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boards

  • King III Committee Focuses on Non-Profit Sector

    The King III Committee has convened a special sub-committee that will conduct research and make recommendations on how the principles and recommendations contained in King III will apply in the South Africa non-profit sector. It is envisaged that the work of the sub-committee will culminate in the issuing of a practice note that will give guidance to non-profit organisations on how sound governance could be achieved.

    The subcommittee will be chaired by a member from the main Committee and representatives from the non-profit sector will serve on it. The IoDSA will act as the secretariat of the sub-committee as it did during the drafting of the King III Report.

    In addition to the non-profit sector, the King Committee plans to further extend the work it did on the King III Report to address the specific governance challenges that are faced by other sectors such as the public sector, medical schemes and pension funds.

    To read the article titled, “King III moves on to non-profit sector,” click here.


    Source: 
    IT-Online
  • South Africa’s King III: A Commercial Governance Code Determining Standards of Conduct for CSOs

    1. Introduction

    The King Code of Governance Principles (the Code) and the King Report on Governance for South Africa were published on 1 September 2009 and became effective on 1 March 2010. Like the first and second reports, this third report is aimed at promoting good corporate governance in South Africa and was compiled by the King Committee under the chairmanship of Professor Mervyn E. King. The King Committee has received both local and international acclaim for its contribution towards corporate governance.

    In its first two reports the King Committee did not make any effort to explain its relevance to civil society organisations (CSOs). The King Committee was noticeably more concerned with the governance of commercial companies. CSOs were left in the dark as to the relevance and applicability of the first two codes.

    King III has now boldly declared that it applies to ‘all entities regardless of the manner and form of incorporation or establishment and whether in the public, private sectors or nonprofit sectors’.3 The principles contained in the report have purportedly been drafted so that ‘every entity can apply them and, in doing so, achieve good governance‘.4 The accuracy of this statement is questionable.

    Although King III is a very important document in the history of corporate governance in South Africa, it must be recognised for what it is: a code suited for commercial entities that may find limited application in CSOs.

    This article briefly explores the potential implications of King III on CSOs.

    2. The development of the King Codes

    In 1992 the King Committee was established with the specific aim of researching and making recommendations into corporate governance in South Africa. The first King report was published in 1994. King I recognised that companies do not act independent from society. For this reason the highest standards of corporate governance were encouraged through enterprise with integrity. This entailed that a wide range of stakeholders’ interests are to be considered as it relates to the fundamental principles of good financial, social, ethical, and environmental practice. The second King Report (King II) was released in 2002. Without deviating from the principles of its predecessor, King II was more focused on introducing the idea of corporate citizenship and the notion of a triple bottom line. The latter involved the exercise of the corporate governance function with due regard to the company‘s actions on people, planet, and profit.

    Some of the recommended practices of the King II report were incorporated into the Companies Act 71 of 2008 and some have become regulatory prescriptions to companies listed on the Johannesburg Stock Exchange. King III now states that ―Good governance is not something that exists separate from the law and it is inappropriate to unhinge governance from the law. 5 The argument is that with time governance practices eventually becomes the standard against which the board is measured. Should a court have to look at an incident in respect of governance, such standard (governance practices) will be used to measure the conduct of directors. The insinuation is clearly being made that components of King III stand a good chance to attain the standard of law. King III further argues that: ― Corporate governance practices, codes and guidelines therefore lift the bar of what are regarded as appropriate standards of conduct. Consequently, any failure to meet a recognised standard of governance, albeit not legislated, may render a board or individual director liable at law.

    There is no doubt that some of the principles contained in King III would eventually become law. This raises the question whether King III lays a proper foundation that could inspire legislation that will govern CSOs.

    3. Is King III an appropriate standard for civil society governance?

    King III is not legislation. The fact that King III suggests that organisations should ‘apply or explain’ why they are not applying it, creates the illusion that it has the same authority as legislation. Given this insistence that King III applies to all entities, some funders may view it as the standard of governance for all CSOs in South Africa. King III, whether appropriate or inappropriate for CSOs, can in effect play the role of a gatekeeper for donor support.

    King III is heavily skewed, in language and meaning, towards the commercial sector. This is highlighted by the fact that the report speaks overwhelmingly to business and commercial enterprises and assumes that trading activities are the sole means of sustaining all entities. King III is seemingly unmindful of the fact that a large number of CSOs in South Africa do not generate their own income through trading activities. It can only be deduced that this assumption is a consequence of a neglected consideration of the nonprofit sector.

    King III is heavily associated with the Companies Act. Throughout the Report consistent reference is only made to the Companies Act of 2008 as the Act regulating the establishment of entities in South Africa. Now, one can only deduce that the intention was to speak to the governance of companies that have been and will be registered in terms of the companies’ legislation.

