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MARCH - MAY 2016 QUARTERLY REPORT | VOLUME 4 30% by 2018: Gender diversity progress report companydirectors.com.au

30% by 2018: Gender diversity progress report

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MARCH - MAY 2016 QUARTERLY REPORT | VOLUME 4

30% by 2018: Gender diversity progress report

companydirectors.com.au

GENDER DIVERSITY QUARTERLY REPORT – VOLUME 4 companydirectors.com.au 2

Female appointments to ASX 200 boards have

tracked above 40 per cent so far in 2016, the

highest rate since we began monitoring figures

in 2009. This solid performance in the first five

months of the year gives us hope that we may

reach our 2018 target.

The monthly rate of female appointments reached as high

as 47 per cent in the first quarter before settling at 42 per

cent in May – a still impressive figure.

The challenge now is for all parties – ASX chairs, non-

executive directors, executive search consultants, investors and

management – to ensure this issue remains centre stage and

to assist with the identification of talented female directors.

We know from our engagement with ASX 200 chairs that

many still don’t see this as a strategic imperative that leads

to better business performance and board decisions. We

urge all chairs to read available research, conduct wider

searches for vacant positions and work with recruiters to

identify the obvious talent within our female ranks.

This report features an overview of KPMG’s analysis of the

diversity disclosures made by companies under the ASX

Corporate Governance Council’s Corporate Governance Principles

and Recommendations for financial years ending in 2015.

One of KPMG’s key findings was that very few entities set

or disclosed transparent quantitative objectives such as “30

per cent director seats to be held by women by 2018.” The

majority instead referred to the implementation of diversity

programs or initiatives such as pay equity reviews as their best

steps towards increasing the number of women on boards.

Although this is progress, particularly for organisations

that have only just started on their journey, it is vital

that organisations set numeric targets and transparently

report on them.

Transparency leads to accountability. Without accountability

and ownership, the number of women, particularly in

executive positions, will not increase. We encourage all

organisations to set numeric targets and start working towards

better gender representation across senior management.

We are pleased to announce a new partnership with Chief

Executive Women (CEW) during 2016 and beyond. We

recently co-hosted four national events, connecting our

members and introducing current and emerging female

directors to male ASX 200 directors.

AICD and CEW have also formed an advisory group of

influential male and female chairs and non-executive

directors. This group will produce best practice gender

reporting guidelines for board chairs, chairs of remuneration

and nominations committees and non-executive directors

with support from Boston Consulting Group.

The guidelines will help boards demand better gender

reporting from CEOs and executive teams, including

increased management focus, enhanced reporting capability

and accountability for the achievement of diversity targets.

The resource will be launched later in the year and we

encourage all of our members to use it and promote it to

their networks.

We have said this many times, but we will keep saying it:

we must collaborate and support each other effectively to

ensure sustainable and progressive change occurs, enabling

us to reach all of our targets in the desired timeframes.

John Brogden

Managing Director & Chief Executive Officer,

Australian Institute of Company Directors

A great start to 2016

GENDER DIVERSITY QUARTERLY REPORT – VOLUME 4 companydirectors.com.au 3

There have been a number of additions to the list of

companies with at least 30 per cent female directors since

February. The current number of companies with at least

30 per cent female directors is now at 53 (31 May 2016).

Additions

1. AGL Energy joined the list on the appointment of

Jacqueline Hey to the board on 21 March.

2. Bellamy’s Australia Limited joined the ASX 200 in March.

It already had more than 30 per cent female directors.

3. CYBG PLC joined the ASX 200 in March. It already had

more than 30 per cent female directors. It subsequently

moved out of the list on the retirement of Barbara

Ridpath on 20 May.

4. Healthscope Limited joined the list on the appointment of

Jane McAloon to the board on 1 March. It subsequently

moved back out of the list on the appointment of Dr Ziggy

Switkowski to the board on 4 April.

5. IPH Limited joined the ASX 200 in March. It already had

more than 30 per cent female directors.

6. Nine Entertainment Co.Holdings joined the list on the

appointment of Elizabeth Gaines to the board on 1 March.

David Haslingden also retired as Chair and was replaced

by an existing non-executive director Peter Costello.

7. REA Group Ltd joined the list on the appointment of

Susan Panuccio to the board on 22 March. Peter Tonagh

also retired from the board on 22 March.

8. Sydney Airport Limited joined the list on the

appointment of Gillian Larkins to the board on 4 April.

9. Burson Group Holdings Limited joined the list on the

appointment of Margie Haseltine to the board on 30 May.

10. Southern Cross Media Group joined the list on the

appointment of Melanie Willis to the board on 25 May.

Chris De Boer also retired from the board on 26 May.

11. Oz Minerals joined the list on the retirement of Dean

Pritchard on 24 May.

12. Sky Network Television Limited was added to the list in

May after AICD identified that Robert Bryden was not on

the board.

Deletions

1. NAB left the list due to the appointment of Philip

Chronican to the board on 2 May.

2. GPT Group left the list on the retirement of Anne

McDonald on 4 May.

Change of company details (addition and deletion)

Recall Holdings Limited (REC) was removed from the S&P/

ASX 200, subject to final court approval of the scheme of

arrangement whereby the company would be acquired by

Iron Mountain Inc.

Recall Holdings was replaced by Iron Mountain Inc. (INM)

after the close of trading on 21 April. Wendy Murdock was

appointed to the Iron Mountain board on 21 April.

From zero to one female director

1. Christina Lampe-Onnerud was appointed to the Syrah

Resources Limited board on 24 April.

No female directors

There are currently 20 companies in the ASX 200 without

any female directors. The number fell in March when

Karoon Gas moved out of the ASX 200. There are still no

female directors on the Karoon Gas board. The number

increased back to 21 in April due to the Investa Office Fund

board restructure and appointment of new male directors.

In May the number fell again to 20 on the appointment of a

female director to the Syrah Resources Limited board.

Progress report

GENDER DIVERSITY QUARTERLY REPORT – VOLUME 4 companydirectors.com.au 4

The full list of ASX 200 companies with the number of women on their boards is listed below. Individual chairs with an

asterisk next to their name are members of the 30% Club and have committed to achieving at least 30 per cent females

on their boards by 2018 or as soon as they can.

