Category Archives: Corporate Governance

Hawker on Directorship

Corporate Governance

862052-michael-hawkerWhen addressing an Australian Institute of Company Directors’ NSW Fellows Lunch in Sydney in October, Michael Hawker FAICD – Chairman of the George Institute for Global Health, the Australian Rugby Union and SANZAR (South African, New Zealand and Australian Rugby) listed five abilities that make a good director.  The ability to:

1. Focus on material issues and not “sweat the small things”
2. See the “big picture”
3. Deal with pressure from external sources
4. Influence effectively at the board table
5.  Respect alternative viewpoints.

What do you think?

Nasser on Succession

Corporate Governance, Success

nasserIt is vital not to have a block of tenure on the Board that is going to cause you a problem at some point.  I look at the tenure of the Board as a typical curve.  You want corporate memory; two or three directors who have been there for a long period, two or three who are relatively new to the board, and the rest in the middle.  In that way, the Board can be gradually and effectively replenished over time.  [From AICD Magazine, May/2013]

Nasser on Strategy

Corporate Governance, Success

nasserOne area of improvement applicable to a lot of Boards is simply time management and focusing on the key strategic issues.  The BHP Billiton Board asks and debates the following question: “If we had to choose three areas to put extra emphasis and time on, what would they be?”  Our areas were people development, capital management, and reputation.

Under each of these areas we had further goals.  Every year we go back and stress-test whether they are the right strategic imperatives for the Board, whether the action items underneath these goals were being met, or whether they need to change.  [From AICD Magazine, May/2013]

Green on Risk Culture

Corporate Governance, Organisational Development

Test your company’s risk culture courtesy of John Green – do staff respectfully speak their minds even to their bosses – does bad news travel at least as fast as good news – is failure punished or are its lessons learned and shared – does the Executive respect or merely tolerate the Board and its Directors – are delegations routinely ignored to get things done – is risk mitigation in place or does the Executive say “just do it” – does your company measure respect and discuss it’s worth – and do you demand perfection from suppliers yet stall on paying them?

AICD on Board Meetings

Corporate Governance

Sage advice from the AICD for Directors arising from the James Hardie Case – a heavy onus falls on the the Chairman and the CEO to determine the agenda and papers for Board meetings – keeping accurate minutes is an obligation on all officers of the company – consider disposing of your annotated copies of board papers after the minutes have been approved – the risk of the annotations is not necessarily what you have written but what you have not written – and finally minutes must be drawn up within a month and must be signed by the Chairman of that meeting or the Chairman of the next meeting within a reasonable time.