The Annual Directors Day on May 4th 2022 is a culmination of the quarterly Directors Dialogue events and focuses on the issues that have been discussed during those events and more.

The roles and responsibilities of the board of directors, including the general manager or CEO (chief executive officer), are defined within the current needs and requirements of the business organization. Fundamentally it is the role of the board of directors to hire the CEO or general manager of the business and assess the overall direction and strategy of the company and to provide guidance on particular pressing issues.

The Board of Directors should not be involved or is responsible for hiring all of the other employees and overseeing the day-to-day operation of the business. Conflicts with e senior management and the board usually arise when these guidelines are not followed. Disagreement or even controversy occurs when the directors begin to meddle in the daily process of the company.

On the other hand, the CEO or senior management can be asked for their input or suggestions on the board’s responsibility to provide the overall policy decisions of the business.

At the Directors Day Board members will provide guidance on the subjects to address the primary responsibilities of the board of directors.

  • Recruit, supervise, retain, evaluate and compensate the manager. Recruiting, directing, controlling, assessing and paying the CEO or general manager are probably the essential functions of the board of directors.
    1. Value-added business boards need to search for the best possible candidate for this position aggressively.
    2. Actively searching within your industry can lead to the identification of competent people.
    3. A significant error of value-added industries is under-compensating the manager. Managerial compensation can provide excellent financial payoff in terms of attracting top candidates who will bring financial success to the value-added business.
  • Provide direction for the organization. The board has a strategic function in providing the vision, mission and goals of the organization. These are often determined in combination with the CEO or general manager of the business.
  • Establish a policy-based governance system. The board has the responsibility of developing a governance system for the business. The articles of governance provide a framework, but the board creates a series of policies.
    1. The board develops policies to guide its own actions and the actions of the manager. The guidelines should be broad and not rigidly defined as to allow the board and manager leeway in achieving the goals of the business.
  • Govern the organization and its relationship with the CEO. Another responsibility of the board is to develop a governance system. The governance system involves how the board interacts with the general manager or CEO.
  • Fiduciary duty to protect the organization’s assets and member’s investment. The board has a fiduciary responsibility to represent and defend the member’s/investor’s interest in the company. So the board has to make sure the assets of the company are kept in good order.
  • Monitor and control function. The board of directors has a monitoring and control function.  The board is in charge of the auditing process and hires the auditor. It is to make sure the audit is done each year promptly.

Governance Models

Each board evolves with its own corporate culture as the board of directors is a collection of individuals trying to operate as a group. Each culture is dictated by the backgrounds of the individuals on the board. However, there are several governance models of how a. We examining and choose the right governance model so that the board of directors can function as the impact determines the success of the value-added business.

Some of the subjects we will discuss are:

  • Business Strategy and the Board of Directors
  • Introduction to Governance, Risk management, Compliance and IT and Cybersecurity concerns
  • Recruiting, Selecting and Developing Board Members and Managers
  • Board of Director Evaluations
  • Governance Risk management, Compliance Issues that are Distinctive to Start-up Businesses
  • Upgrading the Board of Directors IT and Data Skills and Educational Needs

Corporate Board of Directors and Executive Accountability

There are two ways to prevent boards from backing poor strategies, or from continuing to pursue them in the face of overwhelming evidence that something has gone wrong.

  1. involves hiring people with the appropriate talent, experience and judgement into board roles from the start who can deliver the intended strategy, and who are prepared to adapt it—or scrap it—if circumstances change.
  2. make executives more accountable for the strategies they greenlight and steer by making pay and rewards much more contingent on actual performance—not just in terms of financial results, but also in securing the business’s long-term future by, for example, committing to improving and investing in recruitment, retention and training programs.

Making sure that you have a strong leadership team from the start is crucial, but it is also important to know up front whether they have the nerve and good business sense to pull the plug on a failing strategy, thereforebenchmarks can measure the success and aaddress the strategy if it needs to be changed or dumped.

  1. Linking executive pay and reward schemes to these benchmarks is also vital to ensure accountability and to measure the performance of both the strategy and the executive team.”
  2. Companies that fail to formally review and verify a board member’s identity, education, employment history or criminal records, and that they may be introducing significant—but eminently avoidable—risk into their organizations as a result.
    1. 26% of HR professionals surveyed admit that it is possible board-level staff have never had their qualifications and experience verified
    2. 28% of HR respondents say that they have uncovered unspecified issues during the screening of senior-level staff.
    3. 28% of executive-level candidates go through fewer tests and interviews to secure a job than an entry-level hire does.

Executive screening is necessary and recent corporate governance scandals may put executive appointments under greater scrutiny in future.