What you need to know in the boardroom

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. 

Enterprise bargaining trends: paid climate disaster leave, gender affirmation leave and more

Enterprise bargaining clauses are adapting to changing societal norms at a quick pace and, with the promise of adjustments to the principles and guidelines of good faith bargaining, they could gather even more speed, writes Clayton Utz’s Amy Toohey and Jesse Rutigliano.

5 things you need to know about ESG now (and why it’s time to develop an ESG framework)

By now, there’s a good chance you’ve heard of the term ‘ESG’. However, like many others, you may be wondering what it is and why all the fuss? You aren’t alone. In this article, we break down five things you need to know about ESG now, and why it’s time for many organisations to develop an ESG framework.

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.

Patent box legislation: everything you need to know

Clayton Utz’s Natalie Shoolman and Louisa Wu discuss the IP and tax implications arising from the proposed Australian patent box, as expanded by this year's Budget announcement.

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. 

Women in Business report reveals COVID’s unexpected impact on gender diversity in the workplace

More than 79 per cent of Australian businesses are using new ways of working to create a more inclusive environment to attract and retain female talent according to a new Grant Thornton report.

Earth movers: Listen, watch, read and be inspired by WOB's sustainability experts

This Earth Day, on 22 April, businesses and organisations are being urged to Invest In Our Planet. So how can Boards help? Check out WOB's articles and resources on ESG, podcasts with sustainability experts and more to see how you and your Board can make a difference.

Cyber security front of mind for organisations: BDO and AusCERT Cyber Security Survey Report 2021

Cyber security is front of mind for all organisations, regardless of sector or size, according to the 2021 BDO and AusCERT Cyber Security Survey which had a record number of respondents. With increased threat from supply chain attacks and more digitisation, the 2021 report highlights the need for organisations to operate with a cyber resilient mindset.

Raising the bar: The opportunity to influence ethical standards as a non-exec

WOB UK founder Rowena Ironside shares her personal perspective on boardroom ethics, and what you can do as a non-executive director to make change happen.

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. 

ASIC's key areas of focus for 2022: Is your corporate governance up to scratch?

In a recent speech, ASIC Chair Joe Longo has reminded directors to be actively focused on identifying, assessing and mitigating risk, emphasising that companies need to prioritise their corporate governance in light of current market conditions.

What you should be thinking about when refreshing your whistleblowing systems and policies

There are eight key elements to consider when refreshing your whistleblowing policy and systems, and with ASIC recently reiterating it is ready to enforce compliance with the Corporations Act's requirements, now is the time to do so.

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.

Boredom to boardroom: 10 ways to boost your board career in lockdown

COVID restrictions have put more than half of Australia's population under stay-at-home orders again, meaning it's back to working from home and Zoom meetings for many of us. But here are 10 ways to go from boredom to the boardroom and make the most of your lockdown.

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.

Mentoring matters: 10 tips to make the most of your mentoring

In this article WOB My Mentor Director Ruth Jones and WOB Director and experienced mentor, Cheryl Hayman, share their top 10 tips on how to make the relationship work and talk about why mentoring matters and how mentees and mentors can get the most out of it.

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.

Trust your gut: The role of intuition in the boardroom

Should we trust our gut when making boardroom decisions? ASX Non-Executive Director Cheryl Hayman looks at the role intuition plays in a director’s armoury and how it can be a powerful leadership tool.

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.

New Guide to Navigating Virtual AGMs, e-document execution and e-shareholder communications

To help organisations navigate the ongoing uncertainty around holding AGMs and executing electronic documents, a new guide has been released as a joint initiative between four key stakeholder groups.

D&O Season: Pay close attention to the fine print

The D&O premium pool is now at a sustainable level according to most insurance companies (circa $800m) against reserves of circa $1.5b, but premiums will still rise again in 2021.

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.

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.

Do I recruit an advisory board or add independents to my board?

You and a colleague start a business. You decide the business would benefit from some additional insights, external governance and access to networks. Where do you start?

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?

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.

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.

Director Insights

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". 

The High Court determines who is an “officer” under the Corporations Act

Susan Goodman, Partner at Holding Redlich, and Melissa de Jongh, Associate consider the factors which the High Court indicated are relevant to determining whether a person is an “officer” under the Corporations Act. 

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.

Director Accountability

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.

Warren Buffets' Annual Shareholder Letter

In his annual shareholder letter, Warren Buffet explains his view on the problems with Corporate Boards today.

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.