SIRDAR
Guiding boards. Growing business.

No Unbearable Lightness of Being a Director

People are going deaf because music is played louder and louder, but because they’re going deaf, it has to be played louder still. 

I used to edit out all of the Latin words in the contracts that I was asked to review. My view was that you could say what you meant in English without confusing the contracting parties with an arcane language and potential confused interpretation. I was wrong. Latin words, that become concepts themselves, convey both subject and object. 

The Oxford English Dictionary defines gravitas as: 

“dignity, seriousness, or solemnity of manner”  

In a phrase: a post for which he has the expertise and the gravitas.

The director of a company needs to carefully consider this definition. A company director has a legal responsibility to act in the best interests of the company that has appointed him or her. This is what a “fiduciary duty” to the company means. The acceptance to serve as a director creates an enforceable legal obligation on the director to put the interests of the company ahead of all others when making decisions as to the operations of that company.

We have seen the proliferation of communication platforms that have enabled the publication, distribution, and consumption of media with little or no editorial input. It is not enough that directors refrain from publishing inappropriate content; they must avoid the perception that they are acting in an inappropriate manner as well. There is no objective standard. Many director associations will insist upon a disclaimer or waiver from its members stating categorically that they have done nothing that will bring the association or office of the director into disrepute. Is the director a “fit and proper person”?

One must remember that the decision to become a director should be carefully considered and always taken seriously. The standard of behaviour should be, as per the dictionary definition, conducting oneself with dignity, seriousness, and solemnity of manner.  There are no exclusions. The director’s behaviour at the company’s weekend strategy breakaway should be identical to that expected at a formal board meeting. Should a businessperson accept the appointment as a director it will have an impact on the way that they must behave both in and out of business hours, given that the company is not a natural person and therefore the directors are the enduring representatives of the company. 

The size of the business does not matter. The duty is not lessened by the turnover or number of employees within the company. The managing director and the codirectors are not only its strategic leaders, but they are also the leaders of the culture within the company. Setting a good example is the best way to ensure that the directors are respected. Asking employees to behave in a particular manner without being willing to do so themselves will have an impact on the way that all stakeholders view the company. 

A company is incorporated to generate value. The value is shared among stakeholders in accordance with its constitutional documentation and the custodians of this process are its directors. In his novel “The Unbearable Lightness of Being” author Milan Kundera wrote: “The heavier the burden, the closer our lives come to the earth, the more real and truthful they become.” 

Accepting the appointment as a director should not be undertaken without giving thought to the gravity of the decision. The requirements of the role ask that the director hold himself or herself to a higher standard of behaviour than that asked of others, and this is not limited to working hours. This includes at the golf club, at the gym, in gridlocked traffic, when stuck in an interminable queue at the supermarket. Someone is always watching and the fiduciary burden of being a director is a heavy one. Aspire to be respected and to embody the gravitas of a director.