ASO Review

Golden Advices for the Independent Board Membership

In recent years, there have been many books on business management in Turkey.In this article, I would like to talk about Sait Gözüm and his books, which are about the Board of Directors. Maturity has accelerated in recent years in the field of management books in our country as it is in every area. By following global trends, it is not easy to find resource books that describe the management vision, the country facts, and systematically describe legal practices. Sait Gözüm shared his 27 years of experience of in global companies, then consultantcy and Board Membership experience with a fluent language in his book series of Board of Directors published in a sequential manner.

Books on the series: The Handbook of the Board of Directors, the Chairman’s Handbook, the Finance for Board Members, and the Legal and Criminal Responsibilities for Board Members. I think the rest will come.Although it is a technical subject, the flow is so simple and vivid that you can easily read the book and find answers to your questions.At the same time, these books are a source that can be used at any time for the needs of the professionals who are in the management and executive committees.

Last week we met with Mr. Sait as the guest author of this month’s ASO Q & A. Even if we start the conversation with the contents of the ‘Chairman’s Handbook’ ; I have had the chance to find answers to the questions on the Board of Directors in many controversial issues in practice.We also had a special section on the Independent Women’s Representation in the Board of Directors. If you see the board membership as an alternative to your career path;

-You will see that there are many points which will atract you in this interview.

-It is also worth remembering that books are a practical resource for management

Now let’s go back to our interview;

ASO: Can you tell us about the relationship between the Board of Directors and the Executive Board?

Sait Gözüm: A company consists of 3 stakeholders; the first one is the owner, the second is the managers who are hired to manage the business, and the last one is the board of directors, which has the duty of the control mechanism. The board members controls if the managers manage the company and its assets well or not .According to this philosophy, a professional manager can not be in the Board of Directors, It is expected that the Board of Directors will be independent, representing the property owner, protecting the interests of the company, and be observers. In other words, the Board is responsible for observation and control, and the managers are responsible for the execution; but in practice the limits are not so clearly drawn.

ASO: How to prepare a board of directors agenda?

Sait Gözüm: Items 1 and 2 of the agenda in the Board of Directors should be the most important and critical items for the focus of the members.  Routine, other issues can be approved later. Critical issues we are referring to as the RED flag; Unions, media crises, a problem in reputation management, dismissal, etc. it must be dealt with first in the Board of Directors. On the contrary, the finance should be looked at briefly on the board of directors. A 15 minute CFO presentation is sufficient. In the agenda of the Board of Directors, there should be issues which will develope the company such as ; strategic issues such as competition, risk, technological developments, world and Turkish economy, R & D and investment budgets, human resources, backup plans, competitors, budget, determination of CEO succession, cyber threats, digitalization.

ASO: When we look at the agenda of the Board of Directors, we see that many materials are related to Human resources. However, the influence of human resources as a function and executive manager is not perceived as strategic in the Board of Directors. Why?

Sait Gözüm: Human Resource leaders should make a self-criticism for themselves. A Human Resources manager must also know the business processes at least CFO, COO, CEO do. A Human Resources leader must be the closest friend of CFO so that S/he can follow the progress of workflows and finances.  First of all, human resources managers need to get out of their comfort zone.

ASO: What are the characteristics of a good Board member?

Sait Gözüm: A good board member must have an area of specialization. Apart from that, S/he need to have the time and motivation to do this job in earnest.

ASO: How to become an Independent Board Member?

Sait Gözüm: First of all people in your business network need to know that you are the candidate and you want this job. Inform your business network of what you want to do effectively. A strong reference is important for this job.The most visible area is Linkedin.You need to use Linkedin effectively to be visible as an expert. For example, you should have expertise about the Board of Directors and always write and share information by linking to this topic.

ASO: What kind of a collaboration should the Chairman make with the Board of Directors?

Sait Gözüm: The most important role in the operation of the Board of Directors belongs to the committees. The board of Directors commits to the committee for more information on one subject. The committee meets, investigates the issue and presents the results at the next Board meeting.In fact, Comittees are the ones who are maintaining he relationship with Executive members. A good president of the Board should communicate with the Board members every 2-3 weeks at least by phone and keep the connections strong.

ASO: For years, NGOs have been working on the election of more independent female board members in the board of directors, but figures show that there is no result. Quota implementations in Europe bring effective results. In Turkey, this issue is in discussion stage. Why are not women elected for the  Board of Directors? What should we do?

Sait Gözüm: Increase in the number of women in the business life and the Board of Directors is an important issue. In order for women to become more visible and open a planned career path, business opportunities need to be done by the institutions in a planned manner. More women should be in the Board of directors; this should be the responsibility of the board of directors, the CEO and the senior management. On the other hand, regulations in the legal process in companies, the transparency criterion brings important responsibilities . For example, the necessity of publishing websites and information transparently introduces many changes.I believe that this type of regulation will increase the professionalism and therefore the female representation.

To summarize, if we women, if we want to add independent board membership to our professional career, as Mr. Sait emphasizes that institutionalization and professional understanding is important. But, what is so important is how much we are interested in this issue, are we competent, do we know what we will do to become a candidate, it is time to evaluate those.

If we want to raise our awareness about the subject and make our development plan accordingly, Sait Gözüm’s Board of Directors books will be an important support for our development plan.

Note: This interview was done with the support of the Humanist Authors Agency.


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