Review for Ministers-at-Work by Rob Fox January 2005

Sub-titled “Renewing the role of the Director”, this is a welcome excursion into publishing by ICF, aimed at putting “the F-word – the fiduciary duty of the director which lies at the heart of the role – back into governance.”

Michael Willis currently works as a tutor for the Institute of Directors (IoD), serves as a non-executive director on a number of company boards, and was until recently the CEO of a medium-sized engineering company. Michael Fass will be familiar as a former Moderator of CHRISM and is currently Chair of the ICF NEC. He has extensive experience of work in senior management, was a founder member of the Prince’s Scottish Youth Business Trust and manages the IoD’s training activities in Scotland.

The book is intended as a practical guide to anyone who takes on the role of director, which can be in anything from a small, private, family firm, through trusts, charities and public companies to the largest of multi-nationals. As the authors point out, the scale may range widely but the core responsibilities of the Director remain essentially the same. It is pointed out early too that governance is not the same thing as management; the Director may also be manager (and in most companies this is so), but the two roles are distinct. So what is governance? There eight references in the excellent index to definitions of governance, the first referring to the Cadbury Code (1992), ‘the system by which companies are governed and controlled’. This is of course much developed and no director reading this book could be in any doubt as to their responsibilities. So what makes this different from a training manual?

A good training manual covers the ‘what’ and the ‘how’. This book also covers the ‘why’ and the ‘what do you think?’ The why is implicitly based on the Christian world-view that we do what is in the best interests of others not because the rules tell us to but because it is the Godly thing to do. What is lacking however is any theological reflection on the role of governance. In fairness the authors do not set out to do this but given the decision to publish under the ICF banner rather than a business publishing house one wonders whether the book will reach the intended target audience. Certainly the Institute of Directors should be pushing this one hard.

There is however a reminder of the strong element of service in being a Director that is unfashionable but essential if good governance is to characterise how a business is run. I am in an unusual position in that in my work I have seen a very wide range of examples of governance in action; the examples of good and poor governance given by the Michaels two chime well with what I have experienced myself.

For anyone involved in corporate governance in any way, or for anyone with an interest in it, this is a most informative and readable book. It is well-written and easy to follow, well referenced, and deserves to be widely read. There is even a supporting website, at www.faithingovernance.com, with details of the Contents, Introduction, Chapter 1, a Sample exercise, links to useful websites, and associated articles.