Thinking about boardroom governance

– Paul Stark, Director, Passageways UK

– Paul Townsend, Director, UHY Hacker Young LLP

Governance inside and outside the boardroom – A typical model

Governance inside the

boardroom – Conformance

focus • Chairperson

• Directors

• NED’s

• Committees where appropriate

• Legislation

Governance outside

the boardroom – Performance focus • Strategy

• Strategic decisions

• Risk containment

• Scorecards

• Systems and protocols

• Periodic reviews to improve

Transfer of risk, devolvement

and implementation

Reducing the risk of poor governance

– Developing the right culture in the boardroom and ensuring it becomes organisation

wide.

– Balancing strong personalities with appropriate counter-balances, hence clear

separation of Chair and CEO.

– Ensure that information from the wider organisation is properly fed into board

meetings to avoid the risk of an ‘ivory tower’ e.g. regular presentations from non-

directors.

– Ensure processes are set and adhered to.

– Share appropriate non-sensitive information across the wider organisation.

– Pushing transparency and openness within commercial sensitivities where

appropriate

People & behaviour Frameworks & processes

Board composition Role/responsibility

Professional behaviour Agendas and structure

Culture Information

Talent management Risk

What makes for good governance

in the boardroom?

Board composition

Balanced Representative Diversified

People and behaviour

Professional behaviour

Respect Listen Balance

People and behaviour

Culture

Open Supportive Challenging

People and behaviour

Talent management

Acknowledge succession

issues

Provide opportunity

Plan

People and behaviour

Role & responsibility

Clearly defined

Supporting processes

Review and evaluate

Frameworks and processes

Agendas & structure

Timely in all respects

Make use of tools

Ensure ease of access of information

Frameworks and processes

Information

Relevant Avoid

overload

Consider dashboards and KPI’s

Frameworks and processes

Risk

Understand Balance against reward

Remuneration strategy

Frameworks and processes

Thinking about boardroom governance

Questions