My contribution to a board
I would help a board look at the people beneath its service promises. Many companies describe their workforce by headcount and cost. That does not tell directors who actually performs the work customers depend on, under what kind of relationship, with what load and with whom ready to step in. I have worked with employed claims staff, contracted agents, shared-service teams and roles that need a regulator's approval. Each carries a different risk, and in my experience each has failed in a different way. On a nomination or remuneration committee I would ask how pay affects conduct as well as retention, whether succession plans name people who could really be approved and appointed, and whether workload measures exist for the hardest frontline roles. I would also bring humility about the business itself. I know insurance and takaful well; I would not know a new sector's operations, and I would rely on management and other directors to teach me before forming views.
My first year on a board
In the first months I would read before I asked. That means the last two years of committee papers, the succession reports and the remuneration policy, followed by conversations with the chair, the chief executive and the head of HR about where each of them thinks the workforce risks sit. I would ask to spend time where the company's hardest frontline work happens, arranged through management and with a stated purpose rather than as an inspection. By the first remuneration round I would want to understand how pay outcomes connect with conduct, not only with financial results. By the end of the year I hope to have contributed to one succession review and one pay decision with questions that either changed the paper or confirmed it on better evidence. I would ask the chair for direct feedback at twelve months, including whether my questions stayed at board level or drifted into management's territory, a habit any long-serving executive must watch in herself.
Conflicts and their management
Kenanggawi's group includes a bank, so I would decline seats at banks, insurers, takaful operators and insurance intermediaries while I remain employed there. Less obvious conflicts need a proper review. A company might buy group takaful or employee benefits from us, use our group's bank for payroll, or employ people who also hold agency contracts with us. I would list my known relationships for the company secretary and the nominating committee, and ask for a search of the prospective company's dealings with our group. Our group requires approval for any outside directorship, and I would ask for that approval in writing before accepting. I would also be careful with information: I know other employers' pay practices through industry surveys and would carry nothing confidential from Kenanggawi into another boardroom. If a conflict meant I would regularly leave the room on people matters, the seat would not be right for me.
My independence statement
Before accepting any seat I would ask the company and its advisers to test my independence against its shareholders, suppliers and customers, including any group-takaful or employee-benefits arrangement with Kenanggawi or our group. My executive role is a relationship to be declared, not assumed away.
Judgement in practice
01Separating a commercial benefit from a conflicted role
The branch agency contracts produced real revenue, and the people who wanted to keep them were not acting in bad faith. A commission cap would have reduced the incentive while leaving the conflict intact. As a director I would look for the same pattern elsewhere: an arrangement that earns money because it lets one person serve two interests at once. I would ask management to describe whom the role serves first, what the arrangement pays and what ending it would cost, including the income individual people would lose. I would also ask whether the affected individuals had been consulted before any announcement, because my own case showed what happens when they are not. A board's task is to see that the trade-off is presented honestly; designing the branch process belongs to management.
02Testing a successor plan against approval rather than hope
The Jakarta separation showed me that a successor plan can look complete and still fail when it is needed. The parent had a named deputy actuary; once she moved to the new company, nobody else could have been proposed for regulatory approval within a year. On a nomination committee I would ask, for each role that needs approval or a scarce qualification, who could be put forward within twelve months, what evidence they would need and what the company would do in the meantime. I would accept that some gaps cannot be closed quickly. What I would question is a chart that names a successor without any test of whether that person could actually take the role on the day it fell vacant.
Committee contribution
Chair and member readiness| Capacity | Committees |
|---|
| Ready to join | Nomination committee · Remuneration committee |
|---|
Capacity and preferences
- Time available
- 22 days per year
- Current directorships
- 0
- Sectors
- Logistics and facilities services · Private education · Other workforce-intensive services outside financial services
- Company type
- Listed or substantial private company in Malaysia or Singapore with an experienced chair
- Company stage
- Mixed employed and contracted workforce, or key roles needing approval or scarce qualifications
The seat I am pursuing
My preferred first seat is as a member of a nomination or remuneration committee at a listed or substantial private company in Malaysia or Singapore, outside financial services. I am most useful where much of the service depends on frontline people under mixed arrangements, where some roles need regulatory approval or scarce qualifications, or where pay design could encourage the wrong conduct. I would prefer a company with an experienced chair and a clear reason for adding a director with a people background. I would welcome being asked to examine a defined question early on, such as cover for a handful of hard-to-replace roles or the link between incentive pay and conduct in a frontline workforce, provided the board rather than management frames that question. I am not looking for an honorary role, a consulting assignment presented as a board seat, or the chair of a committee before I have served on one.
Board and committee exposure
Presented to the Board or a committee
Kenanggawi Takaful
Board nomination and remuneration committee
April 2021–present
Presents executive appointment, remuneration and succession papers as CHRO and coordinates people evidence for fit-and-proper assessments; not a director.
Reported to a committee
Lintaravi Life Indonesia
Remuneration and nomination committee of the board of commissioners
July 2016–March 2021
Reported quarterly on succession, remuneration and the staffing of the sharia separation under Indonesia's two-tier board structure.
Governance learning and readiness
IICA Independent Directors’ Databank: Not yet registered
The IICA Independent Directors' Databank is an Indian requirement. It does not apply to the Malaysian and Singapore seats I am considering, so I have not registered. If an Indian appointment were ever proposed, I would take advice on the databank before going further.
- I have not yet attended the mandatory accreditation programme for directors of Malaysian listed companies and would complete it within the required period of any listed appointment.
- I attend Kenanggawi's nomination and remuneration committee as an executive and am studying how members weigh management's recommendations against their own view.
- I am reading Singapore's code of corporate governance on board renewal and remuneration disclosure, since a Singapore listed seat would bring different expectations.