ASX 200 Company Chair No. of Female Directors

% of Female Directors

Medibank Private Limited Elizabeth Alexander 5 71.4%

Woolworths Ltd Gordon Cairns* 4 50.0%

AMP Limited John Palmer – Interim Chair 4 50.0%

Mirvac Limited John Mulcahy* 4 50.0%

Boral Limited James Clark 4 50.0%

Nine Entertainment Co. Holdings Limited Peter Costello 3 50.0%

Duet Group Douglas Halley* 4 44.4%

Dexus Property Group Richard Sheppard* 3 42.9%

Spark Infrastructure Trust Douglas McTaggart 3 42.9%

Navitas Limited Harvey Collins* 3 42.9%

Super Retail Group Limited Robert Wright* 3 42.9%

Spotless Group Holdings Limited Margaret Jackson* 3 42.9%

Bellamy's Australia Limited Robert Woolley 3 42.9%

Pacific Brands Limited Peter Bush* 3 42.9%

Programmed Maintenance Services Limited Bruce Brook* 3 42.9%

Trade Me Group Ltd David Kirk* 2 40.0%

IPH Limited Richard Grellman 2 40.0%

Burson Group Holdings Limited Robert McEniry 2 40.0%

Japara Healthcare Limited Linda Nicholls* 2 40.0%

Scentre Group Limited Brian Schwartz* 3 37.5%

Sydney Airport Limited Trevor Gerber* 3 37.5%

Stockland Corporation Ltd Graham Bradley* 3 37.5%

REA Group Ltd Hamish McLennan 3 37.5%

CSL Limited John Shine* 3 33.3%

Macquarie Group Limited Peter Warne 3 33.3%

Woodside Petroleum Ltd Michael Chaney* 3 33.3%

Suncorp Group Limited Dr Ziggy Switkowski* 3 33.3%

AGL Energy Limited Jeremy Maycock* 3 33.3%

Fortescue Metals Group Ltd Andrew Forrest* 3 33.3%

SEEK Limited Neil Chatfield* 2 33.3%

Bank of Queensland Limited Roger Davis 3 33.3%

Bendigo and Adelaide Bank Limited Robert Johanson* 3 33.3%

BT Investment Management Limited James Evans 2 33.3%

Orora Limited Christopher Roberts* 2 33.3%

IOOF Holdings Ltd Roger Sexton* 2 33.3%

Iron Mountain Inc. Alfred Verrecchia 4 33.3%

JB Hi-Fi Limited Gregory Richards 2 33.3%

Sky Network Television Limited Peter Macourt 2 33.3%

CSR Limited Jeremy Sutcliffe* 2 33.3%

MetCash Limited Robert Murray 3 33.3%

OZ Minerals Limited Neil Hamilton 2 33.3%

InvoCare Limited Richard Fisher* 2 33.3%

GENDER DIVERSITY QUARTERLY REPORT – VOLUME 4 companydirectors.com.au 5

ASX 200 Company Chair No. of Female Directors

% of Female Directors

Asaleo Care Limited Harry Boon 2 33.3%

Southern Cross Media Group Limited Peter Bush* 3 33.3%

Retail Food Group Limited Colin Archer 2 33.3%

Virtus Health Limited Peter Macourt 2 33.3%

Telstra Corporation Limited John Mullen 3 30.0%

Wesfarmers Limited Michael Chaney* 3 30.0%

Brambles Limited Stephen Johns* 3 30.0%

QANTAS Airways Limited Leigh Clifford* 3 30.0%

Coca-Cola Amatil Limited David Gonski* 3 30.0%

Henderson Group PLC Richard Gillingwater 3 30.0%

Sims Metal Management Limited Geoffrey Brunsdon* 3 30.0%

GPT Group Robert Ferguson 2 28.6%

Caltex Australia Limited Greig Gailey 2 28.6%

Aurizon Holdings Limited Timothy Poole 2 28.6%

Sonic Healthcare Limited Mark Compton 2 28.6%

Aristocrat Leisure Limited Ian Blackburne 2 28.6%

Incitec Pivot Limited Paul Brasher* 2 28.6%

The Star Entertainment Group John O'Neill* 2 28.6%

Healthscope Limited Paula Dwyer* 2 28.6%

Tabcorp Holdings Limited† Paula Dwyer* 2 28.6%

Iluka Resources Limited Gregory Martin* 2 28.6%

Blackmores Limited Marcus Blackmore 2 28.6%

Carsales.com Limited Jeffrey Browne 2 28.6%

Link Administration Holdings Limited Michael Carapiet 2 28.6%

Dulux Group Ltd Peter Kirby 2 28.6%

Perpetual Limited Peter Scott* 2 28.6%

Cromwell Property Group Geoffrey Levy 2 28.6%

IRESS Limited Anthony D'Aloisio 2 28.6%

Downer EDI Limited Richard Harding 2 28.6%

Myer Holdings Limited Paul McClintock 2 28.6%

Sigma Pharmaceuticals Limited Brian Jamieson 2 28.6%

Australian Pharmaceutical Industries Limited Peter Robinson* 2 28.6%

Ardent Leisure Group Neil Balnaves 2 28.6%

SAI Global Limited Andrew Dutton 2 28.6%

Whitehaven Coal Limited Mark Vaile 2 28.6%

APN News & Media Limited Peter Cosgrove 2 28.6%

Cover-More Group Limited Louis Carroll* 2 28.6%

Commonwealth Bank of Australia David Turner* 3 27.3%

National Australia Bank Limited Dr Kenneth Henry* 3 27.3%

BHP Billiton Limited Jacques Nasser* 3 27.3%

Vicinity Centres RE Ltd Peter Hay* 3 27.3%

ANZ Banking Group Limited David Gonski* 2 25.0%

Transurban Limited Lindsay Maxsted* 2 25.0%

Rio Tinto Limited Jan Du Plessis 3 25.0%

Amcor Ltd Graeme Liebelt* 2 25.0%

Insurance Australia Group Limited Elizabeth Bryan 2 25.0%

GENDER DIVERSITY QUARTERLY REPORT – VOLUME 4 companydirectors.com.au 6

ASX 200 Company Chair No. of Female Directors

% of Female Directors

APA Group Leonard Bleasel 2 25.0%

Origin Energy Limited Gordon Cairns* 2 25.0%

ASX Limited Rick Holliday-Smith* 2 25.0%

Cochlear Limited Rick Holliday-Smith* 2 25.0%

Computershare Limited Simon Jones 2 25.0%

Fletcher Building Limited Sir Ralph Norris* 2 25.0%

Challenger Limited Peter Polson 2 25.0%

Platinum Asset Management Ltd Michael Cole 2 25.0%

Bluescope Steel Limited John Bevan 2 25.0%

CYBG PLC James Pettigrew 2 25.0%

Ansell Limited Glenn Barnes 2 25.0%

Shopping Centres Australasia Property Group Philip Clark* 2 25.0%

St Barbara Limited Timothy Netscher 1 25.0%

News Corporation Keith Murdoch 3 25.0%

Greencross Limited Stuart James* 2 25.0%

Village Roadshow Limited Graham Burke and Robert Kirby 2 25.0%

Gateway Lifestyle Group Andrew Love 1 25.0%

Westpac Banking Corporation Lindsay Maxsted* 2 22.2%

QBE Insurance Group Limited W Becker 2 22.2%

James Hardie Industries PLC Michael Hammes 2 22.2%

AusNet Services Ltd Peter Mason 2 22.2%

Fairfax Media Limited Nicholas Falloon 2 22.2%

GrainCorp Limited Donald Taylor* 2 22.2%

Genworth Mortgage Insurance Australia Limited Richard Grellman 2 22.2%

Newcrest Mining Limited Peter Hay* 2 20.0%

Ramsay Health Care Limited Michael Siddle 2 20.0%

Lendlease Group David Crawford* 2 20.0%

Flight Centre Travel Group Limited Gary Smith 1 20.0%

Charter Hall Retail REIT John Harkness 1 20.0%

Sirtex Medical Limited Richard Hill 1 20.0%

Seven West Media Limited Kerry Stokes 2 20.0%

WorleyParsons Limited John Grill 2 20.0%

Mantra Group Limited Peter Bush 1 20.0%

APN Outdoor Group Limited Douglas Flynn 1 20.0%

Isentia Group Limited Douglas Flynn 1 20.0%

Saracen Mineral Holdings Limited Geoffrey Clifford 1 20.0%

Ozforex Group Limited Peter Warne 1 20.0%

Credit Corp Group Limited Donald McLay 1 20.0%

Goodman Group Ian Ferrier 2 18.2%

Crown Resorts Limited Robert Rankin 2 18.2%

Orica Limited Malcolm Broomhead 1 16.7%

Domino's Pizza Enterprises Limited John Cowin* 1 16.7%

Alumina Limited George Pizzey 1 16.7%

Magellan Financial Group Ltd Brett Cairns 1 16.7%

Adelaide Brighton Ltd Leslie Hosking* 1 16.7%

Skycity Entertainment Group Limited Christopher Moller 1 16.7%

GENDER DIVERSITY QUARTERLY REPORT – VOLUME 4 companydirectors.com.au 7

ASX 200 Company Chair No. of Female Directors

% of Female Directors

BWP Trust Erich Fraunschiel 1 16.7%

Charter Hall Group David Clarke* 1 16.7%

MYOB Group Limited Justin Milne 1 16.7%

Abacus Property Group John Thame 1 16.7%

Regis Healthcare Limited Mark Birrell 1 16.7%

Technology One Limited Adrian Di Marco 1 16.7%

Pact Group Holdings (Australia) Ltd Raphael Geminder* 1 16.7%

G8 Education Limited Mark Johnson* 1 16.7%

Steadfast Group Limited Francis O'Halloran 1 16.7%

Corporate Travel Management Limited Anthony Bellas 1 16.7%

McMillan Shakespeare Limited Timothy Poole 1 16.7%

Breville Group Limited Steven Fisher 1 16.7%

Sandfire Resources NL Derek La Ferla 1 16.7%

Costa Group Holdings Limited Neil Chatfield* 1 16.7%

Syrah Resources Limited James Askew 1 16.7%

G.U.D. Holdings Limited Ross Herron 1 16.7%

Tassal Group Limited Allan McCallum* 1 16.7%

Spark New Zealand Limited Mark Verbiest 1 14.3%

Tatts Group Limited Harry Boon 1 14.3%

Macquarie Atlas Roads Group Nora Scheinkestel 1 14.3%

Brickworks Ltd Robert Millner 1 14.3%

ALS Limited Nerolie Withnall 1 14.3%

Growthpoint Properties Australia Limited Geoffrey Tomlinson* 1 14.3%

Beach Energy Limited Glenn Davis 1 14.3%

Aconex Ltd Adam Lewis 1 14.3%

Select Harvests Limited Michael Iwaniw 1 14.3%

Liquefied Natural Gas Limited Richard Beresford 1 14.3%

CIMIC Group Limited Marcelino Fernandez-Verdes 1 12.5%

ResMed Inc Peter Farrell 1 12.5%

Asciano Limited Malcolm Broomhead 1 12.5%

South32 Limited David Crawford* 1 12.5%

Treasury Wine Estates Limited Paul Rayner 1 12.5%

Fisher & Paykel Healthcare Corporation Limited Antony Carter 1 12.5%

Vocus Communications Limited David Spence 1 12.5%

Nufarm Limited Donald McGauchie 1 12.5%

Primary Health Care Limited Robert Ferguson 1 12.5%

Automotive Holdings Group Limited David Griffiths 1 12.5%

Cleanaway Waste Management Limited Martin Hudson 1 12.5%

Estia Health Limited Patrick Grier 1 12.5%

Bega Cheese Limited Barry Irvin 1 12.5%

Oil Search Limited Richard Lee* 1 11.1%

Santos Limited Peter Coates 1 11.1%

Harvey Norman Holdings Ltd Gerald Harvey 1 11.1%

Premier Investments Limited Solomon Lew 1 10.0%

Seven Group Holdings Limited Kerry Stokes 1 10.0%

Westfield Corporation Limited Frank Lowy 1 8.3%

GENDER DIVERSITY QUARTERLY REPORT – VOLUME 4 companydirectors.com.au 8

ASX 200 Company Chair No. of Female Directors

% of Female Directors

TPG Telecom Limited David Teoh 0 0.0%

Investa Office Fund Richard Longes 0 0.0%

Evolution Mining Limited Jacob Klein 0 0.0%

Qube Holdings Limited Christopher Corrigan 0 0.0%

Northern Star Resources Ltd Christopher Rowe 0 0.0%

Aveo Group Limited Seng Lee 0 0.0%

Independence Group NL Peter Bilbe 0 0.0%

Regis Resources Limited Mark Clark 0 0.0%

Mineral Resources Limited Peter Wade 0 0.0%

Mayne Pharma Group Limited Roger Corbett 0 0.0%

ARB Corporation Limited Roger Brown 0 0.0%

Mesoblast Ltd Brian Jamieson 0 0.0%

Flexigroup Limited Andrew Abercrombie 0 0.0%

Altium Limited Samuel Weiss* 0 0.0%

Australian Agricultural Company Limited Donald McGauchie 0 0.0%

Monadelphous Group Limited Calogero Rubino 0 0.0%

GWA Group Limited Darryl McDonough 0 0.0%

Western Areas Limited Ian Macliver 0 0.0%

National Storage REIT Laurence Brindle 0 0.0%

Austal Limited John Rothwell 0 0.0%

* Members of the 30% Club† Elmer Funke Kupper is on a leave of absence from the Tabcorp board. He is still included in the numbers as a 3Z notice has not been filed with the ASX.

The number of boards that have reached the 30 per cent target and their position within the ASX 200 are included below.

GENDER DIVERSITY QUARTERLY REPORT – VOLUME 4 companydirectors.com.au 9

GENDER DIVERSITY QUARTERLY REPORT – VOLUME 4 companydirectors.com.au 10

Patricia Cross FAICDAustralian Chair and Non-Executive Director,

30% Club

Rhian Richardson Board Diversity Manager,

Australian Institute of Company Directors

The 30% Club has been busy in the past three months producing

resources and events designed to connect with individuals that have

a key role in influencing and advocating for 30 per cent women on

ASX 200 boards by 2018.