    Given these factors alone there is reason to be concerned with the impact that King III may have on the enabling environment of CSOs — in particular on community-based organisations, as the Cinderellas to our sector.

    It is claimed that King III was necessary in light of the new Companies Act 71 of 2008 and changes in international governance trends. This poses two very important considerations. First, not all CSOs are established in terms of the Companies Act and King III is seemingly not cognisant of the tens of thousands of voluntary associations that operate in terms of common law in South Africa. Second, an increased expectation of a high level of sophistication has now been imposed by King III on smaller community-based organisations. This seemingly academic approach has placed less emphasis on the local context.

    The more sophisticated NGOs would be better placed to keep in step with the latest tunes. That however is not the reality for the majority of community-based organisations, which comprise the overwhelming component of CSOs in South Africa.

    The Nonprofit Organisations Act, No. 71 of 1997 (the NPO Act) is one of the key pieces of legislation for the non-profit sector in South Africa. It provides for the establishment of a Nonprofit Directorate which has, amongst others, the function “To ensure that the standard of governance within nonprofit organisations is maintained and improved.”7 It is clear that the King III report was compiled without involvement from the NPO Directorate. This is an important factor, as the NPO Act is in particular aimed at ― creating an environment in which nonprofit organisations can flourish.8

    4. The implications of King III for civil society governance

    It is not difficult to see how some CSOs would snugly embrace King III and would most probably gain competitive advantage in implementing it. The authors of King III claim that it has been prepared so that ‘every entity can apply them and, in doing so, achieve good governance‘. This is hardly evident from the Report. A number of principles contained in King III cannot realistically be applied to all legal entities. The following are such examples:

    a. Audit Committees: Principle 3.1 of King III recommends that the board should voluntarily appoint an effective and independent audit committee consisting of at least three members. It further suggests that ‘there should be a basic level of qualification and experience for audit committee membership’.9 This audit committee should collectively have an understanding of a wide range of issues, namely: integrated reporting, internal financial controls, external audit process, corporate law, risk management, sustainability issues, information technology governance, and governance processes within the company.10 This expectation is out of sync with the reality of most community-based organisations in South Africa. In addition, the preparation of audit reports is not a legislative requirement for all companies in terms of the Companies Act of 2008.11

    b. Internal Audit: Principle 7.1 of King III provides that the board should ensure that there is an effective risk-based internal audit. The Report further suggests that the internal audit function ‘should adhere to the Institute of Internal Auditors’ Standards for the Professional Practice of Internal Auditing and Code of Ethics at a minimum’.12 The implication is that all CSOs should introduce the standards of a professional practice as a minimum requirement into its internal audit function.

    c. Remuneration: Principle 2.25 of the Code states that ‘Companies should remunerate directors and executives fairly and responsibly‘.13 The Report further states that ―The Board should promote a culture that supports enterprise and innovation with appropriate short-term and long-term performance-related rewards that are fair and achievable.14 King III has not taken into account that nonprofit boards are, due to the nature of nonprofit organisations, predominantly volunteers and are not getting paid for serving. The payment of nonprofit board members may have detrimental consequences for the nonprofit sector.

    Community-based organisations, in particular, may find the implementation difficult for the following reasons:
    • A lack of financial resources
    • The availability of proficient board members to ensure compliance with King III.
    • The additional financial burden or potential mission drift that may result from having to now also consider matters pertaining to business that do not form part of their main objective
    • Many of the recommended practices ignore the fact that CSOs derive income through soliciting funding from a donor. Whether cash-strapped CSOs would be able to mobilise additional resources to implement King III remains to be seen.
    5. Some issues not covered by King III

    King III has introduced a code on governance that largely considers governance practices from a market-based perspective. It has not taken into account that the nonprofit sector does not operate primarily on the premise of supply and demand. The Code accordingly lacks principles on key areas that are central to civil society governance.

    King III has not mentioned the issue of resource mobilisation, being a key responsibility of nonprofit boards. It is premised on the assumption that business is a means of sustaining all entities. King III does not take into account that a large part of CSOs have come into existence due to market failure. Accordingly, a number of organisations caring for the poor and needy (who are unable to pay for services) have to rely on donations and fundraising.

    King III provides no guidance on how CSO boards should go about recruiting new board members. Recruiting new board members to volunteer their time serving on a CSO board is very different from offering someone a salary to become a director of a commercial company. Nonprofit directors carry similar responsibilities as for-profit directors, but are ordinarily not remunerated. The motivation to serve on the board of a nonprofit is therefore different compared to a for-profit. The commercial director is motivated primarily by financial gain whilst the CSO director will not ordinarily receive financial payment. The recruitment of directors to serve on nonprofit boards is therefore a central component of nonprofit governance – an aspect that King III has simply ignored.

