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What does good governance look like to you?

Today's environment is different from ten years ago and the challenges that arise in relation to funding, the political environment and modern technology are changing at an incredibly fast pace. However, many governance practices that still prevail in some organizations today have their roots in the 19th century. Some people still see governing as “making policies” that the CEO and staff carry out. It has a tendency towards prescription and conformance with governance systems. This conventional governance was built to maximize efficiency by minimizing deviations from standard practices.

Unconscious Board leadership can put organizations at risk of commercial failure, financial and legal problems for directors or trustees, but more importantly, it allows an organization to lose sight of its purpose and responsibilities.

The need for conscious governance is a ongoing challenge, which requires each individual to be strategically aware, question everything and be prepared to look at the world from a different place. 

 

 
 

Evaluate your Governance practices & realign the Board

Our Governance and Operations review is a comprehensive, independent review of Board processes. This includes Board strategic processes, Board structure, constitution, Board and stakeholder communication, Board compliance responsibilities and strategic operational issues that directly affect the governance of your organization.

This review provides a detailed report on all aspects of governance and relevant operational activities with recommendations for improvement. These include: performance management, financial reporting and risk management

The results of the review provides you with insights into the work of the Board and senior executives, and practical strategies to improve the processes, the decision making, and the outputs of the Board and senior executives.

In addition, it provides practical recommendations for action, and support to the Board and senior staff in achieving the necessary changes.

 
 

 
 
 
 

 

A Few  Of Our Governance And Operations Review Clients From The Last 18 Months

Governance_Evaluation_Clients_Conscious_Governance
Governance_Evaluation_Clients_Conscious_Governance

The 5 Step Governance & Operations Review Process

 
 
 

1. Desktop review of earlier relevant documentation (2 Days) 

This would include at least the following:

  • The last 2 Board minutes and agendas
  • Strategic plan
  • Risk plan
  • Constitution
  • Governance policy documentation
  • Board induction program
  • Board and senior executive performance reviews
  • Public reporting (such as annual reports/ financial reports) (2 days)

2. On-site desk audit of governance and strategic operational processes (1.5 days)

The 5 critical areas of governance will be investigated, analyzed for document and process quality and rated with recommendations made. This determines the priorities for action.

This is conducted in conjunction with the CEO and senior executives, and provides a strategic process for exploring key issues at the senior executive level.

Each of the areas that are in need of rectification or improvement are either addressed on the spot (e.g. sample policies provided, Constitution/By Laws reviewed and recommendations made, procedures developed, charters drafted etc.), or tools are provided to allow the staff or committees to efficiently address the issues identified.

This desk audit provides evidence to assist in the analysis of Board members perceptions of the governance functions of the organisation.

3. Board evaluation via face-to-face interviews of (1.5 hrs each / 3 days total)

Each Board member is interviewed to investigate their understanding of governance, strategic decision making and their recommendations for improvement.

The questions will be developed in conjunction with the Governance Working Group, and will cover all key areas of governance and strategic operational areas. In addition, it will cover succession planning processes and techniques, performance frameworks including Director and senior executive reviews and stakeholder engagement.

This evaluation will be of the Board collectively and the individual Directors' perceptions of themselves and their colleagues. Each Director shall receive an individual assessment and insights from fellow Directors that will assist them in their role as a Director.

These individual face-to-face interviews have been described by Directors as a very powerful means of exploring governance practices and concepts, and invariably lead to increased understanding and awareness of the true roles of Directors.


 

4. Electronic evaluation survey of key stakeholders, including executive staff (1 day)

Stakeholders rate the Board against agreed criteria, including delivery against vision, mission and strategic plan.

This is incredibly powerful as it provides points of view from people other than Board members, and provides insight into how the Board is perceived by key stakeholders regarding the quality of the organisations collaboration and impact on policy, planning, risk management and service delivery.


5. Collation and Analysis of results. ( 1.5 days)

Following the analysis of all data, the Board is presented with all results, including: the desk audit, Board evaluation and stakeholder evaluation findings (with recommendations), project planning timelines, a demonstration on best practices

An action plan will then be developed with the Board for implementation of agreed areas.

