What Should Keep Board Members Awake at Night II?
By Johnson Manyakara
Board Induction should keep Board Members awake at night! The sooner “best practice”-based Board Induction occurs, the quicker new directors are able to meaningfully and “productively” participate in boardroom discussions and decision making. The responsibility for the induction of new Board members falls squarely on the Board Chair’s lap, through the organisation’s Company secretary and CEO.
Key Objectives
The key objectives for new directors undergoing board induction include:
- Enlightening them on the purpose, vision, mission, core values and strategic objectives of the organisation;
- Enhancing the new directors’ knowledge, skills and experience to better equip them to discharge their corporate control and fiduciary duties;
- Improving the new directors’ level of confidence, competence and boardroom participation;
- Debunking wayward board leadership practices;
- Understanding the Board Leadership framework within which the Board operates;
- Addressing the expectations/requirements of the new directors to ensure they fulfil a meaningful role on the Board;
- Introducing new directors to key stakeholders of the organisation; and
- Creating a sense of engagement and building unity of purpose amongst the new directors and the existing board, including the CEO, Company Secretary and other members of the EXCO.
Board Induction Strategies
King IV of South Africa, the Zimbabwe National Code of Corporate Governance and the Public Entities Corporate Governance Act provide for Board Induction as one way of Director Development. It is good practice to provide new board members with a structured, comprehensive and practical orientation to the workings of their boards and entities as well as to their responsibilities as board members. Different Board Induction strategies are used largely depending on organisational philosophy and the size of the organisation.
Induction Pack Strategy
Most board induction programmes only include making available to the new Board member an induction pack, typically comprising the following:
- Organisational Charts;
- Board Constitution;
- Board Minutes;
- The last annual report;
- Strategic Plan;
- Governance Policies and Procedures;
- Governance Handbook; and
- Copies of the past Financial Statements.
This induction strategy almost solely relies on the new director reading masses of information that are primarily historical in nature. While these documents will bring the new director up to speed with information, the effectiveness of this strategy on its own is questionable.
Behaviour-Based Strategy
This is a more effective strategy. A behaviour-based Board Induction strategy ensures the following aspects are covered:
- The process of board decision making is explained;
- The values and expectations of the Board are highlighted;
- The key roles of the Board are discussed and what these mean in terms of expectations of the new Board member;
- The legal requirements of the new director are discussed, particularly what this means in terms of behaviour and expectations of the Board; and
- The induction programme should also include a facility for the new director to self-assess their knowledge in key areas and to seek further clarification and knowledge, where needed.
Mentor System
A number of Board Induction programmes include a mentor system where a new Board member is mentored by a fellow director for, say, the first 12 months. Sometimes a senior executive is allocated as a staff mentor. The organisationally experienced mentor assists the new Board member to quickly grasp the key values and decision making processes of the Board and provides feedback to assist the new Board member in contributing from the very first Board meeting.
Surprise! Surprise! Surprise!
Considering the strategic importance of Board Induction to organisations, why are so few board induction programmes described as “best practice”? Why is the standard Board Induction mostly patchy, with some entities not having any Board Induction programmes at all? Indeed, food for thought.