There are reports that SAA chair, Dudu Myeni, has recently missed several special board meetings, and that her colleagues on the board are taking legal advice in this regard.
If these reports are true, they may indicate that Myeni is failing to fulfil some of her duties as a director, and more specifically a chair.
The reports also demonstrate the intimate connection between good governance and organisational performance and sustainability, says Parmi Natesan, Executive, Centre for Corporate Governance, Institute of Directors in Southern Africa (IoD SA).
“It is common knowledge that SAA is in dire financial straits, and has been for some time. At such a time, more than ever, the board and especially its chair have a critical role to play in providing leadership in steering the organisation into calmer waters,” says Natesan. “Not attending several special board meetings at a time such as this is worrying, especially given that board meetings are typically scheduled around the chair’s availability in the first place.”
The law requires directors to exercise care, skill and diligence in their role.
It is generally agreed that in this context, board members should not only attend meetings, but also prepare rigorously for them in advance, so that they can make a valuable contribution. If they cannot attend, they should furnish valid reasons to the rest of the board, and also consider providing input before the meeting on the matters to be discussed.
Because board chairs play such an important role, various governance guidance documents elaborate on this responsibility. Providing overall board leadership and presiding over board meetings to ensure that time in meetings is used productively are just two of the many vital functions that would be difficult to exercise when a chair is repeatedly absent.
“It would also be interesting to know whether the SAA board has a deputy chair in place, or a lead independent director, to ensure that meetings can proceed effectively in the chair’s absence,” says Natesan. “The troubles at SAA and other parastatals provide yet more support for what the IoD SA has always emphasised: the principles of good governance are integral to improved performance and sustainability. We hope the board will show the courageous leadership that is needed to pull the organisation back on track.”