GIVE CEOs FREE HAND

Page 7: Daily Graphic, March 2, 2012. THE duties and responsibilities of boards of directors are often spelt out in their offer letters or by the general rules of the organisations they are supposed to superintend. Unless explicitly determined as an executive board, members of boards are expected to establish broad corporate policies and objectives, selecting, appointing and reviewing the performance of the chief executive and his management team. Boards of directors are also expected to ensure effective organisational planning, serve as courts of appeal and assess their own performance, among other powers, duties and responsibilities delegated to or conferred on them by the appointing authority. In recent times, there have been a number of stories making the rounds on the activities of some board members who do not only take up offices but also interfere in the day-to-day administration of the institutions they are supposed to supervise. This behaviour has made some chief executive officers timid in the discharge of their duties. Such is the case of interference and abuse of the powers of boards that the Minister of Health, Mr Alban Bagbin, has proposed the dissolution of the board of directors of the Korle-Bu Teaching Hospital. In fact, some board members of the hospital rallied behind the minister and called for immediate action to save the hospital from a bad situation. That is why we find the call by the Minister of Water Resources, Works and Housing, Mr Enoch T. Mensah, on chairmen and members of boards of directors of state institutions to stop interfering in the day-to-day administration of the institutions. We believe the President has good reasons in appointing people to the various boards and not as chief executive officers or management members of state institutions. If a member of a board feels that he or she is better positioned to serve in a management position, the best option is to withdraw from the board and apply for a vacant position. It is unacceptable for board members to usurp the powers of chief executive officers of state institutions when there are substantive officers. Who, then, determines or assesses the performance of a chief executive officer, especially when the board chairman and other members of the board unofficially take up offices and micro-manage the institutions as if they are in charge? The situation is even worse when such board members further demand the payment of allowances and draw other privileges earmarked for permanent members of staff of those institutions. The Daily Graphic believes that board membership is a non-executive position which must be respected as such, so that board members can use their positions to determine good corporate governance, instead of taking over the management of organisations. Recognising their duties as non-executive director will enable board members to provide guidance towards the attainment of corporate goals. It will also enable the boards to serve as genuine courts of appeal in cases of redress, as well as eliminate the needless conflicts between board members and the executive management. Strict separation of powers must be respected at the corporate level to ensure effective management of organisations.