The role of the Board is to make decisions which help the Management to run the organisation.
Differences between the Board and Management:
The Board is a group of directors who make decisions as a board, whereas management are responsible and accountable for their individual sections of the organisation and make decisions to enable their teams to achieve either their own the strategic targets.
Anna Hebron is a Strategic advisor, facilitator, coach & mentor delivering results for boards and business through governance and culture. She is the Qld representative for Women on Boards (WOB), WOB was established in 2006. In 2018 they set targets: 40 40 2020, which is Board composition of:
Min 40% representation of women
Min 40% representation of men
It is well understood that Diversity is a great thing. For a business to be productive or sustainable it needs diversity, this holds thru also for an organisation’s Board. Customers are increasingly looking for diversity in Boards and senior management.
What is Due Diligence and how do I go about it?
Read the published annual Financial reports, however, be aware that you cannot compare one company’s Annual financial reports with another as there are no standardised ways to complete these reports, so they are not written in a consistent manner
Remember that you can never delegate financial responsibility so learn how to read the Financial reports
Tips for reading Financial reports:
Read the notes
If you're not sure, ask the Chair
If your questions are blocked, or if your questions are not welcome then consider that you might be putting yourself at risk, and leaving the Board might be a sensible strategy
Request to attend a Board meeting to observe the relationships, personalities, how they operate as a Board, how they turn up (have they read the papers in advance? Etc
Read the Directors and Officers (D&O) insurance to ensure that there are no exclusions
If you have concerns, raise them with the Chair, perhaps ask the question: “If you were in my position what question would you be asking to assure me that it will be ok?”
Research the other Board members to understand their skillset. You need reassurance of their Board experience. You don’t want to be on a Board with “well meaning” people who don’t understand the importance and responsibility of the role.
Be aware if you feel you are the only token woman on the board.
Understand what skill sets already exist in the Board and where are the gaps? What skill / experience are you bringing to the Board
Be aware of your duties and responsibilities:
The skill of financial literacy and the Director’s assessment of the financial capacity of the company is a duty that cannot be delegated
If you are holding a Board role then under the Corporations act you have common law duties:
Fiduciary - What you do and
Care and diligence - How you act
How to land your first of next Board role?
Understand why you want the Board role, remember that Board roles
are not well paid (if at all),
require a lot of your time,
are fraught with legal & personal risk.
The following guides are not complete nor comprehensive but will assist you in attaining your first of nest role.
Tell you network that you are looking and leverage your networks
Respond to ads
tell your network
Get your Board CV ready
Make sure that all of your online profiles are good and consistent
Talk to the Chair of the Boards that you are interested in
know your passions and see what interests you, never join a Board for the ‘status’. If you do not have passion in what this organisation does, then when (not if) things get tough, it will be harder to put in the extra effort to recover the organisation.
Join Women on Boards (WOB)
Join the Federal gov registers
Join the State gov registers
Contact Anna Hebron for assistance
Questions asked during the session include:
Does a mentoring service exist to assist you when you take up your first Board role?
Please Contact Anna as she can support you by helping you to prepare for our first meeting, attending a meeting with you as an observer in order to understand the group, understand the dynamics, to conduct a post-mortem on the session, etc
Truth or myth: you should listen and learn for the majority of meetings (perhaps your first year) when you join your first Board?
You must always speak up, To ensure you are speaking up, you have a duty to exercise your duty of care and if you are not speaking then are you not exercising that duty? Advice is to speak up in the first 10 minutes to get your voice heard and be a participant from the start.
Are there hard and fast rules When you have been brought in for specific skills and the board don’t appear to be concerned?
Brief the chair
keep them informed
keep a diary
Are there different expectations of board members between in paid and unpaid roles?
No, the liabilities are the same,
For Paid roles you may be expected to do more and attend more, however these don't pay well for the effort you put in
The highly paid roles have huge expectations
How valuable are Board training programs?
None provide guarantees for board roles
They are all varying prices
The training programs which are faster to complete may not provide enduring learning. Board roles require sufficient understanding of Governance, Risk, financial and the law.