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.
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 following eight dimensions:
- Purpose, strategy and culture
- Governance structure, roles and relationships
- Board composition, dynamics, performance and development
- CEO / General Manager functions
- Monitoring operational and financial performance
- Monitoring risk and compliance management
- Board processes and decision-making
- Stakeholder engagement.
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 evaluations 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 and director recruitment and search
Our specialised director recruitment service is founded in our strong belief that recruitment of a director – as one person who has to work effectively as part of a cohesive, collective board – requires different considerations to executive recruitment.
Our experienced director recruitment team have a passion for people and a deep understanding of contemporary recruitment practices and what makes a great director.
With over six decades of director recruitment experience within our team we are able to draw on our strong networks to deliver real solutions.
We recruit exclusively for boards, board committees and advisory councils which is distinctly different to executive recruitment.
- We connect organisations with incredible people
- We recruit for diversity
- We know board recruitment and work with you on real people solutions
- We are passionate about people and purpose
- Discreet research, and/or
- Advertised director sourcing.
- Strategic Sourcing: We employ a dedicated recruiter for thorough research and sourcing, ensuring that your board member recruitment benefits from a strategic and tailored approach.
- Transparent Communication: Providing timely and regular progress updates, our communication strategy ensures you are consistently informed, fostering transparency and confidence in the recruitment process.
- Candidate-Centric Approach: With a strong focus on candidate care, we prioritize a positive experience for potential board members, reflecting not only positively on us but also enhancing the overall reputation of our clients in the recruitment landscape.
As part of our board and director search services, we also assist with:
- Director candidate assessment advice
- Director due diligence and credential checking
Independent selection committee membership
Governance reviews, policies and advice
Our approach is to deliver ‘real’ governance through constructive, tailored and pragmatic 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.
Using 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, and financial audit and integrity issues.
We have also 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
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.
- 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.
- 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 training and workshops
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
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.
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.
- 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.
- the principles on which the relationship between the board and the CEO is based
- mutual expectations between the board and CEO, and
- communication protocols between the board and CEO.
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.
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.
Company secretary services
Through the CoSec HubTM, Directors Australia offers a wide range of cost-effective company secretarial, governance and corporate administration services.
Our services assist companies, their boards and directors to comply with their legal and statutory obligations, but more importantly, to achieve the highest standards of corporate governance that are appropriate to the size and scale of the organisation.
By building strong relationships with our clients and understanding their underlying business and strategic objectives, we are able to provide flexible, tailored solutions to meet our clients’ needs and budget.
- practical board administration and governance advice and solutions suited to the client’s particular situation and needs
- a cost-effective alternative to incurring additional full-time staff overheads in administering the company secretariat and board governance requirements of the organisation
- confidence that the organisation is complying with its board level regulatory and statutory obligations, and
- appropriate management of risks associated with board level governance and compliance.
To get the most value for money from our services, we look for opportunities to save costs wherever possible. This includes identifying more cost-effective ways (for example, working with available administrative staff) to undertake certain administrative tasks.
Directors Australia is able to provide company secretarial services on an interim or ongoing basis and has a number of flexible service offerings. More information about our service offerings is available here.
See how we bring real governance to great organisations through incredible people.
