Helping directors stay ahead of the game

The financial services industry was consolidating after the worst global financial crisis in more than 75 years when Imran Furkan, FCMA, CGMA, joined the board of a Sri Lankan financial services company in 2011 as an independent, nonexecutive director and the board's youngest member. In the years since, he has tried hard to provide the kind of leadership he believes is necessary for board members to help businesses flourish in the face of globalisation, automation, and rapid change.

The company, founded in 1978, had grown slowly and steadily by the time Furkan joined the board, mostly by taking deposits and issuing loans. Its directors were risk-averse and reluctant to invest heavily in digital technology. When a competitor looking for investments in an industry set for rapid growth offered to acquire the company, the management was excited, Furkan said. They felt held back by the board and wanted to become part of a company that was growing faster. Furkan argued in favour of selling, and his fellow directors agreed. The deal was completed in 2014, turning the company into a subsidiary of its more aggressive competitor.

"I've always been somebody who's advocated being disruptive before you are disrupted," he said. "I've always been for trying out new business models or even acquisitions or a little more aggressive approaches, provided it can be backed up by the appropriate systems and processes."

Now, Furkan is CEO of Tresync, a consulting business that specialises in corporate governance, particularly strategic and business model changes. Tresync is based in Singapore and employs about 20 people full time across Asia Pacific.

Furkan has served on corporate boards of private and public companies for more than a dozen years. He also sits on corporate advisory boards, which are common in Australia and Europe and provide insights to corporate directors and top management.

Tactics that keep board members on their toes

High-performing boards are rarely the result of chance. That's of particular relevance to CFOs, who are increasingly taking on strategic responsibilities and becoming more valuable as candidates to serve on boards. To assemble and maintain a highly effective board, Furkan suggested five basic tactics that are also championed by executive recruiters, researchers, and consultants.

Accountability

A rigorous annual performance evaluation by an external third party provides a reality check of a board's effectiveness. The evaluation should answer questions such as: Has the board as a group met its targets? How do its practices compare to corporate governance standards and board practices of comparable organisations? Is the board responsive to shifting competitive landscapes and stakeholder views? How do the board's collective strengths and skills measure up to the organisation's long-term goals?

Boards should initiate the performance evaluations. Shareholder resolutions can address persistent failure to do so.

Board performance evaluations should include self-assessments by individual directors. If done right, the evaluations can help the board identify competency gaps and blind spots and mitigate them before problems arise.

Diversity

A diverse board is made up of directors who are of different genders, ethnicities, and ages, and have different experiences. Research suggests that social and professional diversity generates diversity of viewpoints, perspectives, and opinions, which in turn encourages open dialogue and discussion. But recruiting new board members without emphasis on skills and expertise raises concerns of tokenism.

Refreshment

Furkan is unapologetic about the need for boards to regularly refresh. It takes about three years for directors to understand a company, its corporate culture, and the industry's business cycle, he said. After five years on the board, members should be replaced by new directors with fresh perspectives, he suggested. "Board rotation is critical. I'd say nobody should be on a board above seven years except maybe the chief executive. That's a point at which it should all change."

Board members' average tenures vary greatly across the world, partly because of regulatory requirements in some countries, linking board tenure to independence. In 2018, boards in Brazil, Norway, Japan, South Korea, Sweden, the Netherlands, and Italy had the highest turnover, with 50% or more of directors serving three years or less, according to Institutional Shareholder Services. Boards in Singapore, Mexico, the US, Switzerland, Thailand, India, and South Africa had the lowest turnover, with 60% or more of directors serving longer than three years.

Getting the mix of directors with longer and shorter tenures right can be tricky and varies by company. Research suggests the right balance can help lower a company's exposure to risk and increase performance.

Outside advice

Corporate boards have long relied on external resources such as expert advisers from academia, consultancies, or law firms to help with critical decisions. Some companies have advisory boards whose members assist the board of directors but have no fiduciary responsibility.

Subject-matter expertise may reside in small organisations, may require second and third opinions, and may not automatically lead to large follow-on investments, Furkan said. To improve cybersecurity, for example, an organisation may be required to perform a risk assessment of processes and procedures rather than just installing new software. "One of the biggest causes of breaches are humans," he added. Changing employees' habits to improve password protection may end up being more important in reducing the risk of a cyber breach than merely installing a new software package.

Continuous education

Directors must understand the role corporate governance plays and what regulations they need to follow. They need to work together as a group and provide leadership for the company to survive crises and succeed in the long term. Continuous education and training are available to board members to help them fulfil these responsibilities. But it's also important for directors to be curious and willing to keep learning on their own, Furkan said.

Board members whose professional expertise is in other industries and directors who are industry insiders need to stay up to date with the latest trends to which the business is exposed, he said. "What's happening in the industry or with the technology? Are you preparing yourself for issues about to face the industry? That's critical to do for your own self."

Sabine Vollmer is an FM magazine senior editor. To comment on this article or to suggest an idea for another article, contact her at Sabine.Vollmer@aicpa-cima.com.