What’s in a Legal Framework? Associate Professor David Gilchrist School of Business, University of Notre Dame Australia

University of Notre Dame Australia Agenda What is governance? The Legislative Framework Associations Captured The Contract Culture University of Notre Dame Australia

University of Notre Dame Australia What is Governance? Control of an organisation Probity Performance Expectations Culture University of Notre Dame Australia

University of Notre Dame Australia What is Governance? The Commercial Model Profit Leveller Financial Interests Blame Game Enron, HIH… Corporate Creep University of Notre Dame Australia

Legislative Framework Functional to Purpose Agglomeration Perspective Mission Centricity is Limited Limited Protection for Directors and Senior Staff Recruitment of Board Members Limiting Confidence Reduces Capacity for Risk Taking University of Notre Dame Australia

Legislative Framework Associations Incorporation Green Bill Regulation Centric No Business Rule Clause Retains Agglomeration Approach Retains Member Centric Approach Deals with Demutualisation in a Limited Way University of Notre Dame Australia

Legislative Framework Corporations Law Movement from state to federal law Settled law Answer to the demutualisation problem? University of Notre Dame Australia

University of Notre Dame Australia Accountant Capture Financial Focus Audit Focus Service Provision Acquittals Mission’ Place – flexibility in objectives for tax and flexibility purposes Reduces capacity of organisations to be mission centric Places finance in position of highest honour University of Notre Dame Australia

University of Notre Dame Australia Funder Capture Missions Distortion Under Capitalisation Limited Strategic Horizon Limited Philanthropic Culture – Stakeholder Capacity for Influence Depleted Big is Better Mentality May Reduce Community Connectivity University of Notre Dame Australia

University of Notre Dame Australia Purchaser Capture Planning & Prioritisation Funder Led Marketing & Positioning Increasing Priority Competitive Environment – all or nothing Capacity for Funder and Provider to work together reduced University of Notre Dame Australia

University of Notre Dame Australia Outcomes? Community Organisations not driven by the Community One Size Fits All Legislation Yet the entire community is affected University of Notre Dame Australia

University of Notre Dame Australia Way Forward Useful and Effective Dialogue Development of an Appropriate Governance Model “De-Agglomeration” Encouragement of Closer Liaison Between Regulator and Funding Agencies Global Situation? University of Notre Dame Australia