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Woodburn Mann has been involved in appointing Non-Executive Chairmen and Non-Executive Directors to the Boards of:

  • Major listed JSE Securities Exchange organisations
  • Private South African companies
  • Sub-Saharan subsidiaries of multi-national organisations
  • Section 21 Companies

When working with a Board to appoint a new Board Member Woodburn Mann works closely with the existing Board Members to find outstanding individuals who have an elevated level of integrity and show high ethical standards in their own behaviour.

The role of a Non Executive Director (NED) is to monitor executive decisions while remaining independent of the business and its day-to-day operations, and yet still maintain a high degree of understanding of the business. The main responsibilities of an NED requires that he/she:

  • Challenges and contributes to strategy development
  • Effectively monitors management's performance
  • Ensures that controls are in place; risk is effectively managed; and that financial reporting is accurate
  • Advises on appropriate levels of remuneration for executive directors
  • Plans for succession in key posts

 

The primary function of the Non-Executive Chairman (NEC) is to guide the Board. The Chairman should provide input on Board composition and, subject to Board and shareholders' approval, ensure that its membership is balanced in the context of good corporate governance practices. He/she should also influence the formulation of its agenda, organise its work efficiently, and guide its deliberations to reach sound strategic and policy decisions. The Chairman should be sufficiently available so as to act as a sounding board for and provide advice and counsel to the Chief Executive.

When considering taking up a NEC role it is vital for the NEC to understand the structure, style and developing needs of the business. Their role on the Board will also encompass: providing guidance on corporate governance matters; promoting investors' confidence; and spending significant time mentoring, developing and advising colleagues.

The ideal Non-Executive candidate has well developed critical thinking ability. She/he is a team builder who is empathetic and effective in interpersonal communications and must be able to encourage contributions from fellow directors, while also posing challenging and probing questions.

Increasing levels of boardroom regulation and risk have placed greater demands on NECs and NEDs. Before accepting an appointment a prospective NEC/NED should undertake their own thorough examination of the company to satisfy themselves that it is an organisation in which they believe and in which they will be well suited to working.

Questions they should ask of themselves include:

  • Do I have sufficient time and am I sufficiently committed?
  • Will I be able to make a contribution to this board?
  • Am I capable of analysing and assessing the company's:
    - management?
    - strategic vision?
    - risks?
    - competition?

The decision to accept a Board appointment must be made with a thorough understanding of the challenges and risks facing an NEC/NED.

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