    King III does not take into account that different models of CSO governance have evolved over time. King III has, however, impliedly given recognition to the existence of different commercial models. King III does not offer guidance on some of the governance challenges faced with different CSO governance models. In one CSO model, for example—the constituent model—board members are appointed with the mandate of representing a particular constituency on the board. This governance model is widespread in the South African CSO sector and is also being promoted by the South African government. One of the shortfalls of this governance model is that it is not aimed at ensuring individuals with diverse governance skills are represented on the board. King III is unmindful of these unique challenges and offers no guidance on them.

    6. Conclusion

    Developments in the marketplace continue to have impacts on the development of legislation affecting the nonprofit sectors across the world. Legislatures often do not take into account the implications of such legislation on nonprofit organisations. The confusion following the applicability of the Sarbanes-Oxley Act to nonprofit organisations in the United States, shortly after its introduction, is an example of this.

    CSO accountability should be promoted through laws and codes. The intention of this article is not to argue for lesser standards of governance and accountability of CSOs, but for suitable standards. Governance standards should not be introduced on the assumption that marketplace standards are suitable for CSOs. This form of legislative development is detrimental to the unique character of CSOs and will corrode the values underlying the nonprofit sector.

    At least two prominent institutions have blamed weak corporate governance arrangements for the current global financial crisis. The Organisation for Economic Cooperation and Development concluded that: ―...the financial crisis can be to an important extent attributed to failures and weaknesses in corporate governance arrangements. When they were put to the test, corporate governance routines did not serve their purpose to safeguard against excessive risk taking in a number of financial service companies. 5 In a similar vein, the United Nations found that: ―...it is equally urgent to recognize the root causes for the [global economic] crisis and to embark on a profound reform of the global economic governance system.‖16 It is likely that the global financial crisis will result in further legislative and governance reforms. King III illustrates how commercial entities and CSOs can easily be thrown together and measured with one measuring tape. This is clearly inappropriate in the South African context and the consequences of it remain to be seen. A governance code aimed at promoting good governance will overburden and may potentially stifle the growth of CSOs.

    1 Peter S.A. Hendricks was admitted as an attorney in 1999 in the Cape High Court of South Africa. He has numerous skills and wide experience in nonprofit law and governance. His law firm PSA Hendricks & Associates has a focus on service and support to nonprofit and commercial entities with a social mission.

    2 Ricardo G. Wyngaard has provided legal advice, training, and assistance to the nonprofit sector since 2000. He has participated in a number of legislative reform and research initiatives on nonprofit legislation and is currently running a solo law practice focusing on nonprofit law and governance (www.nonprofitlawyer.co.za).

    3 The King Committee, (2009) King Report on Governance for South Africa, Institute of Directors, p. 17

    4 Ibid.

    5 Ibid, p.7

    6 Ibid, p. 8

    7 Section 5b(ii) of Nonprofit Organisations Act, No. 71 of 1997

    8 Section 2 (a) of the Nonprofit Organisation Act, No. 71 of 1997

    9 The King Committee, (2009) King Report on Governance for South Africa, Institute of Directors, p. 57

    10 Ibid.

    11 The draft regulations of the Companies Act of 2008 are more in line with a threshold approached adopted by the California's Nonprofit Integrity Act of 2004 which requires charities with gross revenue of $2 million or more to appoint an audit committee, which amount excludes grants received from government.

    12 The King Committee, (2009) King Report on Governance for South Africa, Institute of Directors, p. 93

    13 Ibid, p. 48

    14 Ibid

    15 The Corporate Governance Lessons from the Financial Crisis, Organisation for Economic Co-operation and Development, 2009

    16 The Global Economic Crisis: Systemic Failures and Multilateral Remedies, United Nation

    -    This article first appeared in the International Journal of Not-For-Profit Law, volume 12, Number 2 February 2010. It is republished here with the permission of the authors; Peter S.A. Hendricks, PSA Hendricks & Associates and Ricardo G. Wyngaard, Ricardo Wyngaard Attorneys .
    Author(s): 
    Peter S.A. Hendricks
    Author(s): 
    Ricardo G. Wyngaard
  • NPOs and King III: How to Apply?

    The release of the King III Report on Corporate Governance on September 1 last year and its imminent application has rekindled and invigorated the national discourse on corporate governance and social responsibility. Although this is a positive step, there is a need to orientate the debate towards the responsibilities of the Non-profit Organisation (NPO) sector in a more meaningful way than has been hitherto by King III.

