Once upon a time many, many years ago I was an executive director in a bank that had foreign shareholders from different jurisdictions. Consequently, the quarterly board meeting season was a whirlwind week full of back to back board committee meetings starting on Monday, that culminated into the main board meeting typically on the Thursday of the week. Friday would find many of us flat out on our beds in sheer exhaustion, the most tired person being the company secretary who would have had to produce meeting summaries from each committee session that would have to be tabled to the full board. By Thursday morning the company secretary was a strong candidate for taking on a zombie role in the Walking Dead television series. Why were the meetings structured this way? Since a number of the non-executive directors would be flying in from other jurisdictions, it made paradoxical sense to schedule all the board committee meetings and the board meeting back to back to make more efficient and economical use of director time. The paradox in this case was that it led to rushed committee meetings to ensure that one committee session didn’t eat into the time of another that had cross membership of directors. As a result some items on the agenda were skimmed over, which defeated the purpose of committee meetings that are primarily created to undertake a deeper dive into subject matters that could weigh down a main board meeting.

The main beneficiary of this inefficiency was of course the management. By structuring the agenda in a certain way, we could ensure that “difficult” topics were placed towards the end, when discussions would have to be expedited in order for the meeting to be concluded within the allocated time slot. But one of the foreign directors was a fairly astute gentleman who read the committee packs with a hawk’s eye, appearing at meetings with multi-colored page stickers on the pages that he had highlighted sections in felt tip which he would draw everyone’s attention to. When we once attempted to reduce the bulky board packs using more visual charts and less narrative, he vocalized his contempt in a stinging rebuke saying that we were trying to conceal some facts and he did not see the issue in the reams and reams of paper of mind numbing operational detail that had to be produced every quarter. Well that brought a screeching halt to our attempts to de-bulk the pack.

The key role for a good board is to provide oversight, insight and foresight. The oversight role is buttressed by the fiduciary role that board directors play whether in public, private, state owned agencies or not for profit institutions to exercise a duty of care to the organization’s stakeholders over the manner in which the organization is delivering its mandate. The insight role requires board directors to partner with management helping them to perhaps see past the blinkered view management may have of the organization’s business by bringing their own experiences and perspectives from their professional and personal lives as customers. Management benefits from getting a wider horizon on the impact operational decisions may be having and constructive challenge as well as positive builds on decisions being made and executed. The foresight role is one of the most critical, as it requires board directors to keep management on its toes in terms of the strategic future of the organization. Directors have to ensure that management does not get bogged down in the day to day operations of the organization while losing fundamental sight of how the ground is shifting under their feet. Longevity of the institution is a director’s responsibility as management might often focus on short term objectives that meet their annual bonus desires rather than long term objectives that ensure the organization is still standing and relevant in the next decade.

Our board at that time long, long ago was heavily focused on its oversight role. So much so that there was minimal time spent on providing insights nor foresight on where the organization should be headed. The board and committee agendas were designed specifically to fulfil that role and subsequently the institution jogged on the spot for a long time while competitors pivoted and thrived as they broke new frontiers in banking. A board, through a good agenda setting, should always ensure that it strikes a healthy balance between looking in the rear view mirror and steering the vehicle to a successful future. You can never reverse into a glorious future!

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Twitter: @carolmusyoka