web analytics

Posts Tagged "Corporate Governance in Kenya"

Many directors are feeling outmatched by the ferocity of changing technology, emerging risks, and new competitors. Here are four ways to get boards in the game.

Today’s boards are getting the message. They have seen how leading digital players are threatening incumbents, and among the directors we work with, roughly one in three say that their business model will be disrupted in the next five years.

In a 2015 McKinsey survey, though, only 17 percent of directors said their boards were sponsoring digital initiatives, and in earlier McKinsey research, just 16 percent said they fully understood how the industry dynamics of their companies were changing.1 In our experience, common responses from boards to the shifting environment include hiring a digital director or chief digital officer, making pilgrimages to Silicon Valley, and launching subcommittees on digital.

Valuable as such moves can be, they often are insufficient to bridge the literacy gap facing boards—which has real consequences. There’s a new class of problems, where seasoned directors’ experiences managing and monetizing traditional assets just doesn’t translate. It is a daunting task to keep up with the growth of new competitors (who are as likely to come from adjacent sectors as they are from one’s own industry), rapid-fire funding cycles in Silicon Valley and other technology hotbeds, the fluidity of technology, the digital experiences customers demand, and the rise of nontraditional risks. Many boards are left feeling outmatched and overwhelmed.

To serve as effective thought partners, boards must move beyond an arms-length relationship with digital issues (exhibit). Board members need better knowledge about the technology environment, its potential impact on different parts of the company and its value chain, and thus about how digital can undermine existing strategies and stimulate the need for new ones. They also need faster, more effective ways to engage the organization and operate as a governing body and, critically, new means of attracting digital talent. Indeed, some CEOs and board members we know argue that the far-reaching nature of today’s digital disruptions—which can necessitate long-term business-model changes with large, short-term costs—means boards must view themselves as the ultimate catalysts for digital transformation efforts. Otherwise, CEOs may be tempted to pass on to their successors the tackling of digital challenges.

At the very least, top-management teams need their boards to serve as strong digital sparring partners when they consider difficult questions such as investments in experimental initiatives that could reshape markets, or even whether the company is in the right business for the digital age. Here are four guiding principles for boosting the odds that boards will provide the digital engagement companies so badly need.

Close the insights gap

Few boards have enough combined digital expertise to have meaningful digital conversations with senior management. Only 116 directors on the boards of the Global 300 are “digital directors.”2 The solution isn’t simply to recruit one or two directors from an influential technology company. For one thing, there aren’t enough of them to go around. More to the point, digital is so far-reaching—think e-commerce, mobile, security, the Internet of Things (IoT), and big data—that the knowledge and experience needed goes beyond one or two tech-savvy people.

To address these challenges, the nominating committee of one board created a matrix of the customer, market, and digital skills it felt it required to guide its key businesses over the next five to ten years. Doing so prompted the committee to look beyond well-fished pools of talent like Internet pure plays and known digital leaders and instead to consider adjacent sectors and businesses that had undergone significant digital transformation. The identification of strong new board members was one result. What’s more, the process of reflecting quite specifically on the digital skills that were most relevant to individual business lines helped the board engage at a deeper level, raising its collective understanding of technology and generating more productive conversations with management.

Understand how digital can upend business models

Many boards are ill equipped to fully understand the sources of upheaval pressuring their business models. Consider, for example, the design of satisfying, human-centered experiences: it’s fundamental to digital competition. Yet few board members spend enough time exploring how their companies are reshaping and monitoring those experiences, or reviewing management plans to improve them.

Board members also should push executives to explore and describe the organization’s stock of digital assets—data that are accumulating across businesses, the level of data-analytics prowess, and how managers are using both to glean insights. Most companies underappreciate the potential of pattern analysis, machine learning, and sophisticated analytics that can churn through terabytes of text, sound, images, and other data to produce well-targeted insights on everything from disease diagnoses to how prolonged drought conditions might affect an investment portfolio. Companies that best capture, process, and apply those insights stand to gain an edge.