    The problem with King III in its present form is that in failing to mention specifically the role of governance in the NPO sector, it inadvertently views NPO activities within the same prism as that of the corporate sector. This is a mistake given the vast inherent differences between the two sectors.

    Indeed, it represents a misunderstanding of both the role of civil society organisations, as well as their footprint on the Southern African and global landscapes.

    Perhaps the most obvious difference between the two sectors is that the corporate sector exists to achieve the maximum amount of profit possible, whereas the NPO sector, by definition has to channel any resources it generates towards the benefit of the organisation and the work that it does.

    But there are other differences too. Directors of an NPO freely and voluntary give of their time to fulfil an altruistic purpose; in the corporate sector, directors do not freely give of their time, and expect the highest possible remuneration for their investment. As well illustrated by exposes the world over – South Africa being no exception – such remuneration is sometimes astronomical in its largesse.

    The corporate sector could also generally be described as a more homogenous industry than the NPO sector. The latter ranges from small and informal community-based organisations (CBOs), to church and faith-based organisations, to so-called Big International Non-Governmental Organisations (BINGOs), which operate on a multinational level, utilising large budgets and exercising considerable control over policy formation and state action. In addition, the majority of NPOs are trusts and voluntary associations. The claim by King III that it covers all entities regardless of founding constitutions is spurious. Trusts and voluntary associations have their own body of law including aspects of common law as well as guidance from international principle and practice, especially taking into account the degree of funding of South African NPOs that comes from abroad.

    A key issue in the non-profit sector is the general principle of participative decision-making. The sector is accountable to various constituencies including the general public (as NPOs are established for public benefit), to donors, to their beneficiaries and partners and in the case of voluntary associations – to their members. Hence, the sector would expect to be consulted before codes and measurement tools relating to its governance were established. The Institute of Directors represents its members whose profile does not resemble most organisations in the non-profit sector. It has a clear mandate to undertake its task for the for-profit sector, but has no mandate from the non-profit sector and nor has it been accountable to that sector.

    Is there a need then to have an NPO governance framework? We at Inyathelo – the South African Institute for Advancement, a non-profit organisation aimed at building South African civil society, and many others with whom we work and have close associations, think that there is.

    This is particularly pertinent considering the work NPOs do. Very often, this involves the provision of public services – the building of schools, for instance, or providing emergency access to medicine in natural disasters. Governance of the organisation and its funding are critical to donor and beneficiary confidence besides the necessary oversight of organisations by their boards on behalf of the public (as they are public benefit organisations).

    There is therefore a need for the South African non-profit sector to explore the development of a Good Governance Code or Charter that speaks to, among others, the specific governance and risk management needs of NPOs. Such a Code needs to be aware of the multi-layered and multi-textured nature of NPOs. Different standards need to be set for CBOs with limited resources, to BINGOs which are effectively able to wield the same positive power that a group of governments could collectively maintain.

    Besides the clear principles of good governance such as oversight of the organisation’s direction and affairs; fiduciary responsibility which recognises the duty to act for the good of others and ensuring the responsible and ethical management of an NPO, such a Code could gauge questions of local inclusivity and consultation in the design and implementation of NPO programmes and recommend access to information for those affected by the programmes.

    This Code needs to be separate from a corporate governance framework that has, as its driving force, the interests of the commercial sector.

    As we at Inyathelo have previously noted, procedures such as ‘integrated reports,’ ‘audit committees’, ‘corporate citizenship policies’ and ‘business rescue proceedings’ will not find place with small CBOs, which have neither the resources nor the technical know-how to discern which of the principles in King III apply to them.

    It is futile indeed for NPOs to shape themselves solely into the governance mould required for the corporate sector. This is so because essentially NPOs have long since bypassed that mould.
    For NPOs, social responsibility is not a question of ‘apply or explain,’ as it is for the corporate sector under King III. Rather, the application of altruistic values and the provision of social capital are inherently present.

    The question is then how are NPOs applying these values, and it is this complex algorithm which needs to be solved through thorough input from the NPO sector and not the top-down approach that King III, with all its corporate and government muscle seeks to impose.

    - Shelagh Gastrow is Executive Director at Inyathelo: The South African Institute for Advancement
    Author(s): 
    Shelagh Gastrow
  • King 3 fails to recognise governance in NPO sector

    The release of the King 3 report on corporate governance in 2009 and its imminent application have invigorated debate on corporate governance and social responsibility. Although this is a positive step, there is a need to orientate the debate towards the responsibilities of the nonprofit sector in a more meaningful way.

