10 Practical Tips for Not-For-Profit Boards

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

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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. they happen), consider data-

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3 WAdirector | WINTER 2014

CONGRATULATIONS Company Directors Course Graduates

Andrew Cuthbertson GAICD Robert Lightfoot GAICD Alexander Burns GAICD Graham Swift GAICD Timothy Wall GAICD Margaret Abernethy GAICD Adam Applegate GAICD Paul Begley GAICD Dr Phillip Ridden GAICD Martin Stulpner GAICD Andrew Quenby GAICD Susan McCarrey GAICD Declan Cahill GAICD Nadine Carter GAICD Michelle Rogers GAICD Shanine Ryan AAICD Patricia Welsh GAICD Andrea Ballantyne GAICD Alastair Haldane GAICD Geoffrey Weaver GAICD Romolo Santoro GAICD Mark Altus GAICD Marcello Cabrera GAICD Dr Carla Boehl GAICD Todd Emmert Peter Doust GAICD Adele Neumann GAICD Stephen Capewell GAICD David MacGeorge GAICD Thomas Pere GAICD Warren Green GAICD Prof Ross Dowling OAM GAICD Rebecca Aubrey GAICD Adrian Munro GAICD Lina Barbato MAICD Francis O'Hare GAICD GAICD GAICD Maryanne Wilson GAICD David Daines GAICD Matt Hewitson Stephen Troughton Paul Johnson GAICD Peter George GAICD Emma Tobias GAICD Alan Green GAICD Patrick Moase GAICD Rebecca Moore GAICD Anita Ghose GAICD Hon Thomas Stephens OAM GAICD Karen Brown GAICD Carolina Jofre Pinto AAICD Keith Black GAICD

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4 Residential Company Director Course Are you Bunker Bay ready for the starting the course on Monday. We come from a range of backgrounds: one participant challenges and I represent the not-for- proft (or ‘for purpose’) sector; a number of others are in the resources sector; two work and rewards? for statutory authorities plus education, marketing, medicine and wine professionals. The diverse mix of participants, Enrol in our short course fve expert facilitators and wonderful Australian Institute By Louise Forster MAICD The Role of the Chairman Senior Consultant, CommunityWest of Company Directors staff made Board member, MercyCare for a seamless and extremely 17 July 2014 Member since 2013 valuable experience. Highlights for me included Take away valuable insights on specifc and current After booking the course in networking with my fellow mid-2013, I had 10 months of participants; Fiona Shand issues for chairmen, including board selection and anticipation to lead me into an facilitating the Directors Duties boardroom processes, CEO succession planning, and the amazing week. I headed down and Responsibilities and The changing views of the role of the chairman. to Bunker Bay a couple of days Board’s Legal Environment early, to make the most of the modules; and the group Members: $600 break and to fnish the pre- dinner and wine tasting at the reading in peace. The residential beautiful Aravina estate. Fiona’s Non-members: $835 option was perfect for me. analogy of the ‘swords’ and Already juggling work study ‘shields’ of the Corporations Act and a family, the best way to was fantastic and particularly immerse myself in the content pertinent for me, having was to get away and concentrate recently completed a law MBA on the course. unit. The connections I made The Bunker Bay resort is just were meaningful and much spectacular, my unit was on more than cursory. Spending the edge of the resort and I an extended amount of time could hear the waves gently together connected us in a crashing in the distance: an different way to merely sharing amazing backdrop to study in. a classroom. A number of us The Sunday evening welcome have kept in touch and look drinks was a great opportunity forward to a graduation event to meet everyone before with as many of us as possible.

Enrol today w: companydirectors.com.au/shortcourses

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Recent Developments in debt funding