Engage more frequently and deeply on strategy and risk

Today’s strategic discussions with executives require a different rhythm, one that matches the quickening pace of disruption. A major cyberattack can erase a third of a company’s share value in a day, and a digital foe can pull the rug out from a thriving product category in six months. In this environment, meeting once or twice a year to review strategy no longer works. Regular check-ins are necessary to help senior company leaders negotiate the tension between short-term pressures from the financial markets and the longer-term imperative to launch sometimes costly digital initiatives.

Boardroom dialogue shifts considerably when corporate boards start asking management questions such as, “What are the handful of signals that tell you that an innovation is catching on with customers? And how will you ramp up customer adoption and decrease the cost of customer acquisition when that happens?” By encouraging such discussions, boards clarify their expectations about what kind of cultural change is required and reduce the hand-wringing that often stalls digital transformation in established businesses. Such dialogue also can instill a sense of urgency as managers seek to answer tough questions through rapid idea iteration and input gathering from customers, which board members with diverse experiences can help interpret. At a consumer-products company, one director engages with sales and marketing executives monthly to check their progress against detailed key performance indicators (KPIs) that measure how fast a key customer’s segments are shifting to the company’s digital channels.

Fine-tune the onboarding and fit of digital directors

In their push to enrich their ranks with tech talent, boards inevitably find that many digital directors are younger, have grown up in quite different organizational cultures, and may not have had much or even any board experience prior to their appointment. To ensure a good fit, searches must go beyond background and skills to encompass candidates’ temperament and ability to commit time. The latter is critical when board members are increasingly devoting two to three days a month of work, plus extra hours for conference calls, retreats, and other check-ins. Board members need to increase their digital quotient if they hope to govern in a way that gets executives thinking beyond today’s boundaries. Following the approaches we have outlined will no doubt put some new burdens on already stretched directors. However, the speed of digital progress confronting companies shows no sign of slowing, and the best boards will learn to engage executives more frequently, knowledgeably, and persuasively on the issues that matter most.

The Institute of Directors (Ghana), in collaboration with Software Technologies Limited and other partners had their Annual Corporate Governance Excellence Awards hosted at the Kempinski Hotel in Accra. It was also graced with the attendance of Professor Mervyn King, best known as the Chairman of the King Committee on Corporate Governance in South Africa.  He is Professor Extraordinaire at the University of South Africa on Corporate Citizenship, Honorary Professor at the University of Pretoria and Visiting Professor at Rhodes University

The aim of the awards was to stimulate and sustain the culture of good corporate governance and champion director professionalism and development through education for the benefit of organizations and stakeholders. It was also aimed at celebrating the achievements of both public and private sector Individual Personalities and Organizations who have distinguished themselves by practicing and exhibiting good corporate governance leading to desirable outcomes of ethical culture, good performance, effective controls and legitimacy.

The categories included – Most Influential Director of the Year, Innovative Director of the Year, Overall Director of the Year (Female), Most Credible Director of the Year, Rising Director of the Year, Overall Director of the Year (Male).

The corporate categories are, Agricultural Business (Agrobased), Healthcare Facility, Oil Marketing, Petroleum Refining and Related Industry, Agriculture (Fishing, Poultry and Crop farming), Hospitality (Hotels), Power Generation and Distribution, Apparel and clothing Industry, Hospitality (Support & Allied Services), Printing, Publishing, and Allied Industry, Chemical and Allied Industry, Industrial and Commercial Machinery Industry, Retail and Supermarkets, Construction, Information Technology Industry, Rubber and Miscellaneous Plastic Industry, Consulting, Insurance (Pensions), Rural and Community Banks, Ecommerce, Insurance (Life), Savings and loans, Education, Insurance (General Business), Sports, Electronic and Electrical Equipment Industry, Leasing companies, Stone, Clay, Glass, and Concrete Industry, Entertainment, Lumber and Wood Industry, Telecommunication, Fabricated Metal Industry, Manufacturing, Transportation Industry, Finance Houses, Media, Travel and Tours, Food, Beverages Industry, Microfinance Institutions, Universal Banks, Furniture and Fixtures Industry, Mining and Quarrying.

