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

2. 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. Disclaimer 2

3. 3 The Volunteer Board

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

5. 5 Role of the Board

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

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

8. 1. Duty to act in good faith in the interests of the company as a whole. 2. Duty not to act for an improper purpose. 3. Duties of care and diligence 4. Duty to retain discretion Directors’ Common Law Duties 8

9. 5. Duty to avoid conflicts of interest 6. Duty not to disclose confidential information 7. Duty not to abuse corporate opportunities. Directors’ Common Law Duties 9

10. 1. s 180 Duty of care and diligence and the business judgement rule 2. s 181 Duty of good faith 3. s 182 Duty not to make improper use of information 4. s 183 Duty not to make improper use of information 5. s 184 Criminal offences Directors’ Statutory Duties 10

11. 6. s 588G Duty not to trade while insolvent 7. s 191 – 195 disclosure of material personal interests 8. s 208 – 210 Financial benefits to related parties of public companies 9. s 285 = 318 Financial reporting 10. Others Directors’ Statutory Duties 11

12. Getting the right person 12...without pay

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

14. 14 Deal with it

15. And when nothing else works... 15

16. Not providing induction and training 16

17. Not reviewing performance 17

18. Conflicts of Interest 18

19. Actively Manage Conflicts of Interest 19

20. Boards should not function like parliaments 20

21. Failing to plan for the future 21

22. OMG OMG en Y in the Boardroom 22

23. 23 QUESTIONS