1. Setting and Maintaining Standards of Behaviour David Fishel, Positive Solutions www.positive-solutions.com.au

2. The Board’s Mission To optimise the organisation’s performance and ensure compliance with legal requirements Culture Guardians

3. Board Duty Statements  Purpose  Responsibilities and tasks  Time  Candidate specification/requirements Chair Ordinary board member

4. Board Code of Conduct CODE OF CONDUCT Commitment to values Awareness of the job Conflict of interest Philosophy Manners

5. Towards a Governance Charter  roles  processes  functions  continuing improvement delegations succession development activities director protection board induction remuneration

6. Annual Board Cycle

7. The Effective Board Option 2 Foster a culture of open dissent Create a climate of trust and candor Ensure individual accountability Evaluate the board’s performance Utilize a fluid portfolio of roles

8. Setting an Example (1)  Reading carefully the board papers which you are sent in advance  Trying to resolve points of clarification before the meeting where possible  Attending, and arriving on time  Listening carefully to what others are saying  Being willing to question and challenge  Being supportive of others’ contributions  Retaining your sense of humour  Remaining loyal to decisions of the board

9. Setting an Example (2)  Maintaining confidentiality with regard to board deliberations  Agreeing to accept special assignments between meetings  Developing a thorough knowledge of the organisation and the sector within which it operates  Supporting the CEO, and not criticising her or him in front of staff  Understanding the concept of fiduciary care, and being guided by it  Avoiding conflicts of interest, and declaring them where they are unavoidable

10. Board Targets  articulation of policy areas which are not currently clearly defined  review of financial, risk management, CEO appraisal or other organisational systems  identification of potential partners in the corporate or professional sector (or education, or other industry- specific sector)  drafting of discussion documents to inform future strategic planning  research into service or market opportunities which the CEO and staff do not have time or resources to pursue

11. Measuring the board’s performance  informal board discussion  facilitated board discussion  self-completion survey forms  stakeholder consultation or 360 degrees evaluation  a board audit

12. Book of the Board Can be purchased from the Positive Solutions website www.positive-solutions.com.auwww.positive-solutions.com.au (see special initiatives.The Book of the Board)