 Leaders from the public and private sectors shared with the audience how ingraining good governance at planning makes vision a reality.

 

The Institute of Directors (Kenya), in collaboration with Software Technologies Limited and other partners had their 3rd Corporate Governance Conference hosted at the Inter Continental Hotel in Nairobi.

The Theme of the Conference was Sustainable Governance for Africa. The Conference explored Africa’s potential and the role of good governance for a Sustainable Continent. Leaders from the public and private sectors shared with the audience how they think ingraining good governance at planning and throughout implementation, makes vision a reality. Topics such as Politics and corporate governance, Achieving real results in the fight against corruption; the roles and responsibilities of a dynamic private sector, Building an ethical organizational culture as a driver for corporate sustainability and Building sustainable corporate Governance systems in Africa; the African Challenge were covered

Objectives of the Conference

  1. To “unpack” the East Africa region in terms of potential, opportunities, numbers etc and their implications to socio economic transformation.
  2. To highlight the importance of good environmental, social and corporate governance in the socio-economic transformation of Africa.
  3. To highlight the importance and value of good governance in the private and public sector.
  4. A platform for policymakers, corporates, public institutions from across the East African Community to encourage and practice.

Outcomes of the Conference

The Conference explored East Africa’s potential and the role of good governance in unleashing this potential. Leaders in Africa’s public and private sectors will share with the audience how they think good governance brings visions to reality, from planning to implementation.

“We are now up to date with our compliance in all the Liasion Group Branches. The regular compliance notifications keep us in check and on our toes. Our directors are happy with eBoard.”

Mr. Jasper Wendo, Head of Audit and Governance.

 

Founded in 1981, Liasion Group, is an independent Risk, Insurance, Healthcare, Pension and Investment Advisor to a broad spectrum of clients ranging from governments, large multinational corporations, parastatals, NGOs, SMES, business partnership and individuals.

“We are now up to date with our compliance in all the Liasion Group Branches. The regular compliance notifications keep us in check and on our toes. Our directors are happy with eBoard as there is easy access to the documents. Our board meetings are now more productive.”

Mr. Jasper Wendo, Head of Audit and Governance.

THE CHALLENGE

The Liaison Group provides risk, insurance, healthcare, pension and investment solutions to countries all over Africa. Yet the board and management were faced with serious compliance and bulky board meeting challenges for the regional company.  “For every board meeting, I had to put together board packs; print, assemble and distribute hard copies using courier services. This was risky considering the sensitive nature of board information. Factoring in last-minute updates and amendments to meeting materials after board pack has been released -where a change in one agenda item affects several pages – the situation grew even more complex. In addition to that, for every evaluation, the administrators had to print evaluation forms and the Board Directors had to be physically present to fill in paperwork and collating the responses so as to generate a report was a timely board process,” Ms. Alice Wambui, an Executive Assistant recalls.

WHY SOFTWARE TECHNOLOGIES

“For us, the adaptive and accommodating nature of eBoard as a product was a key feature in the selection of board management software. Software Technologies’ response time is commendable and I like the fact that our feedback is wholly accepted and implemented. STL is also accommodating to the client and the system is simple to operate and navigate.”

THE RESULTS

Gained immediate visibility of compliance tasks and deadlines: Through eBoard’s Compliance module, the Liaision team can easily track their compliance state with regulatory bodies, and automatically notify when compliance is due. This has been crucial to both identifying bottlenecks and streamlining workflow. “We can now proactively divide tasks pertaining to compliance,” says Mr. Wendo.

Easy updating and sharing of board papers:  By providing directors with a central document repository, Liaision Group has seen an ease in the sharing of board papers. Ms.Wambui is now able to share corrected documents from any board pack at any time.  “I don’t have to worry when I have to send a corrected document, because I am sure everyone will be notified and it will be displayed on the homepage and stored in the briefcase.”

