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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. The Need of the Time. 1970’s – the club, ‘Rubber stamp’ - PowerPoint PPT Presentation
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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
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 GCGR2009+ - GFC, Banking Crisis. Taxpayer bailout - Walker (UK) – ‘Change is needed in the boardroom’
Passive oversight -> active improvement -> setting direction -> scrutiny and risk management
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
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)
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.
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
Review - Who?
• Directors• Board• Chair• CEO / CS / CFO• Committees
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
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
Board Accord
• Client focused• Multiple approaches• Qualitative and quantitative• Capacity building – PD and PD
Board Accord Metric
Review - Challenges
• Resistance• Chair• Them/Us• Structure – member based• Board/Management – boundaries• Self awareness• Culture• Consultant • Difference
Board Accord “Aligning aspiration and outcome for profit,
people and planet”
Robert Gordon BEd M Coun GAICDDirector of Programs
0405 541 510robert@boardaccord.com.au
www.boardaccord.com.au
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