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

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

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.


Passion and professionalism managing the performance of a volunteer board

The Volunteer Board


Types of nfp boards

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.


Passion and professionalism managing the performance of a volunteer board

Role of the Board


What is corporate governance

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.


Passion and professionalism managing the performance of a volunteer board

1. Not knowing what you need

Know what you need


Directors common law duties

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 duties1

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

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 duties1

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

Getting the right person

...without pay


And if you have the wrong person

And if you have the wrong person...


Deal with it

Deal with it


And when nothing else works

And when nothing else works...


Not providing induction and training

Not providing induction and training


Not reviewing performance

Not reviewing performance


Conflicts of interest

Conflicts of Interest


Actively manage conflicts of interest

Actively Manage Conflicts of Interest


Boards should not function like parliaments

Boards should not function like parliaments


Failing to plan for the future

Failing to plan for the future


Omg en y in the boardroom

OMGen Y in the Boardroom


Passion and professionalism managing the performance of a volunteer board

QUESTIONS


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