25 August 2017
In this Q&A, we talk to the She Leads Workshop facilitators of Board Governance, to understand the importance of effective board governance.
In our upcoming She Leads Workshop – Board Governance, attendees will gain practical skills to prepare for taking on board directorships. This workshop is aimed at providing participants with a practical overview of governance and responsibilities in relation to boards and committees, in particular not-for-profit boards.
The Governance Workshop provides an overview of the roles and responsibilities of board and committee members, different governance models, how boards operate, and an outline of the legal responsibilities of board and committee members. Filled with practical advice and delivered by current Board members of YWCA Canberra, Caitlin Sandercock and Carina Zeccola, this interactive workshop will help build skills and confidence for current and aspiring board members.
Caitlin: A board director (in the case of YWCA Canberra) is elected by members to oversee and shape the strategic direction of the organisation, as well as ensure that the organisation is in good financial shape and adheres to the principles of good governance.
Carina: The board of directors is responsible for setting the strategic direction of the organisation and ensuring the organisation upholds good corporate governance and management.
Caitlin: A more defined definition of a board is that it is a decision-making body that oversees the functioning of an organisation, generally making strategic and financial decisions rather than day to day operational decisions (although this may vary from organisation to organisation). They do this through periodic board meetings which serve as an opportunity to seek information from the organisation (usually via the CEO or Executive Director) about how the organisation is running. This is a means of accountability to ensure that the organisation is adhering to its member’s interests (or shareholders in the private sector), complying with its legal and financial obligations, and it is also the forum for CEO/Executive Director to request approval from the Board for decisions or request funding.
The best boards are formed by a variety of directors with diverse skill sets, professions and mindsets – this is to ensure that the board thinks and acts strategically – through debate and robust discussions – to avoid groupthink and everybody agreeing with each other. It’s the reason why gender equality is so important on boards!
Carina: Further to that, a director must understand their role and responsibilities and the environment in which the organisation operates. There are many sources of responsibilities of directors, depending on the type of organisation. Directors are expected to understand information presented before them to make a well-informed decision regarding matters affecting the company. As an example, directors are expected to have a degree of financial literacy and cannot blindly rely on the expertise of others to fulfil this duty. This is because directors are the ultimate decision makers on various matters for the organisation.
Directors must be able to express their views and openly discuss matters. An open and frank board discussion (including some differences of opinion) can show that directors are seriously considering their decisions and open to discussing their views. Good board decisions are made following open discussion of any benefits, risks and alignment with the company’s objects and purpose.
Is it necessary to learn board governance to be an effective board director?
Carina: Absolutely. Directors must ensure that the organisation is complying with good corporate governance. To do so, directors must understand what this means.
Caitlin: Unequivocally, even if you’re a volunteer board director you are still bound by the same governance obligations as corporate board directors. If you don’t know about governance and you’re part of a board that makes bad decisions, the legal consequences can be severe.
What is one of the biggest mistakes a board director could make?
Caitlin: Not reading your papers, and not declaring any conflicts of interest (perceived or otherwise) upfront – ignorance is not an excuse!
Carina: Not taking the time or effort to understand the matters presented to them. A director should be aware of what they don’t know, and ensure that they acquire the appropriate knowledge and skills to make a fully informed decision. Each director has an equally important role and must question decisions within board meetings. One director should not rely on the others to fulfil their responsibilities for them.
Why do you think women are underrepresented on boards across the world, and how can we address this?
Carina: Often unconscious bias has a part to play in board elections and appointments. Some individuals have a tendency to elect or appoint people with similar views or experiences to them. Many historically male dominated boards continue to be male dominated as a result of electing directors with similar views and experiences to previous directors.
Diversity is so important to have an effective board. The board should represent the members of the organisation, who are often from a diverse range of backgrounds. Diversity on a board means diversity of skills, knowledge, background and experiences. Having a diverse range of views assists with balanced decision-making as various angles can be considered.
Catlin: Women are definitely underrepresented on Boards – there are still 12 boards in the ASX 200 that have no women at all. Ensuring that there’s lots of training targeted towards women interested in becoming board directors, addressing hidden biases, and quotas. Quotas are controversial, but they’re very effective (just look at Norway) and they can bring about change very quickly!
What inspired you to become a board director?
Caitlin: I was a volunteer at YWCA Canberra and I wanted to become more involved – it’s a great way of giving back to the community, and you get much more out of it than you put in!
Carina: I was inspired to become a board director by an organisation with values that align to my own. I believe in the organisation and the important function it plays in our community and wanted to contribute to this vision and direction.
Describe your favourite thing about being a board director.
Caitlin: Getting to contribute to an organisation that aligns with my values, and becoming part of an amazing worldwide community of women.
Carina: My favourite thing about being a board director is further developing my skills in business development, leadership and networking. I also enjoy contributing my skill set as a lawyer to the benefit of a not-for-profit organisation.
How has being a board director helped you grow as a professional?
Carina: Being a director of the board has increased my exposure to a range of different women also on the board. We get to hear each other’s point of view on various matters. I believe as directors that we are learning from one another all the time. Being on the board has allowed me to understand the decision-making process of others, which I wouldn’t otherwise be exposed to.
Caitlin: Being a board director has definitely helped hone my critical thinking skills, my communication skills and broadened my professional and social network. Additionally, working in government, it is very valuable to be able to see things from non-governmental organisation’s perspective.
List one key outcome Board Governance Workshop attendees will take away.
Caitlin: An understanding of how governance works and an insight into what being part of a board is like – hopefully inspiration for more women to join a board!
Carina: The workshop attendees will work through activities based on the material presented and discussions that take place in the session. The workshop focuses on the importance of being a board director and provides some practical assistance for those already on a board, or wanting to join a board.
To hear more from Caitlin and Carina and to attend the She Leads Workshop – Board Governance on Tuesday 29 August 2017 from 5:30pm-8:30pm, visit the event page now.
Caitlin was elected to the board in 2013 after completing the YWCA Canberra Board Traineeship Program. Caitlin has a Bachelor of Communication in Social Inquiry and a Bachelor of International Relations, and brings a wealth of experience in governance, campaigning, fundraising and communications in both the not-for-profit and government sectors.
Carina was co-opted to the YWCA Canberra board in 2017. Carina is a Partner of Griffin Legal, a commercial law firm specialising in legal services for not-for-profit, government and business. Carina graduated from the Australian National University with a Bachelor of Laws and Actuarial Studies. In 2016, Carina completed the YWCA Canberra She Leads Diploma in Leadership and Management. Carina is strongly committed to seeing women of all ages and backgrounds empowered and supported to reach their fullest potential and occupy leadership positions.