Transcript Governance
Interwork Limited
© Copyright 2013 CBB the not4profit people
A Boards role and responsibilities in a changing environment
How to keep up to date
Reviewing your board’s operating structure
Inherent risks and opportunities in a changing environment
Good governance through strategic planning
How to assess your organisation’s capacity and capability for opportunity
Board and Management - roles and responsibilities/making it work
© Copyright 2013 CBB the not4profit people
Good Governance
Focus on setting effective strategies
Implementing relevant business risk management
Rational and structured decision making
Conduct and ethics
Roles and Responsibilities
Enhancing Organisational Performance
Committing to compliance requirements
Succession planning
Quality CEO
Experienced Chairperson
Self regulating/monitoring Board’s effectiveness
Effective Audit Committee
© Copyright 2013 CBB the not4profit people
Members
Elect
Directors/ Board
Appoint
CEO
Appoint
Staff
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Legal Framework
Associations Incorporation Act 1985 [State-South Australia]
Corporations (Aboriginal and Torres Strait Islander) Act 2006
[Commonwealth]
Corporations Act 2001 [Commonwealth]
Regulators
Office of Consumer and Business Affairs [OCBA] in South Australia
Office of the Registrar of Indigenous Corporations [ORIC]
Australian Securities and Investment Commission [ASIC]
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Business Risk Planning
Business Continuity Planning
Disaster Recovery Planning
Pandemic Risk Planning
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Policy and procedures manual
Accountability and reporting processes
Insurance
Director’s and Officer’s Insurance
Public Liability Insurance
Deed of Access, Indemnity and Insurance
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Be Involved
Receive Board papers in advance
Read Board papers in advance of meeting
Attend all Board meetings
Be persistent in asking questions to clarify information
Insist on professional advice where required
Have effective systems to monitor Board decisions
Engage in frank debate
Don’t shrink from making the “hard decisions”
REMEMBER: The Legal Cases..
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Annual Planning
WHERE
HOW
•Business Plan
•Action Plans
•Implementation
Plans
Managing for Continuous
Improvement
•Business Vision
•Business Mission
•SCA
•Basis for Growth
•Functional Strategies
NOW
• Diagnostic
•Analysis
•Initial Review
START
Scope for Improvement (Strategic Planning)
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Vision/Value
Mission
SCA
Marketing
Process
E n a b l i n g
People
S t r a t e g i e s
Innovation
Finance
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Behold the tortoise!
“It makes no progress unless it sticks out its neck”
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Directors....direct
• Policy
Managers...manage
• Action
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Board Induction & Orientation – set a date
List of continuing members
Board Member job descriptions
Example - Board Agenda and Minutes
Role of Directors
Role of Office Bearers
List of Standing Committees and their scope
Organisation Chart showing delegations
Constitution
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Policy and procedures manual including:
Risk management policies
Grievance policies
OSH&W Policy
Last year’s annual report
This year’s budget
Current Strategic Plan
Organisation’s Web Site URL etc
Information about Directors and Officers Insurance
Nomination form for upcoming AGM
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Meeting Dates
Program reporting dates
Budget meetings and reporting dates
Strategic Plan Review
Board Performance appraisal dates
CEO Performance Appraisal date
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Strategic Plan
Yes
No
Is there a current strategic plan (i.e. a plan for the current period)
Was there consultation with a sample of stakeholders?
Does the plan drive Board and CEO decision making and priorities?
Is the plan reviewed at least annually by the Board?
Are internal and external changes addressed during the review?
Has the plan been communicated to all stakeholders and staff?
Have too many operational actions been created by the Strategic Plan?
Did the Board check with the CEO that the workload was feasible?
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Financial Position and Budget
Yes
No
Does the Board receive monthly P&L and Balance Sheet Reports
Does the P&L compare ‘actual’ to ‘budget’ and show ‘year to date’?
Is a bank reconciliation undertaken prior to producing the report?
Are major budget variations explained, clearly in monthly reports?
Are a cash flow forecast and options presented when emerging financial
impact may be significant?
Are major capital items presented and easily identified?
How easy is it to read and understand financial reports?
Does the Board have someone with financial qualifications who is
involved in the Board’s review/audit of financial performance?
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Funding and Service Agreements
Yes
No
Is progress against the agreements objectives / targets reported to the
Board frequently enough?
Is the receipt and acquittal of funds identified in financial reports?
Does the organisation report as required by the funding agreement to the
funding agency and the Board?
Would the Board advocate on behalf of its clients, even where this may
place government funding at risk or might clash with government policy?
The Board has a working understanding of its industry sector and the
standards that underpin the sector?
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Client needs and satisfaction levels
Yes
No
Service to clients are reasonably accessible and are equitable?
Client communication is frequent and effective?
Client information is treated with appropriate confidentiality?
The Board uses its client feedback process to shape service delivery,
strategy and decision making?
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Audit Reports
Yes
No
The Board is briefly notified in advance by the CEO of any audit and its
temporary impact on the existing workload.
The Board receives a complete copy of the audits results or report.
The Board or its sub-committee works closely with the Auditor during the
annual financial audit.
Post report, corrective actions are developed and implemented.
The Board monitors progress / outcomes of corrective actions.
The Board reviews audit reports as opportunities for continuous
improvement and risk management?
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Marketing / Public Relations / Media
Yes
No
The Board has a policy on media liaison?
As part of its PR and networking roles, could the Board do more to raise
awareness and support for the organisation?
The Chair and/or CEO have developed a relationship with the local
media?
The Board clearly understands its Sustainable Competitive Advantage?
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Risk Management
Yes
No
The Board has a policy on Risk Management?
Major risks (only) at both Board level and administrative level are
identified and documented in a risk register.
Responsibility for mitigating major risks (not all risks) is assigned?
The Board monitors risks and their associated treatment annually?
All Board members understand their cover for Public Liability and
Professional Indemnity Insurance?
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Board Practices
Yes No
Board has ‘Delegation of Authority’ and ‘Conflict of Interest’ policies.
Board has written terms of reference for sub-committees.
All Board members participate and contribute during meetings.
Agenda usually contains briefings or short reports.
Members always read their agenda/reports before meetings.
Minutes are timely, accurate, signed and securely filed.
Communication at meetings is usually clear and comprehensive.
Training /information sessions for Board members occur at least
annually.
Meetings usually generate no more than 8 actions for the CEO.
Board has succession planning/process for Chair/CEO roles.
Board members practice private frankness and public solidarity.
Board has an effective induction process for new members.
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