Death by poor governance, part 1

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I used to sit on the Board of a certain institution which I am not at liberty to disclose for confidentiality reasons.

I served on the board for three years to April 2015. Looking back, this was a classic dysfunctional board as it was more about debate, brainstorming and figure pointing at the executive and less of decision making. It was normal practice for members to receive board papers on the same day of arriving at the meeting, and where board-papers had been disseminated in time, members read the board briefs as the meeting progressed.

Seemingly easy decisions took time dispose of.

The target for most members was to have more meetings (as this meant more allowances) at the expense of improving the business. We were 15 board members, of which 10 were non-executive directors. I was also the company’s audit committee chair.

Of the 10 NEDs, I was the only one below 40 years, at the time of my exit. All of the folks were aged 55+.

Also read: Boardroom politics killing institutions in Uganda

This lack of diversity in terms of age had own challenges, some are highlighted below.

  1. Although Internal Audit reports showed the company was losing over US $8,000 monthly average to fraud, there was no clear strategy to mitigate the problem. Internal audit was not resourced and empowered with the right tools and skills to undertake independent review of the institution’s ICT security posture. And the IT guys know that Internal Audit does not know anything IT. Considering majority of the reported frauds were IT related, the problems could have been internal than they thought! I suggested the company empowers the internal audit team with tools and practical training and got resistance that they prefer outsourcing the function. And so you’ve an outsourced firm being paid over the roof for a one-off job which your internal audit team would easily accomplish monthly if provided with half of the fees paid to the external firm to procure critical training and analytical tools.

How can an internal audit of this day and age ask “for a print out of an audit log?” in a highly computerized company?

  1. Many of our board meetings were ‘brain storming sessions’ instead of decision meetings. Management would not give you the options available and the decision they needed the board to take and justification for their recommendations. They wanted board members brainstorm the problem, collect data, generate options, evaluate each option, recommend and decide – all in one meeting! That would become a day of listening to everyone’s commentary on the issue and it became so boring as folks would say things that revealed their stupidity and lack of attention to detail. You have a Board meeting that takes eight hours only to end without a common position.
  1. Lots of tea and eats. The frequency of the Board meetings was increasing. Meetings turned into sort of get-together parties. Members would spend a lot of time at the lunch break. After lunch, it was common to see members dozing off. At one of the meetings a member begun snoring; just a few minutes of resuming the board meeting after lunch.

 I got to realize that the Managing Director made the Agenda such that contentious issues are intentionally delayed later in the meeting after folks have had heavy lunch.

 By the time the serious issues come up for a decision, everyone is tired and wants to go. They just say, “pass” by nodding in unison. 

It is common to admire a role on the board until one gets the opportunity.


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