Underpayments | The 3 questions for directors to ask to uncover the hidden risks
Wage underpayments are not only an issue of concern for employees and boards, but one that directors consider seriously in terms of personal liability. Identifying and preventing wage underpayment requires a sophisticated multi-pronged approach, including technology and compliance, writes Clayton Utz’s Melissa Ferreira, Saul Harben, Paul Fontanot and Cameron Belyea.
How to Chair a Meeting
'Pay attention to the people, pay attention to the process and pay attention to getting a valuable output'. In this handy guide, Julie Garland McLellan gives a step-by-step guide to how to chair a meeting and the pitfalls to avoid.
Having Conversations About Cyber and IT in the Boardroom
Boardroom conversations about cyber security are essential to managing and mitigating cyber risk within any highly regulated, not for profit organisation. In this article, GovernWith’s Wes Ward examines why board directors should be educated on the risks of cyber crime and director liability and asks what cyber questions should be raised at board meetings?
Changes to the Data Protection Act | What it means for your business
With an increasing amount of personal and sensitive information being collected by businesses, data privacy and security have become a major concern. Companies need to ensure that they have effective data governance practices in place. In this article, McGrathNicol cybersecurity experts Joss Howard and Darren Hopkins look at the changes to the Data Protection Act and what they mean for your board and business.
ACCC lifts the lid on greenwashing
The Australian Competition & Consumer Commission (ACCC) recently released the results of its ‘internet sweeps’, reviewing the websites of nearly 250 companies for the validity of their sustainability claims. So where are organisations going wrong with their green claims, and how can boards avoid falling into the ‘greenwashing trap’, asks BDO’s sustainability experts Aletta Boshoff and Ashley Bleeker.
ESG-linked remuneration: A case study
ESG-linked remuneration can lead to reduced emissions, improved social license performance, and an increase in company value. So why isn’t every company doing it? asks BDO’s Allan Feinberg and Catherine Bell.
ESG: A global phenomenon treading new ground
2022 was a year full of highlights for environmental, social and governance (ESG) issues, focusing on how the world economy is proactively and reactively adopting new approaches to sustainability. Here BDO’s ESG experts Aletta Boshoff and Ashley Bleeker take a look at five of the major sustainability developments to keep an eye on this year.
What the digital agenda will look like for boards in 2023
As 2023 kicks off with a post-COVID glow, we can’t forget that consumers are facing inflationary pressures, a possible global recession and continuing supply chain challenges. As well as an increasingly changing and difficult online and cyber environment.
Preparing a contract summary that adds value for your board
Have you been asked to review a commercial contract and prepare a contract summary for your board or commercial team? Lawyers know what to look for in a commercial contract, but condensing a lengthy contract into a succinct and practical summary is not always easy. Whether you are a contract review novice or have many contract reviews under your belt, in this article Holding Redlich’s William Kontaxis sets out his top tips to help you sharpen your contract review and summary writing skills.
Information and communication technology (ICT) accessibility: Important for all, essential for some
Organisations that fail to make their ICT products and services accessible not only risk excluding certain segments of the population, but they also potentially expose themselves to breach of laws, including anti-discrimination legislation. In this article Clayton Utz Sydney Partner Ken Saurajen and Special Counsel Monique Azzopardi outline why it is vital companies make their ICT products and services accessible, including for people living with a disability and how to avoid individuals bringing a discrimination claim against them.
10 tips to present effectively to your board
Anyone who is in the boardroom is taking part in leadership. It's important that everyone has the ability to influence decisions to get better outcomes. Here Julie Garland McLellan shares ten tips to improve your chances of doing it well.
The Art of Minute Taking
Effective minute taking is an art form that takes experience to master – but when done skilfully, it can make all the difference. In this article, we examine the legal requirements that apply to board minutes, discuss various minute recording practices, and provide tips to assist boards in ensuring their minutes are effective, compliant and appropriate for their circumstances.
NFP Focus: Should charities have a reserve?
Many charities struggle with the concept of reserves - the accumulation of surplus funds for future use - with false belief that being a not-for-profit means they must not generate a surplus or profit. But, says BDO’s Leah Russell, good NFP governance relies on effectively managing reserves by assessing risks and articulating a good reserve policy.
Is FY23 the Year of the Sustainability Report?
Consumers, investors, and regulators are calling out for more transparent communication from organisations about environmental, social and governance (ESG) matters. However, a recent BDO poll found that more than 70 per cent of respondents have not yet produced a sustainability report. If you haven’t started your sustainability journey, you’re certainly not alone – but could FY2023 be your year to dive in?
