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Course Outline


What are the roles and responsibilities of boards?

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  • Key elements of corporate governance
  • Definitions of governance and suitability for different situations
  • Why good (or bad) governance can help (or hinder) organisations
  • Background to current governance initiatives

Recent developments in corporate governance

  • ASX Guidelines and their implementation
  • Commonwealth and State initiatives
  • The Uhrig Review and GAAG guide
  • Initiatives in the Australian public sectors
  • Differences in public and private sector approaches to governance

Elements of an effective system of governance

  • The people: Ministers, shareholders, board members, public servants and ‘stakeholders’
  • The type of board, objectives of the organisation, responsibilities and reporting
  • Relationship with government
  • How the governance framework affects different bodies in the Australian Government

Practical session: Case study on structures and principles for effective governance


Roles in the governance equation

  • The Chairman – authority; actions in and out of the boardroom; liaison with government
  • The Board – governing and advisory boards, responsibilities and limitations; boundary lines with management
  • Board Committees – use of committees; authority and reporting of committees, structures and composition
  • The CEO and management team; board support and liaison
  • The use of Charters

Responsibilities of directors on government boards

  • Types of directors
  • Board composition – guidelines
  • Responsibilities of executive and non-executive directors
  • Advantages and disadvantages of different board structures
  • Determining the composition of the board

Practical session: Case study on roles and responsibilities in governance – selection of public-sector boards and committees

  • Defining responsibilities of the Minister, the board, the Chair and the Agency/Department Head
  • Best practice regarding board composition and duties
  • Criteria for selection to public-sector boards and committees

Matching skills and experience with board functions

  • Methods of filling board seats
  • Options for the recruitment of directors
  • Particular skills for the public sector
  • The importance of induction

Monitoring board performance

  • Board accountabilities
  • Criteria for board performance reviews
  • Measuring board performance
  • Models of board review in use today
  • Selecting a suitable model for your board
  • Aligning a Board Review with other board accountabilities
  • Common problems exposed in board assessments

Practical session: Case study on roles and responsibilities in governance – selection of public-sector boards and committees

  • Exploring the status and power of public-sector executive boards and committees
  • What constitutes good performance?

Board operations



  • Setting the strategy – Statements of Corporate Intent
  • Matching up financial imperatives and Community Service obligations
  • Setting performance indicators:
    • Useful measures for the public sector
    • Financial and other indicators
    • Benchmarks and their development

Managing risk:

  • Understanding risks associated with public-sector processes
  • The Matrix Approach
  • Avoiding and minimising risks
  • Risk optimisation
  • Integrating risk management into business processes, culture and the corporate governance framework

Reporting to and by the board:

  • Key information required by the Board
  • Setting up internal controls
  • Establishing the right level and quantity of information
  • The risk of ‘single source’ information
  • Information required by owners and stakeholders
  • Record keeping for specific activities

Managing relationships:

  • CEO and management
  • Shareholder and stakeholder relationships
  • Special circumstances in government

Committees and how they can assist:

  • Roles and functions of committees
  • Ideas about best practice

Practical session: Case study/workshop on board operations


Final wrap up and summary

  • International Standards of Best Practice
  • Useful references for Australian Government Boards
  • Other outstanding issues
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