This week, Akira Consult Limited through its Lead Trainer Patricia Wanjama was invited to train assessors by the Institute of Certified Secretaries, who on behalf of the institute shall be assessing organisations, who have submitted themselves to scrutiny, in the hope of being awarded for best governance practices in the Corporate Governance Awards in November 2024.

Anyhow, as part of our presentation, we came across global awards and of particular interest was the Governance Intelligence in the USA who are on their 17th Corporate Governance awards also to be presented in November 2024. Some of the rankings include: Best AGM, Best Board Evaluation tool, Best ESG policies, Best governance in a corporate transaction, Best shareholder engagement, best use of technology, outstanding work by an independent director etc.

That last part- ‘Outstanding work by an Independent director’ got us curious as to what would be evaluated and this was what was included; ‘The judges will be looking for governance-related achievements by a named individual, independent director. That might be in leading an initiative to enhance bylaws or the proxy statement, to engage with shareholders (perhaps around a proxy contest) or to push the company to enhance its ESG-related efforts’.

Historically the Independent director emerged as an addition to the organisation’s board in the 1980s as a response to the growing awareness of governance best practice As well, progressive boards are moving to having balanced boards with an increasing number of independent directors. This is the same position held by the Kings Code IV, which states that; ‘The governing body should comprise a majority of non-executive members, most of whom should be independent’

In Kenya, both the Mwongozo Code for State Corporations and the Capital Markets Code of Corporate Governance 2015 for public listed companies require that one third of their Board members must be independent members.

So who is an Independent Board member and should there be an award for them, what qualities apart from statutory qualifications would be considered winning qualities? The following qualities may apply:
1. The director conducts unbiased decision-making and always acts in the best interests of each organisation they serve without exhibiting favouritism;
2. Independence is moving from a state of being (your relationships and connections) to a state of mind- the ability to make unbiased decisions
3. It is a tough act- balancing all interests to achieve the greatest chance of success for all stakeholders
4. Independence can change- therefore it must be evaluated annually for continuing independence
5. Hold other directors and management to account and serve on committees that provide assurance on audits and compensation
Allow us to take a look at your Board and give you an independent view on whether your independent directors would win a global award!