By Alister McConnell Director and Head of Debt Advisory Origin Capital Group

Over the last few years, many companies in the resources, mining services and engineering/construction sectors have found it much harder to refnance existing debt facilities and raise new debt for growth or acquisitions. As the resources boom has abated, traditional banks, and particularly the Australian trading banks, have been increasingly unwilling to provide funds to companies other than the strongest credits in these sectors. This has been accompanied by extremely tight conditions in the equity markets such that equity has either been unavailable or an expensive and often highly dilutionary solution. However, in the last 12 months, we have seen the emergence of a number of non- traditional funds providers with a growing appetite for exposure to these sectors. Origin has completed two debt fnancing transactions with such parties. This funding can be used for investment. This is a true term kicker for lower yield. company choose not to use the a range of purposes, including corporate facility (not unlike • Credit process – In depth commitment. replacing or partially paying the facilities that other larger due diligence but typically For as long as this window down existing bank facilities and players in these sectors have relies on the assessment of remains open, this presents an achieving improvements in tenor raised from the term B loan internal executives rather than opportunity for companies to and amortisation profles. market in the US at similar cost expensive time consuming third restructure and, should they In summary, typical features of and tenor) but raised in a fast party due diligence. wish, extend their debt facilities this funding are: and low cost fashion. • Speed – Fairly fast with to provide greater certainty and • Funders – Asian institutions • Repayment – Generally non- an indicative term sheet in flexibility in their funding. and local family office money amortizing in contrast to bank around a week from provision We expect to see continued with an appetite in the range facilities that typically require of initial information and 3/4 growth in such non-traditional $5M to $100M per transaction. weeks to committed approval. amortisation over the term of funding under current market Larger facilities can be provided • Cost – While more expensive the loan or are just short term conditions where equity is not on a club basis. compared to the all up cost facilities. a viable option and domestic • Sectors – Asset rich, cash from traditional Australian • Covenants – Far wider and banks either will not refnance or flow generating operating banks, the incremental are more restrictive in providing businesses across a range of more flexible with no interest premium will vary according facilities. sectors including brownfeld rate or commodity hedging to the security position (senior mining and mining services as requirements. or subordinated) and, after well as manufacturing, food, • Security – Similar to bank tax, will not be overly onerous Alister McConnell, Director & agribusiness and property. facilities but comfortable to relative to an equity raising or Head of Debt Advisory, Origin • Tenor – Available up to 5 years, take a subordinated position indeed default lending rates. Capital Group mcconnell@ which compares favourably to to other senior banks and able • Other – The process is largely origincapital.com.au local bank facilities that often to be used for acquisitions in a success driven until the Origin (www.origincapital.com.au) complementary way to existing have a notional three year term indicative offer is signed off is an independent corporate adviser but are annually reviewable bank facilities. by the company after which whose debt advisory team has raised and so are effectively one year • Dilution – No dilutive equity full credit commitment is over $20 Billion in the last 12 years facilities that restricts cash features unless it suits a sought and a small walk away from the Australian, US, European for dividends and growth/ company to swap an equity fee is payable should the and Asian debt markets.

6 Nominations are now open Reward PwC Director Award for Excellence in the Not-for-Profit sector recognises the outstanding contribution of a director in the not for profit sector in Western Australia. The award will acknowledge a excellence director who has exhibited leadership on director issues and promoted excellence in governance to achieve a positive impact for the economy and society.

Nominations are called for this category to recognise in the the work and contribution of an outstanding individual. Award criteria: • A board member, director or chair of at least one not-for-profit organisation in Western Australia NFP sector • Demonstrated contribution to the Western Australian community through their board work in the not-for-profit sector • Embodies directorial values of excellence and integrity • Leads by example on director issues

Nominations will close 5pm on Monday 11 August 2014 and the winner will be announced at the Company Directors Gala Dinner on Thursday 30 October 2014.

Please note: nominees may be subject to an interview or further screening.

For more information, call Kwai on t: 08 9320 1700 e: [email protected]

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Emerging Director Profiles

What do you think are the individual board members) It is an exciting time for foundations of being a good which detract from building the disability sector given director? sustainable shareholder the proposed introduction • Having an enquiring and value. I have encountered of the National Disability independent (avoiding these distractions on a few Insurance Scheme (NDIS). ‘group think’) mind coupled occasions. The advent of the NDIS, and in particular the fundamental with the capability to think Another major challenge is for change from Government to laterally about issues under boards to avoid spending too customer directed services, consideration much time looking backwards will have a significant impact rather than on the future. • A good listener but able to on every entity operating constructively challenge Who do you admire – either in the sector. Readying management thinking a director or business leader Activ for the ‘new world’ is ANDREW • A sound appreciation and why? absorbing a considerable of the different roles of I greatly admire Tony amount of time for Activ’s management and the board Howarth. He is a well board and management EDWARDS respected director with team, and is something I am • Strong ethical/behavioral a successful track record greatly enjoying but finding Faicd values –open, honest, across a wide spectrum of quite challenging. transparent, consistent enterprises in which he has Member since 1985 held leadership roles. As a What has been your best Based on your experiences, chairman, he is unruffled and career decision? what is the best advice you DIRECTORSHIPS inclusive, and is excellent at The decision to accept the can give to other aspiring maintaining the right balance • ASX listed: MACA offer to become Managing directors? between supporting and (MLD) – Chairman Partner of the Perth PwC Pay continuous attention to challenging management. practice. I spent 5 years • Mermaid Marine your ‘personal brand’. Having in that role, during which (MRM) – Chair Audit a strong, well regarded Tell us a bit about your board time my personal skills and Risk Committee personal brand is in my view roles in the NFP sector and development curve crucial to success in pursuing • Nido Petroleum I have previously held board leapt exponentially. The NED positions. This should (NDO) – Chair Audit roles with a private school experiences and lessons include - building your and Risk Committee and with an organisation learnt from taking on that networks; expanding your engaged in helping regional position have held me in • Activ Foundation Inc general business nous (beyond communities develop very good stead for my next Chairman your main area of knowledge/ sustainable funding models. career phase as a non- expertise); developing executive director. your personal ‘soft’ skills, I am currently the President particularly in handling (Board Chair) of Activ difficult conversations. Foundation Inc. Activ’s purpose is to enable people What do you think are the living with disability to biggest challenges for pursue a better life. It is directors today? Do you have the largest organisations a war story? in the disability sector in WA outside of Government, I think one of the biggest and has a focus on the challenges is to maintain focus intellectually disabled. on the longer term strategy Activ’s services include for the business in the face accommodation, intensive of a market environment family support, HACC which is often more interested services and supported in short term outcomes. employment to more than Boards need to guard against 1,000 clients. Including becoming distracted by casuals, we employ over 1200 such market ‘noise’ and staff across the metropolitan sometimes as well by proposed area as well as in the South actions driven by personal West, Albany, Geraldton, agendas (of management or Kalgoorlie and Esperance.