The investors working group has organised two investor events for July in

Sydney and Melbourne. These events will provide an opportunity for asset

owners, Australian equity investment managers and other key influencers

working in the funds management community to connect with CEOs and

chairs of ASX 200 companies to discuss the goals of the 30% Club and the

importance of working together to increase the number of women on ASX

200 boards.

We thank ANZ and Bloomberg in advance for hosting our Melbourne and

Sydney events.

The education working group has produced a resource on the reasons given

by chairs and NEDs as to why they can’t or won’t appoint female directors to

their boards. These were common reasons, heard at different times by all of

the working group members and contributors to this resource.

We look forward to sharing this resource with you, revealing some of the

barriers women still encounter when seeking board appointments and the

data that proves the obsolescence of these reasons.

One of our steering committee members Susan Oliver, has produced a Charter

for non-executive directors as affiliates of the 30% Club. We plan to expand our

reach from only chair members, to all directors of the ASX 200 and ask them

to commit to a set of practices and principles that will enable more women

to be appointed to ASX 200 boards. We have included a copy of the Charter

following this update. We will be discussing how we promote this widely at a

workshop being hosted in July. If you are a NED of an ASX 200 company and

would like to sign up to the Charter, please contact Rhian Richardson, Board

Diversity Manager at the AICD.

Deloitte Digital is hosting a strategy workshop in early July to help the Club

develop the marketing and engagement plan for the next 12 months. We have

invited individuals with deep audience engagement experience, particularly

digital expertise, to contribute to this workshop.

30% Club update

GENDER DIVERSITY QUARTERLY REPORT – VOLUME 4 companydirectors.com.au 11

To view our current Chair members and learn more about the 30% Club, please visit the 30% Club website at 30percentclub.org and the Australian chapter page at 30percentclub.org/about/chapters/australia. If you would like further information on the 30% Club or would like to support the Club in some capacity, please contact the Board Diversity Manager at AICD, Rhian Richardson at [email protected]

This will ensure the Club reaches not only our target

audience (ASX 200 chairs and NEDs) but also interested

professionals to influence and advocate on our

behalf. Information regarding this workshop will be

communicated in the next quarterly report.

Lastly, we now have 71 ASX 200 chair members

representing 83 ASX 200 companies. Our chair members

represent current and past ASX 200 companies. We

would like to achieve at least 100 chair members by the

end of the year. This will require our continued focus and

many conversations between the members of our chair’s

liaison group and the unsigned ASX 200 chairs.

“ We currently have 71

ASX 200 chair members

representing 83 ASX 200

companies. Our chair

members represent current

and past ASX 200 companies

and chair roles.”

GENDER DIVERSITY QUARTERLY REPORT – VOLUME 4 companydirectors.com.au 12

Charter for non-executive directors as affiliates of the 30% club

The 30% Club vision

“Our objective is to achieve 30% of

ASX 200 seats held by women by end

2018. Gender balance on boards does

achieve better outcomes.”

The 30% Club wishes to extend

its membership to non-executive

directors (NEDs) who are willing

to implement this code of practice

and/or willing to promote it within

their own spheres of influence and

boards.

This Charter refers specifically to

board composition of the top 200

ASX companies and the influence

NEDs on these boards can assert to

bring about diversity in Australian

businesses.

1. Board composition and recruitment

Create chair as champion: The chair of the board has the key role in board

member selection. Appointing a women chair could be the key driver in

increasing female representation on the board. Alternatively, a NED can educate

the chair and provide advice on the value of diversity and the means by which

diversity can be achieved, which will include the following charter. The 30% Club

website lists the current ASX 200 chair members. Reference to their support may

also help in spurring other chairs to action.

Diversity goals: Each board should have a diversity goal. The 30% Club has

established a goal of at least 30 per cent of board roles to be occupied by women.

The diversity goal should be expressed in the objectives of the board and

measured through the annual board review process. Board succession planning

usually allows time to plan and therefore time to identify women with skills and

experience relevant to the role who can be considered through board selection

and interview processes.

Move beyond who you (and your board colleagues) know: Board

renewal processes can often be simplified to seeing who board members know

and directing search firms to reference these potential candidates and their

availability. Best practice involves use of external search firms to prepare long

lists and short lists consisting of 50 per cent female candidates. To meet the 30

per cent plus target, boards must challenge the search firms to compile ‘women

only’ short lists.

Skills matrix: Although not a skill, gender can be considered in the skills matrix

that the board conducts, as a consideration in developing diversity of thought

amongst board members.

Go beyond conventional corporate experience: Historically it has been

difficult for women to achieve the seniority in corporate roles that have been

traditionally viewed as essential for a NED role. Challenge yourself and your

colleagues to think whether you really need another corporate finance director,

lawyer or ex-CEO? What skills and attributes are really needed on the board to

ensure the future sustainability and continuous improvement of the board?

Provisions for succession planning: When a female board member is retiring,

ensure a female replacement is appointed, yet go beyond just replacing female

directors and appoint additional female directors to increase the representation to

at least 30 per cent.

GENDER DIVERSITY QUARTERLY REPORT – VOLUME 4 companydirectors.com.au 13

2. Motivate and include female board members

Mentoring and support: Provide appropriate support, in particular to first-

time or new women NEDs to give them the best chance to succeed.

Induction: Ensure induction and ‘onboarding’ processes help women NEDs

settle quickly into their roles.

3. Be sensitive to culture, behaviours and bias that reduce the effectiveness of the board’s work and decision-making and be confident to bring these to the attention of colleagues

Culture and values: Promote a psychologically-safe environment in the

board and senior management team to prevent bullying or intimidating

behaviour. Create a nurturing and inclusive environment that enables each

director to speak openly and honestly.

Respect and trust: Understand that boards and management must work

respectfully and with trust, and be prepared to make colleagues aware of

behaviour that reduces that respect and trust.

Conscious and unconscious bias: In all decision-making it’s not just a

matter of addressing unconscious bias, it is also a matter of being conscious

of the bias that you will naturally bring to the table and to biases that others

may bring.

4. Apply consistent organisation-wide consideration to diversity

Company wide diversity practices: Provide oversight of the company’s HR

practices and rigour in recording and reporting to maintain the momentum

around diversity in the organisation’s workforce. Identify the diversity

practices of leading companies in diversity and request they be applied in

your company.

6. Embedding the charter

We will periodically review the effectiveness of this charter and

progress towards improving board diversity and recommend changes as

appropriate.

For further questions on the code, contact the code’s author Susan Oliver, Non-

Executive Director on [email protected]. To sign up to the charter contact

Rhian Richardson, 30% Club Executive on [email protected]

“Be sensitive to

culture, behaviours

and bias that

reduce the

effectiveness of the

boards work and

decision-making

and be confident

to bring these to

the attention

of colleagues”

GENDER DIVERSITY QUARTERLY REPORT – VOLUME 4 companydirectors.com.au 14

How do we move the dial on diversity?

KPMG research found that 5 per cent of ASX 100 companies had

female CEOs in 2011 – five years later that number hasn’t changed.

In 2011 the ASX Corporate Governance Council introduced diversity

recommendations – in part of its Corporate Governance Principles and

Recommendations, recognising that corporate diversity isn’t just good

governance, it’s good for business. KPMG research1 shows improvements over the

last four years in the proportion of women at an organisational, senior executive

and board level, albeit the rate of change in some instances has been slow.

The graph below shows changes in the proportion of female representation since

the introduction of the diversity recommendations.

The research also identified that the majority of diversity policies extend to areas

beyond gender, including age, ethnicity, religion, sexuality, disability and parental

status. The graph below outlines the beyond gender areas most frequently identified.

Laura CoughlanManager,

People Advisory

Ben TraversPartner,

People Advisory

26%

41%

22%

37%

20%

35%

Senior Executive Organisation

Female Representation - ASX 200

2012 2013 2015

68%63%

68%

88%

45%

88%

61%

51%60%

88%

47%

89%

54%

42%49%

89%

23%

87%

Religion Sexuality Disability Age Parental Status Ethnicity

Beyond Gender Diversity

S&P/ASX 200 ASX 201-500 ASX 501+

1 “ASX Corporate Governance Council Principles and Recommendations on Diversity: Analysis of disclosures for financial years ended between 1 January 2015 and 31 December 2015”, KPMG 2016

GENDER DIVERSITY QUARTERLY REPORT – VOLUME 4 companydirectors.com.au 15

Women at senior executive level

Increases in female representation at the senior executive

level have been regimental – 2 per cent per annum since

2012. While this progress is a small step in the right

direction, we think it’s important to examine which roles

have increased, rather than just the overall increase.

The graph below breaks down, by role, changes in female

representation in ASX 100 companies since 2011.

Our analysis shows female representation continues to be

concentrated to certain roles – HR, marketing and legal.

Female representation at CEO level has remained stagnant

at 5 per cent while female representation in traditional

CEO feeder roles, such as COO, deputy CEO and CFO have

either experienced no change, or even a slight decrease.

It was encouraging to see notable increases in the

proportion of women in CIO and head of business unit

roles. While the overall proportion of women at head of

business unit level remains comparatively small, female

representation in these roles has more than doubled in

the last five years. This increase indicates that at least the

pipeline for CEO feeder roles such as COO and deputy CEO

are showing the first signs of improvement.

Achieving meaningful improvements in diversity at the

senior executive level will undoubtedly take time, after

all the lead in time for initiatives such as sponsorship and

mentoring programs are not going to manifest overnight.

More than four years since the diversity recommendations

were introduced, we expected to see more progress in

female representation at the most senior levels (i.e. CEO

and CFO), particularly in the ASX 100.

The current lack of female representation at the most senior

operation levels will have a knock on effect at the board

level. For example, our review of board skills matrices

demonstrated that one of the most frequently sought after

board skills is “leadership experience” i.e. other board

experience or CEO, head of business or CFO experience.

If there continues to be a lack of female representation

in operational roles at senior levels there will not be a

sufficient pipeline of talent at the board level.

