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Myeni, Kwinana testimony highlights need for professional directors

13/11/2020

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The recent testimony at the Zondo Commission by Dudu Myeni (former Chair of the SAA Board) and Yakhe Kwinana (former Chair of SAA Technical) should be a wake-up call both for directors and the government, says Parmi Natesan, CEO of the Institute of Directors in South Africa (IoDSA). “Directorship is profession like any other and those taking up board seats must have the correct skills combined with independence in order to fulfil their duties,” she says. These fundamentals are:

Duties. The primary duty of directors is to act in the best interests of the company in good faith. In addition, they must act with care, diligence and skill. They are required to understand what skills they need and to acquire them if they are lacking. “This is non-negotiable—one simply cannot serve as a director if one doesn’t understand what the basic fiduciary duty is, and what skills are required,” she argues. “Board members also need other technical competencies that they should acquire.”

Advocate Fay Mukaddam, Chartered Director and Technical Advisor, IoDSA adds: “Based on board evaluations the IoDSA does, it’s clear that many board members haven’t even read the applicable legislation and/ or regulations, or even King IV,” she says. “Having a degree, great technical competence or having filled a senior management role does not necessarily make you a good director.”

Conflicts of interest. Because the conflict of interest is poorly understood, it could not be applied appropriately. For example, it appears to be believed that if an individual declares a conflict of interest, she can simply continue to participate in the matter. The truth of it is that if one has a material interest in a matter, one cannot be objective and must therefore recuse oneself.

Personal risk to the board member. As noted above, board members must execute their duties fully by acting in the best interests of the company with all due diligence, skill and care. If they do not, they expose themselves to enormous risk. They can be held personally liable for decisions taken without due care, and can suffer irreparable reputational damage—or be barred from acting as a director, as has happened to Ms Myeni, who was declared a delinquent director by the High Court earlier this year. 

“Directors should understand how deep this end of the pool is before they accept an appointment,” Advocate Mukaddam says.
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The solutions to this dire state of affairs are clear. Government must perform due diligence on board appointments to ensure the right combination of skills, knowledge and experience, as well as the ability to exercise independent judgement. Directors should be obligated to belong to a professional body like the IoDSA which can hold members to a code of conduct, and should obtain the professional certifications to act as a director. The Chartered Director (SA) and Certified Director designations certify that an individual has a certain level of skills based on a competency framework and, most importantly, is required to keep those skills current via continuous professional development.
“How much more needs to go wrong before government changes its thinking?” Ms Natesan asks.
 
ENDS

MEDIA CONTACT: Stephné du Toit, 084 587 9933, stephne@thatpoint.co.za,  www.atthatpoint.co.za
For more information on the IoDSA please visit:
Website:  www.iodsa.co.za
Twitter:  @The_IoDSA
LinkedIn:  Institute of Directors in South Africa Company Page  
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IoDSA and IWFSA announce partnership to develop next generation of ethical and effective women leaders

12/10/2020

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The Institute of Directors in South Africa (IoDSA) and the International Women’s Forum South Africa (IWFSA) have announced a long-term partnership aimed at developing the next generation of ethical and effective women leadership. The new partnership’s first project is a custom programme for IWFSA’s Young Leaders Connect initiative, the IDEAL Board Leadership Programme. The Young Leaders Connect is an initiative by IWFSA in pursuing its strategic priority of leadership development. The IoDSA designed the IDEAL Board Leadership Programme to help potential and new board members, and those wishing to make themselves available for board positions, acquire the necessary foundational skills.

IDEAL stands for Identify, Develop, Empower, Accelerate and Leadership, encapsulating the aims of the Young Leaders Connect initiative.
 
“The IoDSA has been a strong advocate for greater gender diversity on boards for many years, not least because genuinely diverse organisations perform better and are more profitable. However, sitting on a board in today’s complex socio-economic environment is challenging and directors must have the right skills, hence our drive to professionalise directorship,” says Parmi Natesan, CEO, IoDSA.
 
“The IDEAL Board Leadership Programme will equip tomorrow’s female leaders to take advantage of the real opportunities out there by being able to demonstrate they have the skills boards are looking for.”
 
