10 Practical Tips for Not-For-Profit Boards
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WAdirector Issue 49 | WINTER 2014 companydirectors.com.au INSIDE 2 State Manager's corner 3 10 practical tips for not-for-profit boards (continued from page 1) 4 Congratulations Company Directors Course Graduates 5 Residential Company Director Course Bunker Bay 6 Recent Developments in debt funding 8 Emerging Director Profiles 10 Culture change, customer focus and Coca-Cola 11 Fifth Annual Fellows’ Dinner 12 Igniting the growth agenda 12 Global Network of Director Institutes 13 Director Briefings What makes Australia unique on the global director platform? 14 Racing around the regions 15 Welcome new staff to our WA Division 10 practical tips for 17 Understand fraud in the NFP sector 18 Congratulations long standing members not-for-profit boards 19 Big innovation mistruths 20 Digital literacy in the age of digital By Keith Roberts GAICD 2. Be accountable to someone else disruption Consultant, NFP Analysts Being accountable to someone else is a key Member since 2009 pillar of good governance. Having NFP 21 Director Pipeline Program - The director update Boards report to themselves makes for easy Keith Roberts FCIS of NFP Analysts, shares board meetings and safe AGMs but they 21 Where are the female voices? 10 solutions to common governance problems favour the status quo. Whilst some justify 22 Bringing the hot topics to regional WA he sees at associations and charities. the practice by claiming to be accountable 1. Critical importance of the objects to stakeholders or funders, that is not 23 Corporate Partners the same as being legally accountable to 23 Not-for-profits exist to advance the someone who can remove you. Corporate Partner Program purpose or purposes for which they 24 Diary Dates were established, commonly called the 3. Lock in director turnover 24 2014 event sponsors objects, in the constitution. Whilst Boards must be able to alter or discard mission statements and strategic plans policies that are no longer appropriate, may be more directly actionable than the but this is difficult if the architect of an objects, the objects are paramount and outmoded policy still sits on the board. Constitutions requiring directors to leave overriding. If your objects are verbose and for a period after several years on the board less relevant as your association develops, NEWSLETTER SPONSORED BY ensure that new perspectives will routinely revise them by amending your constitution be brought to the board. Having a maximum in line with what you are trying to term also makes it easier to recruit directors achieve. However, objects are a key factor – they understand they will not be on the in determining tax status so be cautious in board indefinitely. the outcome. continued on page 3 Contact us: WA Division, PO Box 7050 Cloisters Square WA 6850 t: 08 9320 1700 f: 08 9320 1722 e: [email protected] 1 WAdirector | WINTER 2014 STATE MANAGER’S CORNER CONSULTING | SOLUTIONS MANAGED SERVICES Suzanne Ardagh MAICD birchman An SMS Management & Technology company WA and International Division Manager Australian Institute of Company Directors 9 regions, 1700 professionals Hello from the desk of the WA Division Manager. + Perth + Sydney + Melbourne + Brisbane + Adelaide + Canberra Last week WA Division President, Gene Tilbrook, announced our + Hong Kong + Singapore + Vietnam increasing international focus, with my appointment to a new full- time role managing our international activities in South-East Asia and For further information, please contact China, based out of Perth. Frank Early – 08 9322 2808 As you’d be aware, since 2009 we have serviced two Divisions - WA and International. The International Division has grown substantially www.smsmt.com over the past few years with over 1000 members, particularly in www.birchman.com.au South East Asia, so there was a need to adequately resource this Division. However, the good news is that we are not leaving WA, but will manage our international operations from Perth. Therefore we WA COUNCIL will be appointing a new WA Division Manager soon. Gene Tilbrook FAICD President Steve Scudamore FAICD I wanted to take this opportunity to thank our WA members for your Rick Crabb FAICD Shirley Int’Veld FAICD support over the last seven years. I have loved every minute of my Alison Gaines FAICD David Flanagan FAICD time leading the WA Division, and it’s because of the engagement Gaye McMath FAICD David Craig FAICD and support of our members that it has been such an enjoyable and rewarding role. No matter the request, whether for speaking roles, Craig Readhead FAICD Kerry Sanderson MAICD sponsorship or simply advice, I was rarely knocked back. That to me, shows just what a great bunch of members we have here in WA! I will WA OFFICE miss the daily engagement with everyone, but I’ll still be attending Suzanne Ardagh MAICD Erin Timu our events, so hope to keep in touch with everyone. WA and International Manager Education