Women at board level

The AICD set a target of 30 per cent female representation at

NED level in the ASX 200 by 2018. Currently, 26 per cent of

NED positions in the ASX 200 are held by women, indicating

the AICD target is achievable, even though some companies

continue to do the heavy lifting on behalf of others, with a

number of companies still having no women on the board.

One important question is – what is the next step once

the 30 per cent target is achieved? In the UK, Lord Davies

and the FRC set a target of 25 per cent female board

representation by 2015. Having achieved this, Lord Davies

revised the target to 33 per cent by 2020.

“ ...female representation

continues to be concentrated

to certain roles – HR,

marketing and legal.”

S&P / ASX 100

5%

8%

10%

5%

19%

33%

58%

26%

7%

13%

6%

12%

29%

39%

64%

33%

11%

9%

CEO

CFO

COO/Deputy CEO

Head of Business Unit

CIO/CTO

GC/CoSec

HR

Marketing/Corporate A�airs

CRO

Other

2011 2016

GENDER DIVERSITY QUARTERLY REPORT – VOLUME 4 companydirectors.com.au 16

Achieving meaningful improvements

The latest edition of the diversity recommendations

introduced the requirement for companies to set and

disclose measurable objectives for improving diversity.

Our research indicated that the majority of entities had not

set, or at least did not disclose, quantitative objectives for

improving diversity. Most “measurable objectives” focused

on the implementation or maintenance of gender diversity

programs or initiatives such as undertaking a pay equity

review or rolling out training in unconscious bias.

The lack of quantitative objectives was particularly

evident in areas beyond gender. A minority of companies

disclosed that they were undertaking further analysis to

develop beyond gender measurable objectives but, in most

instances, measurable objectives for beyond gender had

not been considered.

Initiatives are, undoubtedly, essential steps to achieving

sustainable improvements and, importantly, to increasing

diversity in senior operational roles. However, by the

fourth year of reporting we expected more companies,

particularly in the ASX 200, would have set numerical

targets around their diversity objectives.

Time for targets

A number of companies have adopted the Male Champions

of Change approach by introducing “targets with teeth”.

Linking diversity to executive incentives sends a clear

message to participants and the market that the company

is serious about achieving meaningful improvements in

diversity, at all levels of the organisation. Importantly, this

approach places the onus for improving diversity on the

shoulders of the organisation’s leaders and demonstrates,

from the top down, that a culture of diversity and

inclusion is a key company value.

Every company will have different short and long-term

diversity objectives but, in our view, what gets measured

ultimately gets done. This doesn’t mean every company

needs to set a target to increase female representation at

senior executive level to 40 per cent by 2017 or on the

board to 50 per cent by 2018 – although these might be

appropriate long-term goals. Instead, the focus should be

on setting quantitative targets in the shorter term that will

support the achievement of long-term goals. These targets

should be used to help identify the effectiveness of various

initiatives that the business has put in place.

Numerical targets should be set at different levels of the

organisation and form part of the succession planning

process to ensure an effective pipeline of talent is coming

through the business.

By incorporating target setting within the succession

planning process, the pipeline of talent can be better

supported to achieve success. For example, opportunities

to provide P&L experience to high potential individuals at

an earlier stage in their career can be identified. This would

address one of the key barriers to increasing diversity in key

operational roles where P&L experience is a prerequisite.

What next?

Diversity will continue to be a hot topic, both in business

and society more broadly. The statistics show we’re taking

small steps in the right direction, but there is still a long way

to go. In our view, the way in which we can move the dial

on diversity is to elevate the current discussion to one that

focuses on leadership and capability. Embracing and valuing

differences, whilst recognising common ground, provides

an opportunity to build a leadership team to deal with a

changing business landscape and best meet customer needs.

The business benefits of diversity, both gender and

beyond, are increasingly being identified by investors and

forming a part of the investment decision. By focusing on

leadership and capability, and ensuring a robust succession

planning process, a diverse leadership team can be formed

to lead the business in a constantly evolving environment.

“Numerical targets should be

set at different levels of the

organisation and form part

of the succession planning

process to ensure an effective

pipeline of talent is coming

through the business.”

GENDER DIVERSITY QUARTERLY REPORT – VOLUME 4 companydirectors.com.au 17

Michael Hawker AM FAICDChairman,

The George Institute for Global Health

Past Chairman,

Australian Rugby Union

Non-Executive Director,

Macquarie Group Limited

Non-Executive Director,

Washington H Soul Pattinson

and Company Limited

Non-Executive Director,

Aviva plc

Chairs, NEDs and CEOs often speak of having a ‘lightbulb’ moment regarding diversity. Did this happen to you?

This didn’t happen to me. My first business role was at Citigroup, a diverse,

global organisation. At that time everyone was treated equally, regardless of

gender, race, religious beliefs etc. If you did the job well you were rewarded. I

also travelled regularly to other Citigroup offices and diversity in its broadest

sense was the norm. There were a high number of senior women that worked

for the company, everywhere I went. Therefore, being my first employer, I took

diversity for granted. When I joined an Australian organisation 12 years later,

I was shocked at the difference in the culture and structure. The organisation

was more hierarchical and male-dominated. It needed a massive adjustment.

You appointed three women to the board of the Australian Rugby Union (ARU) from zero when you became Chairman. Was this seen as a bold move at the time?

I didn’t see it as a bold move and there was real appetite for this change on

the board. We had moved through a significant constitutional change which

amongst other changes required that all directors be independent non-

executive directors, other than the CEO, who is the only executive director.

This enabled us to go through a proper process of finding individuals that had

the requisite skills and to create a board which had a combination of skills that

provided the best opportunity of ensuring the organisation’s competitiveness

in the future. We looked for individuals that possessed strong governance skills

as well as a mix of complimentary professional experience and to span different

generations. We also wanted a critical mass of individuals that possessed deep

knowledge of the sport, so currently there are four directors that played high

level rugby and who have also ran companies.

Clearly we wanted gender diversity, as women pretty much make all the

decisions as to what sports children play, how families and couples spend their

social time and we have a lot more women wishing to play sevens and non-

contact rugby. We also wanted to dramatically grow the sport, to give new

participants the same opportunity to experience the benefits that many of us

received from rugby – such as the personal values learnt from team sport, the

opportunity to travel and meet people from vastly different backgrounds.

It makes logical sense to have a diverse board to not only bring the skills you are

looking for but also to represent your fan base and the decision-makers in terms

of future players of the sport.

Interview with a Chair: Michael Hawker

GENDER DIVERSITY QUARTERLY REPORT – VOLUME 4 companydirectors.com.au 18

To me, diverse boards are about providing different cognitive frames of reference

to give you the capacity to best handle the future of the business you are

running. Sport is entertainment, it’s competitive and it’s global. You need a bunch

of high-quality people with great experience and who have a complex array of

complementary skills and perspectives.

The Women’s Sevens Squad is a strong contender for the gold medal at the Rio Olympics. What do you think the ARU has done particularly well to foster their growth and success? What else is the ARU doing to encourage women and girls to play rugby?

We actively went out and recruited people from different sports to join sevens.

We applied a separate team from within the game to manage the women’s

Olympic team hiring a great coach and sports management team and with

separate funding and support from the ARU. That wasn’t easy as the Australian

Rugby Union has been operating on a shoestring, so it required squeezing other

priorities to create the resources required to get them up and running. It is still

not enough support, and we are very grateful for the personal sacrifices many

of these very talented women have made to get them to this stage – currently

the number one Women’s Rugby Sevens team in the world – and they deserve a

gold medal at the Olympics.

We have worked hard to ensure the team felt a part of rugby within Australia.

We have worked closely with the traditional 15-a-side clubs to promote

sevens within their clubs. We moved sevens to be a summer sport so club

infrastructure could be utilised all year round. We also created a non-contact

game of sevens rugby to get people to come along on Friday nights throughout

the year including the summer, to play some sport and experience the

atmosphere surrounding club rugby. This enables people to try the game before

they move to the contact game, should they wish to. So we focused on building

and fostering Sevens Rugby (both women’s and men’s) from a structural point

of view, providing the support needed to grow the game. We also worked

with the women in the sevens team in a marketing capacity to help people

understand that there are opportunities for young women and girls to play

rugby. We tried to influence the clubs to be more diverse in their thinking. This

cultural change will take some time as the clubs have been male-dominated for

so long. Unless you set the tone from the top though, nothing will change.

What do you feel is the legacy you have left at the ARU since stepping down as Chairman at the end of 2015?

I have been very fortunate to have found a great group of people who have

been passionate about improving the circumstances of rugby within Australia

and internationally. Firstly, we were trying to ensure financial sustainability –

which we have achieved for the next few years. Secondly, we wanted to update

the governance structure of the game and to try and help align all the interests

within rugby to a common direction.

“ To me, diverse

boards are about

providing different

cognitive frames

of reference to

give you the

capacity to best

handle the future

of the business

you are running.”

GENDER DIVERSITY QUARTERLY REPORT – VOLUME 4 companydirectors.com.au 19

This required a complete overhaul of the Constitution, a new Board of Directors,

a new membership structure, a revised strategy to grow participation in the

sport, involving investment in new systems, new forms of the game, third party

monies, and to make clearer the decision making accountabilities throughout

the sport. Thirdly, we wanted to improve the competitiveness of our National

sides, and I am pleased that by the end of last year, the Australian Wallabies

had moved to No. 2 spot in the World under the very capable hand of coach

Michael Cheika (although clearly No.1 would be better), and both our Sevens

teams qualified for the Rio Olympics. Lastly, we were trying to restructure the

game to build the game for the future both nationally and internationally. We

were always trying to consistently engender the global values of the game.

We made progress in each of these areas. Of course it is a constant and ever

changing journey but there is a great management team at the ARU that is

continuing this progress and implementing initiatives to attract a broader

audience to the game.

In your role as CEO & MD at IAG you increased the number of women on your executive team to four out of eleven. Did you need to actively seek women out for these positions and convince them that they were ready or do you think the confidence issue (i.e. women not being confident enough to nominate for senior roles) is exaggerated?