The IDEAL Board Leadership Programme will consist of three modules that will count towards the IoDSA’s Certified Director (SA) designation. The IoDSA also offers a Chartered Director (SA) designation. Both offer ways for directors to acquire and demonstrate skills falling within the IoDSA’s Director Competency Framework, and thus provide a way to demonstrate holders have the right skills.
 
“We are very excited to have entered into this partnership with the IoDSA, which is aimed at the long-term development of a new generation of ethical women leaders,” says President of IWFSA, Irene Charnley. “As convenor of the King Committee and custodian of the King Reports on corporate governance, the IoDSA is highly regarded both in South Africa and globally. Its championship of a wider pool of properly qualified, professional directors, in particular, makes it an excellent partner in providing a training platform for the Young Leaders Connect programme.”
 
Futhi Mtoba, the Chairperson of IWFSA leadership committee directing the Young Leaders Connect says that the IDEAL Board Leadership Programme is an exciting development. “We see this programme as a great opportunity for our young women to begin acquiring the hard skills they need to make a real contribution to boards in both the public and private sectors. Young women have so much to offer, and a programme like this will empower them to take their rightful place, literally giving them a seat at the table.”
 
Notes for editors
Young Leaders Connect (YLC) focuses on identifying and developing aspiring young women leaders into ethical leaders. The YLC Lead Programme has four components:
  • Mentorship and coaching programme
  • Entrepreneurship programme
  • Board leadership programme
  • Digital conversation series

ENDS

MEDIA CONTACT: Stephné du Toit, 084 587 9933, stephne@thatpoint.co.za,  www.atthatpoint.co.za
 
For more information on the IoDSA please visit:
Website:  www.iodsa.co.za
Twitter:  @The_IoDSA
LinkedIn:  Institute of Directors in South Africa Company Page  
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Compulsory ethics course a step in the right decision, but more is needed, says IoDSA

28/9/2020

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The Institute of Directors in South Africa (IoDSA) has welcomed the news that government officials will have to attend online ethics training as part of a concerted effort to professionalise the public service. However, says Parmi Natesan, CEO of the IoDSA, it must be recognised that ethics is only part of what is needed.

“The Department of Public Service and Administration is to be congratulated on this initiative, but one also needs to be aware that ethics training is not a silver bullet, as the true test will be the resultant practice and enforcement thereof. Ethics has to also be seen as part of a broader governance framework and this kind of training will only yield results if it is complemented by compulsory training in other governance areas,” Ms Natesan explains.

Aside from recommending a broader training approach to include other important governance topics, thought needs to be given to what it takes to create a professional public service. Professional organisations around the globe have certain things in common, two of the most important of which are continuous professional development and a code of conduct to which their members can be held accountable.

“Professionals have to keep up with developments in governance and their area of expertise—nothing stands still. A true professional thus need to commit to continuous professional development provided by the relevant professional body,” she says. “As important, true professionals need to be accountable for their actions, and that’s arguably especially true for public servants. It’s thus important that they sign up for a code of conduct to which they can be held accountable.

“For all these reasons, we would urge the Minister to take an integrated approach in order to build a professional public service successfully.”

She goes on to argue that special attention needs to be paid to the training of leaders within the public service—there is clear evidence that the “tone at the top” influences the culture and attitude of the entire organisation quite profoundly. As the IoDSA has pointed out on numerous occasions, the nomination process for public officials, particularly those within state-owned enterprises, should follow a transparent and rigorous process as outlined in King IV in order to ensure that leaders not only have the right skills and experience but also understand their duties to the organisation.

The IoDSA’s recent paper, “Challenges facing Public Sector Boards”, advocates that leadership appointments should be subject to an objective due diligence process conducted by a competent third party. This is vital because, as King IV emphasises, ethical and effective leadership go together.

“It’s common cause that the public service has a critical role to play in ensuring a capable state that can deliver on its commitments to the citizenry. The move to professionalise the public service is welcomed, but a multi-faceted approach is essential,” Ms Natesan concludes.

ENDS

MEDIA CONTACT: Stephné du Toit, 084 587 9933, stephne@thatpoint.co.za,  www.atthatpoint.co.za
For more information on the IoDSA please visit:
Website:  www.iodsa.co.za
Twitter:  @The_IoDSA
LinkedIn:  Institute of Directors in South Africa Company Page  

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IoDSA: Boards must consider social media as key reputational risk

18/9/2020

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A recent tweet made by a director of Cricket South Africa relating to a cancelled sponsorship highlights an issue for South African boards: the risk represented by social media. Social media have become a key communications channel, but they pose particular risks for organisations and especially their directors, says Parmi Natesan, CEO, Institute of Directors in South Africa (IoDSA). 
 
