Published by the Governance Institute of Australia, Global Governance Voice, February 2021

The relationship between the board and CEO is a critical one. It can be useful to bring the board and management together where there is turnover in a board or CEO, or some issues in the relationship between board and management, to ensure that there is clarity of roles, authority and expectations. Having agreed principles for operation also enhances trust and open communication.

We facilitate workshops between board and management to discuss and agree matters such as:

• the principles on which the relationship between the board and the CEO is based
• mutual expectations between the board and CEO, and
• communication protocols between the board and CEO.

A key function of any board is to appoint and monitor the performance of the CEO. In order to do this effectively the board needs to set a CEO performance framework aligned to the organisation’s strategy and desired culture, and periodically provide feedback to the CEO against that framework.

We assist boards in performing this critical function through:

• developing CEO positions descriptions
• developing and/or refining CEO performance frameworks and key performance indicators, and
• facilitating the performance review process including board and broader internal and external stakeholder feedback.

Having an effective company secretary assists in ensuring a well-functioning board and good corporate governance.

We provide contract company secretary support to organisations as a cost-effective alternative to incurring additional full-time staff overheads while providing confidence that the organisation is complying with its regulatory and statutory obligations and ensuring professional board administration.

Our experienced company secretaries also offer mentoring services.

By building strong relationships with our clients and understanding the underlying business and its strategic objectives, we provide practical, tailored board administration and governance advice and solutions suited to the client’s particular situation and needs.

Our company secretary services are available on an interim full-time basis or on-going part-time basis.

Having an effective strategic plan is critical to an organisation being able to deliver on its purpose.

We assist boards and executive management teams at various stages in the strategic planning process from facilitating strategic planning workshops, to undertaking more in-depth reviews and developing strategic plans and associated planning and implementation documents.

Our strategic planning workshops are designed to be interactive, future orientated and outcome focussed.

A key role of any board is to set the organisation’s risk appetite and ensure that appropriate risk and compliance management systems are in place and being adhered to.

We advise on a wide range of issues regarding risk and compliance including facilitating board risk workshops, reviewing risk and compliance management systems, and advising on board risk reporting.

Our approach is to ensure that risk and compliance management is not just a process but results in real and tangible information to assist the board in performing its functions.

Governance is continually evolving and hence boards and directors need to ensure that their knowledge regarding governance requirements and directors’ duties is current.

We design and deliver a wide range of governance training workshops from a couple of hours to multi-day deliveries.

Our governance workshops are designed to be interactive, practical and outcome focussed. We create an environment to encourage workshop participants to ask questions and raise issues of concern. We also draw on our extensive experience in working with boards and directors to provide real case studies and examples, and use scenarios to enhance practical understanding and application of governance principles.

Conflicts of interest and duty need to be carefully managed because they have the potential to damage corporate and individual reputations, inhibit good board decision-making, result in board decisions which are open to challenge, and/or expose directors to liability for breach of their duties.

We assist boards in managing conflicts of interest through: developing and facilitating bespoke training; drafting appropriate conflict of interest polices and procedures; and providing advice on the management of particular scenarios.

Our independent governance advice in managing conflicts of interest is tailored to each organisation and the particular situation.

Where required, we assist organisations in sourcing specialist advisors for particular legal, accounting, information technology, and financial audit and integrity issues.

Given the complex and evolving nature of corporate governance, boards often require assistance with drafting and reviewing their key governance documents. Having a current suite of governance policies not only provides clarity regarding expectations but also assists in meeting compliance obligations.

The types of documents that we regularly assist clients with include:

• board charters and manuals
• board delegation policies and schedules
• board policies on matters such as director induction, conflicts of interest, codes of conduct and confidentiality
• subsidiary company and corporate group governance, and
• best practice format for board agendas, minutes and board briefing papers.

Governance structures, systems and processes should be designed to support delivery of an organisation’s purpose and strategy. They should also be aligned with relevant regulatory requirements.

