Board and governance advisory
“By directors, for directors” is the philosophy which underpins the board and governance consulting services offered by Directors Australia. The insight provided by our team is based on our firsthand experience as board directors and extensive involvement working with a wide range of boards Australia-wide.
Underpinning our advisory work is our Governing for Performance® framework. We use the eight dimensions of this framework, and the supporting attributes, to advise boards on how to improve their performance in an increasingly complex and dynamic strategic environment and in light of contemporary societal expectations regarding boards and directors.
Board and director performance evaluations
Board performance evaluations assist boards to reflect on their performance and identify key areas for improvement.
Our tailored evaluation services are conducted on an objective and confidential basis and include:
- whole of board evaluations
- board committee evaluations, and
- individual director performance appraisals.
We have developed the Governing for Performance® framework to assist boards in their continual improvement given complex and dynamic strategic environments and in light of contemporary societal expectations regarding boards and directors. We use this framework to examine a board’s performance against attributes in the eight dimension of the framework.
DISCOVER MORE ABOUT THE GOVERNING FOR PERFORMANCE® FRAMEWORK >
Our approach to board evaluations is based on the principles that board evaluations should be:
- developmental rather than judgmental
- tailored to each organisation and the outcomes sought, and
- informed by rich data on the board’s operations.
We provide boards not only with a constructive assessment of areas for improvement but work with them to develop practical ways in which to realise those improvements.
We offer different options for board performance evaluation to suit the nature, stage and size of organisations
Well-designed individual director performance appraisals enable directors to reflect on their performance and contribution to the board and, in doing so, identify key areas for improvement and/or development.
Our individual director appraisal processes are designed to promote constructive reflection. Utilising our Directing for Performance™ framework, we provide feedback to directors on contribution of their skills and experience to the board as well as their personal attributes and behaviours in the boardroom.
We offer a range of options for director performance appraisals ranging from self-reflection exercises through to peer director feedback.
Board composition, dynamics and remuneration
Having the right skills, experience and diversity on a board is critical to a board being able to guide and drive the organisation’s strategy as well as effectively govern the organisation. An assessment - resulting in a board composition matrix - is an important tool to assist a board identify not only its ideal composition but also areas where it might have skills, experience or diversity gaps.
Once completed, a board composition matrix is a key tool to assist boards:
- identify skills gaps to be filled in a director recruitment exercise
- inform ways in which skills gaps can be met without additional directors (for example, external advisors as required)
- assist in identifying board professional development requirements, and
- inform board succession.
Using a consultative assessment process, we conduct confidential and objective board skills and composition assessments.
Diversity has become an increasingly vital consideration in today’s business landscape, and its impact is particularly profound in the boardroom. While much of the discourse around diversity has centred on demographic differences, such as gender and ethnicity, there is a growing realisation that cognitive diversity is a pivotal factor in driving board performance and organisational success.
Directors Australia helps boards dynamics and decision-making by:
- reviewing the organisational demands of the board
- asking each director to complete a survey to establish their ‘thinking preference’ using the HBDI® (Hermann Brain Dominance Instrument)
- collating director thinking preferences and plotting them into the four HBDI ‘thinking preference style’ quadrants, and
- facilitating a session to discuss outcomes of directors’ thinking preferences and agree to ways to improve board decision-making and engagement.
Boards should regularly review the structure and level at which directors are remunerated. This ensures that organisations understand where they are positioned relative to the comparative market and enhances accountability to their owners and stakeholders.
We advise boards on the appropriate structure and level of remuneration for non-executive directors as well as specific board positions including board chair, deputy chair, committee chair and committee members.
In the case of not-for-profit organisations, we also advise boards as to the advantages, disadvantages and other considerations in deciding whether to remunerate directors.
Governance reviews, policies and advice
Governance structures, systems and processes should be designed to support delivery of an organisation’s purpose and strategy. They should also be aligned with relevant regulatory requirements.
Our approach is to deliver ‘best fit’ governance through constructive, tailored and pragmatic advice.
Referencing appropriate governance frameworks depending on the nature of the organisation, we conduct a wide range of governance reviews as well as advise on particular governance issues.
Where required, we assist organisations source specialist advisors for particular legal, accounting, information technology, financial audit and integrity issues.
