Governance

Constitutions – The Foundations of Good Governance

Constitutions are crucial documents. At a national level, they describe how a country is governed. In democracies Prime Ministers and Presidents are elected to office following the processes described in a nation’s constitution. The Australian parliament states that the “national constitution is a set of rules for governing a country”. Similarly, constitutions lie at the heart of associations and charities and provide their rules. Significantly, they define who the members are and the process by which the organisation is run and elects its leadership.

In Service of Two Masters – Conflicts in the Context of Multiple Directorships

Director recruitment is an important task for both not-for-profit and for-profit organisations alike. It is an opportunity to enhance the skills, experience and diversity of the existing board and ensure the directors are best placed to serve the organisation into the future. But what happens when the preferred candidate already sits on multiple boards, including the board of a potential competitor? It is a well-known principle of corporate governance that a director owes certain duties to the organisation they serve.

How to Handle Conflicts of Interest at your Not-for-profit Organisation

A conflict of interest occurs when someone has the opportunity to use their authority to benefit themselves, instead of the party they’re supposed to be serving. In not-for-profits (NFPs), this can take the form of awarding lucrative supply contracts to family or friends, giving certain people exclusive benefits, or interfering with awards. NFPs have to consistently monitor for conflicts of interest, so that changes with the agenda and board members’ circumstances don’t create an issue no one catches.

Climate Risk Governance – The Role of the Board

Organisations can no longer ignore the pressing need for a proper climate risk governance strategy. Corporate liability due to failure to discharge duty in direct relation to climate risk is now a reality. Boards and directors can — and should — systematically apply a climate risk governance strategy to ensure they have discharged due care and diligence to mitigate this risk. At one of our recent webinars on Climate Risk Governance, Charlotte Turner, Senior Associate at MinterEllison, presented the key ways in which not-for-profit (NFP) boards and directors should effectively govern climate risk.

Improving Governance and Transparency

Good governance is vital for transparency and ongoing public support for the charity and Not-for-profit sector. It is important that boards are aware of recent regulatory changes and ACNC innovations that will bolster governance and transparency. Our latest official data shows Australians donated $12.7 billion to charities in the 2020 reporting period, up from $11.8 billion in the previous period. Transparency and accountability underpin that strong level of trust and confidence.

The Journey To A Customer Driven Marketplace

Do you have a strong understanding of the fundamentals of Good Governance? Does your board and executive understand what it needs to do to win in the new customer driven marketplace? The strategic and organisational impacts and implications of the new customer-driven, competitive marketplace are profound. Never before and probably never again will the boards, chief executive officers and senior managers of Australian community businesses (NFPs) face such a cataclysmic shift in the way they need to think, behave and operate.

Welcoming and Initiating New Board Members

Board transitions are a great opportunity to renew and invigorate a board. New board members can bring enthusiasm, a fresh perspective and new ideas to the table. Yet joining a board can be a daunting experience and transitions are most successful when boards properly orientate their new directors to the cultures and practices of their organisation. The difficulties of attracting new board members has been widely written and spoken about in non-profit governance discourse but securing a desirable candidate is only the first step in the process of renewing a board’s membership.

What Makes a Great Company Secretary?

What Makes a Great Company Secretary? At one of our recent webinars on the Role of the Company Secretary, Kristy Huxtable, Head of Company Secretariat at Australian Retirement Trust, shared insights from her experiences in the role. We’ve gathered together some key points from the webinar into a brief article to assist those donning the Company Secretary hat. A boardroom can be an intimidating setting. For it to be less so, each person involved in an NFP’s management and its board should understand the intricacies of their given role.

Five Fatal Flaws to Avoid in Your Next Board Review

Five fatal flaws to avoid in your next board review: 1. A lack of purpose, rather than a lack of talent 1 Ask yourself, why are we doing a board review? If the answer is, we are required to do so under our board charter, then beware, you are missing a great opportunity. Boards are encouraged to stand back and reflect on where their organisation is on its journey of development and how the board is operating in this context.

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.