Boardroom Evaluation - If Not Why Not? The performance of the board and key executives should be reviewed regularly against both quantitative and qualitative outcomes. - ASX Corporate Governance Council

The Need of the Time 1970’s – the club, ‘Rubber stamp’ 1980’s – Collapses – ‘Compliance / Fiduciary duty’ 1990’s –Stock market crash/Dot.coms – ‘Transparency’ 2000’s – Spectacular – AWA, NSC, HIH, One Tel. OECD Governance Principles, Aust ASX issued GCGR GFC, Banking Crisis. Taxpayer bailout - Walker (UK) – ‘Change is needed in the boardroom’ Passive oversight -> active improvement -> setting direction -> scrutiny and risk management

Accountability – External Imperative Increasing regulation ASXCGC Corporate Governance Principles and Recommendations - ‘optimise performance and accountability in interest of shareholders and economy’. Advocate companies - ‘fairly review and actively encourage improvements in board and management effectiveness’ GCGP can’t prevent poor decision making and/or failure

Accountability – Internal Imperative Regular reviews - compliance (assessment) to capacity building – leadership role definition, responsibility and boundaries accountability decision making alignment (culture) governance and process Accountability to external stakeholders and funders)

Directors under the lens Executives are accountable – why not directors? Directors’ responsibility is joint and shared. Alignment is critical. Performance Reviews address individual expertise and collegiate capability.

Review - Objectives Identify what’s working and what’s not working – Individual accountability Collective accountability /alignment Vehicle for dissent, conscience, diversity Governance structures, systems External environment, stakeholders Leverage – skills audit, quality assurance etc

Review - Who? Directors Board Chair CEO / CS / CFO Committees

Review - How / When? Annual, biannual, triannual, trend analysis APRA- annual board and directors If not, why not? Online / hard copy Generic / Customised Qualitative / Quantitative Interviews – Open, binary, summated Internal / external Scope

Review - Outcomes Capability not only compliance Why are we sitting around this table? Clear actionable outcomes Individual directors, collegiate alignment, governance, stakeholders, risk Generate outcomes Report

Board Accord Client focused Multiple approaches Qualitative and quantitative Capacity building – PD and PD

Board Accord Metric

Review - Challenges Resistance Chair Them/Us Structure – member based Board/Management – boundaries Self awareness Culture Consultant Difference

Board Accord “Aligning aspiration and outcome for profit, people and planet” Robert Gordon BEd M Coun GAICD Director of Programs