Manager The other exciting news is that we are spreading our wings, and Sudha Narthakumar Dennis Samarin moving to larger and more spacious premises in Perth, including a Member Relations Executive Education and Board member lounge, meeting rooms and training rooms. We can’t divulge Jason Liew Services Executive the location as yet, but it’s in the central CBD and I am sure you will Member Relations Executive Kate Jordan be delighted to see the results - hopefully by the end of the year. Stuart Munro Education Coordinator Member Relations Executive Wendy Dickason This is a bumper edition too. We’ve new staff to introduce, some great Kwai Steinohrt Office and In-Boardroom Coordinator articles on digital disruption and innovation and updates on our DPP Events and Sponsorship Executive Lisa Francis program, and of course all our events. Courtney Blechynden Personal Assistant So, for the final time, thanks for all your support over the past Events Coordinator and Office Administrator seven years. For those who travel around South East Asia and China, WA Division, Mezzanine Level, 190 St Georges Terrace, Perth WA 6000 make sure you check the International section of our events page to PO Box 7050 Cloisters Square WA 6850 find out about our overseas events - you are always welcome and I t: 08 9320 1700 f: 08 9320 1722 e: [email protected] Newsletter written by: WA State Office.Editor: Kwai Steinohrt. hope that I see some of you there – as well as in Perth. For more information or to submit content to us, details above. Disclaimer: The opinions expressed in WA Director do not necessarily represent the views of the Australian Warm regards, Institute of Company Directors nor the publication. While every effort has been made to ensure accuracy, no responsibility can be accepted by the publisher for omissions, typographical or printer’s errors, inaccuracies Suzanne or changes that may have taken place after the publication. All rights reserved. 2 10 practical tips for not-for-profit boards continued from page 1 4 Ensure staggered terms for understandably, source their 8. Focus the board agenda projecting and confirming the directors Directors from among their on strategy minutes as you progress through Having part of the board members. Yet an independent Boards should spend the bulk the meeting. perspective and different skill up for re-election each year of their time on future strategic 10. Minutes are not protects an association set may assist your organisation matters that will advance the verbatim records of meeting or charity from losing all to better achieve its mission. mission, not being updated with directors, and their knowledge, Look at including in the detailed reports on the past. Minutes are a record of the at one go. It helps board Constitution the opportunity Monitor yes, rehash or look proceedings and resolutions development by progressively for a Board, comprised primarily backwards no. Your association’s of meetings - not a transcript feeding new directors and of members of the association, annual planning process should of who-said-what. Less is better, perspectives onto the board. to be able to appoint one or two have identified key strategic apart from key decisions where, extra Directors from different 5. Get the board size right issues, so those issues can be for the Business Judgment backgrounds and qualifications. used to guide your agenda. If an association or charity has Rule, sufficient detail should too few directors, decisions 7. No nominations from the 9. Expect draft minutes to be included to substantiate the reasoning behind the decisions. are too easy with dominant floor at the AGM be received in days Even if your board follows personalities prevailing. Too It is poor process to allow many directors risks cliques Minutes should be out for formal meeting procedures, candidates for the board or office developing, difficulties in comment while the meeting don’t include names of movers bearer positions to nominate is still fresh in the minds of achieving consensus and non- and seconders as these from the floor of the AGM. Apart participants - good practice is performers at the board table individuals may be targeted from effectively disenfranchising out in 48 hours. - plus they cost more. first in litigation. Having 8-10 is small enough members who have submitted Prompt and accurate minutes proxies based on prior circulated to be efficient while large remove directors’ temptation Keith Roberts, a consultant with information, nominations from enough to provide diversity and to keep their own notes which NFP Analysts, can be contacted at the floor allows no time for due can raise questions on what the robust decisions. [email protected] diligence on the candidate or for real minutes are during potential 6. Consider independent ensuring the candidate realises litigation. Also, in the case of external directors the obligations that they are acrimonious board meetings (alas, Associations traditionally, and taking on.