Board Refresh, page-183

Anyone seeking to successfully mount a case against one or more directors should find the information below of value.

The Australian Institute of Company Directors has useful guides on the structure of corporate governance, including the roles expected of executive and non-executive directors. They are worth reading, particularly those that distinguish the BOD from Company Management.

A couple of relevant extracts:
“The directors rely on management to manage the corporation. The board does not expect to be informed of the details of how the corporation is managed.”

“In contrast to the managing director, non-executive directors are not bound to give continuous attention to the affairs of the corporation. Their duties are of an intermittent nature to be performed at periodic board meetings and at meetings of any committee of the board on which the director happens to be placed.”

I refer to these because I have the impression that some posters believe the non-executive directors should be assisting TK, as the only executive director, with operational aspects of the business. This is not the case. In fact, doing so would conflict with his function as CEO and head of management, leading to tensions that are counterproductive.

Because a non-executive director’s role is restricted to meetings of the BOD, the only people in a position to assess their performance are fellow directors. This should fall to the company Chair. Shareholders are not in a position to make that judgement.

Further, I think arguing that a director should be replaced simply because they don’t own company shares would be unlikely to gain the support of professional and institutional shareholders (and others).

I share the view that TK is working his b* off and requires more assistance. This I think has arisen because the range of available opportunities is too large for the current size of higher management to handle efficiently.

My opinion is that the company structure needs to expand at the operational management level for this purpose. I notice positions for two Product Managers and a Regulatory Affairs Associate are currently open, so expansion is occurring.

Causing a distraction by calling an EGM for a reason that I don’t believe can be justified is the last thing that the Company needs at this stage.

Hope the above helps.