1. Good Governance in Licensed Clubs
Governance Matters
Kate Costello

2. Effective Governance understand the role of the Board
get the right skills and encourage the right behaviour
introduce effective processes

3. Understand the Role of the Board
Governance is what the Board does or should do to be a “value-adder” to the organisation rather than just a “cost-centre”.
It is different from what management does or should do.

4. What is Governance?
“The Board’s role is to create the future of the organisation, not just mind the shop”.
John Carver

5. Monitoring and Supervision
The Role of the Board
Strategy Formulation
Outward Looking
Accountability
Compliance
Roles
Appoint CEO
Performance Roles
Inward Looking
Monitoring and Supervision
Policy Making
Past & Present
Future
*adapted from Tricker, RI: International Corporate Governance (1994) p149

6. Those you can’t say no to!
Accountability
Those you can’t say no to!
the law and regulation
constituent document or
empowering legislation
creditors (eg. bank; suppliers)
other contractors (eg government
funding; sponsors)

7. Those you need to listen to!
Accountability
Those you need to listen to!
owners (shareholders; members; government)
customers
staff
the community

8. Good Governance in Accountability
“listening” to stakeholders
risk management
organisational culture

9. Strategy Formulation what is “Strategy”? – Michael Porter
the gut, the head, the heart
answer the hard questions

10. Good Governance in Strategy
longer term strategic plan (with measures)
aligned operational/business/annual plan (with measures)
aligned budgets

11. Good Governance in Strategy
dedicate some board meetings to strategic matters
spend the first hour on a strategic issue
reorganise the agenda (decision; discussion; noting)

12. Policy
“I define policy as the value or perspective that underlies action. Of course that means everyone in the organisation makes policy including staff members, but boards must make the broadest and most inclusive policies in order to control the organisation. The trick is for the board to make distinctions between the types and sizes of policy, so that what is delegated is clear”.
Carver J: Reinventing Your Board, P41

13. Good Governance in Policy
Carver argues that the board only has one employee, the CEO.
“The board will:
instruct only the CEO
view all organisational performance as that of the CEO
view any organisational failure to comply with board policy as the failure of the CEO
require that the CEO keep the organisational performance within policy criteria and restore it to this state should there be policy violations
never in its official capacity, help the CEO manage”
John Carver

14. Good Governance in Policy
Matters reserved for the board
Policy separated from minutes
Board Manual

15. Monitoring and Supervision
By strategic KPIs
By annual KPIs
By compliance with board policy
By agreeing what information will
come to the board, in what format

16. CEO and Succession “hire and fire” the CEO remunerate and reward
assess performance
plan for succession

17. Get the Right Skills size of the board board skill set committees
the right ones?
clear terms of reference?
reviewed, or task forces?
amend constituent document to
make right

18. Board Member Knowledge
induction
management update sessions
expert reports
expert development sessions
Board and director
performance evaluation

19. Encourage the Right Behaviour Board Effectiveness Research
Shey Newitt
Compliant but not contributing: why Australian boards are being under-utilised

20. Working Relationships
Chair – CEO relationship critical
behaviour and teamwork
a “living” Code of Conduct

21. Introduce Effective Processes
calendar
papers before meeting
clear, concise, precise papers
duration of meetings
calibre of minutes plus action list
receipt of minutes after meeting

22. Effective Governance understand the role of the Board
get the right skills and encourage the right behaviour
introduce effective processes

23. Good Governance in Licensed Clubs

24. Structure and Skills Constitution/Rules; “management committees”
size of board
skills of board; elected or appointed

25. Structure and Skills maximum terms?
committees; governance or operational?
review committees?

26. Accountability A lot of law and regulation! gambling liquor licensing
employment
occupational health and safety
food safety standards

27. Accountability risks – legal, financial, operational
communication with, and from, major stakeholders eg members
member/customer attitude
community support
directors’ duties

28. Strategy
a highly competitive environment: restaurants, hotels, gyms, sports facilities
enough time on the future?
what’s the point of true differentiation?

29. Policy may be clear at operational level but board level?
make accessible
review

30. Chief Executive Officer
who governs the Club – CEO/GM or board?
performance management system
succession

31. Leadership and Teamwork
choose the right chair
succession of chair
code of conduct/statements of
behaviour

32. Processes board calendar time and duration of meeting
content and style of papers
minutes

33. In Summary A skills-based board A strategic emphasis
The right processes
Your checklist

34. Understanding Good Governance in Licensed Clubs
Governance Matters
governancematters.com.au