8 Why do you want to be a What skills do you think you If you could nominate one director? could bring to a board table? director or business leader you would you like to have dinner I really enjoy jobs that allow Collaboration is my passion. with who would it be and why? lateral thinking, problem solving, I’ve been fortunate to facilitate setting strategy, team work and the start-up of three industry Hon. Paul Keating – to talk prefer to work on several projects groups now. Many organisations about his views on leadership at a time. fail to maximise partnership and how to take people with you when making change and Commercial success really opportunities – that includes governments. to discuss the role of China in does flow from maximising our economy. He has totally collaborative opportunities I’ve had three distinct careers savvy advice on so many issues and I also believe that some – lawyer, politician and now and seems an absolutely ideas companies underestimate the lobbyist/corporate adviser. driven person. I am a huge fan value of emphasising corporate Regulation and policy making of his political achievements in MEGAN social responsibility in their daily apply to all of them. cultural, social and economic business. areas. He is ahead of his time. The blend of those sectors have ANWYL I like that he repeatedly stared Some of the most challenging exposed me to public and private down his critics. And that he board work involves setting sector ways of thinking – the Gaicd detests the use focus of groups goals and working out how trick is how to get all of the in politics. Member since 2007 to communicate with the silos working together – I think very stakeholders that ensure of it as building massive and corporate gains and guarantee a well-worn walkways between What goals have you set for DIRECTORSHIPS social license to operate. them. It’s great to have legal yourself in the next five years? I’m always striving to achieve • Executive Director Magnetite skills and to be confdent about As a young lawyer in Kalgoorlie- more personal ftness plus to get Network governance issues. Boulder I learned that it is the elusive work life balance. I’d possible to harness community • Chair Resources Committee What has been your greatest like to be more effective in the energy to convince decision Australia China Business achievement in the past year or way that I give my pro-bono or makers to do something – to Council (WA), Director of the one of which you are most volunteering time to maximise achieve outcomes for the greater Anwyl Hardwired Corporate proud? outcomes. Strategy good. The private sector is no different – the focus should be I never thought I’d end up I’d really like to be a part of the • (Previously: Chair North West to set goals that will beneft the working mainly in the resources resources sector fnding new Iron Ore Alliance 2007-09, shareholders, workforce and sector but I am an enthusiastic ways to engage with community Director Esperance Ports Sea hopefully the State and empower advocate for the benefts of and garner long-term support. and Lands 2003-2009) the executive team to get on the industry especially for the There are a lot of people that with it. economic and social advantages are totally anti-mining and we that can be delivered to the could all do better to understand I’m also passionate about the regional residents. its importance and work out a need for diversity on boards and I strong long term strategy for a don’t just mean gender diversity. Securing the Barnett (clichéd) win-win outcome for Government’s decision to the beneft of as many people I frequently sit in a room where grant a royalty rebate for as possible. Ironically it’s women I’m the only woman and I reject the magnetite industry was a who require the most persuasion the frequently expressed male highlight. It was well received according to the research. view that women are “not board by investors and will help us get ready”. One very senior director more fnal investment decisions. recently told me that the blokes I’ve also been privileged to work are scared of the women – I want with the Martu School Holiday to break down the mystique. Program that delivers to six The evidence supports the fact remote communities and Malya that boards that have genuine Yuturringu – a new flm festival diversity of experience and for young Aboriginal people in backgrounds are more successful. the Western Desert.

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Culture change, customer focus and Coca-Cola

The Annual Rottnest forum has Over lunch, attendees were been etched into the calendars treated to commentator and of the Perth business community entertainer, Sam Kekovich, since its foundation more than 38 previous North Melbourne and years ago. Collingwood player and now well The ability to blend the known entrepreneur and media naturally relaxed pace of identity. the island with a keynote address and member luncheon Thank you to our sponsors overlooking the pristine E Y and Lavan Legal for their Thompson’s bay has been the continued support of our Annual formula of success for this event. Rottnest Forum. Guest speaker, Terry Davis, Retired Group Managing Director Coca Cola Amatil Limited shared leadership and success insight into his 12 years experience at Coca Cola and discussed applying these business principals to personally achieve a successful Esme Bowen GAICD, Colin O'Sullivan MAICD, Terry Agnew FAICD, Erica Haddon GAICD rowing career.

A comedic moment Enjoying the afternoon at Rottnest Island with Sam Kekovich

Craig Readhead FAICD, Peter Meagher MAICD Alison Gaines FAICD, Alecia Benzie, Lloyd Smith GAICD, Simon Glass MAICD

10 Fifth Annual Fellows’ Dinner Fortune favours the brave

Over 100 Fellows gathered at the beautiful Matilda Bay restaurant in April for the Fifth Annual Fellows Dinner. Keynote speaker and 2013 Australian Institute of Company Directors (WA) Gold Medallist Emeritus Professor Margaret Seares AO FAICD provided an inspirational and memorable speech on how some people meticulously plan their careers, whilst others have been driven by a degree of serendipity. Professor Seares reflected on her experiences, bracing sudden opportunities throughout her extensive career across the arts and culture sectors within Western Australia and nationally.

