Transcript Slide 1

Corporate Governance
Forum 2013
Corporate governance —
practical tips
Presenter: James Beck
Managing Director, Effective Governance
© Effective Governance 2013
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Largest independent, Corporate Governance
consulting firm in ANZ.
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Combine research with practical methods
developed in the field with clients over a twenty
year period.
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This covers the spectrum of companies from:
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ASX/Public,
Private,
APRA Regulated ,
Charity/Not-for-Profits,
Government-owned, and
Family Businesses.
© Effective Governance 2013
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CSA has partnered to provide you the tools:
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CEO Review Diagnostic.
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Board Review Diagnostic
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Across the spectrum of companies from:
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ASX/Public,
Private,
APRA Regulated ,
Charity/Not-for-Profits,
Government-owned, and
Family Businesses.
© Effective Governance 2013
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Board Reviews - Good Practice vs Compliance
“Reviewing the performance and contribution of
corporate boards has been recommended as ‘good
practice’ for some years now”
Anything to declare?, Chartered Secretaries Australia and
Boardroom Partners Pty Ltd, 2012
“Companies should disclose the process for evaluating
the performance of the board, its committees and
individual directors”
ASX Corporate Governance Council Corporate
Governance Principles and Recommendations, 2nd ed,
Recommendation 2.5
© Effective Governance 2013
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Board Reviews - Benefit to the board
What are the Benefits:
• improving the effectiveness of the board to
achieve objectives
• identifying any issues for improvement
• clarifying individual and group roles
• team building among board members
• improving relationships between the board
and management
• improving corporate performance.
© Effective Governance 2013
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eG capstone model: High Performance Board Model
Organisation Environment
Organisation
Legal
Constitution
Type
Framework
Strategy
History
Board Environment
Board Roles
Board Dynamics
Board
Competencies
• Knowledge
• Skills
• Abilities
• Diversity
• Size
Board
Structure
• Roles
• Processes
• Procedures
• Committees
Board
Behaviour
• Personality
• Values
• Norms
• Relationships
Strategy
CEO and Executive
Monitoring
Risk Management
Compliance
Policy Framework
Networking
Stakeholder Communication
Decision Making
Work with and through the CEO and Executive
Organisational Performance
© Effective Governance 2013
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eG Board review Diagnostic - outputs
© Effective Governance 2013
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© Effective Governance 2013
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CEO Expectations – benefit to the board
eG CEO expectations diagnostic
provides the board and the CEO
with the opportunity of being
clearly aligned on how the CEO is
to meet the expectations of the
board.
© Effective Governance 2013
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eG CEO Assessment Model
© Effective Governance 2013
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Outcomes of a formal CEO assessment
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Alignment behavioural expectations of the CEO
between the CEO and the board
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Determine overall performance for the previous 12
months
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Assist in determining remuneration levels for the next
12 months
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Assist in determining the amount of performance bonus
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Enhance the CEO’s performance through personal
development
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Assist in succession planning
© Effective Governance 2013
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CEO expectations questions
Disagree
Neither
Agree
Nor
Disagree
Agree
Strongly
Agree
Don’t
Know
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The CEO understands the organisation’s requirements for governance practices:
(Board Only)
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The CEO has a strong working relationship with the Board Chair: (Board Only)
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The CEO has a strong working relationship with the Board of Directors: (Board Only)
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The CEO ensures the Board receives information destined for outside stakeholders
before it is communicated to them: (Board Only)
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Strongly
Disagree
Disagree
Neither
Agree
Nor
Disagree
Agree
Strongly
Agree
Don’t
Know
The CEO has the strength to make the tough decisions:
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The CEO has personal presence and creditability:
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The CEO has an effective oral and written communicator:
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The CEO facilitates cohesiveness and teambuilding among those with whom he or
she works: (Management Only)
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The CEO demonstrates and ability to work with diverse groups and individuals:
(Management Only)
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Strongly
Disagree
The CEO effectively represents the needs and concerns of the Board back to the
management team:
Working with the Board
Personal Qualities
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CEO Expectations Diagnostic - feedback
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Availability?
CSA Website …. mid June
• Board Review Diagnostic
• CEO Expectations Diagnostic
Coming soon…
• Board Skills Assessment
© Effective Governance 2013
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© Effective Governance 2013