essentials of good governance
TRANSCRIPT
Thinking about boardroom governance
– Paul Stark, Director, Passageways UK
– Paul Townsend, Director, UHY Hacker Young LLP
Governance inside and outside the boardroom – A typical model
Governance inside the
boardroom – Conformance
focus • Chairperson
• Directors
• NED’s
• Committees where appropriate
• Legislation
Governance outside
the boardroom – Performance focus • Strategy
• Strategic decisions
• Risk containment
• Scorecards
• Systems and protocols
• Periodic reviews to improve
Transfer of risk, devolvement
and implementation
Reducing the risk of poor governance
– Developing the right culture in the boardroom and ensuring it becomes organisation
wide.
– Balancing strong personalities with appropriate counter-balances, hence clear
separation of Chair and CEO.
– Ensure that information from the wider organisation is properly fed into board
meetings to avoid the risk of an ‘ivory tower’ e.g. regular presentations from non-
directors.
– Ensure processes are set and adhered to.
– Share appropriate non-sensitive information across the wider organisation.
– Pushing transparency and openness within commercial sensitivities where
appropriate
People & behaviour Frameworks & processes
Board composition Role/responsibility
Professional behaviour Agendas and structure
Culture Information
Talent management Risk
What makes for good governance
in the boardroom?
Board composition
Balanced Representative Diversified
People and behaviour
Professional behaviour
Respect Listen Balance
People and behaviour
Culture
Open Supportive Challenging
People and behaviour
Talent management
Acknowledge succession
issues
Provide opportunity
Plan
People and behaviour
Role & responsibility
Clearly defined
Supporting processes
Review and evaluate
Frameworks and processes
Agendas & structure
Timely in all respects
Make use of tools
Ensure ease of access of information
Frameworks and processes
Information
Relevant Avoid
overload
Consider dashboards and KPI’s
Frameworks and processes
Risk
Understand Balance against reward
Remuneration strategy
Frameworks and processes
Thinking about boardroom governance
Questions