Your governance and risk survival guide to the new financial year
The new financial year (2022-2023) is fast approaching and with it key changes and milestones across key governance and risk management issues. Here is The Governance Institute’s guide to what’s ahead for the governance and risk professional on the following issues.
Stakeholder engagement in the ESG process
Every organisation has a myriad of stakeholders that influence the way it operates. When it comes to environmental, social and governance (ESG) efforts, it’s important to optimise stakeholder engagement throughout the process to identify high-priority and high-impact areas to focus on.
Applying a framework to ESG reporting
In today’s business climate, environmental, social and governance (ESG) issues are increasingly important as organisations face mounting pressure to demonstrate greater commitment to values that reflect the contemporary demands of people and the planet.
Key steps to getting your ESG right
Fundamentally, ESG is about doing business responsibly. It is about having the trust of your stakeholders. It is about businesses acting in a way that is "right" – doing only what achieves legal compliance is no longer enough.
Are you ready for Director IDs?
While our thoughts have been dominated by the immediate task of managing during a pandemic, there is another important issue bubbling just below the surface that is about to demand your attention: Director IDs. This article from The Governance Institute explains what you need to know about Director IDs.
Director Equity and Best Practice Remuneration
Ensuring remuneration structures that reflect shareholder outcomes while incentivising executive and board performance is a complex balancing act. Computershare provides practical tips for leadership remuneration and looks at the concept of Director equity and "having skin in the game".
Driving Transformative Growth
In this article successul ASX Non Executive Director Cheryl Hayman, FAICD explores the reasons why marketing executives and creative, non-traditional and innovative thinkers make great directors, with a lens on the key deliverables they bring to the boardroom.
Psychological safety: What is it and why is it so important?
Prioritising the management of psychosocial hazards to protect mental health at work is more important, now more than ever. One of the themes this National Safe Work Month is around how to create a psychologically healthy and safe workplace.
The Board's Role in ESG - is to listen to our customers
A board that is prepared to effectively manage and mitigate ESG risks will help the community and their organisation to develop differentiated and crucial customer outcomes and products and services focussed on the future as well as enhancing shareholder value, writes ASX Non-Executive Director Cheryl Hayman.
Securing your AGM outcomes: A how-to guide for Directors
In preparation for Annual General Meetings (AGMs) many Boards do as they have always done; publish their Notice of Meeting, meet with their largest investors and wait for the votes to flow. However, best practice has moved beyond this passive, routine approach allowing boards to truly understand the sentiment of their register and be prepared to act when necessary. Below are four key strategies to help you secure successful AGM outcomes.
The Pace of Change and the Future Fit Board
In a technology-enabled transformative age, businesses have moved outside of traditional capabilities and continue to explore new business models and ways of working, including in the boardroom. To keep pace, boards need to reshape and reimagine their roles in order to ensure they are future-fit. But what are the critical trends and influences that are feeding this unprecedented pace of change (COVID notwithstanding) and what does a future-fit board look like?
Brilliant board papers for effective decision-making and good governance
Good board papers ensure your key decision-makers have well-written, relevant, and accurate information to support their decision-making. This practical guide will equip you and your organisation with the knowledge and skills to improve your organisation’s board papers. We have included guidelines for board paper preparation, a how-to guide to developing an internal board papers process policy, and a sample board paper.
What to expect when you join a board?
Joining a board can be a daunting experience. Aside from the fact you are now part of the governing body for a company / organisation with attendant governance responsibilities, there are a myriad of basic things to tick off your To Do list. Here Women on Boards Executive Director gives her tips on what to expect when you join a board.
Governance News - Interview with Professor Ngaire Woods
Professor Ngaire Woods CBE, founding Dean of the Blavatnik School of Government and Professor of Global Economic Governance at Oxford University discusses how governments can build back with business and not-for-profits after the crisis of 2020.
Shareholders - Enrol your toenails!
In this article, WOB Chair, Ruth Medd, gives a new take on the responsibilities of shareholders in enabling the success of new companies. In this instance in the highly charged world of biotech which, with the COVID pandemic threatening our world, can be seen as critical to our future.
Director liability for environmental offences
Did you know that directors and managers can be liable for environmental offences committed by a corporation?
There are strong policy reasons for holding directors liable for environmental offences by corporations. And it is not enough to simply leave compliance with environmental laws to others – directors and managers need to take an active role.
The Seaweed Saga
Ruth reviews an article about FutureFeed, an organisation that has been licensed to distribute a new seaweed that farmers hope will produce the world’s first commercial-size crops of asparagopsis.
To Pay or not to pay – That may be the question?