This action plan will provide key recommendations and proposed timelines for implementing once it is approved. A review of Board and Strategic Operations Evaluation models and recommended future evaluation models will be tailored for your organization.


Similar Services

 

Governance Policies Review And Support

This process is aimed at rapidly producing the required organizational outcomes and establishing best practice in governance.

We have extensive risk, governance, strategic planning and operations experience in the not-for-profit and corporate sectors, which will ensure this project is completed in a timely and sustainable manner. One of the major benefits of this governance policy review is the change of focus on risk as a compliance issue, to risk as strategic advantage.

Sample Governance Policies Review And Support

  • Review of all existing governance policies
  • Review the risk library, including risks identified by staff, Board and stakeholders
  • Review policies and board charters and make recommendations for consolidation/expansion
  • Make recommendations for procedures connected with priority policies
  • Work in conjunction with the CEO and relevant board members/chairs of committees/senior staff to ensure that governance policies are relevant, contemporary and easily accessible
  • Make recommendations for Board and staff induction regarding governance policies and periodic review
  • Provide examples and templates

 
 

The Governance Evaluator 

Established in 2013, Governance Evaluator is Australia’s preeminent cloud-based, online tool and platform for governance evaluation and capability building.

     

    Dr. Nick Denton discusses his experience using the Governance Evaluator

    *The Governance Evaluator was the ideal tool for my Board to undertake its first self-evaluation. The tool is straightforward and easy to use. The automatically generated action plan has been really useful in focussing subsequent Board meetings on key governance issues and raising the Board’s awareness. The fact sheets are brief, but relevant, and allow the Board to get the information they need and to ask specific questions. All in all it has been a useful acquisition; providing the evaluation tool, action plan and the necessary governance resources to assist in Board upskilling.

    - James McAdam CEO Royal Australian and New Zealand College of Obstetricians and Gynaecologists

    The platform comprises of: 

    The platform comprises of: 

    • Customer Support
    • Governance Evaluation (online)
    • Governance Capability Assessment
    • Governance Action Plan
    • Governance Manual
    • Resources Manual 
    • Governance TV
    • Benchmarking and Trending Results

    Accredited Independent Convener

    If you choose to discuss the results of the online evaluation with an independent consultant, Jodie Willmer is an expert convener who can lead you through this process for a powerful outcome. 

    In some sectors this is a legislated compulsory activity which must be undertaken regularly; with others it is best practice or recommended as a way of having an independent view of the governance capability of an organisation.  In the health sector it plays a part in their accreditation process.

    The external convenor will undertake the role that in subsequent years could be undertaken internally by the Chair.  This includes:

    • Board Evaluation
    • Individual Director Interviews
    • Board Development Session
     

    To receive more information on the online tool of Governance Evaluator please contact:

    E: [email protected]  
    M: 0422 262 040
    W: www.governanceevaluator.com


     
     
     

    Our Pulse Check Governance review is an independent snapshot review of Board processes, including Board strategic processes, Board structure, constitution, Board compliance responsibilities and strategic operational issues that directly affect the governance of your organisation. This review has been specifically designed for regional and rural based organizations.

    This Pulse Check Governance review provides insights into the work of the Board and senior executives, and practical strategies and tools to improve the process, the decision making, and the outputs of the Board and senior executives. In addition, this process provides practical recommendations for action, and support to the Board and senior staff in achieving the necessary changes. This is an incredibly powerful process.

     

    Background and Proposed Process

    Conscious Governance has conducted extensive Board, governance and strategic operational external reviews of Nonprofit Boards over the past 20 years.

    Conscious Governance was also commissioned by the Victorian State Government to develop and undertake a similar process for 23 government funded Nonprofit entities (Local Learning and Employment Networks) in the education sector.

       

      We have worked with a number of employment industry, health, housing, education and disability organisations in developing their Board and operational evaluation processes and their strategic plans.

      Conscious Governance has also conducted high level governance reviews for a large number of Olympic sports on behalf of the Australian Sports Commission.


