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External strategic governance & operations review

Online Governance Evaluation

Pulse Check Governance Review

In-house Board & Senior Executive workshops on contemporary governance practices

Cybersecurity Governance Systems Review

Mergers

Governance Structure Review

Constitutional Reviews

Dramatically Enhancing Your Board Reporting

Board-led Culture Review and Implementation plan

Not sure what you need or require a service not listed above? Let us know.

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. 

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

The 5 Step Strategic Governance & Operations Review Process

The Online Strategic Governance Review

Our Online Strategic Governance Review is a comprehensive independent review of Board processes, including Board strategic processes, Board structure, constitution, Board and stakeholder communication, Board compliance responsibilities and strategic operational issues that directly affect the governance of your organisation. It is delivered in an online format, which allows Directors to respond anonymously and comprehensively.

This review not only provides a detailed report on all aspects of governance and relevant operational activities (eg performance management, financial controls, risk management etc), but also provides recommendations for improvement.

This Strategic 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.

Online Survey Process

This will be achieved via an online survey process utilizing questions selected for the needs of your Board/s.  Conscious Governance will host the performance assessment questionnaires for access and on-line completion by Board members. Conscious Governance will provide advice and assistance to Board members for completing the on-line performance assessments. This shall be either through telephone calls or on-line support.

The questions will be developed in conjunction with the Governance Working Group and will cover all key areas of governance and strategic operational areas. Copies of the draft survey questionnaires will be circulated to the Company for input, and suggested improvements.  This will allow representatives of the company to provide specific suggestions for how the survey can be tailored to better meet their needs and circumstances.

In addition, the survey process will cover succession planning processes and techniques, performance frameworks including Director and senior executive reviews and stakeholder engagement. The scope of work does not include the assessment of individual Directors and their perceptions and contributions.  

Reporting of Results and Recommendations

The Chair and each Director shall receive a succinct report on collective performance of their Board, based on detailed analysis of the comments and insights from fellow Directors.  This report will assist them in their role as a Director. The report shall also include suggestions for Professional Development to be considered for the Board as a whole.  The report will provide the Chair and Directors with key information that will help them enhance their own governance practices and concepts.  While the report covers the evaluation of the Board as a group, it is our experience that it will also lead to increased understanding and awareness of the true roles of Directors in creating a strategically aware organisation.

Preparation and presentation of the review of the Board will include key findings, with recommendations, timelines, and Best Practice processes demonstrated. A succinct action-oriented work plan will be developed as a draft for consideration and subsequent implementation by the Board, once approved. A review of Board and Strategic Operations Evaluation models and recommended future evaluation models will be made. A succession plan for Board members development and recruitment will be provided.

Pulse Check Governance Review Interview Series

Is your Board after More Strategic Focus?

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

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

Enhancing Board Reporting 

Need to streamline your Board reports so they provide the right information without being  burdensome?

Board Reports should be scrutinised to ensure it is meaningful and relevant for the information needs of Board Directors and Chairs.

With global experience and a commitment to best practices, we can help you shape your Board reporting.

We can guide you on:

• How to shorten your Board Agenda packs dramatically, and at the same time, make them more relevant
• How to eliminate micromanagement during Board meetings
• Some of our 10 techniques for your Board Agenda that will enhance the focus of the Board Directors on strategic and governance matters
• How can we actually develop meaningful measures that adequately track performance of health and human service activities?
• Developing Dashboard Reports to summarise reporting on performance and activity, while ensuring under-performing areas are highlighted for review by Directors
• Using the Net Promoter Score to see how your clients and customers really rate your performance
• Developing ‘Leading Indicators’ (rather than relying on lagging indicators). Leading Indicators will give Boards and Executives information that better reflects current and future performance, not just past performance

Board-led Culture Review and Implementation Plan 

Over the past decade, Boards have been held increasingly responsible for setting and monitoring the cultures of the organisations they oversee.

This critically important duty places responsibility on directors to set the strategic cultural direction of the organisation and to ensure the culture is meaningly measured, monitored and improved.

These responsibilities raise a number of important questions for Directors that include:

• Where should a Board start?

• How do we know what culture we require as a Board?

• What culture do we currently have, and what needs to change

• How should a Board monitor and measure culture and cultural change?

• How does the Board sustain a focus on culture over time?

The research around culture has found direct links between culture and performance of the organisation. However, a lack of clarity around how to measure and implement culture change has resulted in this being an area of potential confusion and complexity for Boards and senior executives.