    According to Shelagh Gastrow, Executive Director of Inyathelo - The South African Institute for Advancement, the problem with King 3 in its present form is that it fails to mention specifically the role of governance in the nonprofit sector. As a result, it inadvertently sees nonprofit organisations’ activities within the same prism as those of the corporate sector. This is a mistake given the vast inherent differences between the two sectors and represents a misunderstanding of the significant role of civil society organisations in South Africa.

    To read the article, "King 3 is not a good fit for the nonprofit sector", click here.
    Source: 
    Business Day
  • Nominations For the New Permanent SABC Board

    Save our SABC Campaign: Reclaiming our Public Broadcaster

    Nominations for the new permanent SABC Board


    The “Save our SABC” Campaign believes it is critical that the general public feels ownership of the SABC. It is our SABC. One of the most important ways for us to feel this ownership and for the general public to get actively involved is to put forward names for the Board.

    The invitation for nominations was released recently and a deadline was set for the end of this month - 31 July 2009. Further, a number of notices were placed in the supplementary sections of the Mail&Guardian, Star, Sunday Times and Rapport newspapers.

    The Coalition was concerned for two reasons. Firstly, we thought that the nomination period was extremely tight and secondly we felt that the Portfolio Committee needed to play a more proactive role in spreading the word about the nomination process. We are very heartened to see that the Portfolio Committee has agreed to extend the deadline to 14 August 2009.

    We still feel a few further provisions need to be put in place:
    • That Parliament set aside a budget to ensure that notices are carried in the main body sections of all key national and provincial newspapers – and particularly in newspapers read by ordinary South Africans such as the Daily Sun.
    • That public service announcements are carried on all free-to-air channels including all SABC channels and e.TV.
    • That public service announcements are carried on all community radio stations and also in community publications.
    • That Government Communication Information System (GCIS) and statutory bodies such as the Media Development and Diversity Agency (MDDA) are creatively utilised to ensure that nomination notices are further disseminated.
    As civil society organisations we also promise, from our side, that we will use our own networks to ensure maximum dissemination of this important information.

    Also, further to this public nomination process, we believe there needs to be maximum transparency to ensure maximum public confidence in the nomination and selection process. We have the following suggestions:
    • That the names of nominators and nominees are made public through the Parliamentary website and other accessible websites.
    • That all CVs of short-listed nominees are housed on the Parliamentary website and other accessible websites for public scrutiny.
    • That all interviews are televised and put on free-to-air radio and television channels at times when the majority of people are watching.
    • Finally, that MPs give reasons for their choices as regards their final shortlist.
    We the undersigned support these objectives.

    SOS Campaign Coordinator,
    Kate Skinner
    kate.skinner@mweb.co.za
    Date published: 
    22/07/2009
    Organisation: 
    SOS Campaign
    Issued by: 
  • Legal Obligations of NPOs As Employers

    ‘Legal Obligations of NPOs As Employers’ is aimed at providing assistance to governing board members of non-profit organisations (NPOs), that have employed people, to comply with the legal obligations imposed on them in terms of labour legislation. The booklet is not aimed to be technical reference guide or a comprehensive resource facility, but only to alert such board members of their obligations in terms of the labour legislation.

    For more information, click here.

  • Non-Profit Governing Board Workshop

    If you are a serving board member, the CEO of a non-profit or someone contemplating serving on a governing board of a Non-Profit Organisation, Inyathelo: The SAIA would like to invite you to attend this workshop on Non-Profit Governance.

    Non-Profit Governance is critical to the success and effectiveness of Non-Profit Organisations. The value that the Governing Board brings is often overlooked. Board members nevertheless hold the potential to strategically enhance organisational success. Despite their importance very little effort and resources are devoted to the development of these key role-players. This workshop is aimed at building the capacity of board members and those in organisations who often deal with board members. Topics to be covered will include:
    • Basic Responsibilities of the board
    • The Board and the CEO
    • Recruitment & Orientation
    • Risk Assessment
    • Board Evaluation
    Cost: R 1900.00 + R 266.00 (VAT) = R 2 166.00
    Deadline for Registration: Friday 27th March 2009

    Please download the registration form from the website (www.inyathelo.co.za), complete and return by email to mandla@inyathelo.co.za or fax to 021 465 6953. For further information please contact Mandla Hermanus or James Senokwanyane at 021- 465 6981/2.

