1. © Effective Governance 2013 Corporate Governance Forum 2013 Corporate governance — practical tips Presenter: James Beck Managing Director, Effective Governance

2. © Effective Governance 2013 Largest independent, Corporate Governance consulting firm in ANZ. Combine research with practical methods developed in the field with clients over a twenty year period. This covers the spectrum of companies from: ASX/Public, Private, APRA Regulated, Charity/Not-for-Profits, Government-owned, and Family Businesses. 2

3. © Effective Governance 2013 CEO Review Diagnostic. Board Review Diagnostic Across the spectrum of companies from: ASX/Public, Private, APRA Regulated, Charity/Not-for-Profits, Government-owned, and Family Businesses. CSA has partnered to provide you the tools: 3

4. © Effective Governance 2013 Board Reviews - Good Practice vs Compliance “Reviewing the performance and contribution of corporate boards has been recommended as ‘good practice’ for some years now” Anything to declare?, Chartered Secretaries Australia and Boardroom Partners Pty Ltd, 2012 “Companies should disclose the process for evaluating the performance of the board, its committees and individual directors” ASX Corporate Governance Council Corporate Governance Principles and Recommendations, 2nd ed, Recommendation 2.5 4

5. © Effective Governance 2013 Board Reviews - Benefit to the board 5 What are the Benefits: improving the effectiveness of the board to achieve objectives identifying any issues for improvement clarifying individual and group roles team building among board members improving relationships between the board and management improving corporate performance.

6. © Effective Governance 2013 eG capstone model: High Performance Board Model 6 6

7. © Effective Governance 2013 eG Board review Diagnostic - outputs 7

8. © Effective Governance 2013 8

9. CEO Expectations – benefit to the board eG CEO expectations diagnostic provides the board and the CEO with the opportunity of being clearly aligned on how the CEO is to meet the expectations of the board. 9

10. © Effective Governance 2013 eG CEO Assessment Model 10

11. © Effective Governance 2013 Outcomes of a formal CEO assessment Alignment behavioural expectations of the CEO between the CEO and the board Determine overall performance for the previous 12 months Assist in determining remuneration levels for the next 12 months Assist in determining the amount of performance bonus Enhance the CEO’s performance through personal development Assist in succession planning 11

12. © Effective Governance 2013 CEO expectations questions SAMPLE Working with the Board Strongly Disagree Disagree Neither Agree Nor Disagree Agree Strongly Agree Don’t Know The CEO effectively represents the needs and concerns of the Board back to the management team: 123459 The CEO understands the organisation’s requirements for governance practices: (Board Only) 123459 The CEO has a strong working relationship with the Board Chair: (Board Only) 123459 The CEO has a strong working relationship with the Board of Directors: (Board Only) 123459 The CEO ensures the Board receives information destined for outside stakeholders before it is communicated to them: (Board Only) 123459 Personal Qualities Strongly Disagree Disagree Neither Agree Nor Disagree Agree Strongly Agree Don’t Know The CEO has the strength to make the tough decisions: 123459 The CEO has personal presence and creditability: 123459 The CEO has an effective oral and written communicator: 123459 The CEO facilitates cohesiveness and teambuilding among those with whom he or she works: (Management Only) 123459 The CEO demonstrates and ability to work with diverse groups and individuals: (Management Only) 123459 12

13. © Effective Governance 2013 CEO Expectations Diagnostic - feedback 13

14. © Effective Governance 2013 Availability? CSA Website …. mid June Board Review Diagnostic CEO Expectations Diagnostic Coming soon… Board Skills Assessment 14

15. © Effective Governance 2013