“The bottom line is that directors have to accept that once they take up a board position, they will be seen as representing the organisation in the world of social media. The social media world has its own rules and culture, and there’s no distinction between public/professional and private roles,” she says. “Directors’ duties to act in the best interests of the organisation, with due care, skill and diligence are paramount, and it should never be forgotten that they can be held personally liable for not fulfilling these duties.”
 
Those using social media need to take the time to gain the necessary skills to communicate in an environment in which context is completely absent. Observations that might be unexceptionable in the real world can be perceived quite differently in the online world—and perception is everything in the virtual world. Board members cannot afford not to be proficient in social media themselves, and must give careful thought to their role in the organisation more generally.
 
Because mishaps can cause grave reputational damage in the blink of an eye, social media should be considered in the risk management process with a corresponding policy to manage them, just as is the case with traditional media, Ms Natesan argues. Social media policy and official activity is all too often relegated to the marketing department, and seen as the preserve of younger, more junior staff members. At the very least, the board must ensure that a social-media policy is in place and has been approved by the board, and that all staff members and directors understand what it means for them.
 
A key challenge is that social media often requires swift action, so policies must be carefully crafted to provide a framework within which everybody associated with the organisation can work, with provision made for the rapid vetting of potentially damaging tweets. Ms Natesan recommends that directors should restrict their social media comments to business and financial matters of a general nature and that if they feel there is a specific issue that needs addressing, they should take it to the social and ethics committee, the board or the official spokesperson.
 
“Directors need to be careful that they do not break the bonds of collegiality and confidentiality that are fundamental to an effective board by speaking out on a controversial issue unilaterally,” she says.
 
Many social media policies also fail to provide any framework in terms of which transgressors will be disciplined. It is therefore recommended that social media policies are linked to the IT use policy and the disciplinary code.
 
ENDS

MEDIA CONTACT: Stephné du Toit, 084 587 9933, stephne@thatpoint.co.za,  www.atthatpoint.co.za
 
For more information on the IoDSA please visit:
Website:  www.iodsa.co.za
Twitter:  @The_IoDSA
LinkedIn:  Institute of Directors in South Africa Company Page  
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Mzobe appointment highlights the need for transparency in SOE board appointments, says IoDSA

31/8/2020

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The recent appointment of former ANC Youth League leader, Magasela Mzobe, to chair the interim board of Umgeni Water has elicited negative comment. Dr Simo Lushaba, Facilitator of Director Development Programs at the Institute of Directors in South Africa (IoDSA), says that more public transparency is needed on these appointments in order to build stakeholder trust and, ultimately, give the appointees the best chance of succeeding in their new positions.

“The appointment of board members and key executives to state-owned enterprises (SOEs) presents a significant governance challenge because these appointments are made by the state as shareholder and not by the accounting authority (board), which would be governance best practice,” Dr Lushaba says.

“King IV’s Sector Supplement for SOEs recommends that ‘The SOE and the executive authority should be transparent regarding the processes followed for the nomination, election and appointment of governing body members.’ If ministers are not transparent about the reasons they appoint people to board or executive positions, the public may jump to the unfortunate conclusion that the appointments are political, especially given what has been going in our SOEs for too long.

“Perception is critical when it comes to building and/ or restoring trust.”

Principle 7 of King IV says that “The governing body [i.e. board] should comprise the appropriate balance of knowledge, skills, experience, diversity and independence for it to discharge its governance role and responsibilities objectively and effectively.” In its Recommended Practices, the King Report makes it clear that the governing body should ideally have the responsibility for ensuring it has the right composition of members to discharge its duties.

However, SOEs represent a special case because their founding legislation typically gives the government as sole shareholder the power to appoint board members and, often, senior executives. Consequently, in its Sector Supplement for SOEs, King IV makes the recommendation noted above that the governing body/ accounting authority and shareholder should work together and in a transparent way to follow governance best practice as closely as possible.

