BEHAVIOURS, SYSTEMS AND SUPPORTS
The Board is not simply a group of individuals. It needs to work together if not as a team as a group which is clear about roles and relationships. It will need support from individuals and systems which provide information, analysis, assurance and identification of risk.
1: Behaviours Good board governance cannot be legislated for but can be built over time. The best bets for success are:
- A climate of trust and candour in which important information is shared with all board members and provided early enough for them to digest and understand.
- A climate in which dissent is not seen as disloyalty and in which mavericks and dissenters are not punished.
- A fluid portfolio of roles for directors so individuals are not typecast into rigid positions on the board.
- Individual accountability with directors given tasks that require them to inform the rest of the board about issues facing the organization.
- Regular evaluation of board performance
- A focus on strategic decision-making.
- Board members who trust each other and act cohesively / behave corporately.
- Constructive challenge by board members of each other.
- Effective chairs who ensure meetings have clear and effective processes.
- Attempts at Improving Board Effectiveness.
Behaviours determine the actions of the organization and are a vital element of good governance. Some behaviours are expected and prescribed, others reflect experience, styles and etiquettes adopted or learnt.
2: Good Governance Standard Good Governance Standard consists of the following:
- Focusing on the organization’s purpose and on results
- Performing effectively in clearly defined functions and roles.
- Promoting values for the whole organization and demonstrating the values of good governance through behaviour
- Taking informed, transparent decisions and managing risk.
- Developing the capacity and capability of the governing body to be effective
- Engaging stakeholders and making accountability real.
3: The only way to be sure that Corporate Officers do the right thing is to keep an eye on them, to challenge them, to hold them to accountable and, above all, to take part in them. Top Management should draw Codes of Conduct or Professional Ethics incorporating the following principles, and that internal systems for maintaining standards should be supported by independent scrutiny. The Seven Principles of Good Management:
- Selflessness: Corporate Officers should take decisions solely in terms of the company’s interest. They should not do so in order to gain financial or other material benefits for themselves, their family or their friends.
- Integrity: Corporate Officers should not place themselves under any financial or other obligation to outside individuals or organizations that might influence them in the performance of their official duties.
- Objectivity: In carrying out business, including making appointments, awarding contracts, or recommending individuals for rewards and benefits, Corporate Officers should make choices on merit.
- Accountability: Corporate Officers accountable for their decisions and actions to the stakeholders and must submit themselves to whatever scrutiny is appropriate to their office.
- Openness: Corporate Officers should be as open as possible about all the decisions and actions that they take. They should give reasons for their decisions and restrict information only when the wider interest clearly demands.
- Honesty: Corporate Officers have a duty to declare any private interests relating to their duties and to take steps to resolve any conflicts arising in a way that protects the interest.
- Leadership: Corporate Officers should promote and support these principles by leadership and example.
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