Walford Cunningham & Hayes can provide guidance throughout the course of establishing an effective board for the organisation, providing highly experienced individuals for all board positions. As well as advising and drafting Director Induction programmes, Risk and Governance manuals, Letters of Appointment and Contracts as well as Prospective Director Due Diligence packs, to name a few key areas.
An effective board composition:
Company Secretary: Under the direction of the chairman, the company secretary’s responsibilities include ensuring good information flows within the board and its committees and between senior management and non-executive directors.
Non-Executive Directors should support the Chairman and executive directors in instilling the appropriate culture, values and behaviours in the boardroom and beyond. They should scrutinise the performance of management in meeting agreed goals and objectives. They should satisfy themselves on the integrity of information and that the controls and systems of risk management are fit for purpose, robust and defensible.
The Executive directors have the same duties as other members of the board, however, these duties extend to the whole of the organisation, not just to their individual executive roles. Such directors are often seen as, for example, the
Chief Executive Officer (CEO), who will hold a key relationship with the chairman and the Chief Financial Officer (CFO), with responsibility of delivering high-quality, timely information to the board on the position of the organisation. Executive Directors have the most intimate knowledge of the company and its capacities when developing and presenting proposals, and when exercising judgement, particularly on matters of strategy.
Senior Independent Directors: The senior independent director should act as the ‘sounding board’ for the chairman, providing support for them in the delivery of their objectives. In times of stress, this role is critically important, he/she is expected to work with the Chairman and other stakeholders to resolve significant issues, the board should have a clear understanding of when the
Independent Director might intervene, in order to maintain board and company stability. Typically, this appointment is made from an existing Non-Executive Director.
Good boards are governed by a good chairmen, their role is to create the conditions for overall effectiveness. The Chairman should demonstrate the highest standards of integrity and probity, and set clear expectations concerning the company’s culture, values and behaviours, the style and tone of board discussions.