Passion and Prudence:

blessinghomoeopathAI and Robotics

Nov 30, 2013 (3 years and 6 months ago)

87 views

Passion and Prudence:

Signs of Good Governance

ILM 2010 Bangkok, Thailand

Murray Baird

mbaird@mooreslegal.com.au

Welcome…Our time today will
be


informal


non prescriptive


aware of diversity of approaches


learning together


A mix of basics and stretches

Roadmap


What is governance?


Biblical approaches to governance


What does a board do?


What makes a good board?


Some tips on good governance

Governance …





What is it?



Some definitions



Two sides of governance



Management vs. governance?



Biblical reflections on governance



Accountability and communication


1


Latin: To pilot or steer the ship


Greek


kubernetes


helmsman
of a ship

(direction giving)


American
-

Cybernetics
-

the
study of organization,
communication and control in
complex systems


connectedness


Cyberspace


the place of
connectedness

What is Corporate Governance?


“The System by which Entities are
directed and controlled

Australian
Institute of Company Directors/Cadbury Report 1992


“The System by which Companies
are
directed and managed

Australian
Stock Exchange 2003


“The way in which an organisation is
steered and stewarded


Institute of
Chartered Secretaries and Administrators

Some definitions


“Corporate Governance
concerns the Directing
of the
Company

as
distinct from the
Managing of the
Company” Directors
Manual CCH


Directors set the
direction; Managers
implement the
strategies.


Directors are the Mind;
Managers are the Hands

Governance v. Management?

Two sides of the Governance
coin


steward and steer


managed and
mentored


accountable and
creative


protect and direct


manage and direct


accountable and
entrepreneurial


prudence and
passion

The Directors’ Dilemma



“The essential
board tasks are
simultaneously to
drive the enterprise
forward whilst
keeping it under
prudent control”


Professor Bob Garratt


Cass Business School ,
London.

Biblical approaches to decision
making

A sampling …


The Direct Presence of God
(Exodus 13:21


Pillars of cloud
and fire)


Decision by Lot
(Exodus 28:15
-
30


Urim & Thummin, Acts
1:26


The lot fell to Matthias)


A Council of Leaders (Acts 15:28 “It seemed good to the Holy
Spirit and to us …”)


Dreams & Visions (Acts 16:9


Paul had a vision)


Leadership Succession
(Titus 1:5 Appoint elders as I directed
you)


The Spiritual Gift of Leadership


Rom. 12:6
-
8
“If a man’s gift is
… leadership, let him lead diligently.”

Principles from Scripture


Reliance upon the Holy Spirit


An atmosphere of trust and unity


Clearly defined lines of accountability
and authority


Open and continuous two
-
way
communication

Relationships in good
governance


Owners




Board



STAFF

Customers

CEO

Authority

Accountability

Communication

Owners


the
stakeholders/
initiators

Field board

Field Leader

Key workers

Ministry
recipients / our
world

The Imperfect Board Member, Jossey
-
Bass, 2006


What does a board do?



Models and Lists



A simple model



List of 12 things for a board to do



2

A model of what a board does



Policy making

Strategy formulation

Future Oriented

Provide accountability





Monitoring &

Supervising

Achieve Mission working through
CEO

External Role

Internal Role

Past & Present

Orientation


Compliance roles


Performance roles

Source: Tricker, 1994:149

What Boards Do #1


Determine Mission and Purpose
of Organisation


Select, Support and Review the
CEO


Approve and Monitor Programs
and Services


Ensure Adequate Resources


Effective Fiscal Management and

Legal Compliance

What Boards Do #2



Engage in Strategic Planning


Select and Orient Board Members


Understand Relationship Between Board
and Staff


Enhance and Protect Reputation


Organise so Board operates efficiently


Risk Management


What makes a good board?






5 essential qualities of a board
member



Structuring a board



3

Essential qualities of Board
members

Teamwork




Time

Heart



Vision



Fiscal

Source: The Imperfect Board Member, Jossey
-
Bass, 2006

Structuring the board


Composition: Right mix of: skills,
experience, personality, understanding of
the organisation, context and
constituencies (stakeholder groups)


Be intentional about what you need


Succession planning


Use a nomination or succession committee


Chair takes the lead


Rotation Policy


Co
-
option powers

Some tips on good
governance





Assessing the board



Good directors



The Chair



What works


4

Assessing the Board


Define your Functions


Rate how you are doing


Ask for improvement suggestions


Collate and identify areas for
improvement


Discuss priorities


Plan and Act



www.boardsource.org









www.federationpress.com.au

Signs of good Directors


Guide and monitor Management


Understand the field’ and the economic
context


Seek specialist knowledge or expert advice
when required


Bring an informed, independent
judgement


Active participation without dominating


Enquire into untoward circumstances


Team Player

The Chair


Role of Chair:


Set it out in a charter or role description


Gatekeeper of information flow to the board
-

must not prevent key information flowing


Candour and confidentiality without
compromise


Foster constructive collegiality


Set the standards


Work with senior management

What Works Best?


Small is Good
-

8
-
12


Take responsibility for succession and
balance


Service your Board and Communicate
between Meetings


Refresh and renew


Chair is Critical


Have an Annual Agenda Cycle


Get good advice