1. CAPACITY BUILDING PROGRAMME ON BOARD INDUCTION AND EVALUATION
3RD AND 4TH MARCH 2017 By
Jackson K Maingi

2. Introduction to Board Induction

3. Board Induction
Introducing new Board members to the operations of the organization.
Letting the new Board members understand what is expected of them.
Letting new board members understand their responsibilities.
Letting new Board members understand their fiduciary duties.
Letting new members understand their strategic and leadership roles.
Letting new members understand their liabilities

4. Board Induction Typical documents for induction
The constitutive documents
Board Charter
Board workplan
Strategic plan
Risk Management framework
Various policies and processes of the organization
Organization structure
Succession planning

5. Board Induction - Roles
The Chairman is responsible for ensuring Board members are properly inducted
The Corporation Secretary assists the Chairman and CEO in organization for Board Induction
The Chairman is also responsible for ensuring Board members have a Continuous capacity development during their tenure.

6. Board induction – understanding Board cycles
From the work plan:
When is the Board Evaluation going to take place
When is the strategic plan going to be reviewed
When is the Risk Management framework going to be reviewed
When are Board meetings scheduled
When are Board Committees scheduled
When is the AGM going to be held
etc

7. General Principles of Corporate Governance and Boards Practices

8. Best practice governance
Benefit – best practice governance as a business facilitator and not a business killer. The value proposition – maintain and grow the legitimacy, credibility and capability of the company to deliver the business plan and strategy
Failure – failure to perform at a satisfactory level can carry negative consequences. Behavioural change in the Boardroom will also be driven by taking account of directors’ duties, responsibilities and potential liabilities

9. Pillars of good corporate governance
Ethical conduct
There should be honesty, openness, integrity, trustworthiness and fairness in all transactions
There should be a commitment to the spirit as well as the letter of laws, rules, regulations, norms and traditions
Service should be for the benefit of primary beneficiaries and not to self
Leadership should be by example
Accountability
Management should be accountable to the Board
Board should be accountable to shareholders
Independence
Procedures & structures are in place to minimize or avoid completely conflicts of interest
There are independent directors & advisers; free from the influence of others
Transparency
There is timely and accurate disclosure of all material matters, including the financial situation, performance, ownership and corporate governance

10. Pillars of good corporate governance (contd)
Efficiency
Resources are managed for optimal benefits
Natural resources are conserved
Predictability
There are clear policies, rules and regulations delineating how things should be done
Role definitions are clear and known in advance
Projected results are realistic
Fairness
Shareholders (members) rights are protected
All shareholders (members) including minorities are treated equitably
An effective redress mechanism for violations is provided
Participation
Stakeholders (employees, general public, others) are given the opportunity to participate in solving the problems of the SACCO by giving opinions or voting.

11. Directors Responsibilities under Company’s Act No. 17 of 2015

12. Directors Responsibilities under Company’s Act No. 17 of 2015
A director of a company shall act within powers.
A director of a company shall act in accordance with the constitution of the company
A director of a company shall only exercise powers for the purposes for which they are conferred.

13. Directors Responsibilities under Company’s Act No. 17 of 2015
A director of a company shall act in the way in which the director considers, in good faith, would promote the success of the company for the benefit of its members as a whole, and in so doing the director shall have regard to
(a) the long term consequences of any decision of
the directors;
(b) the interests of the employees of the company;

14. Directors Responsibilities under Company’s Act No. 17 of 2015
(c) the need to foster the company's business relationships with suppliers, customers and others; (d) the impact of the operations of the company on the community and the environment; (e) the desirability of the company to maintain a reputation for high standards of business conduct;

15. Directors Responsibilities under Company’s Act No. 17 of 2015
A director of a company shall exercise independent judgment.
A director of a company shall avoid a situation in which the director has, or can have, a direct or indirect interest that conflicts, or may conflict, with the interests of the company.
A person who is a director of a company shall not accept a benefit from a third party if the benefit is attributable -
to the fact that the person is a director of the company; or
to any act or omission of the person as a director.

16. Group Exercises
Design a Board induction program and indicate some of the items required to facilitate the process.
What are the fiduciary duties of directors and how are they captured in the Company’s Act No 17 0f 2015?

17. End of Session on Introduction to Board Induction
Q & A
End of Session on Introduction to Board Induction