The first governing boards of nonprofits are often made up of people who are founders or passionate supporters of the founders. And there is nothing wrong with this, as it takes concerted effort and a huge time investment to get a new nonprofit successfully launched.

The Founder Board are generally rolling up their sleeves and playing the part of both board and executives/ management, until funding comes in to employ people to manage and execute on the vision.

One component of the evolution from Founder Board is the letting go of executive powers, stepping back from administration, and settling into the oversight and governing role that a board is meant to play.  Along with this should come an awareness of the need to engage in succession planning (making sure that the baton is incrementally and sensibly passed to the next board) and consideration of the ideal board composition and whether the board could do with some ‘independent’ directors.

The inclusion of ‘independent’ directors on the board is widely regarded as a safety mechanism against possibly collusive (or just too comfortable) ‘insiders’, and as bringing valuable outside or fresh perspective to the work of the board. It has become a component of credibility for many, especially as it is included in all governance guides and codes as an essential element of good governance.

The widely influential King Codes (King V effective from 1 January 2026) has this to say about the ideal composition of governing bodies:

“The governing body ensures that its composition is balanced with respect to the mix of competencies, diversity and independence that enables it to discharge its obligations objectively and effectively.”

Regarding the classification as ‘independent’ King V advises that:

“The governing body may categorise its non-executive members as independent if it concludes that there, is no interest, position, association or relationship which, when judged from the perspective of a reasonable and informed third party, is likely to unduly influence or cause bias in decision making in the best interests of the organisation”

This King V definition of an ‘independent’ director is referred to in the B-BBEE Codes, specifically in the part which deals with the “Flow-through” of B-BBEE status. Simply put, an NGO can have level one B-BBEE status based on the racial composition of its beneficiaries alone. However, if the NGO owns shares in a commercial company, that prime B-BBEE status can only ‘flow through’ to the subsidiary if, amongst other factors, 50% of the board are ‘independent’.  So in the case of a B-BBEE flow-through model, independent directors are mandatory.

So, no matter what gets you into the room, once you are on a board you are required to remove your other hats, and do your duty toward this organisation you serve.

For all other organisations they are a factor in assessing credibility of an organisation. And the King V Guidance Note to its application to nonprofits recognises this 

“The governing body should be composed of individuals with the necessary mix of competencies, diversity and personal qualities to enable it to discharge its responsibilities effectively. A balance between professional expertise and stakeholder insight is often required.

Where governing body members are appointed as representatives of specific stakeholders—such as donors, beneficiaries or affiliated institutions—care should be taken to preserve independence and objectivity in decision making and collective accountability.

NPOs may face challenges attracting independent professionals due to resource limitations or their inability to offer competitive remuneration. However, they are encouraged to approach professional associations, academic institutions or volunteer networks to source suitable individuals willing to serve, in many instances, pro bono or at minimal compensation. Independence of mind and freedom from conflicts remain critical, regardless of whether members are appointed internally or externally.”

However, it is important to note that it is not just those who pass the test of being ‘independent’ directors who have to act with independence. The essence of the fiduciary duty is that you have a custodial duty, acting not in your own interest, but in the interest of the organisation that you serve.

So, no matter what gets you into the room, once you are on a board you are required to remove your other hats, and do your duty toward this organisation you serve.

As King V says, the individual members of the board have the responsibility:

“to exercise independence of mind and have the courage to speak up when necessary”

 Originally published in ngoLAW Brief, First quarter, 2026.