A basic principle of corporate governance (CG) relates to the Board of Directors of the company, wherein the company shall be headed by an effective, collegial and informative Board of Directors. Herein, you need to ask yourself, where do we stand in this?
To achieve the goal, all members of the Board of Directors should understand the role and responsibilities of the Board as stipulated in the law “Company Law”, the relevant Articles & Memorandum of Association of the company, the corporate culture and the corporate governance code.
This stand, in particular, highlights that the role of the Board of Directors is different from the role of the shareholders of the company (whose interests the Board serves) and, also, the role of the executives \ officers working in the company. In particular, members of the Board of Directors should fully understand the Boards fiduciary duties of care and degree of loyalty to the company and the shareholders. Members of the Board of Directors are responsible both individually and collectively for performing these responsibilities, which cannot be transferred or delegated to other persons or to other bodies of the company.
When a new Director is appointed, the Chairman of the Board assisted by the legal advisor and compliance officer of the company, should review the Boards role and duties with all members of the Board of Directors, particularly covering the legal and regulatory requirements and the Code of Corporate Governance.
The company should have a written appointment letter \ agreement with each member of the Board of Directors including the powers and duties of the director in addition to other matters relating to his appointment including his term, the time commitment envisaged, the committee assignment if any, his remuneration and expense reimbursement entitlement, and his access to independent professional advice when and if needed.
The Board of directors should consider adopting a formal Board “Charter” or other statement specifying matters which are reserved to it, which should include but need not be limited to the specific items stated in the Company Law. An alternative is a formal statement or by-law stating the functions and authority delegated to the officers as mentioned in the Company Law.
The Board of Directors should be collegial and deliberative for the sake of gaining the benefit of each member, of the Board of Directors, judgment and experience. The Chairman should
take an active lead in promoting mutual trust, open discussion, constructive dissent and support for decisions after they have been made. The Board of Directors should meet frequently, usually more than the minimum required by law.
All members of the Board of Directors should attend the meetings, and the Board of Directors should maintain informal communication between meetings. Unexcused absence(s) is not welcomed as it may disturb the functions of the Board of Directors and indicates that the person is not the type of those needed for efficient Board directorship as stipulated in the Corporate Governance Code. Regarding attendance, more control measures are required and continuous absence could lead to termination of membership.
Commitment and accountability reflect the effectiveness of the Board and are essentially required and should be observed by all members of the Board of Directors, taking in account that they are supposed to excel and give good example to all related parties in the company, the shareholders and community stakeholders. If you are a Board member, you need to ask yourself where do you stand in this and are you effective enough to make your Board of Directors more effective, as required for corporate governance purposes. An active role by each Board Director will lead to the best corporate governance results.
Source: Dr. AbdelGadir Warsama Ghalib – Legal Counsel