Governance Bites

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In this episode, Mark Banicevich talks with Steven Moe about chairs and boards. Mark asks Steven to outline the typical board member job description, and then how the role of the chair differs. They discuss the amount of extra work involved in being a chair, additional relationships, and whether additional liability exists. They discuss how the chair interacts with other board members, including inducting new board members, and what happens if the chair is suddenly unavailable. They discuss succession planning for the chair, and the role of the deputy chair. Steven also shares advice for new chairs.
Steven Moe is a Partner of commercial law at Parry Field Lawyers in Christchurch, and an experienced director. Steven qualified as a lawyer in New Zealand, and worked for more than a decade on corporate transactions worth billions of dollars while based in London, Tokyo and Sydney. He has written several legal books, including “Start-ups legal toolkit”, “Social Enterprises in New Zealand: and “Capital raising for founders”. Steven also facilitates governance law on the Company Director Course for the Institute of Directors (IoD). His Seeds Podcast, which he founded in 2017, has almost 400 episodes, interviewing interesting people about their lives. He also hosts the Board Matters podcast for the IoD, now in its third season. 
Steven Moe’s profile on LinkedIn (he is happy to connect with you): https://www.linkedin.com/in/steven-moe-0b3b008a/
Seeds podcast with 430+ interviews www.theseeds.nz
Board Matters podcast https://open.spotify.com/show/6aHNCIYEOwqoghkGlwKruU 
Parry Field Lawyers governance resources: https://www.parryfield.com/advisory/governance/governance-essentials/, including "Chairing AGMs", "How to chair a meeting well"
The board skills matrix: https://www.parryfield.com/board-skills-matrix/
#governance, #leadership, #corporategovernance, #boardcraft, #decisionmaking, #makingadifference, #ceo, #governancebites, #boardroom, #director, #chair, #chairperson, #boardmember

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In this episode, Mark Banicevich talks to Susan Leahy about healthy board meeting dynamics. Mark asks about establishing and maintaining healthy meeting dynamics, and Susan shares some great tips. They discuss the roles of directors and other members in board culture, and strategies for handling disagreements. Mark asks about gaining diverse perspectives, and dealing with disruptive or ineffective board members. Susan outlines the impact of new board members, and shares the best governance advice she has received. 
Susan Leahy teaches boards and committees to run effective meetings, specifically using Robert’s Rules of Order. Susan Leahy has been motivating, challenging and inspiring audiences for over 15 years as a high energy keynote speaker and certified speaking professional. Her website, www.RobertsRulesMadeSimple.com, is an easy and simple training tool is used by thousands of boards across the US and Canada to learn to apply Robert's Rules of Order. 
Robert's Rules of Order: https://robertsrules.com/
Robert's Rules Made Simple: https://robertsrulesmadesimple.com/
#governance, #leadership, #corporategovernance, #boardcraft, #decisionmaking, #makingadifference, #ceo, #governancebites, #boardroom, #director, #motions, #meetings, #robertsrules

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In this episode, Mark Banicevich talks to Heather Roy about board evaluations. Heather outlines what they are, why they should be done, and how they can be performed. They discuss stakerholder involvement, common challenges, and addressing underperformance. Heather also shares the best governance advice she has received. 
Heather Roy is a professional director and business consultant through her company Torquepoint Ltd (https://torquepoint.co.nz/). Her current board roles include independent chair of Financial Advice NZ and the Security and Reliability Council (an advisory body to the Electricity Authority), and a director of Port Marlborough. Former chair or director roles include the Utilities Disputes, Marlborough Chamber of Commerce, Advertising Standards Authority, Foxplan and Medicines New Zealand. Heather is a former NZ Minister of Consumer Affairs, Associate Minister of Defence and Associate Minister of Education, and she has been an Officer in the NZ Army Reserves, a physiotherapist and a medical researcher. 
#governance, #leadership, #corporategovernance, #boardcraft, #director, #decisionmaking, #makingadifference, #ceo, #governancebites, #boardevaluation