“If this course is not followed, the board is placed in the untenable position of being held accountable for the organisation’s performance but with little or no control over who sits on the board or in the executive suite,” Dr Lushaba points out. “The IoDSA’s recent paper, ‘Challenges facing public-sector boards’, identifies board composition as a key issue for SOEs and, of course, the position of chair is particularly important. In this instance, the Minister’s spokesperson has said that this appointment was made in line with King IV, but in fact this is questionable. As noted, King IV’s Sector Supplement for SOEs highlights the need for transparency and collaboration between the shareholder and board, and simply saying the Minister took King IV into account is just not good enough.

“I would respectfully remind Ministers that King IV’s principles are framed in terms of outcomes, not boxes to be ticked and that the reaction to this particular appointment shows that the desired outcome of restoring trust and legitimacy may not have been achieved. This is a great opportunity to lead from the front and set the tone for a new and improved approach to SOE governance based on achieving the outcomes set out in King IV.”

ENDS
 
MEDIA CONTACT: Stephné du Toit, 084 587 9933, stephne@thatpoint.co.za,  www.atthatpoint.co.za
For more information on the IoDSA please visit:
Website:  www.iodsa.co.za
Twitter:  @The_IoDSA
LinkedIn:  Institute of Directors in South Africa Company Page  

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Diko, Masuku issue highlights how governance failure impacts service delivery

3/8/2020

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The furore around the awarding of a contract to a politically connected individual’s company shows that government has not yet accepted its role as custodian of good governance for South Africa Inc—and the extent of public disenchantment with perceived corruption. That this flouting of basic governance principles around conflicts of interest was shown by people in the highest echelons of government in a matter directly related to a severe national crisis was especially worrying, says Advocate Fay Mukaddam, Chartered Director and Technical Advisor at the Institute of Directors in South Africa (IoDSA).

The scandal involves the awarding of a R125 million contract for personal protection equipment to a company owned by Madzikane Diko, the husband of the Presidential Spokesperson, Khusela Diko. The Dikos are close friends of Gauteng Health MEC Bandile Masuku, who is leading the province’s response to COVID-19, and his wife, City of Johannesburg MMC, Loyiso Masuku.

“That this tender for vital personal protective equipment was bid for, and granted, despite a clear conflict of interest is hugely disappointing, and points to a cynical disregard for the most basic rules of governance,” she says. “Leaders cannot take refuge in claims of ignorance or that they did not think things through: the rules are very clear here, and our leaders are expected to follow them. Following proper due diligence processes is critical when awarding tenders, of course, but when these are short-circuited as they were because of the urgency, we have to rely on leaders to do the right thing.”

Vikeshni Vandayar, Executive: Governance and Corporate Services at the IoDSA, says that public servants need to recognise that they have a duty to act in the best interests of SA Inc., and that government’s money derives directly from taxpayers and they thus have a duty to ensure it is managed effectively to the betterment of South Africa Inc and its citizens.

“One could say that public servants have what amounts to a fiduciary duty to the public when it comes to disbursing public funds. Government is ultimately the custodian of governance for the country as a whole— the improper application of COVID-19 funds is having a direct and calamitous effect on frontline medical staff and their patients,” she says. “If a board does not provide ethical leadership and set the tone, the whole company will suffer; the same is true of the state. An incident like this compounds the socio-economic crisis we are facing, and directly impacts government’s credibility around service delivery.”

Advocate Mukaddam says that while it must be recognised that people have to earn a living, perception was important. One of the trade-offs inherent in good governance is that those with connections to state officials may not enter into business relationships with the state. These conflicts of interest must not only be identified by role players, but they also need to be resolved satisfactorily; it is important, too, that transgressors are seen to be held accountable.
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“It’s common cause that corruption has infected the body politic to an unbelievable extent, with grave consequences for the social compact generally, and for service delivery in particular. One can take some heart from the fact that the ANC has forced Ms Diko and both Masukus to take a two-week leave of absence and appear before the party’s Integrity Committee, while the Chair of SCOPA is calling for a criminal trial,” she says. “Swift action will help, but the credibility of the provincial and national government, and particularly their response to the pandemic, has been damaged.

“Poor governance and unethical leadership have consequences.”

ENDS

MEDIA CONTACT: Stephné du Toit, 084 587 9933, stephne@thatpoint.co.za,  www.atthatpoint.co.za
For more information on the IoDSA please visit:
Website:  www.iodsa.co.za
Twitter:  @The_IoDSA
LinkedIn:  Institute of Directors in South Africa Company Page  
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A step in the right direction

30/6/2020

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The appointment of the Presidential State-Owned Enterprise Council should be welcomed. A key area of its focus should be the governance challenges faced by SOEs.