    "energising civil society by inspiring a passion for philanthropy"
    Event type: 
    Workshop
    Event venue: 
    Inyathelo: The South African Institute for Advancement, 2nd Floor, Fairweather House, 176 Sir Lowry Road, Woodstock, Cape Town
    Event start date: 
    01/04/2009
    Event end date: 
    03/04/2009
  • "Analysis in the Wild": Critical Thinking Workshop

    Board members, Company CEOs, Managers of Non-Profit Organisations’ key decision makers within the NPO sector and Institutions of Higher Learning are cordially invited to attend our highly commended:

    "Analysis-in-the Wild": Critical Thinking Workshop

    Analysis lies at the heart of leadership, management and effectiveness. The ability to analyse yourself, your organisation and the context in which you operate is central to the work of decision makers, managers and strategists. However, little time is spent on developing this fundamental and core competency.

    This workshop provides participants with innovative and practical techniques in order to improve their critical thinking and analytical skills. It pays particular attention to the direct sense-making of real world environments rather than theories of analysis. Participants will therefore learn how to make sense of the real world: hence Analysis-in-the Wild. Our learning methodology is based on action-learning, peer-to-peer learning, case studies and competency based methods. Delegates will therefore attain certain levels of mastery during the course.

    Modules
    • Neurological advances in understanding thinking, analysis and blind spots
    • What sailing, supermarkets and robotics teach us about cognition: New insights into cognition and how to enhance our cognitive capabilities
    • Overcoming bias in analysis: the psychology of thinking
    • Conceptual, Factual and Normative Reasoning
    • Avoiding surprise: Conceptual thinking and Concept Mapping
    • New ways of noticing the future: Peripheral Perception Methods
    • What Tracking, Art and Music Appreciation teaches us about science and analysis
    • Learning, Emotional Intelligence and basic analytical methods
    • Cybernetics and Complexity: new tools for analysis and making knowledge
    Cost: R2750.00 + R385.00 (Vat) = R3135.00

    Deadline for Registration: 04 February 2009

    Please download the registration form from the website (www.inyathelo.co.za), complete and return by email to mandla@inyathelo.co.za or fax to 021 465 6953. For further information please contact Mandla Hermanus or James Senokwanyane at 021- 465 6981/2.

    Event type: 
    Workshop
    Event venue: 
    The Rosebank Hotel, c/o Tyrwhitt & Sturdee Avenues, Rosebank, Gauteng
    Event start date: 
    11/02/2009
    Event end date: 
    13/02/2009
  • NGO management graph


  • Getting Your Board on Board

    Developing your board, or effective governance as it is commonly known, is a challenge for many NPO’s in the African context. Wherever I go, it is more the exception than the rule to find a well governed organisation. There are many reasons why we grapple with board development. One reason I believe is because we do not have a tradition of effective governance in the African context born out of our concrete realities on the ground.

    Whereas our counterparts in the North deal with an ageing population with an abundance of skills lying around to be recruited onto boards, in the South we have the exact opposite. This phenomenon is exacerbated by an army of unemployed people using their involvement in organisations as a means of job creation. However, it is the task of leadership to overcome these constraints. We have to learn to develop effective boards despite these realities.

    Common board challenges:
    Whenever I meet directors, I usually hear the following complaints about board members:
    1. They do not attend meetings regularly
    2.  They want to run the organisation
    3. They want to prescribe to staff how to do their work without them having the requisite experience
    4. They do not support the director when needed
    5. They meet with staff without the knowledge of the director
    6. Some stay on the board for too long without any intention to move on
    7. Board members develop friendships that compromise their objectivity
    8. They do not read reports and almost never provide feedback to the director
    9. They do not assist the director with resource mobilisation
    10. They do not take a keen interest in the work of the organisation
    11. Some board members want to control the finances of the organisation
    12. Board members use their involvement as a stepping stone into politics or to promote their churches

    Why do we need boards? 
    There are many obvious reasons why non-profit organisations need boards. I do not wish to dwell on them here. You know most of them anyway. The most obvious of course is that it holds the management accountable for the resources (financial and material) entrusted to it by the private and public institutions. What you ask for in a funding proposal and what you promise to deliver must be consistent. Your board ensures this.

    But there is another big reason why you need a board. It is to hold you accountable to your public image (your vision, mission, objectives, core values) and what you practice in reality ie your true identity. Put differently, what are you doing when no one is watching? From time to time many organisations are put to this test. And many fail miserably. It is a test that comes in many forms. Some members being dishonest, others committing fraud, donor agendas being embraced for expediency to ensure the next funding contract, etc. The real job of an effective board is to protect the organisation against these malpractices.

     

    Three levels of board involvement
    To recruit the right board members is not easy in our context. To overcome this constraint I have learnt over the years to approach this challenge by distinguishing three levels of board involvement. Remember, you are first trying to recruit a skill and then to put a face to it. The person only represents the skill/s you are looking for to add relevant value to your vision and mission and generally to relationships in the organisation. Many times we tend to give up on a potential person because s/he is not available for whatever reason such as time, other commitments, etc.

