What makes a “good” Board Director?

Posted by Kathryn Maybury on Wednesday, 13 March 2024

A post by Kathryn Maybury | Managing Director | KOMSEC Limited | Company Secretarial Services | Corporate Governance | Compliance |

Tel: +353 (0) 1 2107595 Email: kmaybury@komsec.ie

 

There has been so much discussion in recent months about the make-up of a Board, the qualifications and abilities of it’s members, and Chairperson. Let’s take a moment to focus on the Director, we will focus on the Chairperson in our next blog.

Being a Director should be challenging, interesting and bring value to all involved – you, the Board, the Company, its employees, and shareholders.

The Fiduciary duties of a Director are clearly laid out in S.228 Companies Act 2014. The problem for a number of people (whether already a Director or just thinking about it) is how to translate the various duties and legislative requirements into being a useful and practical Board Director.

Finding the right fit is very personal. For example, there is no use being a Director of a manufacturing company if manufacturing bores you rigid! Likewise, you have to ask yourself if you can bring anything of value to a Board where you do not respect or like your fellow board members.

Any Director should consider the basics:

• common sense

• corporate governance

• frequency of meetings

• agenda

• decision making and implementation of same

• do you ever listen to yourself, e.g. do you talk too much, too little, have difficulty expressing your opinion, could you be perceived as being belligerent or a pushover; and

• interaction with Management Team, staff and shareholders.

The above is particularly important for individuals who have been acting as Director(s) for quite a while. We can all fall into the trap of becoming stale or set in our ways. Why not consider:

• carrying out additional training

• how long have you been a Director?

• are the reasons you wanted to become a Director still valid or, if they have changed, have you changed with them?

• would you like to do more within your role, e.g. act on one of the Board Committees?

• how much capacity do you have for considering taking on additional directorships?

Take a few minutes out of your day to think about yourself. Part of being a good Board director is being engaged in the process in the most effective manner possible. Try to find your own personal enjoyment and challenge in a role where we can see the impact and relevance of our actions.

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