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Good Governance in Licensed Clubs Governance Matters Kate Costello.

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1 Good Governance in Licensed Clubs Governance Matters Kate Costello

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

3 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. Understand the Role of the Board

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

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

6 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) Accountability

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

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

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

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

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

12 “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 Policy

13 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 Good Governance in Policy

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

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

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

17 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 Get the Right Skills

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

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

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

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

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

23 Good Governance in Licensed Clubs

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

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

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

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

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

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

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

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

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

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

34 Understanding Good Governance in Licensed Clubs Governance Matters

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