Corporate Governance

 

To follow the spirit of the Code to good effect, GBCNA board must think deeply, thoroughly and on a continuing basis, about its overall tasks and the implications of these for the roles of its individual members. Absolutely key in this endeavour are the leadership of the Chairperson of the board, the support given to and by the CEO, and the frankness and openness of mind with which issues are discussed and tackled by all directors.

The challenge should not be underrated. To run a corporate board successfully is extremely demanding. Constraints on time and knowledge combine with the need to maintain mutual respect and openness between a cast of strong, able and busy directors dealing with each other across the different demands of executive and non-executive roles. To achieve good governance requires continuing and high quality effort.

 

Section A: Leadership

        i. GBCNA should be headed by an effective board which is collectively responsible for the long-term success of the organization.

      ii. There should be a clear division of responsibilities at the head of GBCNA between the running of the board and the executive                   responsibility for the running of the GBCNA’s business.

    iii. No one individual should have unfettered powers of decision. The Chairperson is responsible for leadership of the board and                 ensuring its effectiveness on all aspects of its role.

    iv. As part of their role as members of a unitary board, non-executive directors should constructively challenge and help develop                    proposals on strategy.

 

Section B: Effectiveness

 

        i. The board and its committees should have the appropriate balance of skills, experience, independence and knowledge of the                 GBCNA to enable them to discharge their respective duties and responsibilities effectively.

       ii. There should be a formal, rigorous and transparent procedure for the appointment of new directors to the board.

       iii. All directors should be able to allocate sufficient time to the company to discharge their responsibilities effectively.

       iv. All directors should receive induction on joining the board and should regularly update and refresh their skills and knowledge.

        v. The board should be supplied in a timely manner with information in a form and of a quality appropriate to enable it to discharge              its duties.

       vi. The board should undertake a formal and rigorous annual evaluation of its own performance and that of its committees and                     individual directors.

      vii. All directors should be submitted for re-election at regular intervals, subject to continued satisfactory performance.

 

Section C: Accountability

 

        i. The board should present a balanced and understandable assessment of GBCNA’s position and prospects.

       ii.  The board should establish formal and transparent arrangements for considering how they should apply the corporate reporting and risk management and internal control principles and for maintaining an appropriate relationship with GBCNA’s auditor.

 

Frederick P.O. Muketi,

Pr. Eng., F.I.E.K., ACIArb, BSc. ME (UoN), MBA (UoN)

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