Course Outline

What are the roles and responsibilities of boards?

• 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

Strategy:

• 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