Mastering Board Leadership

In March, Meshack Joram, CEO of the Institute of Directors Kenya invited me to facilitate a programme that was scheduled to hold in South Africa from Wednesday 30 May to Friday June 1, 2018. The programme was a collaboration with the Institute of Directors South Africa (IoD SA). I was assigned to take day one while Richard Foster would take day two. Richard, a former chairman of the IoD SA, is CEO of Richard Foster & Associates. A Chartered Secretary and Chartered Director, he held senior management positions in Anglo American, Mondi, and Old Mutual during his corporate career, and was responsible for Corporate Governance and Risk. He also served as member of the King Committee on Corporate Governance and King 1V Task Team.

To ensure seamless integration, Richard and I had a high-level teleconference weeks before the programme to align our approach and agree the work-flow. With common ground established, Nabangi Sudi, the programme manager in Nairobi, was able to complete the design of the programme communication pack and send additional information to delegates. 

I arrived in Johannesburg on Tuesday 29 May and was received by Lameck. On arrival at the Park Inn Hotel, Katherine Street, Sandton City, I fell in love with the hotel’s cuisine, including gourmet burgers and local dishes served at RBG Bar & Grill. Later in the evening, I had drinks with my friends at the Michelangelo Residence before returning to my hotel early enough to get ready for the next day.

It was winter in South Africa and extremely cold in the mornings and evenings. It was moderately warm during the day when I was indoors. The master class was held at the IoD SA office complex on Katherine Street, about three hundred metres from the hotel. It was a good reunion with Angela Sherrington, CEO of IoD SA, since our last meeting in Abidjan.

On day one, I kicked off the session with a short quiz titled "How Knowledgeable Are You As A Director?" to determine the level of understanding of the delegates. Some of the questions I asked were:

1. Who is responsible for the final wording of the minutes of the board meeting?
2. From where does a director’s authority come?
3. When is a director responsible for board decisions made when he or she is not there?
4. A director’s fiduciary duty means putting whose interest first?
5. When does a director have the right to have his or her opinion entered in the minutes of the board?

The questions generated a lot of debate which further enriched our knowledge base.

I covered Corporate Governance and Building the Board focusing on:

1. Corporate Governance

a. Review of the concepts, pillars, principles and codes of corporate governance.

b. Ethical and moral duties of a Board Chairman.

c. Legal issues in Governance.

2. Building the Board.

a. Enhancing the board support framework

b. The selection process and framework.

c. Achieving balance orientation and training of directors.

d. Guidelines for board conflict management and conflict resolution.

e. Crisis Management and Communication.

f. Functional and dysfunctional boards.

I used three case studies to reinforce learning. Case study 2 is reproduced below.

For the love of company and family

Situation: You are a director in a major steel company. Your elderly parents own a considerable amount of the company’s shares. You know the company is experiencing some major difficulties that could affect the share price dramatically.

Question 1: What would you do?

Question 2: What issues does this raise?  

On day two, Richard covered The Chairman as Leader of the Governing Body and led the conversation on:

a. Improving Board effectiveness.

b. Setting the governance agenda.

c. Strategic direction.

d. Planning and running effective meetings.

e. Board dynamics including Board Committees.

f. Role of the CEO and relationship with the Chairman and the Board.

g. Role of the Lead Independent Director.

h. Board and Director evaluation.

i. Shareholder /stakeholder relationships & communication.

j. The changing role of the Chairman.

It was a wonderful experience co-facilitating with Richard Foster. In line with my personal philosophy to learn from people who have done or are doing what I hope to do well, I sat through Richard’s session and came out with so much knowledge.

I excused myself from a planned visit to the Johannesburg Stock Exchange on Friday 1 June 2018 to fly back to Lagos and meet up with an important engagement. If I had more time, I would have fancied a round of golf at the Wanders Golf Club which is only ten minutes drive from the Park Inn Sandton. Maybe another time.