We have developed a comprehensive board governance policy and documents checklist which we use as a stand-alone service or as part of our board governance reviews to identify any policy areas requiring additional focus or development.
Given the complex and evolving nature of corporate governance, boards often require assistance with drafting and reviewing their key governance documents.
Having a current suite of governance policies not only provides clarity regarding expectations but also assists in meeting compliance obligations.
The types of documents that we regularly assist clients with include:
- board charters and manuals
- board delegation of authority policies and schedules
- board policies on matters such as director induction, conflicts of interest, codes of conduct and confidentiality
- subsidiary company and corporate group governance policies and supporting tools, and
- board meeting agendas, minutes and board briefing papers.
We develop ‘best fit’ corporate governance documents tailored to the particular organisation
Strategy facilitation
We assist boards and executive managers by facilitating strategic planning workshops.
Having an effective strategic plan is critical to an organisation being able to deliver on its purpose.
We assist boards and executive management teams at various stages in the strategic planning process from facilitating strategic planning workshops, to undertaking more in-depth reviews and developing strategic plans and associated planning and implementation documents.
Our strategic planning workshops are designed to be interactive, future orientated and outcome focussed.
All of our workshops are developed in conjunction with the board to ensure the organisation’s particular needs are identified and met.
Governance training and workshops
We design and facilitate a range of board workshops including:
- induction programs for new directors
- governance updates as part of a board’s continuing learning and improvement
- board and management relationship, and
- board dynamics at both establishment and as issues arise.
Governance is continually evolving and hence boards and directors need to ensure that their knowledge regarding governance requirements and directors’ duties is current.
We design and deliver a wide range of governance training workshops from a couple of hours to multi-day deliveries.
Our governance workshops are designed to be interactive, practical and outcome focussed. We create an environment to encourage workshop participants to ask questions and raise issues of concern. We also draw on our extensive experience in working with boards and directors to provide real case studies and examples, and use scenarios to enhance practical understanding and application of governance principles
Risk and compliance management
A key role of any board is to set the organisation’s risk appetite and ensure that appropriate risk and compliance management systems are in place and being adhered to.
We advise on a wide range of issues regarding risk and compliance including:
- facilitating board risk workshops
- developing risk management frameworks, including risk appetite statements, risk management policies and plans tailored to the size, scale and complexity of the organisation
- reviewing risk and compliance management systems
- advising on board risk reporting, and
- delivering inhouse training to support the effective implementation of new risk management policies and processes.
Our approach is to ensure that risk and compliance management is not just a process but results in real and tangible information to assist a board performs its functions.
CEO performance frameworks and review
A key function of any board is to appoint and monitor the performance of the CEO. In order to do this effectively the board needs to set a CEO performance framework aligned to the organisation’s strategy and desired culture, and periodically provide feedback to the CEO against that framework.
We assist boards perform this critical function through:
- developing CEO positions descriptions
- developing and/or refining CEO performance frameworks and key performance indicators, and
- facilitating the performance review process including board and broader internal and external stakeholder feedback.
Our approach is to work constructively with the board and CEO to develop a meaningful performance framework that has the ‘buy in’ of all parties and genuinely guides and motivates the CEO.
The relationship between the board and CEO is a critical one. It can be useful to bring the board and management together where there is turnover in a board or CEO, or some issues in the relationship between board and management, to ensure that there is clarity of roles, authority and expectations. Having agreed principles for operation also enhances trust and open communication.
We facilitate workshops between board and management to discuss and agree matters such as:
- the principles on which the relationship between the board and the CEO / management is based
- mutual expectations between the board and CEO / management, and
- communication protocols between the board and CEO / management.
The aim of these workshops is to ensure that directors, the CEO and executive managers have the opportunity to work through any issues and decide on their future way of working in the interests of organisational success.
Company Secretariat
Having an appropriately resourced and trained company secretary is a key factor in assisting a board to operate.
Through the CoSec Hub™, Directors Australia assists companies with their company secretarial governance and corporate administration needs. Our services include:
- Advice on company secretary systems, processes and practices
- Company secretary mentoring, and
- Company secretary search and placement.
Our services assist companies, their boards and directors to comply with their legal and statutory obligations, and achieve the highest standards of corporate governance appropriate to the size and scale of the organisation.