A combination of both; some women that I wanted to move, were happy to

move immediately, some did not, for various reasons. But in nearly every case I

was able to convince them to move into the roles at a later date. I think the view

that you can’t find women on merit is complete garbage. It is easy to find women

if you have them as part of the selection criteria or you only have all-female

short lists. If you say you always pick the ‘best’ person for the job and that

always happens to be a male, then in my view you are biased. There are a lot

of very competent women out there, don’t tell me it is impossible to find them.

I also think you need to get a critical mass of women on the board and within

the executive team. It is very unfair for one person that has a different frame of

reference to everyone else; to have to be the constant lone voice. You can’t push

your different frame of reference the whole time, yet the board needs differing

views, as without diversity the board and senior leadership teams’ perspectives

aren’t broad enough. For me it is all about cognitive diversity, which typically

comes from all forms of diversity; there is racial, age, gender, experience,

vocational etc. You definitely want gender diversity however as women are

obviously approximately 50 per cent of the population and often the primary

consumers and influencers.

Did you notice a change in the working culture when more women joined the executive team?

Yes absolutely. There are some simple things that changed, such as the language

used and conversation topics. But far more materially, a higher number of

women in the organisation in senior positions led to far broader discussions.

“ For me it is all

about cognitive

diversity, which

typically comes

from all forms of

diversity; there

is racial, age,

gender, experience,

vocational etc.”

GENDER DIVERSITY QUARTERLY REPORT – VOLUME 4 companydirectors.com.au 20

Women bring different ideas and ways of solving problems, ensuring a higher

level of professionalism and greater degree of complex thinking. In my

experience, working with women gave me stronger insights into the risks of the

business, concerns employees might have, and how to improve customer service

and loyalty.

When I ran the retail bank of Westpac, I mandated to have a certain number of

women at different levels. It is amazing how quickly change happens when you

mandate it. If you implement change at the higher levels, it changes the cultures

underneath. I’ve always worked with women and I think you achieve a more

balanced view of things. I’m always looking for the differences people bring. I

don’t want the same view presented back to me; I want people that represent all

our various stakeholders.

What do you think has been the most important factor/s in facilitating women’s participation in executive and director roles?

Three things: firstly making it totally clear that you, as their manager have total

faith in their capability and that they have your unwavering support. Secondly,

that you as the boss create an environment that is inclusive, friendly and not

hostile. Thirdly, you need to improve the language and conduct. I like having

robust discussions, but I hate when people start attacking individuals. Attack

the issue, not the person. You need to foster that sort of working environment

and to encourage and respect alternative perspectives. This leads me back to

my earlier point, to ensure there is a critical mass of women so there is safety

in numbers. You want people at the table who bring their frame of reference

and you don’t want that stunted by misogynistic or negative behaviour. That is

critical. You need an inclusive environment to foster diversity. You also need to

ensure people feel respected and that their views will be heard.

You have been and are currently on boards with some strong diversity advocates such as Ann Sherry AO and Patricia Cross. What have you learnt from them?

Ann Sherry I have worked with for over 20 years both in executive roles and in

non-executive roles and she has taught me a lot. Patricia, I have known of for

a longer time frame but have only had the opportunity to work directly with

her over the past three years. Both women are hugely capable and successful

business people and are passionate and sensible advocates for greater diversity.

But I have also been very fortunate to have worked with a very large number of

very capable female executives, and to single out just a couple would be doing

them a disservice. I look at working with people as a learning experience and I

try to learn from all individuals – men and women, locals and internationals – I

don’t single out any individuals. We can learn both good and bad things from

everyone. There is always something to learn, if you have a view that you can’t

learn anything then it is probably time to retire. In building teams of people

or joining a team of people, I want to work with people that I respect, that

are doing a great job, bring complimentary skills and that have different life

experiences to me. I want them to be able to test my own assumptions.

“ Women bring

different ideas and

ways of solving

problems, ensuring

a higher level of

professionalism

and greater

degree of complex

thinking.”

GENDER DIVERSITY QUARTERLY REPORT – VOLUME 4 companydirectors.com.au 21

What do you think needs to happen to ensure women are reaching their potential in both the executive and director environment?

Firstly, you need to get to that critical mass. I strongly view 30 per cent

as the minimum in terms of a critical mass. You can do this over a 3 – 5

year timeframe without any problem in most businesses. Secondly, it is the

leadership – the competence of the leaders in providing a supportive and

gender-neutral or unbiased workplace. This will foster a diverse group of

people. I like unconscious bias training as we all have a natural instinct to

choose people we know and trust. Thirdly, you have to ensure your actions

replicate what you are saying. I have summarily fired many senior executives

for inappropriate behaviour. And finally, you have to keep at it; this is

cultural change which is hard, and takes time – for many it is a risk they don’t

want to take.

If you want more women, you can easily get more women, it isn’t difficult. Find

headhunters that are on your wavelength. If you create a highly structured

search criteria of whom you want and the skills you want, then in many cases,

you will inadvertently limit the potential pool of applicants . Finding the “right”

person is always a trade off of attributes you desire. In my view, you are really

evaluating only four key attributes – someone with the right cultural values,

a proven history of competency needed for the role, capacity to deal with

the level of complexity of the role, and the “right” temperament for the role.

Clearly each one of these attributes have a whole slew of further attributes

within them. You are always trading off some strengths in some of these with

weaknesses in others; if you weren’t then you would be looking for the perfect

person for years. A good Search Consultant will understand the trade-offs you

may make to get the “right” person. I don’t believe any of these attributes are

limiting factors for diversity. If you really want a woman for diversity reasons,

then only have women on the shortlist.

Do you have any final comments or insights you’d like to share?

We need to focus on gender diversity because in my view it’s good for business,

and it’s good for society. To me, it is all about having respect for other people.

Understanding people with different frames of reference enables you to be

most effective in whatever endeavour you are pursuing. If you limit all forms

of diversity then I can’t see how you can be as competitive or as competent in

what you do. In my opinion, embracing diversity should be the status quo.

“ We need to

focus on gender

diversity because

in my view

it’s good for

business, and it’s

good for society.”

GENDER DIVERSITY QUARTERLY REPORT – VOLUME 4 companydirectors.com.au 22

Samantha Martin-Williams FAICDNon-Executive Director,

Newcastle Permanent,

Non-Executive Director,

Salvation Army Advisory Board

Non-Executive Director,

Newcastle Permanent Charitable

Foundation Ltd

STEM (Science, Technology, Engineering and Maths) is a hot topic of

interest across the country and around the globe.

There is interest in the teaching of science, technology, engineering and

mathematics (STEM) subjects from pre-school to post-doctoral. The importance

of developing STEM skills now to prepare for the future as jobs and economies

continue to evolve and change is another area of interest. Further, gaining a better

understanding of the interaction between schools and industries to improve the

pipeline of a STEM-skilled workforce captivates others. At a strategic level, a

significant amount of intellectual effort has been invested in making the case for a

national STEM strategy and how STEM assists innovation to deliver solutions.

Clearly without some boundaries this conversation can quickly lose focus. For

now, I will concentrate on the talent pipeline for women who know STEM and

the opportunities this cohort presents to boards.

Statistically more women are studying STEM subjects however, it remains

clear that the progress is sluggish and the challenge to attract retain and

promote female talent is as multi-layered and complex as ever. That said, the

statistics emphatically show that the quality of female scientists, engineers

and mathematicians is not the issue. Girls outperform boys at secondary school

level. Growing numbers of outstanding women go onto postgraduate study and

high calibre female candidates for board positions are appointed to ASX-listed

and government entities.

Hence, it would seem worthwhile exploring whether it is the STEM sector and

its employers that need to change to attract and retain this rich and under

exploited potential. Positive change will encourage more girls to study STEM

subjects and help them to remain energised and engaged to pursue fulfilling

careers that benefit themselves, their organisations and the economy.

With the race on to attract more girls and women into the talent pool, proven

programs in Australia are driving the necessary cultural and workplace changes

that will support the attraction and retention of more girls (and boys) in

STEM. One such program producing excellent results is Regional Development

Australia (RDA) Hunter’s STEM initiative, the ME Program. The Hunter region

of NSW starts about 120km north of Greater Sydney, stretches along east

coast surf beaches to Foster and inland where grapes grow, wine is produced,

thoroughbred horses are nurtured and resources mined.

I am a proud program ambassador and advocate for women in STEM for the region.

The talent pipeline from classroom to boardroom – women in STEM

GENDER DIVERSITY QUARTERLY REPORT – VOLUME 4 companydirectors.com.au 23

RDA Hunter’s ME Program – A talent pipeline blueprint

The ME Program is an industry-led, STEM-focused, skills

and workforce development program. The ME Program is

creating and promoting opportunities for girls and boys to

help shape their education and work experience towards

sustainable and fulfilling career paths. After all, for more

women to be in STEM, one proven pathway is to have more

girls start the STEM journey.

At an operational level, the ME Program uniquely links

high schools from all sectors, State, Independent and

Catholic, with industry partners, which not only makes

curriculum more interesting but demonstrates how these

subjects are workplace-relevant. The goal is to provide

industry with a larger pool of STEM-qualified, motivated

and career-aware candidates. Since the ME Program

commenced it has engaged over 8,000 students in STEM.

The key to the Program from my point of view is that

it’s grounded in close consultation with education and

industry stakeholders. Classroom STEM learning and extra

curricula activities at smart schools are combined with

vital on-the-job work experience, delivered by a range

of Australia’s leading industries. This model may also be

known as Work-Integrated Learning (WIL).

The Program is targeted at students from years 7 to 12 and

has successfully increased the number of students, particularly

girls, undertaking science, technology, engineering and

mathematics subjects in participating schools. The Hunter was

behind the State average for enrolments in HSC Physics and

Engineering Studies before students were engaged through

the ME Program. Now, the Hunter region exceeds the state

averages in these subjects as shown below:

By engaging individuals with STEM, they are equipped

with technical skills and knowledge to help them make

informed education and career choices.

Local industry leaders welcome the opportunities to invest

in their future workforce by engaging with students in

ways that complement their recruitment initiatives.

BAE Systems Australia has a major site in the Hunter

region and is one of the ME Program’s valued industry

partners. BAE Systems has a back story that dates from

testing the first generation air defence missile systems

in 1953. Now, as one of Australia’s largest defence

companies, BAE Systems offers the Australian Defence

Force (ADF) and security customers total capability across

the aerospace, land and integrated systems, maritime and

logistics domains.