Many thanks to ANZ, Herbert Smith Freehills and Voyager Estate for their ongoing support of the Fellows Program.

Matilda Bay

Professor Margaret Seares AO FAICD Paul Sadleir FAICD, Paul Branston

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Igniting the growth agenda

Our 2014 Company Directors Conference was held over 21-24 May. A large contingent of over 40 Western Australian members and directors made the lengthy trek across the country to join over 400 Directors and their partners on Hamilton Island. Australia’s leading director Anne Seghezzi, Leanne Sadlier, Paul Sadleir FAICD, Networking evening Alison Gaines FAICD event explored visionary topics critical to directors, with discerning views from the leaders of corporate Australia and the rest of the world. The conference examined futuristic issues and trends; selected by directors, for directors. Attendees gained cutting edge insights into global issues, the economy, business Michael Smith FAICD opening Directorship14 Fiona Harris FAICD, John Barrington FAICD and directorship.

Dr Robert Kay delivering decision making for growth Directors in Disguise

Global Network of Director Institutes The Global Network of Director and CEO of the Thai IOD, Institutes came together during Stan Megidson, President and the annual Hamilton Island CEO of the Canadian Institute Conference. Australian Institute of Corporate Directors and of Company Directors, Chief Dr Roger Barker, from the UK Executive John Colvin hosted a IOD. Also in attendance were cocktail party with the Board and Keith De Lacy, Yasmin Allen senior executive. and Anne O’Donnell from the Those who were able to National Board. join the group included, Ansie The evening was a wonderful Ramalho, CEO of IOD South opportunity to network with Africa, Dr William Whittaker, peers and discuss opportunities, Anne O'Donell FAICD and Stan Magidson, President and CEO CEO of IOD NZ, Dr Bandid challenges and trends from - Institute of Corporate Directors Canada Nijathaworm, President around the world.

12 Director Briefings:

The right fit for your board High performing boards effectively manage the interplay between members’ behavioural attributes, skills and competencies. However, more often the way directors interact and make decisions is left to chance. Behaviours are a critical element of the “human” dimension of board work and how the board goes about performing its roles. At our recent Board Connections: Dynamics and relationship management event our panel of experience directors, Tracey McGrath MAICD of Tracey McGrath International, Stephen Zurhaar FAICD of Z Corp Property Group and Mike Toolkit Briefing photo Cheryl Robertson FAICD, Stephen Ward GAICD, Mal Randall MAICD, Tracey McGrath MAICD Horabin FAICD of Board Advice explored high performing boards and how they effectively manage Our sincere thanks to series sponsors Grant Thornton. the interplay between members’ behavioural attributes, skills and competencies.

What you don’t know can hurt you We recently hosted a briefng on Third party integrity risks, exploring global transactions and the increasing regulatory scrutiny required by companies to examine their business relationships. Our panel of highly experienced advisors and directors Tony Chong MAICD of Lavan Legal, Duncan Calder of KPMG and Ernest Boswarva FAICD of Syngas Limited discussed the importance of evaluating internal and external business relationships and to understand how they operate, West End Series - Third Party Integrity Risk - Tony Chong, Ernest Boswarva, Duncan Calder failing to do so adequately exposes organisations to reputational damage, Thank you to our sponsors KPMG, Lavan Legal and Origin Capital for supporting this series. operational risk and government investigations, as well as monetary penalties and potential criminal liability.

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Racing around the regions

The 2014 Regional events NFP sector in 2014. The Panel program is in full swing also featured a local director, Michael Langton MAICD, who with four events already provided excellent insights. completed. We hope to continue this fantastic start to the regional events program throughout the Members and non-members year. alike welcomed Frank Cooper FAICD, Chair of the WA Football Thank you to our regional Commission and board member sponsors - RSM Bird Cameron, for Woodside to Geraldton on BankWest and Total Business the 7 March. Frank delivered an Technology for your continued inspiring speech about Lessons support. in Leadership, which touched on relationship management within an organisation, and Bunbury Not-for-Profit Roadshow some of the key highlights of his professional career. Frank will also appear in Dunsborough - 11 July, Kalgoorlie – 15 August and Albany – 21 August, this year – make sure you register early. We started the events for the year in Albany with a site tour with a difference, visiting Greg Cross, Suzanne Yewers and the team at Fletcher International. Fletchers, a local abattoir and national family run business, contributes over $20 million in wages into the Great Southern community each year. Local members and Directors were given the chance to have a Frank Cooper delivering behind the scenes tour of the Lessons in Leadership Visiting the team at Fletcher International, Albany Albany plant operations. Bill Beament, 2013 Business News 40Under40 winner, made a special appearance in Kalgoorlie in April. He spoke to our Goldfelds members about his career as a Director, his time at Northern Star Resources, and gave some tips and tricks about being on a board of a high profle company. Bill’s speech was one of the highlights of the regional program so far this year. We also commenced our regional not-for-proft roadshow in Bunbury. Gene Tilbrook FAICD, WA Division President, and Kevin MacDonald MAICD, CEO Of Giving West, conducted a panel discussion with local members and Directors, speaking about challenges Lessons in Leadership luncheon and trends to expect in the