Savings on time, money and resources: Previously, the company’s time, printers and paper reams were all excessively used in preparation for board meetings.  With eBoard, Liaision Group has saved close to 40,000 USD in printing, distribution and meeting travel costs. They also continue to make an environmental impact by using less paper and saving more trees.

Ensured 24/7 secure access to data from anywhere in the world: Board members have all time access to the meeting pack. “We upload everything on eBoard and board members can access the details wherever they are, whenever they want, 24 hours a day. The board members can review and annotate from wherever they are. It’s saved us so much time,” said Mr. Wendo. “Everybody is now more productive.”

 

Giving notices of board meetings is crucial for effective governance as it enables board members to plan and prepare to attend the meetings and be productive.

According to the bylaws of a company, board meeting notices have different protocols for how and when to be posted depending on the type of board meeting.

Giving notices of board meetings is crucial for effective governance as it enables board members to plan and prepare to attend the meetings and be productive. Serious consequences can arise if no notice is given for a meeting especially if important decisions are to be made during such a meeting. Meeting attendees may fail to attend due to unawareness and may, therefore, dispute the decisions made during the meeting in their absence. Furthermore, notices of meetings act as written documentation that a meeting was called for.

According to the bylaws of a company, board meeting notices have different protocols for how and when to be posted depending on the type of board meeting. Some companies may choose to give notices electronically via emails or SMS. Whichever way the board meeting notice is disseminated, it should have all the important and correct information such as:

  • Name of the organization
  • Date of the meeting
  • Location of the meeting
  • Time of the meeting
  • The nature of the meeting
  • The preliminary agenda
  • Date of the notice

Companies should implement best practice drafting methods for notices of meeting. These include clearly communicating relevant information using simple and plain language and using a structure and layout that guarantees ease of understanding and readability by board members. Companies can provide board members with more secure and immediate access to notices and other board information by using the digital technologies of board portals designed to manage all aspects of board meetings and effective governance.

The notice of a meeting may be different in structure depending on the type of meeting such as regular meetings, annual, special or adjourned meetings.

Regular board meeting notice

Regular meetings are common in most organizations. The bylaws of the organization should clarify how the notices of regular meetings should be prepared and posted. In regular board meetings, board members discuss and vote on many issues. If voting is to take place in the meeting, it should be clearly stated in the notice.

Annual board meeting notice

There are many important activities that take place in an annual meeting like the election of new board members, making important decisions concerning the organization, reviewing reports and activities of the year, and making new resolutions. While writing the notice of an annual meeting, the agenda of the meeting and the minutes of the previous meeting should be attached to the notice.

Special board meeting notice

Special meetings always require prior notice since they are called for outside the regular meeting timetable. For a special meeting to be conducted, it has to be affirmed in the bylaws of an organization. To be safe, ensure your bylaws clearly state the time frame that the notice of a special meeting should be given. Since special meetings only occur when there is an urgent matter to be addressed before the next regular meeting, the special item should be included in the notice.

Adjourned meeting notice

An adjourned meeting takes place if a previous meeting ended without all the agendas being addressed due to a shortage of time. The adjourned meeting continues from where the previous meeting ended. The bylaws of an organization should guide on how and when the notice of an adjourned meeting should be disseminated.

Companies should endeavour in creating and sending notices of meetings to board members using technologies of privately hosted secure board portal such as eHorizon eBoard. eHorizon eBoard is a governance solution that simplifies the creation and sharing of notices to board members. A calendar feature allows board and committee members to view all approved notices of meetings. Directors can find any future meetings they are required to attend and in case of any change, they get an automatic notification through SMS. Further, the system provides a central repository of all meeting notices and other board documents for future reference. It eliminates printing saving companies thousands of papers and distribution costs.

 

©1991-2020 Software Technologies Ltd. All Rights Reserved | Privacy Policy | Terms & Conditions