Along with BAE Systems, another 31 industry partners

now engage with 32 Hunter high schools. When the ME

Program commenced in 2010, there were four high schools

and four industry partners.

What also excites me about this Program is the

development of innovative STEM curriculum and

resource materials, which is facilitated through the ME

Program’s Living Toolkit project. Through a creative

approach to designing imagination-capturing teaching

materials, the Living Toolkit supports teachers to deliver

better quality education.

The Living Toolkit also has resources to support ME

Program’s iSTEM course. This School-Developed Board

Endorsed Course (SDBEC), was developed in consultation

with Maitland Grossmann High School (where I am an

alumna) and local industry. When the Board of Studies

Teaching and Educational Standards NSW (BOSTES)

endorsed the curriculum in 2014, seven high schools

offered iSTEM as an option for their students. As of

May 2016, 85 high schools deliver iSTEM allowing their

students to integrate their learning knowledge with the

pillars of STEM.

Together with core subjects, including Mathematics,

English, Science, Information and Communication

Technology and Engineering Studies, iSTEM provides

the foundations for pursuing 21st Century career

opportunities. This is one reason why the uptake of

iSTEM by schools has far exceeded expectations.

Girls (and Boys) like ME

• 17 per cent of students at ME Program smart schools

select HSC Physics compared with the NSW average

of 14 per cent.

• HSC Engineering Studies is selected by 12 per cent of

ME Program students compared to a state average of

4 per cent.

• 14 per cent of ME Program students select HSC

Metals and Engineering Certificate II compared

with a 3 per cent state average.

ME Program’ Hunter high schools compared to NSW average 2010–2014

GENDER DIVERSITY QUARTERLY REPORT – VOLUME 4 companydirectors.com.au 24

RDA Hunter is also partnering with local companies to

extend STEM teaching to primary schools, through the

MiniME Program. This is yet another example of an

opportunity for collaboration in this area to help us meet

the challenges of the future.

Jobs of the future

Forecasts of 40 per cent of the current workforce having

their jobs done by computers in the next decade or two

should focus our minds on finding solutions. Looking at

current trends, 75 per cent of the fastest growing jobs in

Australia require STEM knowledge and skills. Australia is

not producing enough workers with these skills.

In Australia 15 per cent of the working age population

have a STEM qualification. Australia is not alone on the

world stage of efforts to harness the technological and

innovative advantages that a STEM education can bring.

This is another reminder that we need to think globally.

Education is central to solving this conundrum. The

managers of RDA Hunter’s ME Program talk about future

developments of their program in the Smart Specialisation

Strategy for the Hunter Region, which was launched by

Prime Minister Turnbull in March this year.

These developments include:

“… educating more students in entrepreneurialism

and business acumen, for professions and trades; and

extending digital literacy which encourages businesses

to embrace digital transformation as a foundation for

growth and development. STEM, entrepreneurship

and digital literacy form an essential bundle of skills

to address changes in demographics, economies in

transition and for the workforce to be equipped for the

globally competitive jobs of the future.”

A Deloitte Access Economic survey of employers

conducted for the Office of the Chief Scientist found

STEM qualified staff are: 1. valuable to business, even in

positions where the employee’s qualifications (major field

of study) is not a perquisite for that role; 2. “among their

most innovative”; and 3. “able to adapt to changes in the

business.”

STEM qualified employees were perceived by employers to

have higher level skills in areas such as complex problem-

solving, critical thinking, programming as well as system

analysis and evaluation. These employees did not rate

as highly for interpersonal skills and time management,

which suggest opportunities to further round-out STEM

education.

The potential for STEM educated women to contribute

to boardrooms has been largely untapped. As the nation

grapples with a STEM strategy the most fruitful outcomes

will come from a focus on the talent pipeline from

classroom to boardroom. Investing in girls to get a start in

STEM subjects and for women to stay engaged in STEM

research and related careers are key parts of the goal

to increase the number of female candidates for board

appointments.

“Looking at current trends,

75 per cent of the fastest

growing jobs in Australia

require STEM knowledge

and skills. Australia is not

producing enough workers

with these skills.”

GENDER DIVERSITY QUARTERLY REPORT – VOLUME 4 companydirectors.com.au 25

Ainslie van OnselenDirector of Women’s Markets,

Inclusion & Diversity,

Westpac Group

When 60 per cent of your workforce are women, as are millions of

your customers – there’s a clear and direct benefit in having a gender

equality ambition.

This is certainly the case for Westpac Group. Only 33 per cent of our leaders

from the CEO to bank manager level were female when we set our first target in

2010 at 40 per cent Women in Leadership (WIL). We achieved it early in 2012

through a considered approach and using this positive momentum, we then

became the first bank to publically commit to the bold aspiration of having

50 per cent WIL by 2017, the year we celebrate 200 years in business. We’re

currently at 46 per cent and are on track to achieving it.

However, women have played a key role at Westpac since the start of our

business. As Australia’s first company and first bank, Westpac employed the

first female bank teller in Australia and our first landlord was a women, Mary

Reibey, who is the profiled Australian on the $20 note. We had the first female

general manager, the first female group executive and the first female board

member of all the major banks and we remain the only bank of the big four

banks to have had a female CEO, Gail Kelly. We were also the first bank to set

up a dedicated business unit for female customers which is represented by our

Ruby brand and through our rubyconnection.com.au website.

This series of powerful firsts are individual parts of a bigger and long-standing

focus on inclusion and diversity at Westpac Group. However, our experience

shows there is no one single solution for increasing the participation of women

as customers or employees or in advancing their career and financial prospects.

It has to be a systemic and built-in approach.

There are, however, three clear success factors that have resulted in our

forward tracking from 33 per cent to 46 per cent in six years. These are:

1. Make it a key business priority with leadership support;

2. Creating a cultural shift; and

3. Demonstrating a strong commitment for empowering women.

Journeying towards 50% women in leadership

GENDER DIVERSITY QUARTERLY REPORT – VOLUME 4 companydirectors.com.au 26

1. Make it a key business priority with leadership support

Westpac Group’s focus on WIL is included as part its

broader inclusion and diversity strategy based on the

supporting imperatives of:

• Creating an inclusive culture: We value the

uniqueness of our people and use this value to create a

competitive advantage.

• Attracting, growing and retaining unique talent:

We attract, develop and retain diverse individuals to

maximise performance and adapt to market changes.

• Connecting with our diverse customers: We create

meaningful relationships with our diverse customers to

deliver superior service and products.

• Engaging communities and the market: We engage

with our diverse community in everything we do to

create a sustainable future for all Australians.

Further, the 50 per cent WIL aspirational target is set

in our CEO’s and each of his group executives’ KPIs.

This means that all of our business units are working

together on achieving it. We’ve also established several

mandates that support our WIL program – such as that

50 per cent of candidates on interview shortlists have to

be female; ensure 50 per cent female participation on all

high potential and core leadership programs and having

a 50 per cent graduate female intake. In 2015 under CEO

Brian Hartzer we also introduced a WIL target of 40 per

cent for general managers by 2017 and 30 per cent for

the Westpac Group board. He has also signed up as a Pay

Equity Ambassador CEO through the Workplace Gender

Equity Agency (WGEA), to encourage all leaders to make

this a priority.

Progress on WIL is regularly reviewed by Westpac Group’s

Inclusion and Diversity Executive Council chaired by the

CEO, and made up of members of the executive team.

Meeting quarterly, the council’s role is to ensure inclusion

and diversity goals are integrated into Westpac’s Group’s

business strategy, and keep track of how initiatives

and the WIL target are progressing. This is supported

by Inclusion and Diversity Councils across each of the

business units which in turn set goals and prioritise

initiatives, ensuring our entire business is accountable for

inclusion and diversity outcomes. This robust governance

structure at key leadership levels and commitment for

change are critical success factors in helping us achieve our

WIL target.

2. Creating a cultural shift

The cultural change we’ve created around gender equity is

delivered through the soft-wiring of a range of initiatives

such as Westpac Group’s annual International Women’s

Day program. This year, for example, we celebrated it

through the theme of “Pledge for Parity”. We held 60

events around the country and internationally. To bring

thought leadership and outstanding female role models

to our customers and employees, we held a key signature

event for 1,400 people at ‘The Cutaway’ in Sydney’s

Barangaroo, featuring a keynote address from The Hon.

Julie Bishop MP, Foreign Minister and a panel facilitated

by our CEO Brian Hartzer with guests Julie Bishop,

Ann Sherry AO Executive Chair Carnival Australia

and Michelle Payne, the first female jockey to win the

Melbourne Cup.

We’re also actively recognising outstanding Australian

women. Our landmark 100 Women of Influence Awards

program, run in partnership with the Australian

Financial Review, is committed to increasing the visibility

of women’s leadership, highlighting the important

contribution women make in creating a bold and diverse

future for Australia. The internal Women of Influence

Awards program recognises our own female employees

who are making an outstanding contribution to our

business, customers and local communities.

“ The 50 per cent WIL

aspirational target is set in

our CEO’s and each of his

group executives’ KPIs.

This means that all of our

business units are working

together on achieving it.”

GENDER DIVERSITY QUARTERLY REPORT – VOLUME 4 companydirectors.com.au 27

From a talent development perspective, our Women of

Westpac Employee Action Group has over 2,400 members

(both women and men) and empowers its members

to make confident career choices through education,

information and networking opportunities. In 2015 we

launched the Equilibrium program which is designed to

bring female leaders from other industries into the

banking and finance sector. This has been incredibly

successful in helping us source diversity of thought in

our business while contributing to our WIL aspiration

and we are running another intake this year.

As a leading employer of choice, we also provide

assistance to employees who have parenting and other

carer responsibilities through our Carers@Work program.

Run by Parents@Work, the program consists of an

information portal and monthly workshops, and career

coaching for parents in the WIL population.

