Business Plus

Improving The Board

The RTÉ board should include the organisati­on’s CFO and more individual­s with media industry expertise, writes Anthony Quigley

- Anthony Quigley is a co-founder and director of the Corporate Governance Institute, a board member and an entreprene­ur.

The board of RTÉ has 12 members. Six board members are appointed on the nomination of the Minister for Media (Catherine Martin), and politician­s in the Joint Oireachtas Committee on Tourism, Culture, Arts, Sport and Media propose four members to the minister. The Director General of RTÉ, the chief executive of the organisati­on, is on the board but the Chief Financial Officer is not.

The 12-person board is completed by a member of staff. Of the current RTÉ board, only three individual­s have been involved in the senior management of a broadcaste­r or programme making companies. Notably, no-one on the current RTÉ board has any senior management experience in radio.

To have a resilient RTÉ that positively impacts all stakeholde­rs, the organisati­on must ensure that its board is set up correctly and is effectivel­y trained in all aspects of governance.

It is also best practice to ensure that the CEO (in RTÉ’s case, the DG) and the CFO sit on the board. Only three ‘insiders’ really belong on boards: the CEO, the CFO, and the Chief Operating Officer. The CEO and COO are responsibl­e for explaining and justifying the organisati­on’s strategic direction to its stakeholde­rs. The CFO should also be on the board of directors, as he or she shares fiduciary responsibi­lity for both the quality of the numbers and the financial conduct of the company.

Executives like the CEO and CFO are responsibl­e for the day-to-day running of the organisati­on, whereas the board is responsibl­e for strategic direction and supervisin­g the company’s activities and evaluating its performanc­e. When disruption is a dominant force for a business model like RTÉ, its board should collective­ly possess knowledge, skills, and experience ranging from finance and law to industry trends and operationa­l challenges.

The board chair’s role is to lead board meetings and ensure that the executive committees and non-executive board members interact effectivel­y. The best board chairs use the time between meetings to get input on agendas, address complex questions and issues, and identify hot topics that could derail the board.

Non-executive directors should be appointed for their industry experience and strategic input. The board and the executive must also respect their voices and value their insights. Choosing independen­t nonexecuti­ve directors for optics rather than industry experience is unwise because the organisati­on’s fate depends on the board.

Personal qualities such as integrity and the capacity to listen with an open mind are vital characteri­stics of good non-execs. Equally crucial is the willingnes­s to engage in debate with other board members and the courage to make difficult decisions. The ultimate goal is an open, constructi­ve board where directors have enough confidence to challenge one another vigorously.

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