1. IMPLEMENTING MWONGOZO: BOARD DYNAMICS AND CULTURE
By:
Prof. Dr. Halimu Shauri
Consultant Sociologist

2. BOARD DYNAMICS AND CULTURE
Who has primary responsibility to make board decisions?
If a director disagrees with the group decision, what should they do?
If the chair has an opinion about an agenda item, what should he/she do?
If chair has made his/her mind, what should the directors do?
Chair or Directors and why?
Chair withholds opinion until all others have spoken
Pick one of their own to lead the discussion

3. Board culture should ensure:
Separation of the people from the problem
Focus on interests not positions
Generate options
Use objective criteria to decide (CBA, SWOT, PESTEL etc)
These are best strategies for promoting wise decision making
What is critical is the problem under discussion, always
The interest should always be that of the organization, avoid conflict of interest
In problem solving there are many options but each of them should be subjected to a decision analysis (CBA, SWOT, PESTEL etc)
Wise decision making is one of the key leadership roles of the board

4. DIRECTORS AND THE LAW What is the nexus between the board and the law?
Why directors and the Law?
Which law?
What is the nexus between corporate governance and the law?
Boards are responsible for an organizational vision, control and must be held to account
Law is statutory ie corporations/company’s Act etc
CG is greater/diverse than law
One (CG) precedes the other (Law)
For compliance and that they must account for the decisions and actions of the organization –Organizations think, behave and take action, all of which the board must steer and be ready to account
Corporations/Company Acts, Code of conduct and ethics, constitution 2010 Articles 10, 73 and 232

5. Awareness to all the relevant laws affecting the organization
Board members are liable for their acts and omissions due to:
Negligence
Default
Breach of duty
Breach of trust
Boards are Lucky, but why?
Code of conduct and ethics, conflict of interest and whistle blowing policies
Policy development
Mwongozo approach: Comply or explain
Ethics and Integrity: Ethical leadership (Board) and Management by management
Establish core values of the organization and ensure adherence
Ensure corporate reputation and image through strategy
Why lucky? Assisted by a competent and experienced corporation secretary, compositional mix/diversity of skills and expertise, corporate governance training, Mwongozo etc

6. Compliance with laws, regulations and standards (SOPs)
Company Act
Leadership and Integrity Act 2012
Public Officers Ethics Act 2003
Constitution 2010 (Article 10, 73 and 232) etc
Ethical standards: Before: The business of business was to do business and make profits; Current: The business of business is make profits by doing ethical business

7. What it is? Why it is done? When is it done? For whom? How is it done?
SUCCESSION PLANNING
What it is?
Why it is done?
When is it done?
For whom?
How is it done?

8. Staggering of the tenure of board members by appointing authority
Mentoring of members
Role modelling
Apprenticeship
Continuous skill and competency enhancement
Deliberate succession planning and programming- leadership and governance
Deliberate succession plan for board and management

9. BOARD INDEPENDENCE What is independence? Why independence of a board?
What about your board?
Are your board members independent?
How do you maintain independence?

10. Separation of roles: Board to be separated from that of management
Directors should:
Ensure independence in discharging their duties
Disclosures of conflict of interests
Freedom to seek independence advise on matters of the board within the legal framework
Not to have served in the organization for the last five years for SCs
Members owe allegiance not to the nominating authority but to the organization
Separation of roles: Board to be separated from that of management
Chairperson and CEO offices should be occupied by different persons
That of CEO and corporation secretary should also be held by different persons

11. EMERGING ISSUES What are the emerging issues in corporate governance?
Why raising concern on emerging issues in corporate governance?
How is your organization coping or adapting to these issues?
What recommendations do you give to ameliorate the situation?
Emerging issues because of dynamism of organizations, management, boards and even the environment

12. CONFLICT MANAGEMENT What is conflict?
What types of conflicts does the organization face?
What is conflict management?
How do we manage conflicts?

13. Conflict management register
Declaration of real or perceived conflicts of interests
Excuse yourself in decisions, actions or discussions with conflict of interest
Restrain from influencing any decision, action or discussion with conflict of interest and enploy:
Policy on conflict management
Strong CSR policy and activities (What % as an emerging issue?)
Whistle blowing policy
Safeguard rights of shareholders/public
Effective, efficient and expeditious dispute resolution mechanisms (shareholders/ employees/board members)
Involve stakeholders in decisions affecting them
Policy to manage stakeholders relationships
Alternative Dispute Resolution (ADR)

14. GIFT MANAGEMENT Gifts and culture (African and organizational)
Gifts and Directors: Are directors accepted to accept gifts? To what extent/value?
How do we curb gift abuse?
Gift policy

15. KNOWLEDGE MANAGEMENT AND ICT
Research based decision making and actions
How does your board generate and manage knowledge?
Why knowledge management?
How is ICT important for knowledge management?
How useful is ICT to the Board?
How can the Board manage ICT related risks?
what would ICT Risk management entail?

16. Key issues in ICT and knowledge management include:
Generation of knowledge and availability/accessibility of ICT
Enhancement of capacity for members to use ICT in the organization and the board
Employing ICT and Knowledge into Governance issues
What are the emerging issues in knowledge management and ICT?
Management of ICT