Is your expertise clouding your legal responsibility?

Our last article looked at the Directors bringing the right mindset to the table. But what about the right approach?

Directors want to make a positive contribution to their governance role on boards. To help shape the future success of the organisation.

Yet it’s a common trap for directors to speak from a narrower perspective. Possibly one steeped only in their own professional expertise or background or, worse, where they think they are here to “represent" one group of stakeholders.

With limited exception in for profit subsidiaries, there is no such thing as a representative director. One must act in the interest of the whole organisation and not just only from their own interest.

As subject matter experts, they can dive into the detail to showcase their value. Others can be prone to speak “at” their fellow directors.

It mistakes their role. The correct approach is to speak as a director first and as a functional expert second. Be an adviser to your fellow directors – they have the right to be advised, be heard, and get access to the right information.

The fiduciary responsibilities are clear:

“to act in good faith, in the best interests of the organisation as a whole and for proper purpose.

with the care and diligence of a reasonable person”

It is ok to speak with passion for an area BUT

  • Only speaking from one interest may be misusing their position to steer resources owned by the entire organisation to one narrow part.

  • Directors must engage on broader issues, other than just those in which they have expertise. They have the right to be heard and the obligation to participate. Otherwise, they are not participating in the whole ambit of their governance role.

Governance is about stewardship, and one needs to be careful of their own bias.

The telling questions then become:

  • Does your governance culture encourage “director first, functional expert second” distinction?

  • Do you have clear policies outlining this?

If not, you could be exposed, in which case you might want to book in a GovernRight Aware workshop.

Why not bring a group of your team, so all hear the same message? To develop your governance content in line with the Seven Pillars of Modern Governance and fifteen best practice outcomes.

To find out more about our Aware sessions click here or call 1300 228 862.