Last year, I was 30 seconds late for a scheduled board meeting at one of the local organisations. The Chairman greeted me warmly and as I took my seat, he expressed his displeasure about keeping everyone waiting, ‘Director Kanyama, we value your busy schedule though you kept us waiting. The meeting was scheduled to start at 10.00 and looking at my watch, its 10.01. We have lost substantial time.’
I have, however, come to dearly value this chairman for his discipline, focus and attention he gives to detail. He conducts board business with finesse, quality, and efficiency. When considering minutes from previous meetings, it’s like Picasso re-working his painting for that wealthy and demanding client. He re-arranges statements to ensure the minutes truly projects the spirit of the deliberations. At times, some of the other directors wonder if he had been given a different copy of minutes full of mistakes and inaccuracies.
He also ensures he is in the country early enough for board business (since he resides abroad). It is clear by the way he handles meetings that he has had incredible international exposure on governance issues. Since the early ‘90s, he has served on various international boards and appreciates that a board meeting sets the tone about the direction of the organization.
Businesses succeed or fail during board meetings. The board makes significant resolutions that remain binding for the organization for eternity unless reviewed. Mergers and acquisitions take place through board meetings. New assets are acquired or disposed of through that one sentence resolution, ‘It is hereby resolved..’ A business can close shop completely or operations re-arranged through those meetings. Risks with prospects to destroy the business prospects are identified through those deliberations and decisions immediately made to contain them.
The working capital of the organization, being the lifeblood for its existence, is repositioned through the board decisions that allow the business to either acquire new debts, reduce debtor lead time, liquidate stock or even retrench staff. Given the fiduciary role vested in the board, we can only say that board meetings are nothing less than being sacred. It is worrying to note that the latest Auditor General’s report specifies poor decision making by boards of parastatals as one of the key reasons for the weak performance of most of the institutions.
There are elements that make a board meeting scared. First, setting the agenda and its content is something that can either make the entire business of the board successful or fail. In our board evaluations, what comes out are complaints about board meetings failing to focus on strategic issues. The main feedback is that board business focuses a lot on administrative and operational issues. The reason this happens in my opinion is that the board agenda and its content lack the depth to redirect discussion.
The agenda item should seem to have a balance between the reviews of past performance and discussion of forward-looking issues. The temptation to review performance is always high because that is what ‘matters arising’ always seek to do. By the time there is a shift to focus on the strategic issues facing the business, it is five hours, and everyone wants to go home.
It gets worse when those strategic issues are missing in the latter part of the board agenda being board briefing papers and management reports. I have personally observed these briefing papers and management reports also tend to drift into past performance. The management team always wants to report about what it did or not do because that is presumed to be what the board is expecting. The board is equally expecting nothing less than a report about staff performance, court cases the company is facing, strategic alliances that may have been agreed, performance of the business in terms of income for the period and the internal audit reports.
At times, the agenda does not even provide for ample time to debate. It is in the debate issues arise, motions brought forward, voting takes place and resolutions made. A solid board agenda contains the following: Prayer (which happens in most boards in Zambia), Chairman’s comments or remarks; Declaration of Interest; Approval of minutes of last meeting and matters arising; CEO report; financial performance (including risk evaluation/report); Board committee reports’; Formal approval of matters requiring limited discussion; Operational policy issues; Strategic issues and Company secretary’s report (which normally has updates on board calendar).
The other element that makes board meetings sacred are the board briefing papers. I have been in board meetings where the management reports are larger than the national constitution. They look like a collection of all departmental reports: from human resources to public relations. Each department sees the opportunity to market its effectiveness to the board by producing voluminous submissions. One would think managers do not have enough time to sort out issues among themselves. Even the information that would be irrelevant for a Board Committee Meeting finds its way into a board briefing paper. That is why board directors yawn and want to go home soon after the ‘Matters Arising’. A board sitting should not be a punishment for being on the board; it must be enjoyable.
Management reports should be short, timely, concise and of substance. Where board Committees exist, these reports should basically be about the Committee briefings and recommendations for approval. In other words, a management report should be focused on issues of board interest and should be action-oriented to allow for clear board resolutions.
I once attended a board meeting where management had several pages of proposals to the board about the procuring of motor vehicles (and even had an addendum containing various suppliers). I was taken aback because this was purely a management issue. The board had earlier in the year approved the budget that also contained capital expenditure. The vehicles were part of the capex budget. Why should the board again seek to re-approve what it had approved?
The real ritual about board meetings is the nature of decisions it makes. This is the part every board member should pay attention to because the resolutions are binding to everyone under collective responsibility. Board resolutions can be found in the board minutes and deliver a precise record of verdicts made at a board meeting. The board should have a record of this resolution because individuals can be liable for the decisions they make. The resolution permits management of the corporation to take on actions on behalf of the company. It can also give specific advice to the management on specific matters regarding the operation of the business.
In reporting about the sacredness of board resolutions, one writer said the following, ‘Sometimes the impact of a corporate resolution is so great that the company may choose to present the corporate resolution at the Annual General Meeting of the corporation for input by the shareholders before taking a final decision on the resolution of the corporate resolution. This allows the company to answer questions and build support for the corporate resolution before making a final decision.’
At Zambia State Insurance Corporation where I served as one of the members of management, I observed the solemnness by which board resolutions were captured, inserted, and positioned in board minutes. They were in bold letters, Arial font and inserted with some margin of distance between paragraphs above and below them. This was a sure way of ensuring no one missed such bold statements.
It is against this backdrop board meetings are usually a solemn assembly. Nick Rice, a governance professional writes, ‘The whole board is accountable and liable for the board’s actions and decisions. Under certain circumstances, individual directors can also be held personally liable if they aren’t diligent in their duties. Resolutions provide proof that the board is fulfilling its duties in an efficient, responsible manner.’
(Chibamba Kanyama is a Fellow of the Institute of Directors- Zambia and Trainer of Trainers on Corporate Governance.)