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In this episode, Mark Banicevich asks Steven Moe about moving and seconding motions in meetings. They discuss the history behind this practice, and introduce Robert's Rules of Order. They talk about the role of seconding, and what happens if a motion is not seconded. They also discuss alternatives to moving and seconding motions. Finally, Steven shares the best advice he has received.
Links from the episode: 
Institute of Directors, moving and seconding motions: https://www.iod.org.nz/news/articles/moving-seconding-but-why# 
Robert's Rules of Order: https://robertsrules.com/ 
Steven Moe is a Partner of commercial law at Parry Field Lawyers in Christchurch, and an experienced director. Steven qualified as a lawyer in New Zealand, and worked for more than a decade on corporate transactions worth billions of dollars while based in London, Tokyo and Sydney. He has written several legal books, including “Start-ups legal toolkit”, “Social Enterprises in New Zealand: and “Capital raising for founders”. Steven also facilitates governance law on the Company Director Course for the Institute of Directors (IoD). His Seeds Podcast, which he founded in 2017, has almost 400 episodes, interviewing interesting people about their lives. He also hosts the Board Matters podcast for the IoD, now in its third season. 
Steven Moe’s profile on LinkedIn (he is happy to connect with you): https://www.linkedin.com/in/steven-moe-0b3b008a/
Seeds podcast with 430+ interviews www.theseeds.nz 
Board Matters podcast https://open.spotify.com/show/6aHNCIYEOwqoghkGlwKruU 
Parry Field Lawyers governance resources: https://www.parryfield.com/advisory/governance/governance-essentials/
#governance, #leadership, #corporategovernance, #boardcraft, #decisionmaking, #makingadifference, #ceo, #governancebites, #boardroom, #director, #motions, #meetings

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In this episode, Mark Banicevich talks to Stephen Upton about incorporated society (not-for-profit) constitutions. They start by discussing the organisation's purpose, how this can proliferate, and keeping it concise. They talk about the components of a constitution, changes required by New Zealand's Incorporated Societies Act 2022, and the challenges in updating a constitution. Stephen also shares advice he would give to a new incorporated society director. 
Note that the Companies Office has a Constitution Builder, https://isb.companiesoffice.govt.nz/constitutionbuilder/startscreen, and useful information about incorporated societies, https://is-register.companiesoffice.govt.nz/.
Sport New Zealand cheat sheet on incorporated versus unincorporated: https://sportnz.org.nz/media/oqlp0sz1/1-sport-nz-guidance-note-incorporated-unincorporated-or-hybrid-002.pdf
Stephen Upton is Chair of Touch NZ, and led the organization through revising its constitution when the Incorporated Societies Act 2022 came into force. He is also a past President of the Swiss Touch Association. Stephen’s primary career is in funds management. He is Chief Operating Officer at fund manager and KiwiSaver provider Kernel, and was Chief Operating Officer at NZX-owned Smartshares (now Smart) before that. 
#governance, #leadership, #corporategovernance, #boardcraft, #decisionmaking, #makingadifference, #governancebites, #boardroom , #cgi, #charteredgovernanceinstitute, #director, #notforprofit, #constitution, #incorporatedsociety

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In this episode, Mark Banicevich talks to David Burroughs further about directors and officers (D&O) insurance. Mark asks who provides D&O insurance in NZ, policy limits and excesses, and optional features and common fishhooks of which directors should be aware. They also discuss how policies work for businesses operating internationally. David briefly outlines the application and claims processes, and shares the best governance advice he has received. 
David Burroughs is a founding partners at Long Burroughs (https://longburroughs.co.nz/), a business risk advice business based in Auckland. Prior to establishing the firm, David worked at two major international broking firms, Willis and Marsh. David specialises in advising on all aspects of liability risk and provides detailed contractual risk mitigation advice and specialised insurance solutions. His expertise in these areas is enhanced and complemented by his law degree. David has comprehensive experience advising professional service firms, publicly listed companies, and privately owned businesses, across various industries.
#governance, #leadership, #corporategovernance, #boardcraft, #decisionmaking, #makingadifference, #governancebites, #boardroom , #cgi, #charteredgovernanceinstitute, #director, #insurance