         

        The process would include the following:

        • Desktop review of relevant documentation. This would include at least the following: last 2 Board minutes and agendas, strategic plan, risk plan, constitution, the Governance policy documentation, Board induction program, Board and senior executive performance reviews,  public reporting such as annual reports, financial reports, other relevant material as agreed. (2 days)
        • In-house face-to-face Chair/CEO interviews against the Critical Areas of governance (See Addendum at end of invitation). Each of these Critical Areas will be investigated, and a summary report with key recommendations for the Board/CEO to implement will be provided (1.5 days)
        • Optional: We will attend one Board meeting as an observer, to assist in analysis of meeting structure and practices, and the dynamics of the group. Formal feedback will be provided to the Chair. We will also attend a second Board meeting 8-12 months later to reassess the dynamics and processes of the Board. A further report will be provided
        • Optional: Attend Board meeting to answer questions regarding the reports recommendations.
         
         
         

        Pulse Check Governance Review Interview Series

         

        Is your Board after More Strategic Focus?

         

         

        Are you and your Board ready for the next level of governance? This in-house workshop is for you.

        For many nonprofits, a lack of momentum or direction can develop when it becomes solely concerned with day-to-day operations. This can obscure the role of the Board away from the gift it can be to the community. If your Board lacks focus, if it is disconnected from its purpose, or if there is a buildup of personal tension, a realignment may be needed. This is what the Advanced Governance Workshop has been designed to achieve.

        In addition, if you have new Directors joining your Board, this workshop is an ideal refresher to build on your collective understanding of modern governance as well as identifying any areas for improvement.

        We use real life case studies and small/full group discussions to engage the Board members in their roles beyond compliance. The workshop will develop and be tailored according to the interests and requirements of the participants.

        In addition, our unique Electronic Library of Knowledge is available for Board members during the workshop session. This Electronic Library of Knowledge is over a decade’s worth of governance tools, policies, charters and procedures that can be provided on the day of the workshop for the Board if a particular issue arises that is not covered in the workshop notes.

         

        Content 

        The content for the workshop would include agreed topics. Some topics that may be relevant include:

        1. What is the function and what are the skills required of Boards today?

        2. Developing Strategic Awareness within the Board and staff

        3. Structuring interactions to facilitate strategic discussion

        4. Using your Vision Statement for strategic advantage

        5. Setting strategy versus managing-Strategic vs Operational

        6. Innovative strategic reporting techniques that raise strategic awareness

        7. Structuring meetings to enhance strategic awareness

        8. Setting strategic Board agendas

        9. Extracting the most value from your Board

        10. Powerful strategic questions for every Board and senior staff member

        11. Selecting the right people for your Board, staff and committees-skills and attributes that enhance strategic awareness

        12. Legal responsibility of Board members, committee members and expected behaviors

        13. Structure, role and operations of the Board and committees

        14. Skills analysis and committee succession planning

        15. Board accountability and performance appraisal techniques;

        16. The role of constituents (stakeholders) in strategy, risk and accountability

        17. Aligning staff performance, strategic plan and finances

        18. The role of the Staff, Board and committees in risk

        19. Risk as strategic opportunity

        20. The role of constituents (stakeholders) in strategy, risk and accountability

        21. How to develop and read financial statements for strategic information

        22. Decision making criteria for Boards

        23. Succession Planning for Board and leadership team

        24. Other topics as raised on the day


         

        Before the workshop, we analyse the organization’s strategic plan, constitution/Bylaws, past Board minutes and agenda, risk management plan and annual report to develop an unique insight into each organization and provide recommendations to further enhance the work of the Board.

         
         
         

        Our Cyber Security Governance Systems review is a comprehensive independent review of cyber security from a governance and Board perspective, including the organisation’s cyber security framework, policies and processes, Board compliance responsibilities and strategic cyber security issues that directly affect the governance of your organisation.

        This review not only provides a detailed report on all relevant aspects of cyber security governance systems and relevant operational activities (eg insurances, processes etc), but also provides recommendations for improvement.

