© Copyright 2013 CBB the not4profit people Interwork Limited.

© Copyright 2013 CBB the not4profit people

Risk & Opportunity and Planning at Board Level

Interwork Limited


Agenda

A Boards role and responsibilities in a changing environment

How to keep up to date

Reviewing your board’s operating structure

Inherent risks and opportunities in a changing environment

Good governance through strategic planning

How to assess your organisation’s capacity and capability for

opportunity

Board and Management - roles and responsibilities/making it work


Good Governance

Good Governance Focus on setting effective strategies Implementing relevant business risk management Rational and structured decision making Conduct and ethics Roles and Responsibilities Enhancing Organisational Performance Committing to compliance requirements Succession planning Quality CEO Experienced Chairperson Self regulating/monitoring Board’s effectiveness Effective Audit Committee


NFP Governance

Members

Directors/ Board

CEO

Staff

Elect

Appoint

Appoint


NFP Accountability

Legal Framework Associations Incorporation Act 1985 [State-South Australia]

Corporations (Aboriginal and Torres Strait Islander) Act 2006

[Commonwealth]

Corporations Act 2001 [Commonwealth]

Regulators Office of Consumer and Business Affairs [OCBA] in South

Australia

Office of the Registrar of Indigenous Corporations [ORIC]

Australian Securities and Investment Commission [ASIC]


Risk Management - What Types?

Business Risk Planning

Business Continuity Planning

Disaster Recovery Planning

Pandemic Risk Planning


Managing Risk - Practices

Policy and procedures manual Accountability and reporting

processes Insurance

Director’s and Officer’s Insurance Public Liability Insurance Deed of Access, Indemnity and

Insurance


Managing Risk - Board Member? Be Involved Receive Board papers in advance Read Board papers in advance of meeting Attend all Board meetings Be persistent in asking questions to clarify

information Insist on professional advice where required Have effective systems to monitor Board

decisions Engage in frank debate Don’t shrink from making the “hard decisions” REMEMBER: The Legal Cases..


Relationship between strategic planning and continuous improvement

Scope for Improvement (Strategic Planning)

HOW• Business

Plan• Action Plans• Implementati

on Plans

Annual Planning

WHERE• Business Vision• Business Mission• SCA• Basis for Growth• Functional

Strategies

Managing for Continuous

Improvement

NOW•

Diagnostic

• Analysis• Initial

ReviewSTART


Strategic Framework

Vision/Value

Mission

SCA

Process

FinanceInnovationPeople

Marketing

E n a b l i n g S t r a t e g i e s


Innovation – Innovate or Perish?

“It makes no progress unless it sticks out its neck”

Behold the tortoise!


Board and Management Roles

• Policy

Directors....direct

• Action

Managers...manage


Board Induction/Orientation Pack (1)

Board Induction & Orientation – set a date

List of continuing members

Board Member job descriptions

Example - Board Agenda and Minutes

Role of Directors

Role of Office Bearers

List of Standing Committees and their scope

Organisation Chart showing delegations

Constitution



Policy and procedures manual including:

Risk management policies

Grievance policies

OSH&W Policy

Last year’s annual report

This year’s budget

Current Strategic Plan

Organisation’s Web Site URL etc

Information about Directors and Officers Insurance

Nomination form for upcoming AGM



Meeting Dates

Program reporting dates

Budget meetings and reporting dates

Strategic Plan Review

Board Performance appraisal dates

CEO Performance Appraisal date


Board Performance (1)

Strategic Plan Yes

No

Is there a current strategic plan (i.e. a plan for the current period)

Was there consultation with a sample of stakeholders?

Does the plan drive Board and CEO decision making and priorities?

Is the plan reviewed at least annually by the Board?

Are internal and external changes addressed during the review?

Has the plan been communicated to all stakeholders and staff?

Have too many operational actions been created by the Strategic Plan?

Did the Board check with the CEO that the workload was feasible?



Financial Position and Budget Yes

No

Does the Board receive monthly P&L and Balance Sheet Reports

Does the P&L compare ‘actual’ to ‘budget’ and show ‘year to date’?

Is a bank reconciliation undertaken prior to producing the report?

Are major budget variations explained, clearly in monthly reports?

Are a cash flow forecast and options presented when emerging financial impact may be significant?

Are major capital items presented and easily identified?

How easy is it to read and understand financial reports?

Does the Board have someone with financial qualifications who is involved in the Board’s review/audit of financial performance?



Funding and Service Agreements Yes

No

Is progress against the agreements objectives / targets reported to the Board frequently enough?

Is the receipt and acquittal of funds identified in financial reports?

Does the organisation report as required by the funding agreement to the funding agency and the Board?

Would the Board advocate on behalf of its clients, even where this may place government funding at risk or might clash with government policy?

The Board has a working understanding of its industry sector and the standards that underpin the sector?



Client needs and satisfaction levels Yes

No

Service to clients are reasonably accessible and are equitable?

Client communication is frequent and effective?

Client information is treated with appropriate confidentiality?

The Board uses its client feedback process to shape service delivery, strategy and decision making?



Audit Reports Yes

No

The Board is briefly notified in advance by the CEO of any audit and its temporary impact on the existing workload.

The Board receives a complete copy of the audits results or report.

The Board or its sub-committee works closely with the Auditor during the annual financial audit.

Post report, corrective actions are developed and implemented.

The Board monitors progress / outcomes of corrective actions.

The Board reviews audit reports as opportunities for continuous improvement and risk management?



Marketing / Public Relations / Media Yes

No

The Board has a policy on media liaison?

As part of its PR and networking roles, could the Board do more to raise awareness and support for the organisation?

The Chair and/or CEO have developed a relationship with the local media?

The Board clearly understands its Sustainable Competitive Advantage?



Risk Management Yes

No

The Board has a policy on Risk Management?

Major risks (only) at both Board level and administrative level are identified and documented in a risk register.

Responsibility for mitigating major risks (not all risks) is assigned?

The Board monitors risks and their associated treatment annually?

All Board members understand their cover for Public Liability and Professional Indemnity Insurance?



Board Practices Yes

No

Board has ‘Delegation of Authority’ and ‘Conflict of Interest’ policies.

Board has written terms of reference for sub-committees.

All Board members participate and contribute during meetings.

Agenda usually contains briefings or short reports.

Members always read their agenda/reports before meetings.

Minutes are timely, accurate, signed and securely filed.

Communication at meetings is usually clear and comprehensive.

Training /information sessions for Board members occur at least annually.

Meetings usually generate no more than 8 actions for the CEO.

Board has succession planning/process for Chair/CEO roles.

Board members practice private frankness and public solidarity.

Board has an effective induction process for new members.

© Copyright 2013 CBB the not4profit people Interwork Limited.

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