Talk the talk

David Duffy, managing director of Prospectus Consultants, talks to David Clerkin.

You've just written a book on corporate governance, who is it aimed at and what does it hope to achieve?

The book is aimed at directors and potential directors of companies.

It provides checklists of questions that potential directors should ask of companies they have been asked to join.

For example: Why am I being asked?

What role am I being asked to play?

What risks am I potentially exposing myself to?

If used as intended, it should help to improve the general understanding of governance and what specifically can be done to improve it in organisations.

Where are Irish companies falling down on corporate governance? What should they be doing better?

In my experience, the greatest area for improvement is ensuring that there is clarity in all that the board and the management team do.

For example, it should be crystal clear what decisions the managing director can take and those he needs to go to the board for such as the level of company borrowings and capital expenditure.

How do we compare with Britain?

I don't think Irish companies are any worse or better than companies in Britain.

Most companies had their issues, we are no exception. All countries in Britain and indeed the EU are doing their best to improve.

There are about 43 different codes of corporate governance in Europe. So there is a need to harmonise these.

What advice would you have for someone offered a position as non-executive director?

Consider the following what information and knowledge do I need to know about the company and the industry?

How has the company performed over the last three years and what are its plans for the future?

What is the company's record in relation to Corporate Governance? What are the competencies, capabilities and weaknesses of the board, and how can I complement them?

In addition to these, talk to existing and former board members, senior management, investors, suppliers and customers.

This will help to understand the personality of the organisation.

How long did the book take to write and what obstacles did you come across?

The book took a year to write.

This included desk research, face to face interviews with experience non-executive directors.

It is intended to be a very practical book with a minimum of technical or legal content.

The main obstacles to overcome were to make sure that we developed something that would be user friendly and that we were up to date with all the legal issues.

Our partners Matheson Ormsby Prentice did a great job in covering this off.

Tell us about your company.

Prospectus is Ireland's leading independent strategy consultancy.

It focuses on offering clients a full range of strategy services.