“Through the Chairperson, I submit.”

I am quite sure several of us are familiar with the above phrase, which, in corporate governance, essentially signifies to a governing body that it is now up to it to decide on the matter.

My thoughts today seek to interrogate information provided to a governing body, what an informed decision is and how the information impacts decision making.

In preparing a submission to the governing body, the assumption is that the subject matter has been sufficiently researched with a conclusion and recommendation, with a view to obtaining a decision, once considered.

Further, it is important for those making submissions to understand that same is but an input into the decision-making process and therefore, the decision makers are at liberty to accept, reject or simply treat the submission as inconsequential to their decision in the matter. Practicing the principle alluded to here, in my view, is a useful component of the skill set of actors in this role. I always say, “once you fully discharge your function in the provision of information to a governing body, it should not unsettle you if they have made a decision out of line with your submission…sleep peacefully at night as you have said and done your piece”.

For decision making, the role demands that the governing body has the responsibility to make decisions aimed at promoting the success of the organisation. In the jurisdiction that I practice, the Companies Act makes provision for a Board of Directors to obtain, beyond the submissions from its delegates of management of the company, expert advice on certain matters as they see fit, to assist them arrive at decisions. The responsibility for the decision, whether sound or otherwise lies with the decision maker. My view is fortified by the fact that even regulation recognises this notion and, in some cases, provides for individual and several liability of governors in the event that their decisions result in default or injury to a third party.

I propose that one of the common denominators between those that submit and those making decision, is diligence. Each actor must be able to discharge their role and put a hand on heart to attest to the level of responsibility they have for it. This is a gateway to good corporate governance practice.

Through you all, I submit.
Anxious to hear what you have decided after reading my propositions!