In this episode of YS Up Governance and Boards Podcast, 3YS Owls Governance Consultants, Ainslie Cunningham and Deb Anderson interview Martin Pretty. Martin is the Founding Director & Investment Manager of Equitable Investors Pty Ltd. Equitable Investors is an independent investment manager focused on identifying listed investment opportunities and engaging constructively with the people behind them to maximise shareholder value. Its directors have over 50 years of combined professional experience in investment markets, focused on those market segments in which higher total returns are most likely to be found, being micro-to-mid cap listed companies, larger strategic opportunities, unlisted growth opportunities & mezzanine or alternative financing. We explore with Martin his entre into the business world through the lens of a journalist, Equitable Investors investment philosophy and their Dragonfly Fund, ESG reporting and investing and the world of finance, equities research and investments.

"So my time in both on the research side and working with Thorney Investments, I guess what I learned from working with the people that I worked with was that the best opportunities in the way I see the world, everyone's got a different view, but the way I see the world is when you invest in smaller businesses with a lot more upside in terms of the potential growth and value uplift for those businesses, you can get to know the businesses and get close to the people running those businesses, rather than sitting there at a screen and just reading ASX announcements and not really having the context of what's behind them and the quality of the people with real ambitions driving it.

And also, part of that philosophy is to get involved and where you can, assist the company, communicate with the company to ensure that they're focused on the things you believe they should be focused on, or they're aware of the opportunities that you can see. I believe that over time we've seen that that's paid off in spades in terms of being not necessarily an activist investor, not trying to oppose current regimes or break things apart, but to be involved and be constructive and try and collectively work for value maximization. So that's probably the philosophy behind Equitable Investors and our fund, Dragonfly Fund."

- Martin Pretty

Summary of episode

· Working as a journalist for the Australian Financial Review and Investorweb

· Environmental, Social and Governance (ESG) reporting and investing

· Microcaps

· Debt v Equity

· Capital raisings including convertible...

In this episode of YS Up Governance and Boards Podcast, 3YS Owls Governance Consultants, Ainslie Cunningham and Deb Anderson interview Peter Turnbull AM. Peter is an experienced non-executive director and chair of listed public companies, and has extensive governance experience as a former president, fellow and life member of the Governance Institute of Australia and is a fellow of the Australian Institute of Company Directors. We explore with Peter his extensive career working for Regulators in Australia and overseas, his executive, NED and Chair roles and the wealth of experience gained over his career to date in the energy and technology commercialisation sectors. The skills required to gain a non-executive director board role, the importance of risk management, keeping governance simple, people and open and transparent communication in every business, Peter's extensive contribution to Governance both nationally and internationally, executive remuneration, culture and so much more.

"Look, it's nice in the sense that we're a global community. I see a lot of the things that we grapple with and talk about here. For instance, Canada, the UK, people are talking about the same things in most countries. The Chartered Governance Institute has nine divisions around the world. We have about 30,000 members and a 120-year history. It gives you a really good vantage point to see what others are doing, and talking about, and worrying about. They're very similar. Some of the things we've talked about here already, they're the same sorts of things. