Raphael John-Lall

Claire Gomez-Miller, char­tered cer­ti­fied ac­coun­tant and man­ag­ing di­rec­tor of British Amer­i­can Com­pa­ny Trinidad (BAT), is urg­ing cor­po­rate lead­ers who move from the pri­vate to pub­lic sec­tor to trans­fer best prac­tices from the busi­ness world.

“So, you have de­cid­ed to join a board of di­rec­tors and the one you have se­lect­ed is one in the pub­lic sec­tor. If you are com­ing from the pri­vate sec­tor, it is that you will be bring­ing all of your ex­pe­ri­ence and ex­per­tise from the pri­vate sec­tor in­to the pub­lic sec­tor or­gan­i­sa­tion. So, gov­er­nance and the nor­mal pro­to­cols in your board­rooms etc will re­main the same. Do not low­er your stan­dards be­cause you are mov­ing from the pri­vate sec­tor in­to the pub­lic sec­tor,” she said.

Gomez-Miller, the for­mer ex­ec­u­tive chair of Cli­co and BAT, spoke at a we­bi­nar host­ed by the Caribbean Cor­po­rate Gov­er­nance In­sti­tute (CC­GI) en­ti­tled “Ef­fec­tive­ly on­board­ing Di­rec­tors in the Pub­lic Sec­tor” on Feb­ru­ary 14.

“When you get in­to the pub­lic sec­tor, you have to know this or­gan­i­sa­tion. Un­der­stand­ing the or­gan­i­sa­tion is the most crit­i­cal. Of­ten times, you be­lieve whether it is a min­istry, a state agency or it is in the en­er­gy sec­tor, I am in the en­er­gy sec­tor in the pri­vate sec­tor, so I should un­der­stand. No, it does not work that way. You have a lot of or­gan­i­sa­tions’ con­sti­tu­tion­al leg­is­la­tion that is spe­cif­ic to this or­gan­i­sa­tion. With­in that first six months of on­board­ing, you have to un­der­stand that le­gal frame­work. It is manda­to­ry that you do.”

She ad­vised di­rec­tors com­ing in­to the pub­lic sec­tor to seek le­gal ad­vice if they have to en­sure that they are fol­low­ing pro­ce­dures.

“Some­times the or­gan­i­sa­tion has been mis­in­ter­pret­ing the leg­is­la­tion and that is why com­ing in with a fresh per­spec­tive is al­ways ex­cel­lent. So not that you have been hear­ing that they have been do­ing it this way all the time is the right way. What you have to do as a new di­rec­tor on the board, you now need to make sure that are we in­ter­pret­ing what is in this con­sti­tu­tion­al doc­u­ment ap­pro­pri­ate­ly. Do we need to get out­side le­gal ad­vice? If yes, you ought to be pro­vid­ed with it. The board ought to be able to get that ex­ter­nal le­gal ad­vice. Those doc­u­ments will tell you, what you can and can­not do as a board and what the or­gan­i­sa­tion must be do­ing legal­ly. It is very crit­i­cal that you spend your first few months un­der­stand­ing that le­gal frame­work.”

She al­so en­cour­aged new di­rec­tors at state agen­cies to look at the strate­gic plans of the or­gan­i­sa­tion as a guide.

“Al­so, look at the strate­gic plan and ob­jec­tives. Be­cause those are the plans that will di­rect you to achieve those man­dates and Gov­ern­ment poli­cies. That is the crit­i­cal pur­pose for your pres­ence on this board. So, if it is that you fail to un­der­stand the man­date and Gov­ern­ment poli­cies, you are us­ing an out­dat­ed strate­gic plan, you do not un­der­stand how those ob­jec­tives are aligned to the Gov­ern­ment poli­cies and you would start fail­ing as a board.”

She al­so spoke about the reg­u­la­to­ry and gov­ern­men­tal re­port­ing for the or­gan­i­sa­tion.

“So, you are do­ing a lot in the or­gan­i­sa­tion, but if it is that you are miss­ing those dead­lines or re­port­ing, pub­lish­ing your an­nu­al fi­nan­cials, mak­ing sure your bud­get is on time it means to say that you are go­ing to be at a dis­ad­van­tage at this point be­cause once it is that you start miss­ing the dead­lines, it is hard for you to come back on track. The whole or­gan­i­sa­tion must be in a po­si­tion to sup­port those reg­u­la­to­ry and gov­ern­men­tal dead­lines.”