Culture change does not need to be complex. At its essence, workplace cultures should be defined as people’s perceptions and resultant actions that demonstrate ‘this is the way we do things around here’. It is these unwritten ground rules – or ‘UGRs’ – that demonstrate how well the organisational vision and values are being lived in the workplace. This is what constitutes culture. There are also often nuances of culture that are demonstrated in different organisational levels of the organisation.

Examples of UGRs include:

• At our meetings it isn't worth complaining as we know nothing will get done.

• The only time anyone gets spoken to by the boss is when something is wrong.

• The organisation talks about the importance of customer service but we know other things are more important so we don't really have to worry about it.

The UGRs concept has been extensively used as the vehicle to understand, monitor, measure and improve cultures by organisations across the world - including SAP (Services Division - globally) Kmart Australia and New Zealand, McLaren Automotive (UK), Barclays Bank Africa, and Next in the UK. It has been used extensively in corporate, SME and not-for profit organisations to assist the Board and executive team to understand, manage and monitor culture in a way that aligns with vision, values and strategy.

There are three options available.

1. Option 1 is for the Board to be provided unique insights into understanding, monitoring, measuring and leading workplace cultures.

   The outcomes from this option would include directors gaining:

   • Completely new and practical insights into workplace cultures and how they are formed

   • A heightened awareness of the power of cultures and how they drive people's behaviours - mostly at an unconscious level

   • Insights into the role Values play in leading cultures

   • Knowledge about how to assess the current culture as it relates to each of organisation’s Values

   • Insights into how the UGRs concept has been used to understand and improve workplace cultures

2. Option 2 is for the conduct of a survey of up to 300 people to assess the extent to which the organisation meets each of eight critical elements that combine to ensure organisations are gaining maximum benefits from a positive, productive culture.

   The outcomes from this option include Director gaining:

   • An assessment of the extent to which each of the eight core elements is in place to ensure a productive culture

   • A full report on recommended actions necessary to make improvements in the culture, including who should take primary responsibility for those changes

   • A one hour debrief on the outcomes with the Governance Committee (or similar Board committee)

3. Option 3 – Phase 1 - is for the conduct of a unique cultural audit called a ‘UGRs Stock Take’, followed by debriefs with the Governance Committee, the Board and senior leaders with a view to identifying actions that need to occur to strategically improve the culture. A further 12 month follow-up will provide evidence of culture change.

   The outcomes from this option would include:

   • In-depth understanding of the current culture as it relates to each of the most important aspects of the organisation’s culture i.e. its Values, across the Board and senior executive team.

   • Clear pathway to roll-out the Stock Take results across all staff with supporting resources in the form staff engagement resources and a full report specifying rollout strategies.

   • An understanding by all parties of priority actions/changes that need to occur to make improvements in any priority areas of concern from the Stock Take

   • Verifiable culture change over a 12 month period

4. Option 3 - Phase 2- is to put in place training and support mechanisms to sustain an ongoing focus on culture and to measure progress at six and 12 month intervals following the initial training.

   The outcomes from this option would include:

• The creation of in-house expertise on culture, culture change and sustaining culture change

• Ready access to a large range of resources on culture and culture changes for leaders, culture champions and the Board for a 12 month period

• Tracking of progress on culture change via follow-up Stock Takes six months and 12 months following the Champions’ Training

• More in-depth Board understandings of culture-change nuances from the ongoing sessions with lead facilitator

Developing High Quality Board Manual and Policy Suite

Conscious Governance can undertake a desktop audit of your existing Board level policies to establish their standard and what may be missing.

We have developed many Governance Manuals and Board Policy Suites, based on our extensive experience with best practice standards for good governance, utilising some of the very best Governance and policy material available.

The electronic Governance Manual and Board Policy Suite will feature an agreed set of documents which may include:

• Rationale for Governance Charter

• Organisation profile and history

• Purpose, Vision and Objectives and how to use them

• About the Board

• Overview of important documents and how to use them (Constitution, strategic plan, annual report, Governance Charter)

• Governance Charter

• ByLaws

• Role of the Board

• Induction Program

• Governance Practices

• Role of the Chair

• Role of SubCommittees

• Board-CEO Relationship

• Governance Policies - Legislative and Compliance

• Governance Policies - Board Operations (including emerging areas such as Diversity, Equity and Inclusion Policy and Environmental, Social and Governance Policy)

• Operational Policies - affecting Directors

• Operational Policies - not affecting Directors

• Others as agreed

Informed by the analysis of the existing documentation, a draft Governance Manual and Board Policy Suite will be provided for approval by the Governance subcommittee. The final graphics, visual layout and hyperlinks to organisational documents will be the responsibility of the organisation.