14 Welcome new staff to our WA Division

SUDHA NARTHAKUMAR Member Relations Executive

I’m a gym junkie who is directors and boards of Development Manager for a an advocate of keeping a directors across many different real estate frm. work/life balance to feel industries. The interaction good physically, mentally & with such high level members Where do you see yourself spiritually in order to succeed and non members looking to in 10 years? in my career and life. I’m career join the Australian Institute driven, passionate, strong of Company Directors is 10 years is quite some time willed and energetic. I enjoy invaluable and I am extremely away but I would hope that cooking and experimenting respectful and grateful for I continue to progress in my with ingredients from around that. The knowledge and career and will be in a senior the world. I love my wine and experience they bring to the management role or have a tapas. I also love travelling and organisation is a valuable business of my own. I will spending time in nature. One learning experience. I also probably look into furthering of my favourite things to do like that as an organisation, my studies by perhaps in my spare time is meditate or Tell us a little about yourself we offer directors and boards completing an MBA. I have a read by the river. diversifed services for them to real thirst for knowledge and I’m 32. My background is in continue developing their own I love learning in business fnance, business development, What do you like best professional development. environments. If I’m really sales and training. I hold two about working at the degrees, one in Marketing lucky then perhaps I might Management and Advertising Australian Institute of Where did you have a family too! and the other in Criminology. Company Directors? previously work? I am very passionate about my I like that I get to network My most recent role was health, ftness and nutrition. and build relationships with working as a Business

DENNIS SAMARIN Board and Corporate Services Executive

working for membership based the content we deliver, I am of the Year’ for our two WA NFP in real estate industry. looking forward to attending venues. The latter award more courses, reading our recognised our overall budget Over 12 years of business sales publications and networking performance and client and management experience. with our members. feedback collected over the Spent the last year and a course of the year. half catching up on my travel Where did you goals, including Europe, USA previously work? Where do you see yourself and Asia. Cliftons, provider of corporate in 10 years? venues to hire for conferences In two years I want the post and seminars, meetings and What do you like best nominal GAICD! about working at the training. Would love to serve on a Australian Institute of I was the WA GM, overseeing board in 10 years and use all Company Directors? operations and sales. I held my the knowledge and contacts Tell us a little about yourself own key accounts, primarily in The culture in the Perth office I’ve acquired. Completed Bachelor of is outstanding. Dedicated, the resources sector. During Commerce Degree at Curtin professional, great team my time there I was awarded (Property and Finance). support across departments. ‘Sales Commendation’ for Also, I am genuinely fascinated my own budget achievement I have previous experience by the industry we support and as well as receiving ‘Facility

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Welcome new staff to our WA Division

KWAI STEINOHRT Event and Sponsorship Executive

have lived in the Perth hills Australian Institute of of Training and Workforce for over 20 years. I have a Company Directors? Development and Seven West double degree in Advertising Media to deliver exhibitions to and Public Relations and have The team! The staff in the Perth Western Australia, namely the started my MBA. My husband office have been absolutely Skills West Expo and The West and I have two wheat farms welcoming, professional Live. in Wyalkatchem, which makes and supportive as I learn my role. I love working with a wonderful weekend road Where do you see yourself trip; nothing beats the fresh our sponsors and speakers, in 10 years? air of the country and star creating events that are of gazing. As my husband works importance in their industries I hope to still be in the same offshore, I enjoy spending and delivering them to our creative feld working in time with and cooking for members and fellow directors. events and marketing, in my close friends, enjoying either senior management or a glass or two of wine. I my own business. In 10 years, Tell us a little about yourself Where did you love to travel, exploring the I would love to be involved in previously work? I'm originally from Geelong, unknown, whether abroad or a not-for-proft board and to Victoria (go cats!) Although closer to home. I was the State Manager of be volunteering in my local being married to a Events Network Australia, community. Queenslander, I have learnt What do you like best working closely with the State to embrace rugby league) and about working at the Government Department

Director Pipeline Program The director update

By Cathy Cruikshank GAICD to extend themselves past the your future and career. I believe in the room took at least Member since 2013 comfort of known skills and just this applies equally to males and one learning away from the apply. The more applications females potential directors. presentation. I can personally On Thursday 27 February 2014 and interviews you are exposed Thank you Rebecca for say that your wise words – the Director Pipeline Program to, the more you learn, which your candid and engaging ran a lunch session with guest in turn enables people to learn presentation to the DPP group. resonated with me, and I have speaker Rebecca Maslen- more about you. I am sure every single person actioned some of them already. Stannage (Partner, Herbert During this process you will be Smith Freehills), presenting on exposed to headhunters, as their the topic ‘Director search – Are role to buffer companies from we getting it right?’ inundation is a necessity. Once This was a very thought- you enter this world, the skills provoking presentation which learned can be game changers: made me, as a female director, learning how best to present think about how, females in your unique skillset, continue to general present themselves, grow your network, and how to and how they can get out there sell your brand. into the pool of candidates for I also agree with Rebecca’s director roles. opinions on females and Board advertising for director networking. Being available roles is on the rise, which is for networking functions, can Michelle Natta, Suzanne Ardagh MAICD, Ian Burston AM FAICD and encouraging and required, consume a lot of ‘personal time’, Cathy Cruikshank GAICD however females in general need however it is an investment into

16 Queen’s Birthday Honours

Mr Frank Charles Cooper FAICD ao

The Honourable Hendy John Cowan FAICD AO

Ms Susan Joan Ash maicd ao

Mr Gregory Stuart Martin PSM FAICD AM

Mr Zhigniew Wilk MAICD psm

Our above WA members have received the Queen’s Birthday Honours and we would like to congratulate them on this honour.

