The true weight of directorship lies in running fudiciary commitments

YOU can sit on a board and still fall short of leadership.

- 

In the evolving architecture of corporate governance, there is often confusion between having a seat at the table and truly discharging the duties that come with it.

Being a director is not ceremonial; it is a fiduciary commitment. One that demands more than occasional attendance and rubber-stamping decisions.

It demands diligence, judgement, independence, and above all, accountability. Too often, we invoke the language of “oversight” or “strategy” in vague terms. But what does it actually mean to govern well?

South African company law sets the standard with quiet clarity. Directors must act honestly and with the care and skill expected of someone entrusted with protecting the interests of others.

They must remain free of conflicts, act in the best interests of the company and make informed decisions. It is not the avoidance of mistakes that protects directors. It is the demonstration of proper conduct and reasonable judgement.

When directors fall short of this, consequences follow. And those consequences are not theoretical.In 2017, the Steinhoff International scandal sent shockwaves through boardrooms across the country. What was once considered a darling of the JSE unravelled into a cautionary tale of unchecked ambition, accounting irregularities and weak board oversight. While much of the public narrative focused on Markus Jooste and the executive team, scrutiny inevitably turned to the board.

What did the non-executive directors know? When did they know it? And did they ask the right questions, or any questions at all?