THE Private Sector Organisation of Jamaica (PSOJ) says the country should exercise caution in its stance against certain individuals being allowed to serve on public boards as it negatively affects the country’s governance structure, which various interest groups are pushing to improve.

“So many of us are working so hard for better. What a lot of private sector people are saying is, we can’t bother, we are not going to serve, and then who [is] left to serve — those who have bad intentions or those who are incompetent? So it’s a delicate balance, and we have to be careful how we deal with it,” Camille Facey, chair of the PSOJ’s Corporate Governance Committee, told the Jamaica Observer.

The attorney-at-law was speaking against the background of, but not specifically to, a recent Integrity Commission report which raised concerns about conflict of interest in relation to a member of the Rural Agricultural Development Authority board and her senior management position with a main contractor of the authority.

One good governance watchdog group suggested that recusing oneself from a public board and declaring conflict of interest is insufficient, and an individual who has interest in a private company that does business with a public body for which they are a board member should either quit membership or decline the offer to sit on said board.

Facey noted that, with the passage of the Public Bodies Management and Accountability (Nomination, Selection and Appointment to Boards) Regulations by Parliament last December, it is anticipated that by January there will be a pool of qualified individuals eligible for public board membership. She described the Ministry of Finance-managed database of such individuals and the overarching regulations as “novel and fantastic – one of the first in the world”.

The regulations are expected to bring transparency to the appointment of public sector boards by, among other things, limiting the number of boards on which a person can sit or chair to three. It also establishes an electronic database of prospective directors. Jamaicans can request access to the information through a written request to the financial secretary.

People may be included in the database through nomination by interest groups, such as professional bodies; business associations; trade unions; public sector agencies representing special interest groups, such as gender affairs, children, consumer affairs, and the disabled. Registered political parties may also submit nominations as well as members of academia and civil society groups. Selections are subject to due diligence.

“The law has always recognised that there are going to be people on boards who will have a conflict, that is why the law provides a methodology to be used where there is a conflict,” she said, stressing that boards need people with expertise from across industries and the requisite safeguards are being implemented to guard against conflicts of interest impacting the oversight and management process.

Facey stressed that what citizens need to be assured of is that when people are appointed to boards they are properly overseeing the management of these public entities and providing the right strategic direction to ensure that Jamaicans receive the service governments are obligated to provide.

“It is very important to you that there be boards with competencies. The quality of the board is important. You need people from industry — should we say to these people who we actually need to give public service, ‘No, you shouldn’t do it?’ If we do that, our system of governance suffers. So what needs to happen is there needs to be public understanding that these are the rules, and if everybody follows the rules and we can see that this person followed the rules, if when you look at it and you check it, they recused themselves, they did not participate in the process, there should be nothing wrong with my serving,” Facey argued.

She pointed out that, under the existing rules, procurement doesn’t come to the board but instead goes through a series of committees, including a procurement committee, and based on the value of the contract most boards ask to be made aware.

“Most boards have said, over a certain amount we need to at least be made aware of it. How most of them discharge that process is to make sure that the processes are working properly rather than approve contracts, but they will say over a certain amount, tell the board about it… not that the board approves it, but the board is made aware of it,” she stressed.

Facey acknowledged that notwithstanding the processes, it is not impossible for people to become privy to certain information which may prejudice some transactions.

“I can’t say, ‘No, that can’t happen.’ We live in a small country; you could have a friend who could give you information about the entity or things they know. These things, in a small society, they can occur,” she said.

At the same time, she said it is critical that citizens do not disengage from the process.

“We don’t want you to be terrified of your name being plastered across the front page of the newspaper, unjustifiably sometimes. What we have to do is begin to educate the public. Let us all understand, let us agree on the rules. Should we put in stricter rules? We have to bear in mind that we need many of these people in industry to serve, so what we have to have are proper safeguards to protect both the organisation and them, because it is in the interest of our governance to do so,” she stated.

Facey said the PSOJ has made significant efforts training directors for eligibility to serve.

“We need a groundswell of persons who are willing to serve their nation, especially at this time, and if we don’t do it right, then these new regulations will fail, and we will have failed. We have been working hard to say depoliticise boards, professionalise boards, and we are there now, we have to implement it,” she insisted.

At the same time, she pointed out that personal integrity is integral to board membership and noted that the regulations mandate that when there is a conflict of interest people must declare and step away from the process.

The particular board should then form a subcommittee to decide whether a conflict does exist, or where it does, if it is prohibitive, and put in place a plan to manage that conflict. “Or they can say this is really conflicting, you really should step away, so there is now a process by which you would look at it,” she said.

Facey reminded that the new regulations emerged from the issues which have plagued some public boards over the years, and that the new mechanisms will result in people being removed from the list of individuals eligible to serve on public boards, if they are found unsuitable.