3. Demonstrating a strong commitment for empowering women

As a bank, hard-wiring change ensures we contribute to

the financial empowerment of women. For example, we

were one of the first publically-listed companies to provide

paid parental leave, which had flow on affects throughout

corporate Australia. We followed this up by being the

first private sector company to pay superannuation

on unpaid parental leave in 2010. This is an industry-

leading initiative which helps reverse the Australia-wide

retirement savings gap experienced by employees. We

have also increased paid parental leave to 13 weeks, and

introduced secondary parental leave for two weeks.

We offer flexible work arrangements to all employees

through our All In Flex approach, which ensures all our

40,000 existing roles globally are considered for flexible

working, as well as any new roles created. This was in

response to 89 per cent of employees (both male and

female) indicating in 2014 that they would require some

form of flexibility in the next three years. Currently 71

per cent of our employees work flexibly. We have a range

of flexible working options on offer as we know that our

people are juggling responsibilities and priorities outside

work that are important to them, such as family, study,

learning a new hobby or caring for dependants. Our

approach is that work is something you do, not a place

you go to.

We encourage regular team-based discussions between

team members and their people-leaders to design flexible

working solutions that work for the individuals, their team

and their customers.

In summary, while all this work is underway, we’re not

there yet. Our focus continues to be on what more we can

do to ensure we reach our aspirational target of 50 per cent

Women in Leadership by 2017. We’re also looking at other

initiatives to support women such as focusing on creating

solutions to support those who experience family violence.

The market has been giving us feedback that we’re on

the right track – by winning the 2015 Australian Human

Resources Institute, Most Inclusive Workplace Award and

maintaining our WGEA Employer of Choice for Gender

Equity Citation every year for over a decade.

Find out more about Westpac Group’s Inclusion and

Diversity strategy and outcomes westpac.com.au/about-

westpac/inclusion-and-diversity

“As a bank, hard-wiring

change ensures we

contribute to the financial

empowerment of women.”

GENDER DIVERSITY QUARTERLY REPORT – VOLUME 4 companydirectors.com.au 28

Julie McKayJulie is the Gender Advisor to the Chief

of the Defence Force, Chair of Women’s

College at the University of Sydney and

a diversity and inclusion consultant.

Until April 2016, Julie was the Executive

Director of UN Women’s National

Committee, a role she held for more

than nine years.

Over the last decade, I have had the privilege to work with many

Australian businesses deeply committed to advancing gender equality.

One of the most rewarding parts of my role as Executive Director of the UN

Women National Committee Australia was having the opportunity to spend

time with individuals in government, private sector organisations and other

advocates, who share my vision of a world where men and women share

leadership opportunities, have equal access to economic security and can live

free from violence. Despite the passion and will of so many, progress towards

gender diversity and inclusion has been painfully slow.

I am the first to admit that addressing gender inequality in our society is

complex and that no one program or strategy will solve the problem. However,

I believe there are four areas of opportunity for transformative change:

• Leadership accountability

• Addressing the myth of merit

• Genuine workplace flexibility

• Supply chain reform

Leadership accountability

Over the last decade, more business leaders have publically recognised the need

to address gender inequality in business and in society more broadly. During this

period, we have loudly celebrated incremental increases in the number of women

on boards, welcomed the ASX Corporate Governance Council’s recommendations

on diversity and celebrated the establishment of the Male Champions of Change.

Despite these ‘wins’ women remain seriously marginalised in our workforce,

especially when it comes to accessing leadership positions.

The ASX Corporate Governance Council’s recommendations sought to

engage companies in setting measurable objectives for achieving gender

diversity, presumably with the intent that these would be used to hold leaders

accountable for outcomes. KPMG’s recent analysis of 2015 ASX disclosures

demonstrate that while efforts have been made to articulate ‘objectives’,

they are rarely measurable or included in leadership KPIs. Examples of the

objectives being reported by the ASX 500 included developing flexible work

practices, conducting unconscious bias training and establishing female leader

networking opportunities.

Incremental or transformational – it’s up to us!

GENDER DIVERSITY QUARTERLY REPORT – VOLUME 4 companydirectors.com.au 29

These activities are all useful parts of a diversity strategy

but none of them are ‘measureable outcomes’, if only for

the fact they are almost impossible to measure.

At their most basic, KPIs might measure the percentage

of women in a manager’s team. More mature approaches

look at both the numbers of women in different roles but

also at who leaders are currently mentoring, what events

the leader is actively supporting, separation rates for men

and women and the ratio of women shortlisted for roles

compared to hires.

I have never heard an ASX executive say that profit

margins or risk management should be excluded from

a leader’s accountability framework. Yet proposals

to include diversity KPIs have been resisted very

strongly indeed.

Without targets and accountability measures for the

employment of women, women in senior leadership,

women on boards and pay equity, it is very unlikely

that real progress will be made. Targets that are publically

announced, regularly reported on to the board and

where senior leaders are held accountable through their

performance review and bonus structures are effective in

driving change that is more than incremental.

All boards should be including diversity and inclusion

targets in their CEO’s performance framework. Failure

to meet the agreed targets and drive the types of cultural

change needed should impact both on performance

and remuneration. Only by having the board assess

CEO performance on diversity metrics will there be a

change in senior leadership behaviour and fairer outcomes

for women.

Addressing the myth of merit

Leaders will often remark that while they are committed

to diversity, decisions in their organisations are based on

merit, not on gender. While that makes sense on face value,

it is critical to unpack the subjective concept of ‘merit’ to

understand its impact on perpetuating gender inequality.

There are many examples which demonstrate the ‘merit

myth’ including the widely cited Heidi vs Howard study,

which has now been replicated across business schools and

workplaces. The study saw participants ranking the same

resume more favourably when Howard Roizen was the

candidate rather than when Heidi Roizen was the name

on the resume. Participants acknowledged that Heidi was

obviously well-accomplished and highly competent, but

were less likely to want to work with her or for her.

The introduction of blind auditions for major symphony

orchestras in the US, where the player is hidden from the

judges by a screen, increased women’s chance of advancing

through preliminary rounds by 50 per cent. The New York

Philharmonic, for example, saw the proportion of women

rise from 10 per cent to 45 per cent of new hires once blind

auditions were implemented, ensuring judgment was based

on sound, not gender.

Merit is some combination of past performance and future

potential. These examples highlight that the concept of

merit is in large part a subjective measure. Subjectivity

introduces issues of bias, ‘like seeking like’ and societal

norms and expectations overshadowing some candidates.

So when we say that decisions in our organisations

are merit-based, what we are essentially saying is that

leaders use their judgement to decide who is best suited to

certain roles and opportunities and pro-male recruitment

behaviours are likely to continue.

“Without targets and accountability measures for the

employment of women, women in senior leadership,

women on boards and pay equity, it is very unlikely

that real progress will be made.”

GENDER DIVERSITY QUARTERLY REPORT – VOLUME 4 companydirectors.com.au 30

For companies that are serious about affecting

transformative change with regards to diversity and

inclusion, the idea that we can rely on some objective

merit process needs to be fundamentally challenged.

Some examples of how to overcome the ‘merit myth’

include introducing unconscious bias training for all

promotion and selection panels, reporting the statistics

about the number of women applying for roles, being

shortlisted and ultimately selected and designing strategies

to increase the numbers of women in the pipeline.

Overcoming the myth of merit requires leaders to step

up and acknowledge that the current process is impacted

by bias and that ‘cultural fit’ often disadvantages diverse

candidates. Leaders need to reshape the conversations

we have about merit to ensure that women do not face a

backlash when they are promoted, with claims that they

only got there because they were women.

Genuine workplace flexibility

Despite most large companies now having flexible work

policies, uptake of flexible work arrangements remains

relatively low and far from ‘normalised’ in business today.

There is endless research that demonstrates that regardless

of someone’s actual performance, our perception of flexible

workers (including part-time workers) is that they are less

committed to their careers.

Fostering and rewarding a culture where everyone in

the business works in ways that suits their personal

circumstances, role and preferences is critical to changing

our current mindset. The Workplace Gender Equality

Agency cites substantial evidence that demonstrates

that flexible workers and part-time workers are the most

productive workers in our organisations. In fact, if we

actually read and believed the research, we would never

again hire another full-time, always available, no visible

caring responsibilities ‘ideal’ worker again.

When discussing flexible work with leaders, often the

feedback I receive is that ‘the clients’ won’t accept not

being able to reach a team member when required. There

are two issues with this statement. Firstly it assumes

that someone who isn’t physically present in the office is

unavailable to clients, which is fundamentally not true

with modern technology. Secondly, too often it has not

actually been tested with clients, many of whom are

struggling with exactly the same issues of retaining their

key talent and trying to make work more flexible for

their own employees. Fear of losing clients impedes us

having honest conversations with clients. Where models

of flexible work have been effectively rolled out, there

simply isn’t the evidence base to support the fear that

levels of client service will decline. Explaining to clients

that their needs will be prioritised, the work will get done

and as a result of supporting a flexible workplace, they

can be assured of getting the best talent working on their

account, is an easy step that we often miss.

Renowned academic, Professor Marian Baird found that

one major barrier to flexible work was the lack of training

provided to managers about how to implement the policies

and support workers transitioning to flexible work (2010).

Without this education, Baird found that workers were

nervous to request flexible work options.

Norms are set by the leadership, yet when employees

look up within organisations and see leaders frantically

running between meetings, booking their time 12 hours

a day, six days a week, they simply don’t believe that

flexible work is a real option if you want a career in that

organisation. There remains a significant gap between

our rhetoric on flexible work and our commitment to

implementing the policies.

If leaders were to do one thing differently in 2016, it

would be to require that their leadership teams worked

flexibly and actively promoted how they were working

remotely or different hours, enabling them to manage

other life priorities.

“Overcoming the myth of

merit requires leaders to step

up and acknowledge that the

current process is impacted

by bias and that ‘cultural fit’

often disadvantages diverse

candidates.”

GENDER DIVERSITY QUARTERLY REPORT – VOLUME 4 companydirectors.com.au 31

When leaders demonstrate no career detriment to working

flexibly, uptake of these options increases and employee

engagement follows.

The role of company directors in all of this is to

recognise adoption of flexible work arrangements as

one positive indicator of a culture that is inclusive.

