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Corporate Governance Forum 2013 Corporate governance — practical tips. Presenter: James Beck Managing Director, Effective Governance. Largest independent , Corporate Governance consulting firm in ANZ. - PowerPoint PPT Presentation
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© Effective Governance 2013
Corporate Governance Forum 2013Corporate governance —practical tipsPresenter: James BeckManaging Director, Effective Governance
© Effective Governance 2013
• Largest independent, Corporate Governance consulting firm in ANZ.
• Combine research with practical methods developed in the field with clients over a twenty year period.
• This covers the spectrum of companies from:• ASX/Public,• Private,• APRA Regulated ,• Charity/Not-for-Profits, • Government-owned, and• Family Businesses.
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© Effective Governance 2013
• CEO Review Diagnostic.
• Board Review Diagnostic
• Across the spectrum of companies from:• ASX/Public,• Private,• APRA Regulated ,• Charity/Not-for-Profits, • Government-owned, and• Family Businesses.
CSA has partnered to provide you the tools:
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© Effective Governance 20134
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 20135
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
eG capstone model: High Performance Board Model
Organisation Environment
Organisational Performance
Work with and through the CEO and Executive
Board Environment
StrategyCEO and Executive
MonitoringRisk Management
CompliancePolicy Framework
NetworkingStakeholder Communication
Decision Making
BoardCompetencies• Knowledge• Skills• Abilities• Diversity• Size
BoardStructure• Roles• Processes• Procedures• Committees
BoardBehaviour• Personality• Values• Norms• Relationships
Board Dynamics
Legal Framework
OrganisationType
Constitution HistoryStrategy
Board Roles
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© Effective Governance 2013
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.
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© Effective Governance 2013
Outcomes of a formal CEO assessment
• Alignment behavioural expectations of the CEO between the CEO and the board
• Determine overall performance for the previous 12 months
• Assist in determining remuneration levels for the next 12 months
• Assist in determining the amount of performance bonus
• Enhance the CEO’s performance through personal development
• Assist in succession planning
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© Effective Governance 2013
CEO expectations questionsSAMPLE
Working with the Board
Strongly
Disagree
Disagree
Neither Agree Nor
Disagree
AgreeStrongly Agree
Don’t Know
The CEO effectively represents the needs and concerns of the Board back to the management team: 1 2 3 4 5 9
The CEO understands the organisation’s requirements for governance practices: (Board Only) 1 2 3 4 5 9
The CEO has a strong working relationship with the Board Chair: (Board Only) 1 2 3 4 5 9
The CEO has a strong working relationship with the Board of Directors: (Board Only) 1 2 3 4 5 9
The CEO ensures the Board receives information destined for outside stakeholders before it is communicated to them: (Board Only) 1 2 3 4 5 9
Personal Qualities
Strongly
Disagree
Disagree
Neither Agree Nor
Disagree
AgreeStrongly Agree
Don’t Know
The CEO has the strength to make the tough decisions: 1 2 3 4 5 9
The CEO has personal presence and creditability: 1 2 3 4 5 9
The CEO has an effective oral and written communicator: 1 2 3 4 5 9
The CEO facilitates cohesiveness and teambuilding among those with whom he or she works: (Management Only) 1 2 3 4 5 9
The CEO demonstrates and ability to work with diverse groups and individuals: (Management Only) 1 2 3 4 5 9
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© Effective Governance 201314
Availability?
CSA Website …. mid June • Board Review Diagnostic• CEO Expectations Diagnostic
Coming soon…• Board Skills Assessment
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