— Governance Matters (@GovernanceMatt) May 29, 2017
My experience, over a good number of years in the governance field, is that the vast majority of board members are dedicated and committed people, desperate to do the best possible job, eager to serve on an effective, successful and respected board.
I’d go so far as to say this applies to 90 per cent of the men and women on Australian boards – but I’d also hazard a guess that when and where things go awry, there’s one common thread, 100 per cent of the time.
Clarity. Or, more to the point, lack of it.
Thankfully, there’s a readymade solution and it comes in the form of a document.
Whether we choose to call it a Board Charter, a Board Manual, a Governance Manual or anything else, it’s essentially one and the same and becomes the Board’s guiding manuscript much like the Bible is to Christians, the Koran to Muslims and the Torah to people of the Jewish faith.
My experience also tells me that while most boards have a document of sorts that covers some – or even most – of the key governance policies, few have the full box and dice.
And that’s where trouble arises, where confusion replaces clarity, where agendas become reactive as opposed to planned, where behaviour becomes erratic and where the vital ingredient of teamwork is compromised and the chances of achieving compliance, guiding the organisation and improving its performance are seriously compromised.
Every good Governance Policy document or Board Charter should have a table of contents like the one that follows at the end of this blog. The better ones start with a situation analysis or ‘Governance Context’ section that defines the organisation, what it does, what environment it operates in and given this background, why it is important for it to have good governance.
The second section then deals with what we call ‘Our Approach to Governance’, where we – that’s the organisation in question – define how we go about doing what we do and, as far as possible, seek to emulate good, if not best practice, governance.
The scene pretty much set, section three homes in on ‘Our Governance Structure’, diagrammatically depicting the overall structure of the organisation identifying the make-up of the board, its committees, such as Finance and Audit and Nomination and Remuneration, the Chief Executive Officer and all those on the executive team who report directly to him or her.
I will leave it there for this week before tackling section four, ‘The Board Role and Functions’ statement and a few others in the next blogs.
Until next time,
Board Charter Index
- Our approach to governance
- Our governance structure
- Board role and functions statement
- Office bearers
- Committees of the board and committee charters
- Matters reserved for the board’s decision
- Board skills and diversity
- Chairperson’s position description
- Board member position description
- Board code of conduct
- Conflict of interest and board member disclosure of interest
- Board member induction
- Board member ongoing development
- Board member disqualification from office
- Board member and staff relationships
- Board member succession planning
- Board performance evaluation
- CEO position description
- CEO performance management
- CEO succession planning
- Board meetings
- Board calendar
- Board agenda
- Board and committee papers
- Strategy setting and planning
- Risk management