Agile governance for the age of…

2. Agile governance for the age of… CheckUp Governance Forum 18 September 2014BrisbaneElizabeth Jameson

3. Today’s discussion κυβερνάω [kubernáo]

4. Today’s discussion The word ‘governance’ is derived from the Greek verb κυβερνάω [kubernáo] Meaning: to steer

5. 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…

6. Steering the ship in slightly less placid seas demands…AGILITY

7. Roll up! Roll up! To the Governance ‘3 Ring Circus’ Contractual Relationship Legal Authority Legal ‘Members’ Board CEO & Staff Accountability Fiduciary Relationship

8. The ‘8 Step Program’ to building agile governance for disruptive time Chair-led but not chair-dominated boards Take a purpose-driven approach Identify ideal – or at least achievable - (‘fit for purpose’?) board composition and structure ‘Nominations’ processes Pre-selection ‘induction’ Post-selection induction Ongoing composition reviews Never rest!

9. 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

10. 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

11. 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

12. The 8 Step Program : Step 4 • Nominations Process • Origins with APRA-regulated and ASX • Removes personality issues (e.g. appointor irrelevant, tenure as an issue etc) • What’s on offer: • Process of (identification, selection etc) • Committee? • Board composition criteria?

13. The 8 Step Program : Step 5 • Pre-selection ‘Induction’ • Ensure candidates come in with eyes wide open… • Use/develop your induction kit • Remember confidentiality!

14. 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

15. The 8 Step Program : Step 7 Ongoing Review

16. The 8 Step Program : Step 8 Never Rest!

17. The 8 Step Program Constant vigilance Ongoing review Post-selection induction Pre-selection ‘induction’ Nominations process Identify composition Purpose-drive Chair-led

18. The 8 Step Program Constant vigilance Ongoing review Post-selection induction Pre-selection ‘induction’ Nominations process Identify composition Purpose-drive Chair-led

19. Getting the NFP Board ‘in Sync’ For more information, please contact: Elizabeth JamesonManaging Director 0418735880(07) 3511 7988www.boardmatters.com.au