For every organisation, the possibility of a crisis is an ever-present factor for constant deliberation. Most times, they are easily managed incidents. Other times, they are newsworthy disasters that bring about immense loss in value for the affected company or industry. Crisis management has never been as important as in the last three years: The global pandemic, climate incidents, and the current geopolitical, environmental, and humanitarian disaster that is the Russian-Ukraine conflict. These global events have created nigh-endless crises that have left numerous organisations scrambling for solutions.
A board of directors is usually established for one primary reason: to provide oversight for an organisation’s growth and performance. Several other duties come out of this, but the core directive will always remain the same. When board members are appointed, they are chosen based on “How can they lead the organisation to success based on its parameters”?
Directors who are skilled in growing and operating an organisation may not know or have experience in how to deal with a crisis effectively. Sure enough, they may have approved well-designed plans to deal with any crisis, but the reality is that most organisations that suffer a full-blown crisis usually had a well-designed plan beforehand. Mike Tyson once said, “Everybody has a plan until they get punched in the face”. A crisis is a punch in the face of an organisation and while a crisis management plan can help, it most likely won’t provide the specific solution needed. This is where independent directors play an integral role on boards.
In non-legal terms, a non-executive director has no monetary or beneficial interest in the company but is appointed to provide expert and independent views exclusively for the best interest of the company and to ensure good corporate governance practices.
In times of crisis, an independent director is an invaluable resource. Their lack of attachment to the organisation provides them with objectivity that could be lacking in the boardroom. They also come with a wealth of experience that stands apart from the dependent board members. This allows them to come up with unique solutions that can efficiently handle a crisis.
As invaluable as independent directors are in crises, it is not the only role they can fill in a boardroom. They are incredibly helpful to the general performance of an organisation. Similar to a crisis, their objectivity and insightful experiences give boardrooms access to new and unique ideas that can aid the growth of their organisation, beyond what they could strategize with their prior limited viewpoint. It’s not hard to see how an insightful individual working solely for the benefit of an organisation would be best for that organisation’s success.
The appointment of independent directors must be highly strategic. The current state of an organisation as well as its goals must be taken into account. First, appointments must be made based on what unique insight or approach the individual can bring to help lead the organisation to success. Independent directors must also be diverse in almost every aspect (gender, age, ethnicity, professional background/competencies, etc.). It is from this diversity that unique insights and ideas are born.
Also, within the current global business landscape, there are certain competencies a board must have to lead successful companies. They must have directors who are competent in Environmental, Social, and Governance (ESG), Information Technology and Cybersecurity, Enterprise Risk Management, Geopolitical, and Supply Chain Risk Management, etc. These are the competencies that determine if a boardroom is futureproofed, prepared to weather a crisis, or headed toward a crisis…literally.
At the end of the day, every organisation must strike a balance between its dependent and independent directors. The independents provide their objectivity and varied experiences, and the dependents give insight and access to the inner workings of the organisation. It is only when both sides function together that an organisation can begin to reach its potential.
“A good offence is the best defence”.
Before your organisation has to deal with a crisis, stack your boardroom with competent and diverse individuals who can give you unique and objective insight into different aspects of your organisation. This could be the difference between “We just achieved record financials this quarter” and “We are sorry for the terrible event(s) that has occurred and we assure you that the involved parties will be held responsible”
About The Society for Corporate Governance Nigeria
SCGN is a registered not-for-profit organisation committed to the development of corporate governance best practices in Nigeria. Today, the Society is the foremost institution committed to the development and promotion of corporate governance best practices in Nigeria.