1. Journeying with a Board Coach

2. Why seek external assistance? From experience, the reasons for engaging someone to work with your Board tend to fall into one of the following three categories: 1.A well-established Board which is looking to take their Board performance to a new level and they have an ‘appetite for change and improvement’. 2.A new Board which is looking to establish an effective foundation to guide its deliberations and ensure that all the ‘Directors are on the same page’ when it comes to their roles and responsibilities. 3.A dysfunctional Board which has lost its way due to internal conflict or external pressures and needs assistance to get ‘back on track’.

3. Coach or Mentor? A mentor is like a sounding board, they can give advice but the Directors are free to pick and choose what they do. The context does not have specific performance objectives. A coach is trying to direct the Board to some end result, the Board may choose how to get there, but the coach is strategically assessing and monitoring the progress and giving advice for effectiveness and efficiency.

4. Australian Newsagents' Federation The Australian Newsagents' Federation (ANF) is the peak industry body representing Australian newsagencies. There are 5000 individually owned and operated newsagencies in the country. Together, they make up Australia's largest retail and home delivery group turning over $6.5 billion a year and employing more than 20,000 people.

5. The problem with Governance is that there is simply.. 145 Million results!!! too much information!

6. Good Governance is pretty basic. If we apply common sense, it falls into place!

7. What we did.. Started with one day workshops following the Bi-Monthly Board Meetings in Sydney. Ran a session on Good Governance practices Conducted a Gap analysis Drafted and agenda for the coming workshops Put in place a range of policies and structures to support the new directions Promoted a culture of review and renewal.

8. Strongly AgreeAgreeUnsureDisagree Strongly Disagree Q1I know and understand my role and legal duties as an ANF company director 1 2 3 4 5 Q2I contribute to the development of sound strategies 1 2 3 4 5 Q3I actively support the company’s mission and vision 1 2 3 4 5 Q4I actively review and monitor the strategic issues that are critically important to the success of the company 1 2 3 4 5 Q5I have a sufficient understanding of the market in which the company operates 1 2 3 4 5 Q6I keep abreast of trends and issues affecting the market in which the company operates 1 2 3 4 5 Q7I ensure that I have reviewed all Board papers prior to the meeting 1 2 3 4 5 Q8I actively contribute to the financial discussions 1 2 3 4 5 Q9I am aware of my financial accountability as a director 1 2 3 4 5 Q10I am fully aware of the financial state of the company 1 2 3 4 5 Q11I bring valuable experience to the board 1 2 3 4 5 Q12I actively contribute to the effectiveness of the board 1 2 3 4 5 Q13I use my network of contacts to assist me in my role as a director 1 2 3 4 5 Q14I am prepared to volunteer to sit on Board Sub Committees 1 2 3 4 5 Q15I maintain the confidentiality of the Board 1 2 3 4 5 Q16I ask probing questions to ensure I fully understand the issues being discussed 1 2 3 4 5 Q17My contributions are succinct and to the point 1 2 3 4 5 Q18My contributions are valued by my fellow board members 1 2 3 4 5 Q19I am prepared to undertake relevant professional development 1 2 3 4 5 Q20I maintain good relations with colleagues 1 2 3 4 5 Q21I communicate openly and honestly 1 2 3 4 5 Q22I am committed to doing my best for the company 1 2 3 4 5 Q23I share information willingly 1 2 3 4 5 Q24I listen attentively to the ideas of others 1 2 3 4 5 Q25I have no actual conflict of interest with the company 1 2 3 4 5

9. Good Governance outlines 7 MAJOR RESPONSIBILITIES OF A BOARD Get the Structure right Ensure good Processes Set the Strategic Directions Direct the CEOMonitor the Organisation Report to the Members & Stakeholders Take responsibility for the Culture

10. What did we cover? Good Governance? Fiduciary Duties Role of Governance & Management Effective oversight Board Health Check Risk profile Board Committees Strategic priorities Roles and Responsibilities Policies Board Buddies Membership models Financial literacy Independent Directors Good committee processes Reporting Board Calendar Communication

11. Ideal Board Displays Leadership, Integrity & Good Judgement. They use these three attributes to ensure more effective decision making. This ensures the organisation demonstrates transparency, accountability and responsibility.

12. Any questions?

13. A final thought….

14. Thank You! Paul Grogan Managing Director MDO Consulting www.mdoconsulting.com.au M- 04 67 63 23 03