Good governance is as much an “art form” as it is a “business process”. Sadly we hear all too often about dysfunctional boards and Directors driving personal agendas. I consider that good governance is all about listening to senior management, understanding the drivers of the business, their market place, their opportunities and challenges.
Whether the board is that of an NGO, a private or a public sector entity the same principles apply. An Independent Director has a non –negotiable duty of care to understand every issue bought before a board, to ask the right questions and to be able to deliver informed opinions, debate the issues and then to be a part of delivering the outcome sought by the entire board - whether one is in the majority or the minority.
High functioning boards are always made up of directors who will listen to each other, who are prepared to assess and debate the core issues and assimilate their decisions and assist management to drive profits and continuous improvement into the business. The best boards that I have served on have always enjoyed vigorous interpersonal debate on the issues and at the same time asked and received from each other mutual respect.
As an independent director I always seek to get to know and understand the senior management and their corporate vision. It is also about being available at any time to senior management to discuss issues of concern and to act as a trusted advisor on how to approach issues that challenge senior management. A good director is not a corporate policeman rather he is a strategic thinker who has once been a senior manager himself –someone who has been there before and understands just what senior management are facing.