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CORPORATE GOVERNANCE AND TRADING TRUSTS – BASIL SPRINGER COLUMN WHICH APPEARED IN THE BARBADOS ADVOCATE’S BUSINESS MONDAY ON APRIL 02, 2012

“Be of the same mind one toward another. Mind not high things, but condescend to men of low estate. Be not wise in your own conceits.” – Romans 12:16

Corporate governance is one of the five functions of a business. The other four functions are marketing, operations (technical, ICT, administrative and accounting), human resource management and investment finance.

Corporate governance is the system by which businesses are directed and controlled. It involves a set of relationships between a company’s management, its board, its shareholders and other stakeholders; it deals with prevention or mitigation of the conflicts of interest and is intended to increase the confidence of stakeholders. It addresses the accountability of the people in the business with the purpose of safeguarding its long-term success. Threats to good corporate governance are disharmony in the ranks, and egos getting in the way.

Good advice therefore is to “Bless your enemies; no cursing under your breath. Laugh with your happy friends when they are happy; share tears when they’re down. Get along with each other; don’t be stuck-up. Make friends with nobodies; don’t be the great somebody.”

Inspiring comments from the www.unity.org website (Daily Word 29 March 2012) gives a musical analogy of harmony in practice. “Each musician in an orchestra tunes his or her instrument to a universally accepted pitch. During the tuning process, each musician listens carefully and makes the necessary adjustments. The jarring effect of dissonant sounds shifts to tranquillity as all the instruments come into harmony. Be in agreement and alignment with the presence of God: make adjustments; quiet your busy mind and release any chaotic or unsettled thoughts; centre your heart space and listen carefully to the stillness of God’s spirit within you. Heart and mind will then come into harmony with one another.”

Trade is the business of buying and selling goods and services. In Barbados, the sustained economic growth of the country is dependent on the cumulative impact of successful trade in many sectors e.g. international business, tourism, manufacturing, agricultural and cultural industries.  Trade must be conducted in harmony.

The international business sector has grown quickly since its introduction in Barbados. The Barbados International Business Association (BIBA) is a private sector organization comprising companies engaged in international business in Barbados.

The President of BIBA, Connie Smith, from the inception of her term of office in June 2011, noted that the international business sector was one of the key hinges on which Barbados’ economic recovery would swing given its importance to sustained foreign exchange earnings and Government’s overall revenue collection. The mission of BIBA is to work with the Government towards the development of the international business sector in the interest of its members and the Barbados economy.  This is a coordinating role in the interest of the stakeholders of the sector.

Why have the tourism, manufacturing, agricultural and cultural industry sectors, which trade goods and services, stagnated?  I hypothesise that it is because there is no coordinating entity, sector by sector, working with the Government towards the development of the specific sector in the interest of its stakeholders and the development of the Barbados economy.  I am therefore proposing that the following Trading Trusts be established to fill the breach in each sector, e.g. a Cultural Industries Trading Trust.

The first six elements of a generic profile of such a Trading Trust, as an essential component of the governance structure of a trading sector, are as follows: (1) incorporation as a Trust under the laws of Barbados with no shareholders; (2) Private sector-led Trust with Government support; (3) Private/public sector Trustees; (4)  Operational expenses funded by a Government grant, the consideration for which would be medium and long term macroeconomic benefits to the country (increased net foreign exchange earnings, decreased unemployment, increased taxation and increased use of natural resources); (5) an executive management team (preferably virtual to minimise overhead expenses) reporting to the Trustees; (6) monthly reporting of the team to the Trustees;

The second six points are: (7) establishment of a sectoral advisory committee to the Minister responsible for the sector which would receive issues (policy, legislative and enabling environment), arising from trading activities, from the Trust to be sent to the Minister for resolution; (8) the identification of enterprises the growth in each of which would cumulatively contribute to the growth of the sector; (9) the establishment or identification of a public/ private sector incentivised Venture Capital Fund to make investments in enterprises in return for equity in the enterprise; (10) the appointment of a Fund Manager, to manage the process of selection of and investment in enterprises which have the potential to contribute to the growth of the economy; (11) adoption of  the processes of the CBET Shepherding Model™ which consists of three components: the business idea with the DNA of an elephant (for expansion beyond the market footprint of Barbados); the management (a shepherding process to mitigate the risk of business failure); and the funding (a seed/venture capital innovation to provide timely access to appropriate finance by start-up and emerging enterprises); and (12) ensure that the appropriate support services are in place to ensure the smooth trading of goods and services. Without any loss in generality, this recommendation may be applied to any country.

This corporate governance design is based on the philosophy that Government determines policy, enacts legislation and creates an enabling environment, while it is the job of the private sector to trade. The Trading Trust will have a mandate to contribute to the growth of the economy of Barbados, one successful enterprise after another.

(Dr. Basil Springer GCM is Change-Engine Consultant, Caribbean Business Enterprise Trust Inc. – CBET – Columns are archived at www.cbetmodel.org).

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