        This Cyber Security Governance Systems review provides insights into cyber security and its relevance and impact on the Board and senior executives, and practical strategies and tools to improve the process, the decision making, and the obligations of the Board and senior executives in relation to cyber security.

        In addition, this process provides practical recommendations for action, and support to the Board and senior staff in achieving the necessary changes. This is an incredibly powerful process.

         
         
         
        “Great content, Accurate presentation, timed well, makes you create a realistic plan for short term, long term; great tool to build an awareness attitude to cyber threats”

        - Ron Kaushik, Compliance manager, National Stock Exchange of Australia
         

        The process would include the following:

        The process would include the following:

        •  Review of governance documentation related to cyber security. This would include at least the following: last 2 Board minutes and agendas, strategic management system and plan; risks, issues and opportunities register, any existing cyber security documentation, the Governance policy documentation, Board induction program, Board and senior executive performance reviews, public reporting such as annual reports, financial reports, any relevant insurance policies and other relevant material as agreed. (2 days)

         

        • On-site audit of cyber security governance and tactical plans, policies and processes against the Critical Areas of Cyber security. Each of these Critical Areas will be investigated, analysed for document and process existence and quality, rated, recommendations made and priorities for action determined. This is conducted in conjunction with the CEO and senior executives, and provides a strategic process for exploring key cyber security issues at the senior executive level. Each of the areas that are in need of rectification or improvement are either addressed on the spot (eg. gathering management input into the Cyber security Strategy, sample policies provided, sample Tactical plans, recommendations made, procedures developed, charters drafted etc), or tools are provided to allow the staff or committees to efficiently address the issues identified. This desk audit provides evidence to assist in the recommendations to Board members regarding the cyber security governance functions of the organisation. (2 days)
        • Board evaluation via face-to-face interviews of 1.5 hrs each of the Chair of Board and Chair of Finance/Risk subcommittee, to investigate their understanding of cyber security governance areas, strategic decision making around cyber security and their recommendations for improvement. These individual face-to-face interviews have been described by Directors who have been part of the process as a very powerful means of exploring cyber security governance practices and concepts, and invariably lead to increased understanding and awareness of the true roles of Directors in creating a cyber aware organisation. There is the possibility of conducting some interviews by Skype or similar means if it is impractical for Directors to attend. (1 days)

         

        • Cyber security strategy course for Directors and Officers/Managers that will lead to the Board creating and adopting the Cyber security Strategy, which forms the basis of the Cyber security framework (0.5 days)

         

        • Preparation and presentation to the Board on audit, and Board evaluation findings, with recommendations, timelines, and Best Practice processes demonstrated. An action plan will be developed for the Board regarding implementation of agreed areas. This action plan will provide key recommendations and proposed timelines for implementing once approved.(2.5 days)

         

        Delivered in Conjunction With Advisory Boards Group (ABG).

        ABG is a global consulting group that offers Consulting, Education and Advisory Boards to a wide variety of clients and industries. ABG utilizes the experience of its advisors, partners and consultants to provide world best practice and tailored advice in Cyber Security solution, Strategy innovation, Business growth and Change & Project management.

         

         
        “The level it was pitched was great, didn’t need a lot of pre-information, but if you already were aware it was still useful. I learned new things and explained the issues clearly. [I] Left with a clear strategy to work with.”

        -Ms Elizabeth Baxter, CEO, APSAD
         
         
         

         

        Steven Bowman, managing director of Conscious Governance, sat down with cybersecurity expert, Monica Schlesinger, at a recent conference to talk about cybersecurity from a director's perspective. The conversation is frank and tries to make sense of the evolving digital landscape for organizations and the associated risks Directors must now govern. (Please excuse the background noise in this audio clip.)

         

        Strategic Merger Planning Facilitation


        Can your Directors and Executive Team answer all of these five questions?

        1. What would our nonprofit Board do if we were approached next week about a merger possibility?
        2. What are the different structural options from collaboration and alliances, right through to mergers?
        3. How do we test a merger possibility against our vision?
        4. How do we safeguard the interests of the people and communities we serve?
        5. What are the three biggest areas of financial risk when assessing a nonprofit merger partner?''