Using appropriate governance frameworks depending on the nature of the organisation, we conduct a wide range of governance reviews as well as advise on particular governance issues.

We have also developed a comprehensive governance policy and documents checklist which we use as part of our board governance reviews.

Our approach is to deliver ‘real’ governance through constructive, tailored and pragmatic advice.

Where required, we assist organisations in sourcing specialist advisors for particular legal, accounting, information technology, and financial audit and integrity issues.

It is generally accepted good governance practice for boards to regularly review the structure and level at which directors are remunerated. This ensures that organisations understand where they are positioned relative to the comparative market and enhances accountability to their owners and stakeholders.

We advise boards on the appropriate structure and level of remuneration for non-executive directors as well as specific board positions including board chair, deputy chair, committee chair and committee members.

In the case of not-for-profit organisations, we also advise boards as to the advantages, disadvantages and other considerations in deciding whether to remunerate directors.

Our remuneration advice involves us gaining an understanding of each board and the time commitment and liability of directors, as well as referencing director-specific remuneration data and undertaking bespoke research. Our work across many boards means that we also have access to our own director remuneration database.

Having the right skills, experience and diversity on a board is critical to a board being able to guide and drive the organisation’s strategy as well as effectively govern the organisation. A board skills assessment – resulting in a board composition matrix – is an important tool to assist a board identify not only its ideal composition but also areas where it might have skills, experience or diversity gaps. Once completed, a board composition matrix is a key tool to assist boards:

• identify skills gaps to be filled in a director recruitment exercise
• inform ways in which skills gaps can be met without additional directors (for example, external advisors as required)
• assist in identifying board professional development requirements, and
• inform board succession.

Board performance evaluations assist boards to reflect on their performance and identify key areas for improvement. Our tailored evaluation services are conducted on an objective and confidential basis and include: whole of board evaluations, board committee evaluations and individual director performance appraisals.

We have developed the Governing for Performance™ framework to reflect the desired features of boards in an increasingly complex and dynamic strategic environment and in light of contemporary societal expectations regarding boards and directors. We use this framework to examine a board’s performance against attributes in eight dimensions.

• developmental rather than judgmental
• appropriate to each organisation and the outcomes sought, and
• informed by rich data on the board’s operations.

We provide boards not only with an assessment of areas for improvement but work with them to develop practical ways by which to realise those improvements.

Well-designed individual director performance evaluations enable directors to reflect on their performance and contribution to the board, and are reflective of a board committed to its continual improvement.

Our individual director appraisal processes are designed to promote constructive reflection based on self and peer director feedback. Utilising our Governing for Performance™ framework, feedback is provided to directors on both their contribution of their skills and experience to the board as well as their personal attributes and behaviours.

Following recent high-profile inquiries such as the Financial Services Royal Commission, additional focus has been placed on the importance of organisational culture to governance and performance, and the role of boards in setting and monitoring corporate culture and conduct risk. The ramifications of cultural failings in companies include a loss of trust by stakeholders in the company and board, safety breaches, reputational damage and fraud. We work with boards to assist them to determine:

• the desired culture for their organisation
• the metrics, data and other information gained first-hand to provide the board with oversight of the desired culture being lived in practice, and
• how the board models an appropriate culture and ‘tone at the top’.

Board committees assist the board in the performance of its functions though examining issues in more detail on the board’s behalf. Therefore, having the right board committee structure and well-functioning committees is essential to the board’s performance. We conduct reviews of the structure and operation of board committees as well as draft board committee charters and associated documents. Our committee reviews take into account the nature of the organisation and its board, and are designed to make the board as effective as possible.

Board processes are key to effective board decision-making. We advise on various aspects of board processes including:

• board decision-making processes
• board calendars and work plans
• board agendas and minutes, and
• board reports and papers, and their presentation and content.

We design and facilitate a range of board workshops including:

• induction programs for new directors
• governance updates as part of a board’s continuing professional development
• board and management relationship, and
• board dynamics at both establishment and as issues arise.