Like a baby who cannot speak for itself, an organisation depends on those entrusted with its governance to take responsibility for anticipating its needs, understanding its vulnerabilities and acting in its best interests. Section 76 of the Companies Act provides an important foundation for this responsibility. Directors are expected to be adequately informed about the organisation’s business, financial position, risks and decisions. They are expected to exercise independent judgment, act objectively and in the best interests of the company, identify and manage risks, and use their knowledge, skills and expertise responsibly. They must protect the organisation’s interests and ensure decisions are directed towards the interests of the company rather than personal, political, factional or other external interests. With the King codes of good practice, the Companies Act provides a framework for responsible corporate governance. What it does not readily answer, though, is a more human question: what personal cost can reasonably be expected of a director who is genuinely committed to the organisation’s wellbeing? The duty of care may, from time to time, require personal inconvenience. A director may have to challenge powerful people in the organisation or oppose a popular but potentially harmful decision. They may insist on obtaining independent advice, raise uncomfortable governance concerns, withstand criticism or isolation from fellow directors, or continue pursuing a matter when others would prefer it to disappear. These are serious inconveniences that test resolve, but they are arguably part of what one accepts when raising a hand to become a director. They are part of what gives directorship its weight, responsibility and, indeed, its prestige. But there are times when a director must ask a question that goes beyond, “What am I required to do?” The question becomes, “What needs to be done to ensure the organisation succeeds?” This is where genuine stewardship is revealed. What needs to be done to ensure the organisation succeeds?The law generally measures directors against an objective standard of conduct. It does not ordinarily require heroic self-sacrifice. Yet organisations do not always operate in conditions in which the legally required minimum and what is morally necessary are the same thing. What, then, is a director to do when protecting the organisation’s interests comes at a big personal cost? What happens when walking away would be understandable, but it would mean compromising a deeply held sense of personal integrity? This question is particularly important in South Africa, where corruption, institutional capture and organised criminality have, in some instances, placed extraordinary pressure on people attempting to protect public and private institutions. For instance, the evidence emerging before the Madlanga commission has been eye-opening about the underhanded dealings in the upper echelons of authority. It has raised disturbing questions about alleged attempts to undermine and personally target senior law enforcement officials, including Lt-Gen Dumisani Khumalo. It reflects how institutional responsibility can sometimes carry consequences that extend far beyond the boardroom. In such circumstances walking away may be understandable. Yet there are individuals who remain because their personal integrity will not permit them to abandon what they believe they have been entrusted to protect. A recent example involving the seven former National Student Financial Aid Scheme board members illustrates this dimension of the problem. After the dissolution of the board and the appointment of an administrator in May, the board members approached the courts to challenge the decision. The subsequent court outcome granted interim relief, reinstating the directors pending further legal process. The minister indicated that he would engage with the board to find a constructive way forward. Whatever one’s position on the underlying dispute, the episode illustrates the personal costs that can accompany institutional stewardship. Being removed from any board can carry a personal and professional cost. Challenging such a decision in court can carry an additional financial cost. For individuals who accepted public directorship as a contribution to the country, being placed in such a position can feel like a profound personal betrayal. It forces directors to ask, how far is too far? Perhaps it is time to ask whether our governance frameworks should create a discretionary mechanism to recognise a director who, acting in good faith and in the interests of the organisation, voluntarily assumes personal costs beyond what the law strictly requires of them. The law can define the duty of care, but it cannot define the limits of conscience. Sometimes the person who does what the organisation needs — despite the personal cost — demonstrates something more than being a good director. They demonstrate stewardship. Perhaps that is the question governance frameworks should ask: what are directors prepared to do when doing the right thing carries a personal cost? • Dr Vilakazi is an academic and organisational development practitioner whose work focuses on how governance and power are exercised in institutions, particularly where they are misunderstood and misapplied.Business Day