         Considering an M&A deal is often the biggest and riskiest decision in the lifetime of an organisation. The entire process can appear unclear and fraught with difficulty.

        If you are a smaller organisation, the thought of being ‘swallowed whole’ can be enough to ignore this strategy all together. But if used correctly, these strategies can be powerful, forward-thinking tools to leverage. 


        Introducing the six step framework for mergers and acquisitions (M&A)

        1. The right strategy

        2. The right information

        3. The right timing

        4. The right price

        5. The right conditions

        6. The right integration

        Learn about our approach to mergers and acquisitions and the six step framework we use to ensure a merger is successful. 


        The Right Strategy 

        —Assessing your strategic direction while identifying partners who could complement your mission, strategy and culture

        —The twenty (or more) essential questions for a Board to agree upon before looking for M&A options

        —Considering & assessing multiple options at once


        The Right Information

        —Initiating a term sheet for the 'due diligence' process, and subsequent negotiations

        —Deciding whether external advisors or experts should be involved in the process

        —Defining a potential integration plan, in advance of signing the deal


        The Right Timing

        —Determining when to initiate contact, or when to wait to be approached

        —Determining your sense of urgency and judging their opposite party's sense of urgency

        —Understanding the risks of not acting soon enough (short case example)

        —Determining when to consult stakeholders like staff, volunteers, supporters, funders and communities


        The Right Price

        —Assessing the value of each opportunity to your organisation, even if there is no purchase price involved

        —Assessing the purchase price if this is relevant


        The Right Conditions

        —Ensuring the deal reflects the best interests of the people and communities you serve

        —Defining what is not negotiable for your organisation, as custodians of a nonprofit

        —Can/should the deal survive stringent conditions to safeguard the interests of key stakeholders?


        The Right Integration

        —Planning strategies for integration as soon as you identify a potential partner (especially before signing the deal)

        —The role for leadership from Board and executives, as well as others

        —Twelve common pitfalls for nonprofits after merger deal has occurred

        —Setting up an integration team and the integration plan

         
         
         
         

        Governance Structure Review

        Our Governance Structure Review is a comprehensive independent review of organizational structure and Board processes.

        This Governance Structure Review provides insights into the work of the Board and senior executives, and practical strategies and tools to improve the process, decision making and the outputs of the Board and senior executives. In addition, this process provides practical recommendations for action, and support to the Board and senior staff in achieving the necessary changes. 


        Sample Governance Structure Review Process

         

        The process would often include the following:

        1. Define a corporate structure for your organisation and the relationships between its component parts that can create an effective and efficient organisation that meets modern governance and legislative requirements and allowing you to meet your objectives. 
        2. Propose ways in which your organisation can better reach out to the community it serves.
        3. Propose how your organisation can be best managed as a national or state organization.
        4. Determine the structure, role and responsibilities of the relevant governing body.
        5. Define the mix of skills and experience required of members of the relevant governing body.

        6. Define a process for selection of members of the relevant governing body.

        7. Define a performance regime for your organisation, including the relevant governing body.

        8. Consider how your organisation can be funded in the future.

        9. Define a process and timescale for moving to a new governance structure.

        10. Provide a recommendations report to the governing body of your organisation.


         
         

        Constitution Review & Change Process

         

        Conscious Governance provides constitutional reviews and proposed governance changes.

        Our constitutional review incorporates best practices for community changing organizations and takes into account the strategic requirements of the organization.


        The Sample Constitution Review Process:

        1.  Identify relevant constitutional clauses that need possible change and the implications for governance. Discuss options with Board subcommittee
        2. Prepare a Board discussion paper outlining the options and reasons for the options.
        3. Present to Board and respond to Board questions
        4. Board to agree on changes to put to members
        5. Prepare constitutional changes and implications for governance structure in a format that makes member approval more likely
        6. Advise on process to gain member approval
        7. Assist in developing FAQ’s for members prior to voting-
        8. Communicate and receive feedback from members
        9. Provide paper for AGM for members to vote on proposed changes to constitution