purpose at all. The biggest mistake founders make is not having an active external board. External directors’ job is not to manage the company but to keep the company running by setting management and organizational policies for the organization. Their experience should bring in knowledge and skills to grow the organization. Dummy directors vote in favor only. Companies are likely to make mistakes when they have dummy directors.

Not having a board of directors is one such mistake and in my long experience I haven’t seen companies without a good board succeed. Good governance must be embedded in a company’s values. It provides mechanisms to ensure leadership, integrity and transparency in the decision-making process. The board should be small enough for efficient decision-making and it should be large enough for its members to contribute experience and knowledge from different fields

Why having a board is key to organizational success?

It is generally accepted today that the board has a significant role to play in the formulation and adoption of the organization’s strategic direction as well as improving performance. The extent of the board’s contribution to strategy will range from approval at one end to development at the other so that maximum performance is attained. Monitoring organizational performance is another essential board function as well as ensuring legal compliance of the company. The board ensures that corporate decision-making is consistent with the strategic planning of the organization and owners’ expectations.

Building and maintaining an effective governance infrastructure

A company’s corporate governance structure is critical for its successes. Think of corporate governance as a system of rules, principles and processes by which your company is directed and controlled. Since the board is ultimately responsible for all the actions and decisions of an organization, it will need to have in place specific policies to guide organizational behavior. To ensure that the line of responsibility between board and management is clearly delineated, it is particularly important for the board to develop policies in relation to delegation.

Poor internal processes and procedures can lead to inadequate access to information, poor communication and uninformed decision-making; hence the board makes sure that this is available via the management for the benefit of the company. A strong and effective board of directors is an invaluable asset. You can work smarter and be better prepared than your competition.

Board as a strategic weapon.

Building a strong board of directors can have powerful benefits for your fast-growth software company. The right board can help drive incisive advice on strategic decisions and steer you in the right direction with the right experience and contacts. Like all business decisions, it is up to your company to decide if it wants to invest resources towards the establishment of a board of directors and leverage on this highly underutilized business tool.

Organizations need genuine boards of directors, if you are a dummy board member my advice is for you resign and focus where you are contributing our intellectual capital .It is not legendary to be involved in various companies as a board member but while contributing nothing.

Emmanuel Zvada writes in his own capacity. He is an Award Global HR Practitioner, Managing Consultant for Third Eye Africa Consulting Group.  For comments inbox or call +263771467441


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