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By ZimCode Secretariat—

Chapter 3 of the ZimCode addresses the Board of Directors and Directors, and section 114 up to section 120 specifically addresses the role of the Chairperson of the board. Section 120, paragraph (d) highlights that the Chairperson ‘ensures that board members operate as a team but without discouraging creative tension between them which allows for effective debate,’ and paragraph (m) notes that the chairperson should ‘discourage intellectual naivety and encourage intellectual honesty among and between members in board discussions, reasoning and decision making’.

The core mission of the board is to provide strong oversight and strategic support for management’s efforts to create long-term value.

This is achieved under the guidance and leadership of the chairperson. The chairperson’s role is important for every corporate because he/she has to cultivate an enabling environment in which decisions that benefit the company can be made.

Most of the crucial discussions are made during board meetings and it is imperative to understand the quality of the interactions among the participants, “boardroom dynamics” that can influence how the company is being directed.

The board is comprised of diverse people in terms of expertise, experience, age, gender, race and so forth.

All these factors can influence how participants perceive issues and engage in discussions. It follows that boardroom discussions have to be managed in a professional manner that ensures that everyone plays their role to their optimum ability and at the same time re-creating a culture of constructive debate that can benefit the company.

This requires a great mastering of the board room “intangibles” such as attitude, behaviour, trust and candour; which cannot be “touched” but can certainly be felt and with huge potential for the board to gain traction or to get bogged down.

Board chairpersons have a special responsibility to ensure that the crucial ingredients to healthy board room dynamics which includes monitoring the “intangibles” is alive and well.

The board members’ attitudes, behaviours, aspirations can be an impediment to the success of the board. It is the duty of an individual director sitting on that board to make a personal decision and choose what their attitudes, behaviour and candour will become.

These board processes have an important relationship to board effectiveness and corporate performance, even more important than board structure.

Having a positive attitude towards board deliberations as well as towards other board members is crucial for every board. A positive attitude brings optimism and motivates the team towards success.

Board meetings become more interesting; creative and constructive thinking is promoted and there is motivation to do things and accomplish goals.

A positive attitude enables board members to be curious, diplomatic, disciplined, engaged, and proactive. However, a negative attitude creates a hostile environment that kills even the smartest idea in its infancy.

If attitudes reflect the manner in which one thinks, behaviours reflect the manner in which they then act. There is a strong connection between the two.

Cultivating positive attitudes is an important first step toward harvesting the positive behaviours needed for strong corporate governance. Good and bad behaviour in the boardroom is fairly easy to recognise.

When directors in the board are constantly making excuses for a myriad of things, preoccupied with themselves, are easily offended, are defensive if their point of view is challenged, attempt to manipulate others and often criticising anything that is not what they want; then you know the board meetings will be counterproductive.

Candour is one of the ingredients that seem to be scarce on many boards. Candour is the kind of open and respectful exchanges that can emerge when positive attitudes drive positive behaviours.

Constructive candour requires trust.

When board members and management trust each other, speaking out can occur when speaking out needs to be done. Yet it can be done without a sense of confrontation.

With trust, boards can challenge management and, if necessary, disagree openly. But when the boardroom “temperature” is not right any degree of candour is seen as an attack and everyone wears their ‘bullet proof’.

Board members can become disrespectful to each other and too much conflict can cripple board effectiveness as members will get trapped in crippling conflict without producing any meaningful results for the company.

The board chair should make effort to understand the different personalities around the boardroom table and getting to know them at a personal level such that when turbulent situations arise he/she can handle it with wisdom.

The board chair should set the right tone in meetings and when members digress they should be advised maturely.

It is the duty of the board chair to “whip people into line” by ensuring that the “problem child(ren)” in the board are dealt with according to set standards and agreed protocols, depending on the gravity of the matter.

Priority should be given to creating a friendly environment in the board because the success of all deliberations depends on it.

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