1. Good Governance in Independent Schools Governance Matters Kate Costello

2. understand the role of the Board get the right skills and encourage the right behaviour introduce effective processes Effective Governance

3. Governance is what the Board does or should do to be a “value-adder” to the organisation rather than just a “cost- centre”. It is different from what management does or should do. Understand the Role of the Board

4. “The Board’s role is to create the future of the organisation, not just mind the shop”. John Carver What is Governance?

5. The Role of the Board Accountability Strategy Formulation Compliance Roles Appoint CEO Performance Roles Monitoring and Supervision Policy Making Outward Looking Inward Looking Past & PresentFuture *adapted from Tricker, RI: International Corporate Governance (1994) p149

6. Those you can’t say no to! the law and regulation constituent document or empowering legislation creditors (eg. bank; suppliers) other contractors (eg government funding; sponsors) Accountability

7. Those you need to listen to! owners (shareholders; members; government) customers staff the community Accountability

8. “listening” to stakeholders risk management organisational culture Good Governance in Accountability

9. what is “Strategy”? – Michael Porter the gut, the head, the heart answer the hard questions Strategy Formulation

10. longer term strategic plan (with measures) aligned operational/business/annual plan (with measures) aligned budgets Good Governance in Strategy

11. dedicate some board meetings to strategic matters spend the first hour on a strategic issue reorganise the agenda (decision; discussion; noting) Good Governance in Strategy

12. “I define policy as the value or perspective that underlies action. Of course that means everyone in the organisation makes policy including staff members, but boards must make the broadest and most inclusive policies in order to control the organisation. The trick is for the board to make distinctions between the types and sizes of policy, so that what is delegated is clear”. Carver J: Reinventing Your Board, P41 Policy

13. Carver argues that the board only has one employee, the CEO. “The board will: instruct only the CEO view all organisational performance as that of the CEO view any organisational failure to comply with board policy as the failure of the CEO require that the CEO keep the organisational performance within policy criteria and restore it to this state should there be policy violations never in its official capacity, help the CEO manage” John Carver Good Governance in Policy

14. Matters reserved for the board Policy separated from minutes Board Manual Good Governance in Policy

15. By strategic KPIs By annual KPIs By compliance with board policy By agreeing what information will come to the board, in what format Monitoring and Supervision

16. “hire and fire” the CEO remunerate and reward assess performance plan for succession CEO and Succession

17. size of the board board skill set committees  the right ones?  clear terms of reference?  reviewed, or task forces? amend constituent document to make right Get the Right Skills

18. induction management update sessions expert reports expert development sessions Board and director performance evaluation Board Member Knowledge

19. Encourage the Right Behaviour Board Effectiveness Research Shey Newitt Compliant but not contributing: why Australian boards are being under- utilised

20. Chair – CEO relationship critical behaviour and teamwork a “living” Code of Conduct Working Relationships

21. calendar papers before meeting clear, concise, precise papers duration of meetings calibre of minutes plus action list receipt of minutes after meeting Introduce Effective Processes

22. understand the role of the Board get the right skills and encourage the right behaviour introduce effective processes Effective Governance

23. Good Governance in Independent Schools

24. Mission and strategy Structure and composition Monitoring, not meddling Effective Governance

25. in the words of Michael Porter: how are you different? do you have a longer- term plan? With measurable indicators? do you spend real board time on strategic matters? Mission and Strategy

26. size of board? skill set – elected or appointed? “representative” board members induction and ongoing information? what committees? – the right ones?; governance or operational? Structure and Composition

27. stay out of operational issues – Matters Reserved Policy strategic and annual KPIs policy endorsed by board the right information in the right format performance management of Principal Monitoring, not Meddling

28. The right skills on the board A strategic emphasis The right processes Your Checklist In Summary

29. Understanding Good Governance in Independent Schools Governance Matters governancematters.com.au