    Level 1: active involvement
    This is the ideal level at which we would like board members to be involved. This means attending meetings, signing up for sub-committees, visiting the organisation regularly, reading relevant documents, etc. It is always a challenge to get people to commit to this level of involvement.

    Level 2: strategic involvement
    This level helps you to overcome the first. Remember, you are trying to recruit a skill/s, so when someone is not available at the first level, get them to become a strategic adviser. That means that you do not expect the person to attend all your meetings and commit to all the responsibilities of being an active board member. Rather you can get the person to commit to add value to your organisation by signing up as a strategic adviser. Get the person to commit in writing that s/he will play this role. This shows donors not only what you have in terms of skills, expertise and capacities, but also what you have access to. Whenever you need advice or voluntary services in terms of the expertise of the strategic adviser, you will have access to it.

    As an organisational development consultant I am inundated with requests from client organisations and others who would like me to join their boards. I usually decline. But I always offer to act as a strategic adviser. That means I can still help to add value in a way that suits me whether it is offering a free workshop or spending time with a director discussing a particular concern or making referrals when possible.

    Level 3: Involvement by association (patron)
    At this level you recruit someone with a high level of integrity, who is well-known in the community and has credible influence. The idea is to link your organisation to the ideas and ethos that this individual espouses. You add value to your organisation by association. Finding such a person is difficult and can sometimes be dangerous because you cannot control this person. It is a level fraught with risk. The benefit however is that this person can open doors for the organisation and advocate its vision and mission. This is how it could work:

     

    Recruiting the right board members
    Many of the problems that surface when a board starts to collapse can be located at the recruitment stage. Those recruited are not always the most suitable candidates for board involvement. My experience with boards has been that people are recruited because:

    • They had nothing to do in any case
    • They were friends with someone on the board
    • They helped the organisation to fill up the numbers to ensure credibility with external donors
    • False promises were made that the member was not going to be so involved
    • Comradely considerations
    • It was a stepping stone for full-time employment or future job contracts

    Some rules on board recruitment:

    • You are recruiting a skill and not just a face
    • A clear recruitment strategy should be in place
    • Cultivating new board members is a continuous process (just like external donors) and not only when existing members plan to resign or when their terms of office expire
    • Set up a sub-committee to coordinate the recruitment process
    • Put in place objective criteria and processes to appoint new board members
    • Make sure new board members are properly inducted into the organisation and that they understand their role in relation to management to avoid role confusion
    • Everybody should be encouraged to cultivate and recommend new board members but only the board approve appointments. Staff members cannot make appointments otherwise it is like a team choosing its own referee!

    How to keep your board on board
    Your board members should be treated like external donors. They may not provide much financial support but they make it possible for you to access the financial support that you need to run the organisation. If you treat your board like a rubber stamp then you will lose them as soon as they have been recruited. In this case you are using and abusing them and they will definitely not stay on board.

    I have already discussed some ideas of building relationships with your board members, but here are some more:

    1. Treat them with respect
    2. Be open and honest
    3. Show them that you care about them as people first and secondly as board members
    4. Provide them with practical tasks eg speak at graduations, receiving donors, etc.
    5. Keep them informed
    6. Submit regular short reports. An informed board member is an involved member!
    7. Do not waste their time with unnecessary and useless meetings
    8. Do not let board members do your work for you. You are paid to do it yourself!
    9. Take an interest in the family of board members
    10. If you can afford it, pay board members a sit-in fee or transport allowances when attending meetings or special events
    11. Make sure board members have something to eat after or before meetings.
    12. Allow members to facilitate workshops in relation to the skills they have
    13. Stay in regular contact with your board via e-mail, telephone, fax, sms, etc.
    14. Issue certificates to board members to express gratitude for their sacrifices and involvement
    15. Build relationships for the long term and not just while board members are in the organisation
    16. Send thank you cards (or sms, faxes or e-mails) to thank board members for attending meetings or events
    17. Negotiate and clarify terms of office constantly to avoid members feeling “bad” when they have to leave
    18. Thank your board members whenever you get the opportunity e.g. your annual reports, brochures, reports, public forums, etc.
    19. Allow board members to attend workshops when the opportunity arises. Build their capacity as well
    20. Do not forget the annual event where board members and their families can join you and the staff to celebrate your successes

    Some ideas of where and how to find the right board members

    • Remember, board cultivation (like external donor cultivation) is a continuous process and not simply when you experience a crisis of board membership
    • Ask fellow directors for names of potential board members
    • Check annual reports of other organisations in your sector for names of board members. Sometimes board members resign from one organisation and do not mind to get involved in another to share their experiences.
    • Check out potential board members when you attend network forums
    • Advertise in local, regional or national newspapers. This is risky but it is how you manage the process of selection that is important. By advertising (not a widely used practice) you throw the net wide. Be specific in the advertisement about your needs and requirements to limit chance takers or people trying to use your organisation to pursue personal agendas.
    • If you operate on a local community basis, use posters to advertise for board members at strategic places in your community.
    • Use your brochures, personal letters, e-mail, pamphlets and your website (if you have one) to share your need for appropriate board members with the relevant skills.

