Spoiler alert: This articles contains spoilers up to and including season 4 of Game of Thrones.
We’ve seen the importance of succession planning with Robert Baratheon and also how a risk appetite statement and risk register could have helped Robb Stark. This week, we’ll be diving into the unpleasant tenure of Joffrey Baratheon.
Joffrey of the House Baratheon, the First of His Name,
Lord Paramount of the Stormlands, Lord of Storm’s End,
King of the Andals and the First Men,
Lord of the Seven Kingdoms and Protector of the Realm.
Joffrey Baratheon ascends the Iron Throne after Robert’s death and his rule is characterised by arrogance, naivety, sadism and tyranny. After countless acts of physical and psychological torture upon his subjects, Joffrey is eventually poisoned at his wedding to Margaery Tyrell. During his tenure, he beheaded Ned Stark, killed the prostitute Ros with a crossbow, massacred the bastards of his purported father Robert Baratheon and sadistically tormented Sansa Stark. Joffrey collected many enemies during his rule and any number of them had motive to kill him.
“We’ve had vicious kings and we’ve had idiot kings, but I don’t know if we’ve ever been cursed with a vicious idiot for a king!”
– Tyrion Lannister to his nephew King Joffrey Baratheon
This exact scenario is unlikely in the corporate world but there are certainly companies that have a board of directors or a CEO running the company like a tyrant. As Lord Acton once stated, “Power tends to corrupt, and absolute power corrupts absolutely.” To avoid a demise like Joffrey’s, directors and executives (or the King and the Small Council) need to balance power between them and clearly delineate their roles. A board charter can be a very useful tool in this regard. Board charters often include at least one of the following statements: a statement of matters reserved for the board or a statement of delegation of authority. Both serve a similar purpose, they explain what issues are within the board’s jurisdiction and what issues are best delegated to the CEO. Having a balance of power between board and executive is essential for good governance and the first principle of the ASX Corporate Governance Council (ASXCGC).
In Westeros, it would have been highly unlikely that Joffrey would have relinquished any of his power but if he did or was tricked into doing so, what would that have looked like? Perhaps the Small Council could have prepared a Small Council Charter under the guise of easing Joffrey’s administrative burden. They could have suggested that some matters are within Joffrey’s power to decide but others require Small Council majority approval. In fact, once Tywin Lannister arrived in King’s Landing it did seem that he was excluding Joffrey from most of the decision-making, however, it was never codified with a charter. This is exemplified in Eddard Stark’s beheading; a deal was made by Queen Cersei, Varys, Grand Maester Pycelle, the High Septon and Night Watchman, Yoren that Ned’s life would be spared and he would serve his punishment at The Wall. This deal had no legal basis and subsequently was not honoured by King Joffrey citing his mother and betrothed’s weak constitutions.
Let’s say that Tywin drafted a Small Council Charter, perhaps the ‘statement of matters reserved for the Small Council’ looked something like this:
- The business of the Seven Kingdoms is to be managed by the King. The King, in his ultimate wisdom, delegates part of his authority to the Small Council.
- Matters which are expressly reserved for the Small Council and passed by majority resolution are:
- Execution of any current or former member of the Small Council;
- Declaring or inciting war against foreign powers or revolutionaries
- Ordering the extermination of any person or persons in the Realm, based on; and
- Incurring expenses of more than 10 gold dragons within two moons.
This statement of matters reserved for the Small Council would have stopped Ned’s beheading directly through section 2(a) and also the succeeding war, 2(b). It also would have stopped the massacre of the Baratheon bastards 2(c) and Joffrey’s expensive name day tourney 2(d). Granted this statement of matters reserved for the Small Council was easy to draft in hindsight and it is debatable whether the King would have agreed to such a charter.
Another helpful trick to stop your subjects from poisoning you comes from the eighth recommendation of the ASXCGC; remunerate fairly and responsibly. Given Joffrey’s nature, this recommendation would have been unlikely to save him but remunerating directors and senior executives fairly will align incentives and help stop those pesky murder attempts.
Written By: Patrick Deruvo
- Feature Image provided by HBO