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In this episode, Mark Banicevich talks to David Burroughs about directors and officers insurance. He outlines what it is, who it covers, and what kinds of events it covers. Mark asks about the types of costs it covers, common exclusions, and how the cover period works (claims made). David outlines run-off cover, and then shares advice he would give to directors. 
David Burroughs is a founding partners at Long Burroughs (https://longburroughs.co.nz/), a business risk advice business based in Auckland. Prior to establishing the firm, David worked at two major international broking firms, Willis and Marsh. David specialises in advising on all aspects of liability risk and provides detailed contractual risk mitigation advice and specialised insurance solutions. His expertise in these areas is enhanced and complemented by his law degree. David has comprehensive experience advising professional service firms, publicly listed companies, and privately owned businesses, across various industries.
#governance, #leadership, #corporategovernance, #boardcraft, #decisionmaking, #makingadifference, #governancebites, #boardroom , #cgi, #charteredgovernanceinstitute, #director, #insurance

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In this episode, Mark Banicevich talks with Josh Comrie about succession planning for business owners. Josh talks about considerations for family-owned businesses, and closely held companies. They discuss maintaining corporate culture and values while transitioning to new leadership, common challenges in transitioning ownership, and the role of the board in streamlining the process. They also discuss appropriate timelines for succession planning. In closing, Mark asks what advice Josh would give to entrepreneurs who are just beginning to think about succession planning.
Josh Comrie is a recovered serial entrepreneur. Now he is a business adviser and conference speaker, helping ambitious entrepreneurs to grow and exit profitable, fulfilling businesses. Prior to this, he founded or co-founded several businesses, including The Attention Agency, Flying Kiwi Angels, Ambit, Potentia and Aspire Executive Search. His governance career includes director roles on several of his startups, and former President of the Entrepreneurs’ Organisation (NZ). Josh’s ebook, “The Exit Factor: Sell your company for a life-changing sum”, is available at www.joshcomrie.com, and his podcast, "2 Commas", is available on Spotify and Apple Podcasts.
#governance, #leadership, #corporategovernance, #boardcraft, #decisionmaking, #makingadifference, #ceo, #governancebites, #boardroom, #entrepreneur, #succession, #2commas

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In this episode, Mark Banicevich asks Paul Brown about board reporting – specifically about converting data, to knowledge, to wisdom and insight. Paul describes key features of an effective board report, and how data can be summarised into clear and concise insights for board members. Mark asks about the types of questions board members should ask to derive deeper insights from reports, and how boards can move beyond data and knowledge to wisdom. They discuss the importance of the governance framework, and what structures should be in place to assure materially credible information is reported to the board. 
Paul Brown is Managing Director of Boardworks (https://boardworks.nz/), who perform governance services such as board evaluations and governance structure reviews. His governance experience includes Stephenson & Turner architects and engineers, Emergency Alliance, Independent Living Services, Panuku Development Auckland and Council for International Development NZ. He was also CEO of ChildFund New Zealand for 17 years. 
#governance, #leadership, #corporategovernance, #boardcraft, #decisionmaking, #makingadifference, #ceo, #governancebites, #boardevaluation, #director

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In this episode, Mark Banicevich talks to David Callanan about being a company secretary in a listed company. He asks about what the role of company secretary involves, and how it differs for listed companies and private companies. They also discuss closely held and widely dispersed ownership in private companies. David outlines the duty of disclosure, and how that impacts the company secretary. They discuss the interaction between the company secretary and the chair, the board, and the CEO. David also shares advice for new company secretaries. 
David Callanan General Manager of Corporate Trustee Services at Public Trust. He is a Fellow of the Governance Institute of Australia, and has been Chief Risk Officer at Public Trust, Tower Insurance, and RACQ Insurance in Australia (often including Company Secretary). He spent 4 years at PwC in Australia and London, and worked for the Citibank-State Street joint venture CitiStreet Australia for 6 years prior to that. 
#governance, #leadership, #corporategovernance, #boardcraft, #decisionmaking, #makingadifference, #governancebites, #boardroom , #cgi, #charteredgovernanceinstitute