Emerging Directors Briefing

In this briefng you will: • Identify the questions you need to ask of management when reviewing the Demystifying management accounts • Explore the areas where directors need to question fnancial statements • Identify directors’ duties with financials regard to fnancial statements and fnancial reports • Appreciate how and when to evaluate solvency for directors • Consider the use of fnancial/non- fnancial KPIs

Thursday 7 August 2014 Hyatt Hotel

Reserve your seat today t: 9320 1702 e: [email protected]

Sponsored by:

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Congratulations long standing members

Professor Phillip Dolan FAICD Mr Peter Banaszak GAICD 10 years 25 Years Professor and Dean Managing Director University of Western Australia Mr Bruce Goulds MAICD Westbay Investments Pty Ltd Mr John Schaffer FAICD Chief Financial Officer Mrs Maree Gooch FAICD Chairman Mineral Resources Limited Mr Justin Birchmore FAICD Director Schaffer Corporation Limited Executive Director Mr Massimo Montisci MAICD Rural Business Development Nelson Capital Pty Ltd Mr Antony Sutherland FAICD Chief Financial Officer Corporation Director Trustees of the Christian Brothers Mr Paul McKenzie FAICD Mr Paul Kordic MAICD Ess Pty Ltd Mr Duncan Clegg GAICD MD Principal Director Agrarian Management Rockwell Oliver Mr Bruce Greenlaw MAICD DC Energy Pty Ltd Financial Controller Mr Stephen Partridge GAICD Mr John Borshoff FAICD Ross North Homes Viticulturist Mr Lee Verios MAICD CEO/MD Wyllie Group Pty Ltd Agribusiness Research & Mr Peter Hood FAICD Paladin Energy Ltd Management Chairman Mr Mark Lester MAICD Matrix Composites & Director Mr Shane Sander GAICD Mr Craig Burton FAICD Consultant Engineering Ltd Maxim Accountants Managing Director Agvise Management Consultants Verona Capital Pty Ltd Mr Ronald Adams FAICD Mr Tim Atterton GAICD Ms Christine Thompson GAICD Managing Director Managing Director Project Manager Dr Walter Cox PSM FAICD Westforce Holdings Pty Ltd Wespine Industries Pty Ltd Department of Agriculture & Food Director Ms Melissa Price GAICD WA Ardross Group Professor Stephen Emery Consultant FAICD Melissa Price Mr Fletcher Brand FAICD Director 15 Years Managing Director Kubu Australia Pty Ltd Mr Ian Gordon MAICD Liquefied Natural Gas Limited Managing Director Ms Susan Thomas FAICD Ramellus Resources Limited Director Dr Ian Burston AM FAICD 30 Years Grant Thornton Australia Limited Mr Laurence Ziatas MAICD Director NRW Holdings Limited Mr Ronald Farris FAICD Chairman Professor Alexander Cameron Incubatas Group Principal FAICD Mr Paul Price FAICD Deputy Vice Chancellor Ron Farris Real Estate Pty Ltd Mr Simon Walsh GAICD Director (Education) Chief Information Officer Price Sierakowski Corporate Mr Ronald Fuller FAICD P&N Bank The University of Western Chairman Australia Mr Mark Bahen MAICD Strathearn Insurance - Brokers Mr John Fogarty MAICD ED Perth Southen Hospitals/CEO Mr David Hansell MAICD Clayton Utz Mr Desmond Crawley FAICD St John of God Murdoch Hospital Director Director Mr Lewis Cross FAICD Vision Management Pty Ltd DF Crawley & Associates Mr Anthony Ince GAICD Crosscorp Accounting Director Mr Stephen Rogers FAICD Mostyn Consulting General Manager Mr Gary Comb MAICD Woodside Zinc Co Australia Limited Mr David Crook GAICD Managing Director Mr Michael Quinlivan GAICD Mr David Eiszele FAICD Pioneer Resources Limited Group Chief Financial Officer Chairman Wilson Parking Australia Mr John Lazarus MAICD Lions Eye Institute Director Mr Ian McFarlane FAICD Mr Ian Carter AM MAICD Fugro Geospatial Services Director Ajilon Chief Executive Officer Mrs Kerrine Blenkinsop GAICD Anglicare WA Non-executive Director Real Force Management Pty Ltd Mr Garrick Smith FAICD 20 Years Mr John Cutbush MAICD General Manager Property Principal Mr Robert Sceales MAICD Development Airport Self Storage Principal Sceales & Company Grantham

