The principal responsibility of any director is to look after the company's assets and to run the company in a way that will prove most profitable and successful for the benefit of its shareholders. According to Derek Higgs, an expert in this area, the board's role is also to provide entrepreneurial leadership of the company within a framework of prudent and effective controls which enable risk to be assessed and managed.
To be a director, one must possess a thorough understanding of corporate governance and fiduciary responsibilities and the overall legalities of the position of director. Recent history would show that some of Ireland's directors – and indeed their global counterparts – often paid nothing more than lip service to these statutory obligations and sadly we have seen the corporate debris such actions caused. The same mistakes cannot be allowed to happen again.
Once appointed director and having gone through what should be a rigorous assessment process, continual personal assessment and company performance analysis – the most vital of health checks – should be mandatory. This is basic best practice for any role but vital for those who are charged with decision making at the highest levels.
We should also look at non-executive directors who have been prepared to challenge the status quo with respect to corporate governance and fiduciary responsibility. Best practice would firstly dictate the establishment of the particular skills that are required on individual boards. What core competencies are needed?
What is the function of the non-executive director? This is somebody who does not have a contract of service with the company and usually serves on a part-time basis only. The non-executive director does not have any management function in the running of the business, other than assisting in the deliberations of the board and challenging the management on best practice. However, the legal powers and duties are identical to those of executive directors. The non-exec has a duty to keep him/herself aware of the business and financial status of the company.
When it comes to the evaluation process, non-execs should regularly appraise their individual skills, knowledge and expertise, and determine whether further professional development would help them develop their expertise and fulfil their obligations as members of the board.
A board performance appraisal gives the chair the information and authority to manage the board more effectively, allowing the chair to identify and address the strengths and weaknesses of the board and consider whether the board has the right balance of skills. If not, appropriate steps should be taken and if it becomes evident that a new appointment is not working, Higgs believes there should be an early "blame-free" resignation.
Some of the critical director-level appointments in the past year have, perhaps, smacked of the parochial. Time and again, one questions just how wide the collective corporate nets have been thrown to identify suitable people to appoint to the various boards. With the same names appearing so regularly we can only wonder now many international Irish executives living and working abroad have been considered for these crucial directorships? That's not to say some of the recent appointments wouldn't get my vote – they would. But with such an expatriate wealth of experience available, are we really sure we're getting the very best and brightest?
To restore excellence in the boardroom and the reputation of Ireland Inc, we owe it to ourselves to take a global rather than just a local view.
Barry O'Connor is managing partner with MERC Partners, Ireland's largest executive head hunting firm