By Parmi Natesan, CEO, Institute of Directors in South Africa (IoDSA) and Dr Simo Lushaba, Facilitator of Director Development Programs, Institute of Directors in South Africa (IoDSA

On 11 June, the Presidency announced the appointment of the Presidential State-Owned Enterprise Council (PSEC) to support government’s efforts to “reposition state-owned enterprises as effective instruments of economic transformation and development”. The Council’s mandate, says the release, “…includes strengthening the framework governing SOEs including the introduction of an overarching Act governing SOEs and the determination of an appropriate Shareholder Ownership Model”.

We see this decision as a milestone in the vital process of addressing the complex governance challenges faced by SOEs.

Over the past few decades, the effects of SOE malfunction have become clear. There is consensus that a lack of effective governance lies at the root of the failure of our key SOEs; this point was recently reiterated most forcefully in the judgement delivered by Judge Ronel Tolmay in the Dudu Myeni case.

However, this generalised acceptance that governance is a challenge for our SOEs needs to be informed by a more detailed understanding. The IoDSA has considerable experience in this area, having conducted governance training, board evaluations and governance advisory work at SOEs over several decades. Our paper on “Challenges facing public-sector boards” distils that experience.

Blurred roles
One of the most intractable challenges is evident from the text of the Presidency’s announcement quoted above: the role of SOEs in supporting government policy and the creation of an appropriate Shareholder Ownership Model. Unlike private corporations, SOEs have one shareholder. The shareholder (Government represented by the relevant minister) has all the power, and can often act unilaterally in making appointments and in forcing decisions that do not necessarily advance the interests of the SOE in the fulfilment of its mandate.

This upsets one of the fundamental girders of good governance as set out in the King Reports on Corporate Governance: that the directors are ultimately responsible for the strategy and governance of the organisation, and that the board appoints the executives and holds them accountable. Public-sector boards thus sometimes find themselves responsible for crucial governance decisions like executive appointments despite having little or no control of the appointment process.

More specifically, this fundamental governance weakness can be seen in two key challenges identified in our paper.
The first of these is a lack of role clarity when it comes to the relationship between the board, management, and the shareholder. Often, the shareholder exploits its dominance to take too direct a role in the overseeing of the organisation. Thus, we often find that SOE boards show undue deference to an assertive shareholder and are unable to fulfil their duties and exercise oversight independently.

Another consequence of shareholder overreach is that CEOs frequently feel beholden to the minister, who appointed them, rather than to the board.

A related issue is the nomination of directors to SOE boards by stakeholder groups; such directors frequently perceive their role to be to protect the interests of the stakeholders that nominated them rather than discharging their duty to the SOE itself.

One solution is for the proposed overarching SOE Act to set out a workable governance model, and place limits on the powers of the shareholder. This act could be the arbiter of good governance for the public sector. King IV, and especially its public-sector supplement, offers good advice about how to solve the governance conflicts in the public sector and would form a useful resource when drafting this act.

Finding the right people
Directors carry onerous responsibilities and potential liability under the Companies Act and common law. Board composition is always a key determinant of the board—and thus organisational—performance. Given the uniquely difficult challenges inherent in public-sector directorship alluded to above, the calibre and skills of the individuals selected for these boards is critical.

Industry skills and experience are obviously criteria that need to be considered, but directors also need a deep understanding of governance and how it works. Personal qualities are also vital: directors need to be courageous enough to look behind the façade and courageous enough to speak unpopular truth, they have to be ethical people whose conduct embodies the ethics that should be entrenched within the whole organisation.

Directors are often intimidated by the overwhelming authority of the shareholder and its representatives and express fear of the reprisals that could result from speaking truth to power. Mechanisms to protect those promoting good governance and ethical conduct must be established if SOEs are to be reliably well-governed.

All too frequently, nominations to the boards of SOEs are made directly by the shareholder, and sometimes other stakeholders, without taking the necessary qualities and skills into account. The nominations process for board vacancies is critical and should be governed by the proposed act. The act also needs to address the issue of fixed-term appointments, which may see many members of an SOE board being “rotated” at the same time, resulting in a loss of institutional memory and an interruption in governance continuity.

