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The 5 Building Blocks of Great Corporate Governance 15 September
2020
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AboutCo-Founder of The Corporate Governance Institute
Serial Entrepreneur
Extensive ExperienceIn advising on Corporate Governance issues
in Ireland and EU
AuthorIreland’s leading author on Corporate Governance
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Talking Points
Context
1. Architecture
2. Leadership
3. Composition
4. Culture
5. Systems
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Context
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Factors that determine appropriate governance structures
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The size of an organisation does necessarily mean they have good
governance
● IPO Cancelled● $4.7 billion loss● CEO Fired● Investors
Took
Control
● $3B fines● CEO retired early ● CEO fined
$17.5M● Head of Retail
fined $25M● Profits dropped
by 12%
● Business liquidated
● 43,000 staff laid off
● All construction projects stopped
● Services to schools, military, hospitals, prisons stopped
immediately.
● Max 737 Oversight
● Cost $19 billion● Stock dropped
71% ($150bn market cap)
Reputation Destroyed
● “Dominance Risk”
● Lack of Confidence
● State Funding Withdrawn
● Financial LossesBusiness & Personal Reputations
Damaged
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Staus...maybe!
There is a relationship between an organisation's stage of
development and complexity of its governance
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Step 1: Board Architecture
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1. Board ● Size● Roles
○ Chair○ NEDs / Directors○ CEO○ Company Secretary
2. Committees● Number● TOR● Competent Chairs● Reporting
3. Matters Reserved● What the Board decide?● What can the CEO
decide?
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Step 2: Leadership
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LEADERSHIP QUALITIES & ATTRIBUTES OF GOOD CHAIRS
● Presence● Moral Compass● Connectedness● Ability to
communicate● Positive and inspiring● High degree of Emotional
Intelligence● Ability to understand the
personality profile of the board
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LEADERSHIP QUALITIES & ATTRIBUTES OF GOOD CHAIRS
● Steady and consistent hand
● Facilitator● Coach● Makes best use of the
talent in the room● Ability to summarise● Effective and
efficient
meetings● Challenging
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Step 3: Composition
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✓
✓
✓
✓
✓
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Step 4: Culture
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“It's the way we do things around here when nobody is
looking”
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Benefits of having a positive organisation culture
● Accessible and supportive leadership
● Pride in affiliation● Transparency● Shared sense of purpose●
Advocates rather than
employees
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7.Stewardship
6.Value of Measurement
5.Being Accountable
4. Embedding
and Integrating
3.Openness and Transparency
2.Aligning Values and Incentives
1.Leading From the
Front
CGI’s 7 Cultural Values
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Symbols of Good Corporate Culture
Company T- Shirts and Merchandise Open Door Policy and other
Policies that are
visual symbols of transparency
Zoom / Office Celebrations
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Step 5: Systems
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KEY SYSTEMS
● Reporting systems○ Committee○ CEO
● Risk management ● Financial management● Regulatory &
Compliance● Internal Controls
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Documentation
● Annual Board Work Plan● Roles● TOR for Board Committees●
Policies● Procedures
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Questions