Should directors of NFP’s be remunerated? I have been an advocate for directors of Not For Profit companies that run a business to be remunerated for some time. So, what are the pros and cons?
Director tax liability increases
Under the director penalty regime (DPR) company directors are now liable for all of a company's PAYG liability, GST, luxury car tax, wine equalisation tax liabilities and SGC liabilities.
Coffee shop commerce – Ruth’s Travels
With COVID restrictions being lifted in NSW, last week WOB Chair Ruth Medd made the pilgrimage to Cairns and Mission Beach for the first time since December 2019. She said it was very pleasing to see venues complying with COVID safety regimes. Read on for a run-down of her coffee shop meeting and catch ups.
Five Important Qualities for Successful Boards
As a corporate and commercial partner at law firm Holding Redlich and a member of three boards - Infrastructure Association of Queensland, Professional Engineers Queensland and Redkite, Suzy Cairney has learned a thing or two about boards. Here she discusses the five key qualities that she deems important for successful board members to have.
Experienced Non-Executive Director, Cheryl Hayman ponders the difference between Good versus Great Leaders.
Industrial Manslaughter and Director Liability
With Queensland’s first industrial manslaughter prosecution imposing a $3 million fine and suspended jail sentence for the company's two directors, this case serves as a a significant milestone for work health and safety laws in Australia and a benchmark for future prosecutions. Queensland, Victoria, ACT and NT have now introduced industrial manslaughter, with directors facing potential fines and jail. Read more....
Ruth's Review - Director Trends and Posting Tips
In this article Ruth explores current trends board recruitment trends as we progress through COVID, shares our most popular vacancies and provides some tips to consider when posting a vacancy.
The Accidental Advisory Board Member
In this article Ruth explains how a telephone survey resulted in her joining an Advisory Board and reviews three online and board management products - timely given COVID-19 necessitates boards to operate "virtually".
There's no prescriptive pathway to the boardroom
WOB was delighted to have Michelle McLean as our keynote at a Boardroom lunch in Melbourne. Michelle is a portfolio director with three current directorships at the CFA (Deputy Chair), East Gippsland Water and FrontierSI. A key message from Michelle was that there is no one pathway to the boardroom. Rather it’s a series of sometime serendipitous steps, but more usually, some planning and, as her story also demonstrated, a great deal of persistence.
Advice to my younger NED self
It was a big decision for Liz Savage to step out of her executive career in the airline business and into life as a Non-Executive Director. The former Chief Commercial Officer of Virgin Australia has capitalised on her experience in disruptive customer-intensive businesses to build an exciting & varied portfolio of Board roles. Liz’s NED roles to date include at Auckland Airport, Intrepid Travel, Brisbane Marketing, Mantra Hotels and Triathlon Australia.
Directors are facing unprecedented scrutiny following many high profile cases that were uncovered by the
Hayne Royal Commission, AUSTRAC, the media or were self reported. Many executives have either resigned, been terminated or have had their pay cut as a result.
Plan for the Unexpected
Unexpected events can hit your organisation at any time without warning. A crisis can negatively impact the entire organisation, its stakeholders and can cause long term reputational and financial damage.
Are you ready for ESG and Climate Risk?
Insufficient attention is being paid to environmental social governance (ESG) and climate risk, despite the strong likelihood that it will impact business in the future, according to findings from a recent WOB survey.
Executive remuneration and building investor trust
Executive remuneration was front of mind for investors in the last AGM season, and there’s no doubt it will continue to be of paramount importance again this year. In this whitepaper, Computershare unpacks some of the central themes examined by key stakeholders including listed companies and remuneration advisors, to help guide thinking and provide ways to effectively manage this contentious topic this AGM season.
Board Minutes: The ‘ounce of intrinsic merit or demerit’
The recently released ‘Joint statement on boards minutes’ by The Governance Institute and Australian Institute of Company Directors is a must read for all current and aspiring board members.
Based on TGI and AICD member feedback and a legal opinion from WOB member, Dominque Hogan-Doran SC, and Douglas Gration, the statement contains an excellent overview of the key principles of board minutes and what are essentially best practice recommendations.
The legal opinion is appended at the end of the document and contains references to major cases where the court reaffirmed the minutes as a true and accurate record of board decisions.
The Accidental Chair - An Alternate Board Pathway
While bike riding through Europe, WOB Chair Ruth Medd had some time to reflect on her own recent Board pathway. In this article she reflects on the powers of serendipity and being open to opportunties and provides her insights on getting on board early stage companies, whether investing is a sound mechanism to obtain a board or even a Chair’s role and how her love of chocolate led her to accidentally became Chair of Charley's Chocolates.