In view of the expanding portfolio of skills and competencies directors require in an extremely challenging business and social environment, not forgetting the imperative that directors hold to the highest ethical standards, the IoDSA has been championing the professionalisation of directorship for some years. Our two certifications, Chartered Director SA (CD(SA)) and Certified Director (Cert Dir) offer a way for individuals to demonstrate that they have the necessary skills to discharge a director’s duties and responsibilities. In addition, those holding these certifications are bound by the IoDSA’s Code of Conduct and can be disciplined in terms of it.

Critically, and in common with all professional designations, Chartered and Certified Directors must undertake continuous professional development to ensure that their skillset remains relevant.

The PSEC has its work cut out for it and we wish it well. We hope it will call on the IoDSA and other governance and ethics bodies to help it put the necessary governance principles in place to get our SOEs back on track.

ENDS

MEDIA CONTACT: Stephné du Toit, 084 587 9933, stephne@thatpoint.co.za,  www.atthatpoint.co.za
For more information on the IoDSA please visit:
Website:  www.iodsa.co.za
Twitter:  @The_IoDSA
LinkedIn:  Institute of Directors in South Africa Company Page  
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IoDSA releases research report on process for appointing non-executive directors

17/6/2020

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The Institute of Directors in South Africa (IoDSA) has released a research report investigating the processes for recruiting, selecting and appointing non-executive directors in South Africa. The report is structured to offer practical assistance to prospective non-executives who want to understand what organisations are looking for, and what the processes leading up an appointment are. It also offers guidance for nominations committees.
 
Dr Ven Pillay, an IoDSA member and the main author of the report, says that the processes by which organisations fill non-executive board positions need to be made more transparent, especially when selecting independent non-executive directors. “The place to start is the nomination committee, which has a critical role to play in ensuring the credible composition of the board through an open, transparent and formalised appointment process; a process that needs to be adhered to without undue influence from dominant members of the board or executive, political parties, or anyone else who seeks to have a strong influence over the decisions of the board” she says.
 
A key finding of the report is that organisations still rely heavily on internal networks to source non-executive candidates: 75% of respondents use the current board’s network, while 48% rely on personal recommendations from the executive committee or other trusted sources.
 
It seems that boards continue to favour this approach because of the need to ensure a good cultural fit but it makes it hard for them to achieve genuine diversity.
 
“Board appointments are generally understood to be unattainable without the support of influential social and/or political networks; the lack of access to these networks creates a barrier for new entrants who may have a meaningful contribution to make to the effective functioning of a board,” Dr Pillay comments. “There is a new cohort of potential directors waiting in the wings, and companies must seek out and appoint active, independent, ethical, knowledgeable and skilled directors who exhibit diversity of thought and experience, and demonstrate courage in the board room. None of these qualities are negotiable!”
 
Vikeshni Vandayar, Executive: Governance and Corporate Services, IoDSA, says that the research should be seen within the context of the IoDSA’s ongoing efforts to improve governance in South Africa and to create a bigger pool of qualified candidates for non-executive roles. 
 
“As the Dudu Myeni case shows, the quality of an organisation’s non-executive board member has a direct impact on its sustainability. This report goes a long way towards unpacking what boards are looking for and how they go about filling these positions, and it is complemented by the IoDSA’s one-day training ‘So you want to be a non-executive director’. In response to demand from our members, we will also soon launch one-on-one coaching for would-be non-executive directors,” Ms Vandayar says.
 
The IoDSA NED Nomination Process Research Report is available at here.
 
ENDS

MEDIA CONTACT: Stephné du Toit, 084 587 9933, stephne@thatpoint.co.za,  www.atthatpoint.co.za
 
For more information on the IoDSA please visit:
Website:  www.iodsa.co.za
Twitter:  @The_IoDSA
LinkedIn:  Institute of Directors in South Africa Company Page  
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IoDSA welcomes Myeni delinquency ruling, calls for directors to commit to education

28/5/2020

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The Institute of Directors in South Africa (IoDSA) welcomes the ruling by Judge Ronel Tolmay in the action brought by the Organisation Undoing Tax Abuse and the South African Airways Pilots’ Association against the former chairperson of the South African Airways board, Dudu Myeni. Judge Tolmay found that Ms Myeni had comprehensively failed to fulfil her duties as a director and ordered that she be declared a delinquent director for life, and she was further ordered to pay punitive costs. The Judge also referred the judgment and evidence led to the National Prosecuting Authority for investigation regarding possible criminal conduct.