Requesting information about the uptake of flexible

work arrangements, whether flexible work is impacting

promotion and hiring decisions, and incentivising the

CEO and leadership team to role model flexible work

themselves, are all ways that directors can support

genuine workplace flexibility.

Supply chain reform

While awareness-raising and individual leaders have had

some impact in driving gender equality, if transformational

change is to be realised, there will need to be further

pressure placed on businesses. Government intervention

through legislated quotas has been very effective in

countries like Norway, however at this stage there is no

political will for quotas in Australia. Another way to drive

behavioural change is through supply chain pressure.

Companies can actually encourage their suppliers to take

steps to make their workforces more gender diverse by

requiring them to respond to questions about diversity

and inclusion in their tender process. The simple act of

requiring suppliers to respond to questions about how

they are actively working to make their workforces more

diverse and inclusive forces a conversation in the supplier

company. Where choices are made based at least in part on

this information, change will start to occur.

Supply chain pressure has been effective in driving

improved workplace health and safety standards in the

garment and manufacturing industry and in reducing

the carbon emissions of numerous companies seeking to

meet client requirements. Many big businesses and both

the Federal and Queensland Governments have diversity

requirements in their procurement processes.

Directors of ASX companies should be asking about how

diversity and inclusion is being considered in procurement

processes, and requiring that steps be taken to preference

suppliers who are leading in this area. Not just because it

is the right thing to do, but more importantly because it

means that suppliers are more likely to be making better

business decisions and considering risks most effectively.

Conclusion

In my experience, about 95 per cent of organisations

that are seeking to improve diversity and inclusion have

some form of mentoring program or leadership training

for women. The ‘products’ of these programs are profiled

in company newsletters and annual reports. Of all the

organisations I have worked with over the last decade,

only the Swedish Military has a program focused on what

men might need to do differently in order for gender

equality to be realised. What this means is that we

consistently reinforce to our workforce that the problem

is with women, not with the structure and assumptions

they are working within. In 2016, perhaps it is time

we took a different approach, starting with leadership

accountability, addressing the myth of merit, creating

genuine flexibility and engaging our suppliers. Perhaps

it is time to shake things up a little and reallocate the

budgets we currently allocate to enhancing women’s

leadership skills to coaching leaders to be more mindful

of how to lead diverse and inclusive teams.

The evidence base is clear – more diverse and inclusive

businesses will be ones where all employees feel safe,

supported and authentic, thus enabling them to commit

themselves fully to their work. The fundamental question

of advancing gender diversity and inclusion is one of

leadership. Are we willing to tolerate incremental progress,

or are we ready to fundamentally rethink the current

system and ensure that women and men have equal access

to opportunity in our society?

“The role of company

directors in all of this is

to recognise adoption of

flexible work arrangements

as one positive indicator of

a culture that is inclusive.”

GENDER DIVERSITY QUARTERLY REPORT – VOLUME 4 companydirectors.com.au 32

Louise McElvogue GAICDTrustee,

Sydney Living Museums

Chair,

Faculty of Arts and Social Sciences

Advisory Board at UTS

Member,

Industry Advisory Board

at UTS Business School

As changes in digital and technology rewrite business rules in

every sector, boards are navigating the best way to incorporate

these skillsets.

Boardroom visits to Silicon Valley have become so common in recent years

some commentators have unfairly dubbed them “director tourism”.

Immersion in the Valley dynamic of technology companies, start-ups and

academia can be invaluable to fast-track digital and technology knowledge on

the board, galvanise strategic plans and underline the cultural change needed

to encourage innovation.

The real challenge, however, is maintaining that momentum in the boardroom

back home and ensuring ongoing engagement in the issues so that digital

becomes part of the board’s DNA.

Boards are increasingly looking for directors experienced in digital and

technology to help with this engagement and many ASX companies listed this

experience in their skills matrix for the first time last year.

While some boards are focused on recruiting directors with relevant

experience, others are establishing technology advisory boards to bolster that

connection with current expertise. Consumer-facing businesses, like retailers

and banks, are often doing both as well as adding technology and digital board

committees to address the issues.

Deciding the best approach depends on the context of your business challenges

and existing skills mix. Below are some issues to keep in mind for boards

looking to increase their exposure to digital and technology.

Less technical, more cultural

While Silicon Valley trips focus the board on the latest technology and digital

platforms, the takeaway for many directors is the fundamental cultural change

needed to encourage innovation.

This shift is as much about people as it is about technology. Success in the

digital realm requires a laser-like focus on customer-centricity and most

businesses require major cultural and organisational change to make this

happen.

Board navigation in the digital age

GENDER DIVERSITY QUARTERLY REPORT – VOLUME 4 companydirectors.com.au 33

A director’s technical understanding per se, is less

important than their experience using technology to

transform businesses, applying a digital mindset to

strategic decisions and navigating change.

Having an experienced person in the boardroom asking

the right questions is a great catalyst for driving change

and bringing an outside view.

Dealing with opportunity and risk

The very term digital disruption frames these changes

as risks rather than opportunities. It is important for the

board to balance both opportunity and risk and adjust the

risk appetite appropriately.

There is plenty of risk that boards need to be across

including managing brand and reputation on social

media, the threat of cybercrime and technology failure.

It is important to ensure the board has visibility of these

threats, an understanding of their potential impact and

appropriate disaster recovery, crisis and contingency plans.

There is also much opportunity in digital and technology,

which may need a different approach from the board.

Rapid product development and innovation mean some

boards may need to get comfortable with a faster pace of

decision-making and a different understanding of risk in

non-core parts of the business.

Breadth and depth, finding the right director

Many Australian boards have added digital and

technology to their skills matrix in the past year,

but directors are not hired for these skills alone.

A good director brings broad business strategy and

operational perspective and is able to contribute to

the debate beyond digital.

A recent analysis of the ASX 300 found that each board

has an average of 2.6 board members from accounting and

finance and only 0.25 board members with a technology

background. Technology expertise is under strength across

listed companies accounting for just 4 per cent of the

available board roles, according to the Watermark Board

Diversity Index 20161.

Similarly, digital and technology experience do not feature

in the top directors skills of ASX companies, according to a

report for the ASX on Corporate Governance by KPMG.

Given the impact of technology on every sector, the

authors were surprised that more ASX companies,

particularly those in the top 200, did not identify

technology and digital experience as a top ten competency

for directors2.

Boards need to be clear about the digital and technology

skills they require, based on their strategic plan.

Understanding for example, if there is a greater emphasis

on innovation or transformation experience will help

define the appropriate director experience. This avoids the

temptation to use terms like “digital director” as a catch-all

for anything technical.

While some boards may need very specific technology

skills – such as the manufacturing or mining sectors

– many are looking for experience of technological

disruption in business models, operation and using digital

to reach consumers.

A good example is the skills outlined by AGL Energy

for new board appointees, which reflect the needs of

a consumer-focused company, facing competition and

changing customer behaviour.

These included “Experience from an industry that

has been materially disrupted or transformed by the

emergence of new technologies” and “Experience in

consumer markets with an understanding of customer

behaviours in an increasingly digital world”3.

Finally, a note on age. In the push for digital skills,

some businesses get fixated on finding a digital native,

technically someone born after 1980. This is an unhelpful

criterion that rules out many qualified candidates (Google

founders Sergey Brin and Larry Page, for example,

would not qualify). As with any director, the skills mix,

experience and compatibility with the board remain more

important factors.

1 http://watermarksearch.com.au/files/2016/04/Watermark-Board-Diversity-Index-2016.pdf2 https://assets.kpmg.com/content/dam/kpmg/pdf/2016/05/asx-corporate-governance-council-principles-recommendations-jan-dec-2015.pdf3 https://www.agl.com.au/~/media/AGL/About%20AGL/Documents/Media%20Center/ASX%20and%20Media%20Releases/2015/150826_CorporateGov_1466519.pdf

GENDER DIVERSITY QUARTERLY REPORT – VOLUME 4 companydirectors.com.au 34

Digital and technology are the responsibility of the whole of the board

Technology is transforming the rules of business in every

sector and understanding its impact is the responsibility

of every board member. Just as each director needs to

understand the company’s accounts, they also need to

understand investment, risk and opportunity from digital

and technology

The head of the Audit and Risk Committee may need to

know what an API* is as much as the digital director needs

to understand what NPV* means.

* API stands for Application Programming Interface

and APIs are the common way technology companies

integrate with each other.

* NPV Net Present Value. The difference between the

present values of cash inflows with the present value

of cash outflows.

Boards increasingly understand that digital cannot be

the responsibility of one director. Each board member

needs to become digitally savvy and understand the

specific issues in the sector.

Ensuring Digital Currency

The dynamism of the landscape means that technical

experience is quickly outdated. The impact of smartphones

has so fundamentally changed business that technology

experience before the 2007 introduction of the iPhone is

not applicable according to some commentators.

While many businesses may have focused in recent years

on the growth of social media or the move from the web to

mobile and wearables; tomorrow’s big issues will include the

impact of artificial intelligence, virtual reality, technology like

Blockchain and other developments yet to be discovered.

Ensuring the board stays current with changing trends

is about mindset and the right support. The value of a

director with relevant experience lies in their ability to

translate the potential impacts of new developments.

Many boards are establishing dedicated board

subcommittees to keep on top of developments and

oversee large-scale transformation. Other boards rely

on the CEO or the strategy and technology executive,

establish advisory boards, bring in expert advisors and do

their own research to ensure currency.

Diversity breeds diversity

One of the positive yet unintended consequences of a

focus on increasing digital and technology diversity is

early evidence of more women on boards.

Women comprise a far greater share of digital directors

than non-digital directors in the world’s 300 largest

companies, according to a Russell Reynolds 2015 study.

Almost a third of digital and technology directors were

women, compared with an 18 per cent average for women

at board level, across all disciplines. More research is

needed, though this figure does reinforce the findings that

women board members increase notably when boards use

a competency-based approach for recruiting directors.

The heightened focus on critical competencies like digital

expertise, leads naturally to more women candidates and

subsequent appointments.

“Women comprise a far

greater share of digital

directors than non-digital

directors in the world’s

300 largest companies.”

For more information please contact

t: 1300 739 119

e: [email protected]

w: companydirectors.com.au/boarddiversity

05385-2_16