SECTIONS

What should be done to restore lost glory in IEBC

Voter verification process via KIEMS kit at Mukuru kwa Njenga ward, August 29, 2022. [Silas Otieno, Standard]

The modern corporate entity is in flux, continuously in search of stability in an unstable environment. As such, governance matrix for modern corporate entities envisage progressive boards whose members can confront unfolding realities.

From recent events at the Independent Electoral and Boundaries Commission (IEBC), where there was a split among commissioners, we saw the country stare at a possible constitutional crisis and damaged reputation of individual commissioners and the commission as a whole.

Once you accept appointment as a director of a body corporate, you hang a shingle around your neck, whose sound constantly reminds you to be more prudent in your actions compared to an ordinary man on the street.

While an ordinary man measures governance by inputs such as processes, structures and practices used by the board, the shingle you hang around your neck requires you to go beyond such measures.

Yours will be an output measure, the competitive value that you add to the body corporate. This should not be construed to mean processes, structures and practices are less important as instruments of good governance. Rather, they should be seen as means by which boards can perform good governance, not ends in themselves.

Consequently, directors should not weigh down organisational outcomes merely on grounds that set processes or practices were not followed in realising them. Indeed, modern corporates operate in environments full of turbulence and systematic entropy, whose effect is to distort envisaged relationship between processes and outcomes.

There are peculiarities that can make board activities drift from operations to a projectised mode. Policies, processes and procedures will generally guide board operations such as meetings and decisions.

However, where corporate entity has a duty to periodically oversee delivery of specific complex projects such as general elections, referendum or war, board members would necessarily be called upon to put in place a hybrid system blending operational and project governance.

Such a system requires that board members take on roles and responsibilities beyond strategy, policy and oversight. For instance, a number of IEBC commissioners complained that while at the national tallying centre, the chairperson allocated them roles such as media, security and welfare. Given tight constitutional timelines to declare results of presidential election, media engagement was critical, security breaches could hamper delivery, and IEBC staff could fall sick.

Progressive boards should embrace these roles as part of their risk oversight role. Given apparent factions in the board of IEBC, the chairperson must take steps to transform the current dysfunctional board to a progressive one that exhibits team work, vision and unity of purpose.

-The writer is a management expert and chairman, Board of KCB Foundation.