A board of directors oversees the activities of a company and is made up of individuals with relevant expertise. They play an important governance and oversight role. Different types of boards include policy boards, collective boards, and working boards. Effective boards are team-oriented, independent, and encourage open discussion to achieve results. Board performance should be regularly evaluated to assess achievement of objectives, skills, and individual member contributions.

1. Effective Board
Performance
By Prof. Waswa Balunywa, PhD
Prof.WaswaBalunywa,PhD

2. What is a Board of Directors
• A group of individuals who over see the
activities of a company
Different names of Board
• The Board
• The Board of Governors
• The Board of regents
• Board of Trustees
Prof.WaswaBalunywa,PhD

3. Why Board of Directors
• Growing size of business leading to separation
of management from ownership
• Need for expertise in management
• Need for independent views
• Oversee activities of the organisation
• Control business activities
Prof.WaswaBalunywa,PhD

4. Different Types of
Organisations
Private sector
• Private limited company
• Public limited company
• NGO sector
Public Sector
• Productive government Enterprise
• Regulatory Enterprises
Prof.WaswaBalunywa,PhD

5. Different Types of Boards
• Policy Governance Boards
These exclusively set policies and are unlikely to have
committees because their staff perform their work.
• Policy Boards
These exclusively set policies and are unlikely to have
committees because their staff perform their work. But
they also have committees.
• Collective Boards
A group of like minded people who work towards a specific
goal. Members share responsibility for policy, management
and operations. They tend to be in NGOs
• Working/Administrative Boards
Provide policy and general direction. They also have board
committees that do work e.g commission
Prof.WaswaBalunywa,PhD

6. The Role of the Board
• Approve goals and strategies
• Appoint CEO and determine compensation
• Ensure availability of financial resources
• Approve annual budgets
• Ensure compliance with laws and regulations
• Ensure organization is supplied with right staff
• Monitor and control
• Identify and manage risk
• Represent interests of stakeholders
Prof.WaswaBalunywa,PhD

7. Risk Function
• Establish different types of Risk
• Establish the levels of Risk
• Establish how to measure the risk
• Establish how to mitigate risk
• Monitor and manage risks
Prof.WaswaBalunywa,PhD

8. Control Function
• Establish an audit committee
• Appoint some internal Audit staff
• Approve Financial Controls
• Ensure Compliance with relevant laws, regulations and
codes
• Monitor and evaluate goals, policies, plans and strategies
Prof.WaswaBalunywa,PhD

9. How are Boards are
Constituted
Depends on the law establishing the
company
• Take care of interests of different
stakeholders
• constituteTeam of different experts
relevant to the business
• Political interest of founders or
government
Prof.WaswaBalunywa,PhD

10. Board Committees
Depends on types of the Board
• Finance committee
• HR committee
• Audit Committee
• Capex committee
• Technical committee
Prof.WaswaBalunywa,PhD

11. Role of Board Committees
Vary from type of Board
• To undertake detailed scrutiny of the
business
• Enables Board have detailed review of
specific issues
• To get expert skills to deal with an issue
Prof.WaswaBalunywa,PhD

12. The Board and Management
• These are distinct organizations
• The board does NOT manage the
company
• Management does day to day work
• Board does strategic operations
Prof.WaswaBalunywa,PhD

13. What is an Effective Board
One that achieves results
• Team oriented
• Independent
• Has culture of trust
• Encouraged open discussion
• Attempts to build consensus
Prof.WaswaBalunywa,PhD

14. Who are Stakeholders
These are people with interest in or who are affected by the
operations of the company
These include;
Shareholders
Management
Creditors
Government
Consumers
Legislators
General public
Prof.WaswaBalunywa,PhD

15. The Business of the Board
• Financial Reports
• Report of C.E.O
Prof.WaswaBalunywa,PhD

16. Skills required by Board
members
Board provides leadership and
members require central skills to
effectively manage after of the company.
Some are specialized, others are general;
• Leadership skills
• Financial analysis
• Specific technical skills
Prof.WaswaBalunywa,PhD

17. Leadership skills
• Management of teams
• Conflict management
• Ability to communicate effectively
• Social skills (emotional intelligence)
Prof.WaswaBalunywa,PhD

18. Financial skills
• Ability to interpret financial statements
• Ability to ask financial control
• Specific technical skills e.g engineering,
marketing
Prof.WaswaBalunywa,PhD

19. Meetings of the Board
• Meetings should be frequent as by law
• Adequate preparations and notice
• Papers circulated in advance
• Reports written with adequate information
• Involvement of all members
• Avoid domination by Chair
• Avoid overly long meetings
• Agree on rules on how to behave during meetings
Prof.WaswaBalunywa,PhD

20. Performance Evaluation
Board should undertake annual
evaluation of;
• Full Board
• Committees
• Individual members
Prof.WaswaBalunywa,PhD

21. Objective of Evaluation of
the Board
• Assess how board is performing
• Whether objectives are being achieved
• Board contribution to goal setting,
strategy, risk taking
• How the team is performing
• Assess skills of the Board
Prof.WaswaBalunywa,PhD

22. Objectives of evaluating
Individuals
• Whether the individual is contributing
effectively
• Whether the individual is committed to
the Board
• Whether the individual is the right
person to sit on the Board
Prof.WaswaBalunywa,PhD

23. Wh0 Evaluates
• External third party may conduct the
evaluation
• Non-executive member should evaluate Chair
• Outsider can be engaged to evaluate Chair
• Chair can evaluate individual members
• Peer Evaluation
Prof.WaswaBalunywa,PhD

24. What to Evaluate in a
Board
• Performance against the set objectives
• Contribution of Board to goal and strategy
setting
• Board management of risk
• Responsiveness of Board to organizational
challenges
• Relationship of board with management
• Conduct of meetings
• Composition of skill set of the Board
• Effectiveness of committees
Prof.WaswaBalunywa,PhD

25. What to Evaluate in an
Individual
• Commitment of members through attending
meetings and contributing to Board
• Their preparation for meetings and quality of
the constitution
• How they examine the knowledge and
expertise is handling board matters
• Their continued interest in different board
matters through research, study and
readiness to debate
• Relationship with fellow board members
including communication, respect etc.
Prof.WaswaBalunywa,PhD

26. Role of Chairman
• Ensure success of organization by achieving goals of the
organization
• Cause business of meetings to be availed in time, setting
agenda, giving notices, availing paper in a timely manner
• Conduct of meeting of Board to ensure participation of
members, taking solid decisions and follow-up decisions of the
Board.
• Manage relationships among board members and between
board and management
• Ensure high standard of integrity, open communication and
compliance with corporate governance standards.
Prof.WaswaBalunywa,PhD

27. Board Room Behaviour
• A clear understanding of the role of the board
• A common vision
• Independent thinking
• Rigorous Debate
• A usage of appropriate knowledge texture
• Team work
• Respect for colleagues
Prof.WaswaBalunywa,PhD

28. Disqualification of a
Board Member
• Become of unsound mind
• Become bankrupt
• Is convicted of an offense of a criminal nature
• When disqualified by a professional qualification where
he is a member with a professional body.
Prof.WaswaBalunywa,PhD