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VERDUGWRIXWXUHERDUGV - Effective Governance

WHERE TO FIND US The Effective Governance approach PO Box 2140 Effective Governance Pty Ltd Suite 6 Level 3 16 McDougall Street Milton QLD 4064

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© 
Effective Governance 2016
 
BENEFITS OF BOARD CHARTERS
 
ď‚·
 
Assists the corporation’s leadership in delivering good governance;
 
ď‚·
 
 
ď‚·
 
Serves as a reminder for the board of the legal framework within which it operates;
 
ď‚·
 
Is a point of reference for disputes;
 
ď‚·
 
Serves as an induction tool for 
new directors and senior managers
;
 
ď‚·
 
Greatly assists in establishing effective operating procedures for a board
;
 
ď‚·
 
Develops of a shared understanding of 
the board’s role 
throughout the organisation.
 
A board charter 
a 
policy document that clearly defines the respective 
roles, responsibilities and authorities of the board of directors (both 
individually and collectively) and 
management in setting the direction, 
the management and the control of the organisation.
 
Effective Governance is proud to be associated with 
popularising the concept of 
s through 
the 
book
 
Boards 
That Work
: 
A New Guide 
for 
Directors
 
(McGraw Hill, 2003) written by our colleague
s 
Professor Geoff Kiel and Associate Professor Gavin 
Nicholson. 
B
oard charters have 
since 
become a
 
standard tool of most boards and 
are r
ecommended 
by the ASX Corporate Governance Council, Standards 
Austra
l
ia and most governance experts.
 
Importantly, 
your
 
board charter
 
s
 
a legacy from
 
today’s board to future boards and represents an 
important record of board policy making, but 
charters 
will only be 
of 
value creating if they
 
are
 
carefully 
crafted
 
and
 
used
. 
 
As 
a
 
cornerstone
 
of 
your
 
organisation’s gover
nance 
system, 
the
 
living document, 
closely
 
aligned with the strategic 
direction. It needs to be reviewed and updated 
regularly, and used as an important induction tool for 
new directors.
 
We recommend an annual review 
of any organisation’s 
governance policies, including the board charter. In 
truth, board charters are not among the most 
interesting aspects of board membership and are 
easily overlooked, so the practice of annual review can 
be particularly useful. An annua
l review keeps the 
the organisation’s overall policy framework. As such, 
the annual review of the board
 
charter
 
should be 
included into the board’s calendar of activities.
 
Our process for board charter
 
development (see over 
page) has assisted numerous organisations can assist 
your board to formulate a leading practice charter.
 
 
 
www.effectivegovernance.com.au 
The Board Charter
A 
legacy from today’s board to future boards
WHERE TO FIND US
 
The Effective Governance approach 
 
 
 
 
 
 
 
 
Effective Governance Pty Ltd
 
 
PO Box 2140
 
Milton QLD 4064
 
 

 
 
(07) 3510 8111
 

 
  
(07) 3510 8181
 

  
[email protected]
 
 

   
www.effectivegovernance.com.au
 
 
 
To guide boards in establishing and continually developing 
effective governance policies and 
practices including board charters, we use the Corporate Governance Practice Framework, 
which is presented in Directors at Work (Thomson Reuters, 2012)
 
and was developed by 
Effective Governance
. This framework has been ada
pted 
for 
a large number of Australian 
organisations as the basis for their governance documentation since its inception.
 
Corporate Governance Practice Framework
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
In developing a board charter
 
as a 
key governance
 
policy, we consider it important the board has the opportunity to 
d
iscu
ss, elaborate and formulate the charter as part of the process
, 
as 
illustrated below, as such our charter 
development process incorporates director feedback
.
 
Broadly speaking
, 
there are five stages
 
we undertake to develop 
a board charter
 
with a sixth stage for the board to undertake annually
:
 
1.
 
personnel, e.g. the
 
,
 
to plan the project;
 
2.
 
Document existing board policies and practices
, and a
nalyse the documentation collected
;
 
3.
 
Prepare materials for discussion;
 
4.
 
Facilitate a workshop with the board to d
iscuss the 
draft 
charter
 
5.
 
Document the 
board’s 
decisions in 
the
 
b
oard 
c
harter
 
for final approval
; and
 
6.
 
The board or a committee of the board to review the charter annually.
 
Board Charter Development Process
 
 
Source: 
Kiel, G., Nicholson, G., Tunny, J. A. 
& Beck, J. 2012. 
Directors at 
Work: A 
Practical Guide for Boards
. Sydney: 
Thomson Reuters.
 
Director Protection
Board Evaluation
Director Remuneration
Director Selection 
Director Induction
Director Development
Strategy 
CEO
Monitoring
Compliance
Risk Management
Policy Framework
Networking
Stakeholder Communication
Decision Making
Role of the Board
Board Structure 
Role of Individual Directors
Role of the Chair
Role of the Company Secretary
Role of the CEO
Board Meetings
Board Meeting Agenda
Board Papers
Board Minutes
Board Calendar
Committees
Defining
Governance Roles
Improving Board
Processes
Key Board
Functions
Board 
Effectiveness
Board 
Behavioural 
Dynamics
®
6. 12 Month 
Review
5. Finalise Board 
Charter
4. Board 
Workshop 
or 
Discussion with 
Chair
3. Prepare Draft 
Board Charter
2. 
Documentation 
Review
1. Project 
Planning