1. IoD presentation to the Institute of Internal Auditors July 2014 Felicity Caird, Executive, Governance Leadership Centre

2. Overview IoD strategic priorities The Governance Leadership Centre – Demand and benefits – IoD Policy Voice – Areas of focus Engaging directors with internal audit – Governance and Good governance – Risk management – Gaining traction for internal audit Q & A

3. IoD strategic priorities IoD mission is: to raise the standard of governance in all areas of New Zealand business and society Key strategic objectives: – Professionalisation – Market leadership – Leadership, recognition and influence: the thought leader and voice for directors and better business

4. Governance Leadership Centre Key plank of the long term IoD strategy Leveraging resources and information to build a hub of thought leadership A repository of high quality information Fostering a dialogue with members Delivering on expectations of members to be critically and purposefully informed Centre takes a long term view Influencer, coordinator and conduit

5. What’s the demand? Long term research demonstrates strong member interest in quality data Practical, relevant best practice information Currency: Four Pillars & Practice Notes Enhancing course content and informing IoD activities through best practice

6. Benefit to IoD & members… High quality information supply and services – Proactive and reactive – GLC website Facilitated debate and discussion on issues Projects in partnership with industry leaders Improved policy, advocacy and profile with regulators/government

7. Areas of focus Health & Safety: from reactive to pro-active Technology governance & digital leadership Financial reporting Legislative changes, case law Diversity - the next steps Sectors – rural, Iwi, SME, public, NFPs vs NGOs Project governance vs board governance

8. Engaging directors with internal audit

9. Governance One definition: “Corporate governance is the system by which companies are directed and controlled” Governance is about: – Insight – Foresight – Oversight

10. Good governance – exists to add value; and – increases the likelihood of survival and fulfilling fundamental purpose IoD Four Pillars of adding value: 1.Determining purpose 2.An effective governance culture 3.Holding to account 4.Effective compliance

11. Risk management The Board needs to balance: – performance and conformance – opportunity and risk management Directors are busy people! Internal audit has a key role and the challenge is to be seen as relevant Engage boards on the ‘value’

12. Gaining traction for internal audit The Board or Audit & Risk Committee – build relationships and trust, use champions – provide brief succinct board papers! Focus on the value-add, results, outcomes Tell stories – ‘finds’ and ‘averts’ – Positive and negative assurance – Quantify when possible – Demonstrate value – e.g. where it went wrong elsewhere Avoid too much process and technical jargon Keep it simple, to the point & meaningful!

13. Questions?

14. For more info on: Governance – resources & tools IoD courses and director development Board services, e.g. board evaluation Director vacancies IoD membership Go to www.iod.org.nzwww.iod.org.nz