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Published byBlake Kelner Modified over 10 years ago
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Boardroom Evaluation - If Not Why Not? The performance of the board and key executives should be reviewed regularly against both quantitative and qualitative outcomes. - ASX Corporate Governance Council
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The Need of the Time 1970’s – the club, ‘Rubber stamp’ 1980’s – Collapses – ‘Compliance / Fiduciary duty’ 1990’s –Stock market crash/Dot.coms – ‘Transparency’ 2000’s – Spectacular – AWA, NSC, HIH, One Tel. OECD Governance Principles, Aust ASX issued GCGR 2009+ - GFC, Banking Crisis. Taxpayer bailout - Walker (UK) – ‘Change is needed in the boardroom’ Passive oversight -> active improvement -> setting direction -> scrutiny and risk management
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Accountability – External Imperative Increasing regulation ASXCGC Corporate Governance Principles and Recommendations - ‘optimise performance and accountability in interest of shareholders and economy’. Advocate companies - ‘fairly review and actively encourage improvements in board and management effectiveness’ GCGP can’t prevent poor decision making and/or failure
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Accountability – Internal Imperative Regular reviews - compliance (assessment) to capacity building – leadership role definition, responsibility and boundaries accountability decision making alignment (culture) governance and process Accountability to external stakeholders and funders)
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Directors under the lens Executives are accountable – why not directors? Directors’ responsibility is joint and shared. Alignment is critical. Performance Reviews address individual expertise and collegiate capability.
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Review - Objectives Identify what’s working and what’s not working – Individual accountability Collective accountability /alignment Vehicle for dissent, conscience, diversity Governance structures, systems External environment, stakeholders Leverage – skills audit, quality assurance etc
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Review - Who? Directors Board Chair CEO / CS / CFO Committees
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Review - How / When? Annual, biannual, triannual, trend analysis APRA- annual board and directors If not, why not? Online / hard copy Generic / Customised Qualitative / Quantitative Interviews – Open, binary, summated Internal / external Scope
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Review - Outcomes Capability not only compliance Why are we sitting around this table? Clear actionable outcomes Individual directors, collegiate alignment, governance, stakeholders, risk Generate outcomes Report
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Board Accord Client focused Multiple approaches Qualitative and quantitative Capacity building – PD and PD
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Board Accord Metric
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Review - Challenges Resistance Chair Them/Us Structure – member based Board/Management – boundaries Self awareness Culture Consultant Difference
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Board Accord “Aligning aspiration and outcome for profit, people and planet” Robert Gordon BEd M Coun GAICD Director of Programs 0405 541 510 robert@boardaccord.com.au www.boardaccord.com.au
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