“Judge Tolmay’s far-reaching judgment is timely for a number of reasons, not least because it finally tests in court the IoDSA’s long-standing contention that directors must inform themselves properly about the nature and extent of their duties, or put themselves in peril,” says Advocate Fay Mukaddam, Chartered Director and technical advisor at the IoDSA. “It is also clear from the evidence led that the courts will rely not only on legislation but also the King Reports on Corporate Governance — together, these provide a sound framework to guide directors in fulfilling their fiduciary and other duties satisfactorily.” “Directors have a critical role to play, and they can only do it if they are fully conversant with what their legal and fiduciary obligations entail.”

The judgment also made the important point that directors cannot use collective decision-making as a way to evade individual responsibility.

Parmi Natesan, CEO of the IoDSA, emphasises that the Myeni case shows how important it is for organisations to appoint suitably qualified people to boards, and to ensure that they keep up to date with the latest thinking and are regularly appraised. In the words of the judgment at 276: “To serve on a Board of an SOE should not be a privilege of the politically connected. Government has, as custodian of the common good, an obligation to ensure that suitably qualified people, with integrity, are appointed in these positions.”

The same point holds true for the private sector as well, Ms Natesan adds. For many years, the IoDSA highlighted the need to deepen the pool of directorial talent, introducing two formal professional designations to advance this process: the Chartered Director (SA) and Certified Director. To gain these certifications, individuals must acquire the skills identified in the IoDSA’s Director Competency FrameworkTM and follow a programme of continuous professional development. They also must commit to be bound by the IoDSA’s Code of Conduct.

“The IoDSA believes this judgment should act as a clarion call for directors and would-be directors to take steps to ensure they are properly educated in all aspects of the director’s role,” Ms Natesan concludes. “We need professional directors and, as the custodian of the King Reports, and promoters of good governance generally in this country, the IoDSA has all the programmes in place to create them.”

ENDS

MEDIA CONTACT: Stephné du Toit, 084 587 9933, stephne@thatpoint.co.za,  www.atthatpoint.co.za
For more information on the IoDSA please visit:
Website:  www.iodsa.co.za
Twitter:  @The_IoDSA
LinkedIn:  Institute of Directors in South Africa Company Page  
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COVID-19 crisis points to the need for robust succession plans

28/4/2020

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Although it’s recommended in King IV, succession planning is often neglected because it’s an uncomfortable subject. The COVID-19 crisis should act as a wake-up call for organisations to ensure not only that they have a plan to govern an orderly succession for key senior posts, but also an emergency back-up plan, says Parmi Natesan, CEO of the Institute of Directors in South Africa (IoDSA).

“The current crisis should remind governing bodies that in addition to key management positions like the CEO and CFO, succession planning should also cover key board positions, including the chair of the board and chairs of board committees,” she says. “For example, the current COVID-19 crisis raises all sorts of issues for corporate succession plans. What if the CEO contracts the virus, or the CFO is forced to self-isolate? Organisations need to have not only a long-term succession plan but an emergency backup plan as well.”

She argues that a crisis such as this places unusual strains on the entire leadership team. One contributing factor is the protracted nature of the crisis, others include the need to completely reorganise the workforce to enable remote working, adopt new management practices suitable to a dispersed workforce, and conduct an urgent review of the business model and strategy. Moreover, all of these would have to be continuously reviewed as the crisis unfolds.

At the same time, of course, leadership is more important than ever during a crisis. If any of the leadership team is forced to take time out (because of overstraining or actual illness), the impact is extremely pronounced—as we saw when the British Prime Minister Boris Johnson was admitted to hospital with the virus and the Foreign Secretary took on his role.

“Organisations should have a full succession plan for each senior management position, which includes both an emergency and a long-term plan,” she says. “It is also worth pointing out that the emergency plan is likely to nominate an in-house resource, and effort should be put into giving those individuals the mentoring and training needed, including crisis response management.”

ENDS
 
MEDIA CONTACT: Stephné du Toit, 084 587 9933, stephne@thatpoint.co.za,  www.atthatpoint.co.za
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