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Page 1: Thursday 18th Sept - Elizabeth Jamieson- Presentation · Beware the Chair who chooses their board! Beware the CEO who chooses their board! Build a strong Chair/CEO relationship Schedule
Page 2: Thursday 18th Sept - Elizabeth Jamieson- Presentation · Beware the Chair who chooses their board! Beware the CEO who chooses their board! Build a strong Chair/CEO relationship Schedule

Agile governance for the age of…

CheckUpGovernance Forum

18 September 2014BrisbaneElizabeth Jameson

Page 3: Thursday 18th Sept - Elizabeth Jamieson- Presentation · Beware the Chair who chooses their board! Beware the CEO who chooses their board! Build a strong Chair/CEO relationship Schedule

Today’s discussion

κυβερνάω [kubernáo]

Page 4: Thursday 18th Sept - Elizabeth Jamieson- Presentation · Beware the Chair who chooses their board! Beware the CEO who chooses their board! Build a strong Chair/CEO relationship Schedule

Today’s discussion

The word ‘governance’ is derived from the Greek

verb κυβερνάω [kubernáo]

Meaning:

to steer

Page 5: Thursday 18th Sept - Elizabeth Jamieson- Presentation · Beware the Chair who chooses their board! Beware the CEO who chooses their board! Build a strong Chair/CEO relationship Schedule

Today’s discussion in context

Reform, restructure, competition, innovation, contestability, commissioning, productivity

‘Here again - gone again - here again ACNC’

Governance Standards (ACNC, ASX, APRA)

Loss of confidence in institutions

Greater pressure for governance accountability and transparency

Otherwise pretty quiet times…

Page 6: Thursday 18th Sept - Elizabeth Jamieson- Presentation · Beware the Chair who chooses their board! Beware the CEO who chooses their board! Build a strong Chair/CEO relationship Schedule

Steering the ship in slightly less placid seas demands…AGILITY

Page 7: Thursday 18th Sept - Elizabeth Jamieson- Presentation · Beware the Chair who chooses their board! Beware the CEO who chooses their board! Build a strong Chair/CEO relationship Schedule

Roll up! Roll up!To the Governance ‘3 Ring Circus’

Legal ‘Members’

Legal ‘Members’ CEO & StaffCEO & StaffBoardBoard

Legal Authority

Accountability

Fiduciary Relationship

Contractual Relationship

Page 8: Thursday 18th Sept - Elizabeth Jamieson- Presentation · Beware the Chair who chooses their board! Beware the CEO who chooses their board! Build a strong Chair/CEO relationship Schedule

The ‘8 Step Program’ to building agile governance for disruptive time

1. Chair-led but not chair-dominated boards2. Take a purpose-driven approach 3. Identify ideal – or at least achievable - (‘fit for

purpose’?) board composition and structure4. ‘Nominations’ processes

5. Pre-selection ‘induction’6. Post-selection induction7. Ongoing composition reviews8. Never rest!

Page 9: Thursday 18th Sept - Elizabeth Jamieson- Presentation · Beware the Chair who chooses their board! Beware the CEO who chooses their board! Build a strong Chair/CEO relationship Schedule

The 8 Step Program : Step 1

Chair-led but not chair-dominated Beware the Chair who chooses their board!

Beware the CEO who chooses their board!

Build a strong Chair/CEO relationship

Schedule the annual timing for discussion

Whole of board activity

Page 10: Thursday 18th Sept - Elizabeth Jamieson- Presentation · Beware the Chair who chooses their board! Beware the CEO who chooses their board! Build a strong Chair/CEO relationship Schedule

The 8 Step Program : Step 2

Purpose-driven approach Allow purpose not personalities to drive it

Board’s key role in strategy in disruptive times

Understand organisational ‘values & purpose’

Don’t forget the value of ‘challenging’ directors

Page 11: Thursday 18th Sept - Elizabeth Jamieson- Presentation · Beware the Chair who chooses their board! Beware the CEO who chooses their board! Build a strong Chair/CEO relationship Schedule

The 8 Step Program : Step 3

Identify ‘fit-for-purpose’ Board There is no universal formula for board size

and composition

Based on ‘purpose’ and strategy ask ‘What will deliver optimum governance agility?’

Next ask: ‘What do we already have?’

Develop a board composition policy & matrix

Page 12: Thursday 18th Sept - Elizabeth Jamieson- Presentation · Beware the Chair who chooses their board! Beware the CEO who chooses their board! Build a strong Chair/CEO relationship Schedule

The 8 Step Program : Step 4

Nominations Process Origins with APRA-regulated and ASX

Removes personality issues (e.g. appointorirrelevant, tenure as an issue etc)

What’s on offer:

Process of (identification, selection etc)

Committee?

Board composition criteria?

Page 13: Thursday 18th Sept - Elizabeth Jamieson- Presentation · Beware the Chair who chooses their board! Beware the CEO who chooses their board! Build a strong Chair/CEO relationship Schedule

The 8 Step Program : Step 5

Pre-selection ‘Induction’ Ensure candidates come in with eyes wide

open…

Use/develop your induction kit

Remember confidentiality!

Page 14: Thursday 18th Sept - Elizabeth Jamieson- Presentation · Beware the Chair who chooses their board! Beware the CEO who chooses their board! Build a strong Chair/CEO relationship Schedule

The 8 Step Program : Step 6

Post-selection ‘Induction’ Once you get them, do not let them go!

(within reason, of course…)

Induction as a year-long process

Integrate into board-development program

Schedule 6 month and 12 month reviews

Annual review of induction program

Page 15: Thursday 18th Sept - Elizabeth Jamieson- Presentation · Beware the Chair who chooses their board! Beware the CEO who chooses their board! Build a strong Chair/CEO relationship Schedule

The 8 Step Program : Step 7

Ongoing ReviewWhat did we get right and

wrong?

What has changed?

What is required next time around?

Page 16: Thursday 18th Sept - Elizabeth Jamieson- Presentation · Beware the Chair who chooses their board! Beware the CEO who chooses their board! Build a strong Chair/CEO relationship Schedule

The 8 Step Program : Step 8

Never Rest!

Page 17: Thursday 18th Sept - Elizabeth Jamieson- Presentation · Beware the Chair who chooses their board! Beware the CEO who chooses their board! Build a strong Chair/CEO relationship Schedule

The 8 Step Program

Purpose-drive

Chair-led

Identify composition

Post-selection induction

Nominations process

Ongoing review

Pre-selection ‘induction’

Constant vigilance

Page 18: Thursday 18th Sept - Elizabeth Jamieson- Presentation · Beware the Chair who chooses their board! Beware the CEO who chooses their board! Build a strong Chair/CEO relationship Schedule

The 8 Step Program

Purpose-drive

Chair-led

Identify composition

Post-selection induction

Nominations process

Ongoing review

Pre-selection ‘induction’

Constant vigilance

Page 19: Thursday 18th Sept - Elizabeth Jamieson- Presentation · Beware the Chair who chooses their board! Beware the CEO who chooses their board! Build a strong Chair/CEO relationship Schedule

For more information, please contact:

Elizabeth JamesonManaging Director0418735880(07) 3511 7988www.boardmatters.com.au

Getting the NFP Board ‘in Sync’

Page 20: Thursday 18th Sept - Elizabeth Jamieson- Presentation · Beware the Chair who chooses their board! Beware the CEO who chooses their board! Build a strong Chair/CEO relationship Schedule