18 Big innovation mistruths

this trick: “Let’s hold an ideas workshop.” Let’s stage an innovation training day.” “Let’s start an innovation team.” – not always the best approach! These workshops and company days have been repeatedly demonstrated to be a waste of time and effort and evidence has shown that the effort put into evaluating each entry far outweighs any beneft gained. To be honest, these can often turn out to be ways to simply appease staff that the company has listened. When we’re working with potential innovators, the key is to evaluate. Even in an environment of innovation and inspiration, always keep your business hat on. That way you can evaluate which ideas will be best-received by your customers, which will set you apart from competitors and which will ultimately encourage These days every organisation and can transform an sounds like an employee’s dream! future innovation. wants more innovation – the organisation into the envy of Yet we make the mistake of ability to design new and its competitors. These messiahs thinking that we need to go So what now? creative ideas that will set you of innovation often lie in large to the extreme to create an No matter what, innovation is apart from your competitors. corporate organisations and innovative environment, when never easy but the key is creating Yet, when it comes to are the innovation giants of the really we should be focused on a “safe-to-fail” environment. innovation, we’re often stopped business world. These are the creating an innovative culture. Acknowledge all of your staff, before we’ve even started. people that innovation-junkies As we know now that all listen and most importantly I am sure we can all agree aspire to be. employees have the capability evaluate all of the innovative that innovation is difficult, Yet we forget those not in the to innovate, it is important to decisions that spring from your but – as some would have us spotlight. Even Steve Jobs was enrich them in a culture that organisation. This is what will believe – it is not an Olympic just an ordinary guy innovating allows innovation to prosper. make a difference. level event where only a select in his garage before he co- Rather than transforming your Use innovation to create few can compete. Let’s be clear founded Apple. It’s the same with office into what we believe to solutions for your organisation. – Innovation is not restricted innovators – just because you be an innovation hub, why not Defne your problem – clearly – to only the top thinkers in aren’t a messiah of innovation transform your culture? Creating and then work with everyone you the world, nor is it something working for a leading global a culture of development, can to enable both a successful that you buy; Innovation is corporation, doesn’t mean you freedom of ideas and listening on and innovative solution. something that any individual don’t hold the key to innovation. all levels is what will bring out Never give up on innovation or organisation can aspire to. We need to acknowledge that your employee’s innovation – because the creative and So if innovation is closer than innovation can spark across all whether you have a games room inspirational ideas are the ones we think, why is it common facets of an organisation and or just a standard lunch room. that we never forget. After all, belief that we’re not good enough that the desire and ability to every big innovation started as to be innovative? Here are three innovate is in all of us The more ideas the better a small idea. big innovation mistruths that This has to be one of the most deter people from innovation, The special common misconceptions when Article supplied by Birchman Group. and why they’re wrong! environment conceit it comes to innovation. Yes, in We’ve all heard about the Google today’s world the window of The messiah of office – a hub of creativity, stability is much smaller and we innovation fallacy inspiration and you got it – need to keep up with the times. We’ve all heard of them – innovation. Games rooms, However, one brilliant idea is those once-in-a-lifetime indoor beach settings, swiss worth a thousand mediocre ones. leaders who ooze innovation balls instead of office chairs – it Organisations often fall for

19 WAdirector | WINTER 2014

Digital literacy in the age of digital disruption

Younger generations are used Big data Cloud is about agility to social sharing and connection. Quite simply, Big data is a and cost efficiencies. Many think that email is archaic collection of large and complex and don’t use it. How is your data sets that collectively can organisation responding to this offer more accurate analyses both internally and externally? that lead to more confdent Risks to be managed include: Audiences today expect decision making. • data security to be able to share content, Real time business analysis (external dependence) information and discover useful can provide insights based on • rapid adoption of cloud services IP through social media. They the always on, always connected, without involving IT. What are disappointed when that isn’t proliferation of devices and data critical company data is kept available - so much so that they sources. By Justin Davies GAICD outside of the organisation? would prefer to move to another • retention of data Member since 2006 company as it lowers their risk in This is where big data is engaging with yours. Mobile everything different – it is real-time Further social media and crowd Is digital literacy We seem to be unable to sourcing means that we can and brings together disconnect from the net - even disparate data sets for today as important for short car journeys. Just stop leverage expertise beyond the at any traffic light and watch four walls of our enterprise and business intelligence. as financial literacy? people on their phones checking extend to business and channel Many business sectors are under social media, sms and emails. partners and providers. Google has created a car that threat from digital technology and Internet of Things (IoT) the disruptive business models drives itself allowing passengers that this technology enables. to ignore the road, and be fully The internet of things refers to the Businesses can take Smart, competent directors are engaged with their mobile phone. connection of devices, systems, advantage through real-time worried that they are adding less Companies have to work services and applications to tactical adjustments across value to decision making than out how to integrate their provide real time information and the organisation including they otherwise would because applications, websites and health checks. marketing, support and product they don’t fully understand mobile apps together with their Organisations can more maintenance. the prospects or exposures of face to face interaction. easily monitor and manage The volume of purchasing the digital space. Yet they are infrastructure by adding mobile About Justin decisions and actual purchases obligated to keep pace in order data communications leading Managing Director of being made from mobile phones tofulfl their obligations in setting Emergination and recently is around 40% and accelerating. strategy, policy and managing risk. chaired the Australian Institute The fastest growing companies IoT collapses costs of Company Directors’ Digital have innovation including and drives innovation literacy in the age of digital technology at their core. Social media is the with ease disruption event in Perth. The digital disruptors that are one area that directors affecting organisations are: He is running digital briefings • Cloud computing are typically most and bootcamps for directors • Mobile everything uncomfortable with in conjunction with Maryanne • Social everything particularly when to signifcant savings in service Fernando of Brand One. • The internet of things and repair. balancing rationale • Big data Prototyping and innovation emergination.com.au/digital with risk. linkedin.com/in/justinkdavies Cloud computing becomes cheap as the huge six fgure plus startup costs collapse Cloud computing is about the and proof concepts are more shift from ownership to renting. easily attained with chipsets from It is also about capacity to rapidly access and trial solutions without Social media $25 to $100. long procurement cycles. The power that social media Research indicates the more Directors should be aware that offers is the ability to understand than 30 billion devices will be Cloud computing can signifcantly customers cost efficiently, obtain wirelessly connected to the IoT reduce costs, increase flexibility real-time research information, by 2020. The question is are you in remote working and allow for communicate and engage planning for this in your strategic greater innovation. stakeholders. thinking.

