1. Governance Structures

2. Purpose of Governance
To provide leadership for the organisation or business
To ensure continuous improvement of the organisation or business
By adding value to the organisation or business
To ensure the business is knowledgeable, critical, strategic, and courageous
To ensure the long-term sustainability of the organisation or business

3. Key Roles of Governance
To maintain and grow trust and confidence in the business and its role in society.
To maximise value and performance of the organisation or business.

4. Principles of Good Governance
Responsibility
Accountability
Fairness
Transparency
(RAFT)
This is universal and applies to all organisations.

5. Advantages of Good Governance.
To ensure;
Growth,
Risk management,
Ethics,
Board meetings,
Advisory boards,
Succession planning, and
Exit strategies.

6. Types of Governance Corporate Non-corporate e.g. boards of companies
a public company;
a private, limited or closely held company;
a family business;
or a non-profit, not for profit, or tax-exempt entity. 

7. Corporate Governance
Exists to help organisations achieve their fundamental purpose. For companies, this is to maximise shareholder value, for other organisations it might be to pursue policy, non-profit, public good, or commercial objectives.
Defined as “the framework of rules, relationships, systems, and processes within and by which authority is exercised and controlled within corporations”
Provides the structure through which the objectives of the company are set, and the means of attaining those objectives and monitoring performance are determined.

8. Advantages of Good Corporate Governance.
Provide organisational leadership
Ensure accountability and transparency
Lowering cost of capital and increasing value of the company
Producing better operational performance through better allocation of resources and better management
Reducing the risk of financial crisis that can affect economic and social costs
Ensuring stakeholder relationships are managed.

9. Non-Corporate Governance
Non-profit or Not for Profit (NFP) boards e.g. Incorporated Societies, Charitable Trusts, Charities
Established to benefit the community or members but nor profit or gain can be given to the members.
Experience high levels of stakeholder scrutiny including the public & the government

10. Maori Governance Types of Maori entities
Iwi or hapu including post settlement governance entities (PSGEs), Maori Trust Boards and incorporated societies
Maori Land Court trusts, Maori Incorporations, Maori reservations
National, pan-tribal and urban authorities
Charitable trusts
Commercial operations
Provides values in whakapapa (genealogy), linking Maori to the land, tikanga (customs), manakitanga (hospitality) & kaitiakitanga (guardianship)
Ensures procedural aspects like kawa (protocols), use of te reo, karakia (prayers), koha (donations), & tangihanga (bereavement leave)

11. How does Governance differ from Management?
Defines leadership role, sets plans, policies and high ethical standards
Longer term focus and a helicopter view
Monitors and holds management to account
Management
Executes board approved strategy
Works to the business plan
Has a day to day operational focus

12. Board of Directors
Can also be called board of governors, board of managers, board of regents, board of trustees, or board of visitors. It may also be called "the executive board" and is often simply referred to as "the board".
Usually a board of directors manages a company on behalf of the owners – the shareholders.
Directors are agents of the company’s owners, charged with fulfilling the company’s purpose.

13. Board Competencies
These competencies are required from the Board as a collective group of people
Strategic and performance leadership
Business acumen
Informed decision making
Communication

14. Types of Directors on Boards
Executive – a company executive who is also a director of the same company e.g. CEO or CFO. Provide a greater depth of company knowledge.
Non-executive – not employed by the same company. Provide independent judgement and outside experience and objectivity to all issues, but has an understanding of the industry. E.g. a soil scientist on Ballance AgriNutrients Board.
Independent – they are independent of management and of usually of that type of business. E.g. a person who does not have children at a school, does not work at a school and does not work in the education industry but is on a school’s Board of Trustees. They bring fresh thinking and new perspectives to the business.

15. What is an Advisory Board?
Advisory boards provide advice and / or guidance to boards of directors or senior managers
They do not make decisions and have no authority to govern
They are usually made up of skilled and experienced individuals that augments the board and management

16. Four Pillars of Governance
The Board of Directors adds value by:
1. Determining purpose
Purpose, goals and objectives, strategy, sustainable.
2. An effective governance culture
Sets the culture, tone, and ethics
3. Holding to account
Holds management to account using purpose & strategy, & oversees & monitors risk
4. Effective compliance
Has a high standard of compliance and ensures the business is solvent

17. Pillar One: Determining purpose
Defines the business’ purpose, includes mission, vision, values, and principles.
Sets goals and objectives and planning actions that will achieve them.
Ownership of strategic direction – understands the business environment and is able to add enhanced value to management operations.
To remain competitive and sustainable in the long term, purpose beyond profit is important.
Watch an example of Pillar 1 from Maniapoto Maori Trust Board or ACC

18. Pillar Two: An effective governance culture
Adds value by acting as a team with a high performance culture committed to engaged, quality governance of the entity
Sets the tone from the top
Ensures consistent integrity and sound ethical behaviour.
Supports open debate, diversity, thoughtful challenge and constructive dissent
Characterised by effective relationships between directors and with management, shareholders and stakeholders
Developed and fostered through a combination of good relationships, architecture and processes
Watch an example of Pillar 2 from or

19. Pillar Three: Holding to account
Holds management accountable through informed, astute, effective and independent oversight
Ensures purpose and strategy are understood by management and implemented
Oversees and monitors risk management
Watch and read about an example of Pillar 3 from

20. Pillar Four: Effective compliance
Ensures the business is solvent
Provides financial reports, company records and information, and processes such as annual meetings
Has a high standard of compliance with regulatory environments
Complying with their duties and responsibilities and the letter of the law
Watch and read about an example of Pillar 4 from