Non-Executive Chairman & Director

Navigating and leading a Board is an increasingly important role in business today, requiring market credibility, maturity, and a strength of character. With a firm grasp on the company agenda, Non-Executive Chairmen and Directors add a balance, by playing an integral role in guiding and complimenting the Executive team.

Woodburn Mann has been involved in appointing Non-Executive Chairmen and Non-Executive Directors to the Boards of:

  • Major listed JSE Securities Exchange organisations
  • Private South African companies
  • Sub-Saharan subsidiaries of multi-national organisations
  • Section 21 Companies

Amrop Woodburn Mann works closely with the existing Board Members to appoint a new member. This working relationship helps to find exceptional individuals who have an elevated level of integrity and show high ethical standards in their own behaviour.

The role of a Non-Executive Director (NED) is to monitor executive decisions while remaining independent of the business and its day-to-day operations, and maintaining a high degree of understanding of the business. The main responsibilities of a NED requires that he/she:

  • Effectively monitors management's performance
  • Challenges and contributes to strategy development
  • Ensures that controls are in place; risk is effectively managed; and that financial reporting is accurate
  • Advises on appropriate levels of remuneration for executive directors
  • Plans for succession in key posts

Guidance to the Board is the primary function of the Non-Executive Chairman (NEC). The Chairman should provide input on Board composition and, subject to Board and shareholders' approval, ensure that its membership is balanced within the framework of good corporate governance practices. He/she should also influence the formulation of its agenda, organise its work efficiently, and guide its deliberations to reach sound strategic and policy decisions. The Chairman should act as a sounding board for and provide advice and counsel to the Chief Executive at all times. 

NEC’s need to understand the style, structure and developing needs of the business when considering taking up a NEC role. Their role on the Board will also include: providing direction on corporate governance matters; promoting investors' confidence; and spending significant time advising, developing and mentoring colleagues.

The ideal Non-Executive candidate is a team builder who is empathetic and effective in interpersonal communication. He/she has a well-developed critical thinking ability and must be able to encourage contributions from fellow directors, while also challenging direction and asking probing questions.

With the ever changing risks and regulations on Boards this has placed even greater strains on NECs and NEDs. Therefore NEC/NED should undertake their own thorough examination of the company to satisfy themselves that it is an organisation in which they believe and in which they will be well suited to working before accepting any appointment.

Questions they should ask of themselves include:

  • Do I have sufficient time and am I sufficiently committed?
  • Will I be able to make a contribution to this board?
  • Am I capable of analysing and assessing the company's:
    - management?
    - strategic vision?
    - risks?
    - competition?

The decision to accept a Board appointment must be made with a thorough understanding of the challenges and risks facing an NEC/NED and the environment.