Passion and professionalism managing the performance of a volunteer board
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Passion and Professionalism: Managing the Performance of a Volunteer Board. Sunday 3 August 2014. #Insert FileSite Doc ID. Sabine Phillips, Principal Sophie McNamara, Associate. Disclaimer.

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Passion and Professionalism: Managing the Performance of a Volunteer Board.

Sunday 3 August 2014

#Insert FileSite Doc ID

Sabine Phillips, Principal

Sophie McNamara, Associate


Disclaimer

The information contained in this presentation is intended as general commentary and should not be regarded as legal advice. Should you require specific advice on the topics or areas discussed please contact the presenter directly.


The Volunteer Board


Types of NFP Boards

  • The Faith Based Board

  • The Rural, Regional or Remote Board

  • The School Board

  • The Service Club

  • The No-one else will do it Board.


Role of the Board


What is Corporate Governance?

Corporate governance influences how the objectives of the company are set and achieved, how risk is monitored and assessed, and how performance is optimised.


1. Not knowing what you need

Know what you need


Directors’ Common Law Duties

  • Duty to act in good faith in the interests of the company as a whole.

  • Duty not to act for an improper purpose.

  • Duties of care and diligence

  • Duty to retain discretion


Directors’ Common Law Duties

  • Duty to avoid conflicts of interest

  • Duty not to disclose confidential information

  • Duty not to abuse corporate opportunities.


Directors’ Statutory Duties

  • s 180 Duty of care and diligence and the business judgement rule

  • s 181 Duty of good faith

  • s 182 Duty not to make improper use of information

  • s 183 Duty not to make improper use of information

  • s 184 Criminal offences


Directors’ Statutory Duties

  • s 588G Duty not to trade while insolvent

  • s 191 – 195 disclosure of material personal interests

  • s 208 – 210 Financial benefits to related parties of public companies

  • s 285 = 318 Financial reporting

  • Others


Getting the right person

...without pay


And if you have the wrong person...


Deal with it


And when nothing else works...


Not providing induction and training


Not reviewing performance


Conflicts of Interest


Actively Manage Conflicts of Interest


Boards should not function like parliaments


Failing to plan for the future


OMGen Y in the Boardroom


QUESTIONS


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