Articles

Directors Duties – Understanding Core Business

Directors’ duties, as prescribed by law, set the scene for how a board constructs and operationalises its governance model and structure, roles and responsibilities, policies and procedures and undertakes its work and activities. Beyond directors’ duties, a shared understanding between directors of the key concepts underlying their organisations (and their practical application) provides for more effective agreement on how their board and organisation will be configured, thereby enabling fundamental governance principles and practices to be enacted.

How to Handle Conflicts of Interest On Your Not-for-profit Board

Conflicts of interest are likely to arise in any not-for-profit organisation. How you manage them can improve or damage your organisation’s reputation. A conflict of interest arises when the interests of a not-for-profit organisation’s leadership, or their friends or family, conflicts with the best interests of the organisation. The three prongs to handling conflicts of interest are: identifying them, putting steps in place to prevent them, and managing them well when they arise.

What Is It About the Role of the Chair?

Once upon a time there was a board member who was passionate and diligent but inexperienced and naïve who was asked to take on the role of Chair of the Board. “I’m really flattered. I don’t really know what I have to do other than chair some meetings, so how hard can it be?” they thought to themselves. A fairy tale it might appear to be, but this was me. Twenty years on, I reflect on my transition from well meaning board member with little experience to having held the role of chair on a few occasions in my career.

Which Comes First – the Purpose or the Behaviour?

The theme of the Better Boards Conference for 2020 was ‘passionate directors – purposeful boards’. The conference website neatly defined a ‘purposeful board’ as one that is “united, collegial, focused and disciplined, led by a chair who not only facilitates discussions and decisions, but is guided by strategy, KPI’s and timeframes.” One might gauge from this definition that contrastingly, a board that lacks purpose is therefore divided, argumentative, disinterested and irrational.

Lessons Learned from a Listening Leader

“Um, Jeremy, there’s an issue with the data in the Board paper.” So it began. I’d been in the role but days as the new CEO, taking over a team who were finalising a major meeting with our Board, including a significant financial decision that had to be made.** The words from one of my team stopped me in my tracks. Somehow, the data on which we were framing the paper was wrong.

Compliance and Creativity: the strategic obligations of directors

One of the main roles of a not-for-profit (NFP) board of directors is to develop and cultivate a long-term strategy for the organisation, which furthers the objects of that organisation.1 Despite the fact that directors appreciate that strategic planning forms part of their role on the board, directors often err on the side of caution when strategizing, or avoid developing a strategic vision for their organisation entirely. Reasons for this include:

The Discipline in Developing a Winning Culture

Culture is the buzzword of current day governance. A panacea for underperformance, inefficiency and conduct risk. Boards and executives are tasked with developing the right culture in their organisation. But we need to talk about what this means in practice for directors. There is increasing expectation that directors will get out and ‘kick the tyres’ to develop greater understanding of their organisation and its culture, empowering more active and meaningful leadership ‘from the top’ by boards.

Making Boards Fit for Purpose

Many successful organisations have not, until now, had to navel gaze – or change. Why worry if you can keep doing the same thing successfully, year after year? However, post Hayne and post Covid 19, the landscape has changed. “Good old boys drinking whisky and rye_“1 should no longer govern even the local cricket club. No organisation can ignore the requirements of corporate governance, risk management and the changed landscape – post Covid 19.

Diversity and Inclusion in the Boardroom

The twin concepts of diversity and inclusion were rising to overtake ‘culture’ as the leading ideals for organisations at the close of 2019. There is no doubt that they will take a back seat for a while as Australian companies respond to the challenges of the COVID-19 pandemic. We will be changing many of our traditional ways of doing things (culture) on the other side of this pandemic. Now is the time to embrace D & I, meet its cousin ‘belonging’ and see if we can launch into the post virus world fully engaged with our stakeholder communities.

How to run remote board meetings securely and effectively

Remote meetings present technological, social, legal and security challenges. But they also offer convenience, an opportunity to expand your board’s membership and a catalyst to evaluate the effectiveness of your meetings. Access to technology and digital literacy are vital to successful virtual meetings. Provide any skills training board members need to confidently participate in video or conference calls. Security is a particular concern with remote meetings, so review your company’s security protocols and make sure you understand any risks involved with the technology you use.