    The process of recruitment and selection
    This is normally a stage that most organisations skip. They simply do not spend enough time during the recruitment process. This can lead to frustrations for potential board members at a later stage of their involvement. Remember, the recruitment process of a board member is almost exactly the same as when you recruit a staff member. This is how it works:

    1.  The candidate must submit a CV
    2. Develop a short list of promising candidates
    3. Set interview dates with those on the short list
    4. Interview short listed candidates and decide on the final candidates
    5. Send letters of appointments and relevant documentation
    6. Prepare for the first board meeting and prepare the induction process
    7. Indicate what the board member’s responsibilities will be (ie how many meetings he/she must attend, any subcommittee involvement, which documents to study, etc.)
    8. Indicate a clear term of office (ie how long the board member will be involve in your organisation)

    I have found in my experience that the last point is rarely clarified with the result that many board members become dead wood. This causes problems since they will be the ones holding the organisation back in a time when drastic change is called for. They are usually nostalgic about the ‘good old days’. 

    The induction process
    This process is not taken very seriously in most organisations. And it comes back to you with a vengeance! Learn to take time to induct new board members. Here are some guidelines to help you with an induction process normally led by the director and board chairperson. This is important so that any question that comes up during the process can be addressed immediately.

    The board member must receive:

    1. Clear tasks and an indication of what is expected from him/ her during his term of office on the board
    2. All relevant strategic planning reports, financial reports and the latest audit report
    3. A list of names of fellow board members, staff and volunteers
    4. Staff contracts
    5. Funding agreements
    6. Rental or lease agreements entered into by the organisation

    The member must be allowed time to meet with staff members and volunteers to find out who is doing what in the organisation. I sometimes find board members who do not even know all the staff members working within a particular organisation. Yet they are required to make decisions about those staff members that can affect their future!

    The board must support its director
    When a director is newly appointed, he/she may need a lot of support from the board. Needless to say, support should be ongoing. This support should come primarily from the board chairperson. It takes time for a new director to find their feet and the support provided by the board allows the person to settle down. As a newly appointed director, you may have to deal with staff that may not have agreed with your appointment and will try to sabotage you. This is where the board steps in to deal with people who try to make your life difficult. In my experience, this is how a board and in particular the chairperson, can support you to become more effective:

    1. Make special time to meet with you eg a breakfast or lunch time meeting to discuss issues that cannot be addressed at a board meeting
    2. Be available at all times when needed (obviously not in the early hours of the morning!)
    3. Attend all board meetings and read all relevant documents before such meetings
    4. Spend time with you to plan those meetings to make it more effective and efficient
    5. Stand in for you (especially public events) when you are too busy
    6. Visit the office regularly for informal conversations
    7. Do not meet with staff and volunteers unless it is confirmed with you beforehand
    8. When difficult decisions have to be communicated to staff and volunteers, accompany you to staff meetings to explain certain decisions
    9. Spend quality time to evaluate you and give you constructive feedback
    10. Remove any obstacle that can impede you in the execution of your work

    Please note:

    A director who feels insecure and incompetent in his job will always try to play board members off against each other or even play staff off against the board. This is a tactic aimed at protecting him/herself and not advancing the interests of the organisation. Board members must be careful not to fall into this trap. This can also happen where a director or staff members are seeking special favours from board members and will go out of their way to undermine the director. This is dangerous. Board members must refuse to become tools in pursuance of petty agendas. This is not good for the health of an organisation. Secret meetings and conniving only create suspicion and mistrust that will cause everybody to suffer in the end, including the beneficiaries and the connivers themselves.

    In my experience, many board members feel honoured to serve on boards. They will usually be approached by a director to serve on a board. What many do not understand is that as soon as they start serving on a board, they are entrusted with a power that can make or break an organisation. The director is distributing power to the board, even the power to fire him if he is incompetent, lazy and not performing according to expectation. However, in my experience, when problems related to director performance surface, you may find that board members will rather resign instead of getting rid of the director. This is especially true where board members are fairly new and afraid that they may be held accountable by public institutions or auditors for corruption committed in their name. When this happens, you can be sure that the organisation will be dealt a death blow.

    Author(s): 
    Frank Julie
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