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Passion and Professionalism: Managing the Performance of a Volunteer Board.

Passion and Professionalism: Managing the Performance of a Volunteer Board. Sunday 3 August 2014. #Insert FileSite Doc ID. Sabine Phillips, Principal Sophie McNamara, Associate. Disclaimer.

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Passion and Professionalism: Managing the Performance of a Volunteer Board.

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  1. Passion and Professionalism: Managing the Performance of a Volunteer Board. Sunday 3 August 2014 #Insert FileSite Doc ID Sabine Phillips, Principal Sophie McNamara, Associate

  2. Disclaimer The information contained in this presentation is intended as general commentary and should not be regarded as legal advice. Should you require specific advice on the topics or areas discussed please contact the presenter directly.

  3. The Volunteer Board

  4. Types of NFP Boards • The Faith Based Board • The Rural, Regional or Remote Board • The School Board • The Service Club • The No-one else will do it Board.

  5. Role of the Board

  6. What is Corporate Governance? Corporate governance influences how the objectives of the company are set and achieved, how risk is monitored and assessed, and how performance is optimised.

  7. 1. Not knowing what you need Know what you need

  8. Directors’ Common Law Duties • Duty to act in good faith in the interests of the company as a whole. • Duty not to act for an improper purpose. • Duties of care and diligence • Duty to retain discretion

  9. Directors’ Common Law Duties • Duty to avoid conflicts of interest • Duty not to disclose confidential information • Duty not to abuse corporate opportunities.

  10. Directors’ Statutory Duties • s 180 Duty of care and diligence and the business judgement rule • s 181 Duty of good faith • s 182 Duty not to make improper use of information • s 183 Duty not to make improper use of information • s 184 Criminal offences

  11. Directors’ Statutory Duties • s 588G Duty not to trade while insolvent • s 191 – 195 disclosure of material personal interests • s 208 – 210 Financial benefits to related parties of public companies • s 285 = 318 Financial reporting • Others

  12. Getting the right person ...without pay

  13. And if you have the wrong person...

  14. Deal with it

  15. And when nothing else works...

  16. Not providing induction and training

  17. Not reviewing performance

  18. Conflicts of Interest

  19. Actively Manage Conflicts of Interest

  20. Boards should not function like parliaments

  21. Failing to plan for the future

  22. OMGen Y in the Boardroom

  23. QUESTIONS

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