20 Where are the female voices?

By Marion Fulker MAICD colleague Prof. Victor Callan if other females are present, I am older, I also actively encouraged CEO researchers from the University of the only one that speaks up. questions from people of varying Committee for Perth Queensland have been conducting With females making up 51% ethnicities and the discussion was Member since 2010 interviews with the men and of the population, an almost all the richer for it. women of Perth’s corporate deafening silence from more than Sheryl Sandberg’s book Lean landscape to better understand half of the population is simply So despite having much to In: Women, Work, and the Will why this city has such poor levels not good enough. offer in terms of perspective to Lead published in 2013 has of female participation rates and Here is a very recent example of become a bible for working and differing opinions, without why a pay gap of 26.4% exists. what I mean. I spoke at a forum of women about how to further women sitting at the table and The result of the research business leaders and the audience their careers. With credentials leaning in, their voices are not will become recommendations was an equal spread of men and behind her such as an MBA from for the corporate sector as well women, yet when the time came being heard and we are having Harvard, the Chief Operating as for women themselves. In for discussion I only got questions too many lopsided conversations. Officer of Facebook, and a board member of The Walt Disney June the Steering Committee from men. No doubt there were Perth’s future is punctuated by Corporation along with being a wife and mother, Sandberg offers pragmatic advice to women about how to lean into their careers at full tilt. Lean In may be the most challenging book in terms of how women see themselves since The Female Eunuch was released more than forty years ago. And like that book, men will fnd themselves needing to know what it says, because women in the workplace will start behaving differently as soon as they have read it. Sandberg is clear, that if women want a career then it is up to them to make it a reality and this sentiment aligns with our own Filling the Pool gender equity project. Filling the Pool is a two year study which aims to examine why Perth performs worst out of all the Australian capitals in terms of female participation rates and gender pay gaps across the corporate sector. Kicking off in June last year, we have secured majoring funding from Shell Australia with supporting funds provided by Worley Parsons, Westpac, EY and the Department of Local will receive a report which questions that the women wanted Government and Communities. as many opportunities as there Two key organisations active on will outline the fndings of the to ask yet for some reason they are challenges and a diversity of interviews so it is too soon to were reluctant to. the issue of gender equity have opinion is needed to navigate our guess what it may contain. One way of getting around joined as project supporters – way through to what we hope the Committee for Economic However back to Lean In, one this suggests Sandberg, is for Development and the Australian piece of seemingly simplistic facilitators to be mindful that is a bright future. However, we Institute of Company Directors. piece of advice from Sandberg for every question asked by a won’t get there unless women are Each organisation has one or to women is to ‘sit at the table’. man that they seek one from a prepared to ask questions and What I took this to mean is to woman. I used this technique, more representatives on the voice their opinions. Women of be front and centre and make a with great success, when chairing project Steering Committee of Perth, I encourage you to lean which there is a gender balance. contribution. Every day I come a conference, in that for every Over the past few months across situations where I can be man, I asked a woman, for every in with gusto, it is important to Dr Terry Fitzsimmons and his the only woman in the room or young person, I asked someone Perth and its future.

21 WAdirector | WINTER 2014

We bring the hot topics to regional WA The following speakers coming to Kalgoorlie, Albany, Bunbury and Geraldton in 2014.

Frank Cooper FAICD Kevin MacDonald MAICD Non-Executive Director, Chief Executive Officer, Woodside Petroleum Giving West Chair, WAFC Visiting Albany Visiting all regions NFP governance and guidance Lessons in Leadership

Gene Tilbrook FAICD Alan Cransberg WA Division President, Chair, Australian Institute West Coast Eagles of Company Directors MD, Alcoa Australia Visiting all regions Visiting Bunbury NFP governance and guidance Topic: TBC

For more information t: 08 9320 1700 e: [email protected]