Recent news reports relating to the withdrawal of a non-executive director up for re-election due to his non-attendance at meetings for four years by Purple, a JSE-listed company, highlight one critical area of a director’s responsibility: the necessity to attend board meetings. Parmi Natesan, CEO Elect of the Institute of Directors in Southern Africa (IoDSA) says that King IV recommends that attendance at board meetings is an important responsibility for directors.
“King IV is clear that members of the governing body should attend meetings in order to fulfil their responsibility to discharge their duties effectively,” she says. “Non-executive directors need to prepare for, attend and participate in meetings in order to make a genuine contribution.”
The need to attend meetings forms part of the recommended practices for achieving Principle 1 of King IV: The governing body should lead ethically and effectively. Attendance of directors at meetings is also thus one of the items that should be disclosed.
“It is important to note that boards take decisions collectively, so the process of debate that leads up to the decision also needs to be a collective effort. It is not simply a matter of providing input in between meetings, although that’s part of it,” she says. “It is in the process of constructive challenge and debate that ideas and decisions come to light. A good board is more than the sum of its parts, and this alchemy begins with directors interacting with each other at meetings.”
Attendance at meetings of the board should also be taken into account when assessing the performance of a director who is up for re-election. In light of this, nomination committees should carefully consider whether the director up for re-election has attended meetings, has been well-prepared for the meetings, was able to engage fruitfully at meetings, and has added value to the Board and the organization as a whole.
Directors can only make a positive contribution at meetings if they are present, and well-prepared, she says. “Of course, in today’s digital world that attendance need not necessarily be physical — directors in other parts of the world can still be present electronically. Dialing in is always an option but, even better, video-conferencing offers an increasingly good platform for personal interaction,” she adds. “A good resolution to begin 2019 is for directors to pledge to attend board meetings and make their contribution really count.”
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