Are we choosing right directors? Rethinking board appointments

Date:

By Dr Solomon Taru Chikanda

In an era of increasing regulatory scrutiny, stakeholder expectations, and organisational complexity, the question of whether we conduct proper fitness and probity assessments for board members has become more urgent than ever. The integrity, competence, and ethical standing of a board directly influence an organisation’s sustainability, reputation, and performance. Yet many organisations still treat board appointments as a matter of trust, personal networks, or historical familiarity, rather than a structured, evidence-based evaluation of suitability.

A fitness and probity test is more than a procedural formality. It is a safeguard that ensures board members embody the highest standards of professionalism, ethics, and competence. The real question is not “Should we do it?” but rather “Why are we not doing it already?”

Understanding Fitness and Probity

Fitness refers to the professional competence, qualifications, experience, and skill sets required to perform a director’s duties effectively.
Probity refers to a director’s integrity, honesty, reputation, financial soundness, and ethical conduct.

Together, fitness and probity assessments determine whether an individual is fit to lead and properly aligned with the organisation’s values and governance obligations.

These assessments are standard in regulated industries such as financial services, banking, and insurance. But all organisations, public, private, or nonprofit, stand to benefit from applying similar principles.

Why Fitness and Probity Assessments Matter

1. Protecting the Organisation’s Reputation

Directors represent the organisation’s highest level of authority. Any misconduct, conflict of interest, or ethical breach by a board member can severely damage stakeholder trust. A fitness and probity test helps prevent reputational disasters caused by poor appointments.

2. Ensuring Directors Have the Right Skills

Governance is complex. Boards require expertise in finance, risk, strategy, law, industry-specific knowledge, and emerging domains such as sustainability and technology. A fitness test ensures directors are not appointed merely based on relationships or seniority, but on merit and capability.

3. Aligning Directors with Organisational Values

Probity assessments verify that directors demonstrate high ethical standards, transparency, and accountability. These traits are essential for building a culture of integrity across the organisation.

4. Strengthening Stakeholder Confidence

Investors, regulators, donors, and the public increasingly expect organisations to demonstrate rigorous oversight at board level. Fitness and probity assessments reassure stakeholders that the board is credible, competent, and trustworthy.

5. Reducing Governance Risks

Poorly selected directors can expose the organisation to financial mismanagement, strategic mistakes, regulatory breaches, and internal conflicts. These risks are better prevented through thorough assessment than corrected after the damage is done.

What a Robust Fitness and Probity Assessment Should Include

A comprehensive evaluation typically contains:

1. Professional Competence Review

  • Academic qualifications
  • Industry and leadership experience
  • Understanding of governance and strategic oversight
  • Evidence of continuous professional development
  • Capacity to contribute to board committees

2. Integrity and Ethical Conduct Assessment

  • Background checks
  • Declarations of conflicts of interest
  • History of compliance with laws and regulations
  • Assessment of ethical decision-making
  • Verification of reputational standing

3. Financial Soundness Check

  • Review of solvency status
  • History of bankruptcy or financial misconduct
  • Clarity on personal financial pressures that may compromise independence

4. Regulatory and Legal Standing

  • Criminal record checks
  • Litigation history
  • Disciplinary actions by professional bodies
  • Compliance with industry-specific regulations

5. Behavioural and Cultural Fit

  • Willingness to work as a team
  • Emotional intelligence
  • Commitment to organisational values
  • Demonstrated independence of thought
  • Ability to challenge constructively

The Problem: Many Organisations Still Don’t Do It

Despite clear benefits, some boards still avoid fitness and probity assessments due to:

  • Fear of offending existing or potential directors
  • Lack of awareness about best practices
  • Overreliance on personal relationships in appointments
  • Internal politics and informal selection processes
  • Perception that evaluations are only for regulated sectors

This reluctance is dangerous. A board that is not evaluated can become a risk, rather than a safeguard.

The Way Forward: Institutionalising Fitness and Probity

Boards should institutionalise assessment through:

  • Formal policies on director recruitment and evaluation
  • Annual re-assessments, not just one-off checks
  • Transparent disclosure of assessment criteria
  • Independent evaluation panels or external governance experts
  • Mandatory declarations from directors
  • Board training and capacity-building programmes

These steps ensure fitness and probity become part of the governance culture, not an afterthought.

Conclusion: Strong Boards Don’t Happen by Chance

The strength of any organisation rests on the strength of its board. Conducting fitness and probity assessments is a responsible, forward-thinking practice that protects the organisation, strengthens governance, and enhances long-term sustainability.

If we truly believe in accountability, integrity, and professionalism, then the question is no longer “Do we conduct fitness and probity tests?” but “When will we make them standard practice?”

Boards that commit to rigorous assessment not only comply with modern governance expectations, but they also set the foundation for a resilient, trustworthy, and future-focused organisation.

Dr. Solomon Taru Chikanda is a specialist in Corporate Governance, Strategy, Leadership Development, and Wellness. With vast boardroom and executive experience, he leads Vineyard Funeral Assurance as Managing Director and serves as Lead Consultant at Inspire World Institute, where he champions strong governance, and organizational excellence.
📞 0772 721 962 | ✉️ stchikanda@inspireworld.co.zw

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