Governanace - Strategic governance

Geoff Kiel has over 30 years’ experience providing advice on corporate governance to listed companies, private companies, not-for-profit
organisations, universities and schools. Our activities cover all aspects of corporate governance.

BOARD REVIEWS

Boards can only improve if they undertake regular board reviews. Geoff Kiel pioneered the development of board reviews in Australia and is the senior author of two books on the topic – Board Director and CEO Assessment published by McGraw-Hill and Reviewing Your Board published by the Australian Institute of Company Directors (AICD). These publications elaborate the wide range of methodologies which can be used to undertake a board review. We work with clients to determine the most appropriate approach for the board evaluation given your objectives and circumstances. These methodologies may include:

Questionnaire-based reviews. A customised questionnaire for clients which is administered over the web.
Director in-depth interviews. We undertake one-on-one interviews with directors covering the objectives established for the review. These are then analysed using customised qualitative software to produce a detailed report.
Board documentation review. We review board documentation including the board charter, committee charters and terms of reference, codes of conduct, key governance policies and board packs including agendas, board papers and minutes.
Board meeting observation. We sit in on a board meeting and make a structured observation of the interactions and conduct of the board meeting.

A complete report, containing an executive summary and recommendations, is prepared and discussed initially with the board chair. We
recommend that a workshop be conducted with the board reviewing the recommendations and obtaining board commitment to any proposed actions. This results in a board roadmap which sets out the actions the board has agreed to undertake to further improve its governance, who is responsible for the actions, and recommended timings. We can also assist with the implementation of the governance recommendations.

BOARD SLILLS ANALYSIS

To be effective a boards must have the required skill set to undertake all the functions of the modern board. Contemporary governance thinking is that director selection must be based on the skills and competencies required on the board. In the book “Directors at Work” we developed a board competencies model which classifies the competencies required. These are:

Source: G Kiel, G Nicholson, JA Tunny, and J Beck, 2012,
Directors at Work: A Practical Guide for Boards, Thomson Reuters, Sydney.

We have sophisticated methodologies to enable a board to identify the skills required for the board going forward, the skills of current members and the skill gaps on the board. We work with boards to determine the best way to fill missing gaps.

GOVERNANCE AND ORGANISATIONAL POLICIES

The modern complex organisation requires a range of policies, procedures and other related documentation. Policies are important to ensure that employees follow standard processes in undertaking the various tasks required by the organisation, meet company mandated ethical
standards, understand the basic elements of the corporate culture and to indicate to regulators and others that the organisation has appropriate compliance programs in place.

Often organisational policies have been developed in an un-integrated and haphazard manner. These days it is essential that the policies expected of the modern organisation are in place, that these are regularly reviewed, that strong systems are in place to ensure that employees are aware of all the policies which impact them and their jobs and that monitoring of policy occurs.

We find that a distinction between governance level policies and managerial policies is important. Governance level policies are those on which the board must sign off and regularly review. Managerial policies are those in areas where the board has delegated to management the responsibility for establishing and reviewing policies.

We have extensive experience in assisting clients with writing the appropriate policies for their organisation. We bring to this task an
understanding of modern quality-based policy frameworks and how these can be written and integrated into the organisational fabric. Following are some of the areas where we have experience in developing and implementing organisational policies.

SAMPLE POLICY AREAS
Board Charter	Crisis Management Policy	Public spokesperson policy (Public relations)
Access to Independent Professional Advice Policy	Delegations Policy and Schedule of Delegations	Privacy Policy
Anti-Bribery and Corruption Policy	Director Development Policy	Procurement Policy
Antidiscrimination and Harassment Policy	Director Induction Policy	Risk Management Policy
Board Composition / Structure Policy	Director Selection Policy	Senior Executive Remuneration Policy
Board Evaluation Policy	Equal Employment Opportunity Policy	Social Media Policy
Business Continuity Management Policy	External Audit Policy	Share Trading Policy
CEO and/or Senior Management Performance Evaluation Policy	Hospitality and Gifts Policy	Stakeholder/ Shareholder Communication Policy
CEO Recruitment and Selection Policy	ICT and Cybersecurity Policy	Strategic Planning Framework Policy
Code of Conduct – Directors and Senior Executives	Intellectual Property Policy	Term of Directorship Policy
Code of Conduct – Organisational	Interest Rate and FX Hedging Policy	Travel Policy
Compliance Policy	Internal Audit Policy	Vacation of Office Policy
Conflicts of Interest Policy	Investment Policy	Whistleblower Policy
Continuous Disclosure Policy	Non-Executive Director Remuneration Policy	Work Health and Safety Policy
Corporate Social Responsibility Policy	Policy Framework	Workplace Bullying Policy

GENERAL GOVERNANCE ADVICE

We are often called upon to provide general governance advice. This advice is often sought by the chair, but also may be sought by other
directors, the company secretary, chief executive officer or owner. Advice has been sought on a wide range of topics including conflicts of interest, protocols for obtaining external advice, board refreshment policies, limits on directors’ terms, how to format board papers, membership structures and so on.

GOVERNANCE EDUCATION AND TRAINING

Geoff Kiel commenced facilitating director education programs for the Australian Institute of Company Directors in 1985. Since then he has
conducted hundreds of governance education workshops and seminars for the AICD, Australian Independent Schools – New South Wales, industry conferences and for in-house clients. Our workshops cover a wide range of topics including introduction to corporate governance, directors’ roles and responsibilities, the legal framework of corporate governance, the board’s role in strategy, risk and compliance management, how to conduct effective board meetings and so on.

Over the years Geoff has developed a large number of programs and teaching materials for the AICD including modules in the Company Directors Course (CDC), the Strategic Board, M&A for Directors and NFP M&A.

For each workshop, Geoff discusses with the client their specific objectives and outcomes for the workshop. A workbook is prepared containing the materials to be used on the program. All the programs are highly interactive, and depending upon objectives, may involve case studies, group work and board simulations.