By Johnson Manyakara

It is in the best interest of any progressive organisation to develop governance instruments to enhance the organisation’s ability to deliver against its mandate, whether the mandate is financial success or success in the provision of basic services such as water and sanitation, electricity, telecommunications, transportation, health or education. Governance Instruments, in my view, should keep Board members awake at night both in terms of having them in place and in terms of ensuring compliance with their provisions.

Key Provisions of Governance Instruments

Amongst the key provisions of governance instruments include the following:

• Full protection of all stakeholders;
• Accountability;
• Transparency;
• Responsiveness;
• Consensus Orientation;
• Equality and Inclusiveness;
• Effectiveness and Efficiency; and
• Participation.

Examples of Governance Instruments in Board Leadership

Research shows that the following are the most common governance instruments in Board Leadership:

• Board Code of Ethics/Conduct;
• Board Charter;
• Board Manual (e.g. Induction Manual, Governance Manual, CSO Self-Regulatory Framework Manual, Enterprise Risk Management [ERM] Manual, etc.)
• Director Terms of Reference (TORs)/Contracts; and
• Board Committees TORs.

a. Boards Code of Ethics/Conduct-

This outlines the vision, mission and core values of an organisation, how Board members and employees at all levels are supposed to discharge their duties and resolve problems consistently in line with the organisation’s core values and the standards of conduct to which all concerned will be held towards each other and the public. The Board Code of Ethics provides guidance to all concerned regarding ethical and behavioural considerations and/or actions as they address their duties and obligations during their tenure in the organisation.

b. Board Charter-

In addition to outlining the vision, mission and core values of an organisation for which a board is responsible, a Board Charter sets out how Board members will discharge their duties and the standards of conduct to which they will be held accountable for.

c. Board Manual-

A Board Manual is a set of formal structures and processes that govern key Board attributes and activities such as size, composition, roles and responsibilities. Typical Board Manuals are Board Induction Manual, Governance Manual, CSO Self-Regulatory Framework Manual and ERM Manual.

d. Director TORs/Contract-

Role clarity is a key requirement in any performance management system. A Director TORs ensures that each director is clear of his/her role on the board. Progressive organisations would translate the Director TORs into a Performance Contract for each Director as part of a strategic Performance Management System. This process is cascaded to the CEO and to other members of Senior Management, further informing their associated Key Performance Indicators (KPIs).

Board members are responsible and accountable for the performance of their organisations. Since Governance Instruments are key in contributing towards the performance of organisations, Governance Instruments should keep Board members awake at night. In Zimbabwe, for example, The Public Entities Corporate Governance Act, 2018, makes it mandatory for public entities to develop these governance instruments and to comply with their provisions.