1. Measuring the Board’s Performance Presented by Paul Geyer GAICD Thursday 19 June 2014

2. The link between board and organisational performance Approaches to improving board performance Approaches to undertaking board and broader governance reviews Issues that commonly arise during board reviews 2 Measuring the Board’s Performance

3. What is the goal? 3 Organisational growth and sustainability The role of the board ― Set / approve the strategy ―Assess risk and establish risk appetite ―Hold management accountable for organisational performance ―Appoint or remove CEO Govern for performance and compliance for your shareholders or members

4. The slow and unseen Quality of strategy and oversight of execution Communication of risk appetite Quality of relationships The public and dramatic CEO selection and removal Failures of culture, risk and compliance 4 The Board’s Impact on the Organisation

5. NED attributes – competencies, interpersonal and team skills, ethics Board skills mix Quality of the chair Board dynamics Quality of information the board receives Board decision making Director development 5 Factors that impact Board Effectiveness

6. Improving Board performance? 6 Examples: Review board and committee calendars Board presentations o stakeholders, regulators, advisors o leading thinkers o Rolling PESTE Informal meetings of the board Fire side chats with executives Site visits Internal audit Commissioning an independent opinion

7. Board Evaluation 7 What o Governance policies, procedures and meeting processes o Strategy, risk and performance roles o Board and committee structure and composition o Individual and group dynamics Who How o Evaluation by an external governance advisor o Self assessment survey When

8. Common Issues 8 Dissatisfaction with Board reports Board composition Board relationships Lack of follow up on issues identified in past reviews

9. Conclusion 9 Improving Board effectiveness requires proactive quality improvement Board evaluation is not the only solution but is an essential component

10. Australian Institute of Company Directors Paul Geyer Australian Institute of Company Directors (03) 9245 4200 pgeyer@companydirectors.com.au 10 Governance Analysis Tool TM