By Abiola Ayankunbi
In the 16th century, a board was a table around which people gathered for important meetings. The word then changed in meaning from the piece of furniture to the important people sitting around it.
The Board of Directors or the Board is a group of people who jointly oversee the activities of a company. Profit businesses, non-profit organizations, and government agencies have a board of directors.
The shareholders of a public company choose the members of the Board. It is a must for every public company to have a Board of Directors.
A board of directors is essentially a panel of people who are elected to represent shareholders. The main difference between a private and public company is that the shares of a public company are traded on a stock exchange, while a private company’s shares are not.
It is legally required to install a board of directors; nonprofit organizations and many private companies while not required to also name a board of directors.
The structure, responsibilities, and powers given to a board of directors are determined by the bylaws of a company or organization. The bylaws generally determine how many board members there are, how the members are elected, and how frequently the board members meet. There is not a set number or structuring for a board of directors; it depends largely on the company or organization, the industry in which the company or organization operates, and the shareholders.
In the Nigerian media industry, the only quoted firm on the stock exchange is African newspapers of Nigeria PLC (ANN PLC), publishers of Tribune titles. Not withstanding, virtually all the media houses have Board of directors. Save for ANN PLC, board members of media firms are prerogative of the publishers who have assumed the role of hiring and firing at will. Appointments or nominations are tilted towards ethnic, religion and political colouration. This is regrettable.
It is widely agreed upon that the board needs to represent shareholder and owner/management interests and that it is usually a good idea for the board to include both internal and external members.
Accordingly, there is usually an internal director, a member of the board that is invested in the daily workings of the company and manages the interests of shareholders, officers, and employees and an external director, who represents the opinions and interests of those who function outside of the company.
The Managing director/Editor-in-Chief is like the Chief Executive Officer (CEO) who is the highest-ranking individual in a company or organization. He is responsible for the overall success of an organization and for making top-level managerial decisions.
What is worrisome is that the Board is not defined in the real sense of it because it’s impact is yet to be felt on the operations, especially now that the industry is struggling for survival or gasping for breath.
Virtually, all the Boards of the various media firms are assemblage of the publishers’ friends who grace occasions without having a binding say in the running of the enterprise.
Ordinarily, the Board should be concerned about the establishment of broad policies, hiring and firing of top executives, deciding on executive compensation, approval of annual budgets, appointing, supporting and assessing the Managing Director/Editor-in-Chief among other functions but the reverse is the case based on what is on ground. In fact, the present composition does not give room for the Board members to operate beyond the publishers’ wishes.
It has happened where a publisher summoned board members to a meeting and the board dissolved shortly after the meeting. Unfortunately, none of the members had inkling of the impending dissolution.
It must be noted that the law recognizes four types of directors viz: Executive director (he is involved in the daily running of the organization); non-executive director (he is not involved in the daily running of the firm); the managing director (he manages the affairs of the company on a daily basis); de facto director (he is an independent director) and shadow director (he is not named as a director but he directs the affairs).
Media industry is populated with non executive board members who do not have executive positions within the company. It is difficult to identify the type being practised by most media houses.
In some instances, some media houses’ boards are populated by aged people who have little or nothing to offer. They are too weak to attend meetings not to talk of withstanding the rigours of such meetings.
Some media houses have not held board meetings in the last one year. Besides, their earlier earned goodwill had dwindled and is of no benefit to the company.
Setting up board of directors is more or less a sort of ego boosting because the members cannot act beyond where they are permitted by the publishers. Meetings are not being held as expected; members mostly attend associated social events. Reached decisions are not binding except such are ratified or approved by the publishers. It is high time the right thing was done in order to achieve desired results.
Ayankunbi is MD/CEO at AbingMO3 Marketing Management Consultancy.
0802 305 1315
abiolaayankunbi@yahoo.com