She al­so re­ferred to the risk pro­file for the or­gan­i­sa­tion.

“So, you have come from the pri­vate sec­tor, you are be­ing on­board­ed in the pub­lic sec­tor and that is all well and good but you need to un­der­stand that risk pro­file. You want to make sure those risks are well man­aged. What are the in­her­ent risks in the or­gan­i­sa­tion and as such how are they be­ing man­aged? And if it is that here are signs that they are go­ing to be ma­te­ri­al­is­ing soon, you def­i­nite­ly need to know. So, one of the ses­sions that you would want to have ear­ly up­on your on­board­ing would be what are the in­her­ent risks in this or­gan­i­sa­tion? Have you been af­fect­ed neg­a­tive­ly when all of these have ma­te­ri­alised in the past. You want to make sure that you un­der­stand that.”

She al­so said that a di­rec­tor’s pro­fes­sion­al back­ground will in­flu­ence his or her risk pro­file.

“So hope­ful­ly if you are com­ing from that sec­tor, it helps quite a lot. If you are not com­ing from that sec­tor, you re­al­ly and tru­ly have to take the time, in­vest the time to un­der­stand those in­her­ent risks and then al­so how man­age­ment is man­ag­ing those risks. What are the con­trols and mit­i­gat­ing mea­sures they are putting in place and busi­ness con­ti­nu­ity. So, you must un­der­stand if that the risk ma­te­ri­alis­es, how you are go­ing to re­spond to the risks, how you are go­ing to en­sure that there is con­ti­nu­ity in your op­er­a­tions.”

She al­so point­ed out that the biggest risks that board mem­bers and cor­po­rate lead­ers should look at in­clude cy­ber­se­cu­ri­ty.

“Don’t feel that the sys­tems are old. ICT has be­come very, very crit­i­cal and es­sen­tial in all or­gan­i­sa­tions in­clud­ing the pub­lic sec­tor. It means un­der­stand­ing cy­ber­se­cu­ri­ty risks and mak­ing sure that there is a prop­er train­ing pro­gramme through­out the or­ga­ni­za­tion in­clud­ing di­rec­tors is in place.”

She al­so said that in terms of con­fi­den­tial­i­ty breach­es, di­rec­tors must un­der­stand what are the crit­i­cal pieces of da­ta that need to be pro­tect­ed.

“Don’t wait un­til some­thing hap­pens and then un­der­stand that you ought to be pro­tect­ing the con­fi­den­tial­i­ty of this type of da­ta.”

She al­so warned that while there may not have been a con­flict of in­ter­est in the for­mer or­gan­i­sa­tion, di­rec­tors must un­der­stand based on the new cul­ture and new guide­lines, there could be a con­flict of in­ter­est and it should be de­clared.

Pub­lic pro­cure­ment

She warned di­rec­tors about the dan­gers of il­le­gal pub­lic pro­cure­ment even if it is not done on pur­pose.

“That is a big is­sue now in T&T and through­out the re­gion. Un­der­stand­ing the Pub­lic Pro­cure­ment and Dis­pos­al of­P­pub­lic Prop­er­ty Act. That was an Act that was pro­claimed in sec­tions and be­came ful­ly pro­claimed in 2023. Right now, there are a lot of reg­u­la­tions to sup­port the leg­is­la­tion. So, it is an Act to pro­vide for pub­lic pro­cure­ment and for the re­ten­tion and dis­pos­al of pub­lic prop­er­ty in ac­cor­dance with the prin­ci­ples of good gov­er­nance name­ly ac­count­abil­i­ty, trans­paren­cy, in­tegri­ty and val­ue for mon­ey.

“In­side of that piece of leg­is­la­tion is what they call bid rig­ging. Bid rig­ging means col­lu­sion be­tween per­sons for the pur­pose of ma­nip­u­lat­ing the pro­ceed­ings. That is very wide so you need to be very much aware of what is hap­pen­ing with this bid rig­ging and every di­rec­tor on that board must un­der­stand the con­cept of bid rig­ging. So, at no point in time, should they lend them­selves to a po­si­tion where they can be charged with bid rig­ging. Some­times if you do not know, you are in­no­cent be­cause in your mind you are do­ing what is right. No, if you may think it is right but if it is il­le­gal then it means to say that it is il­le­gal. So, you have to un­der­stand it from that per­spec­tive.”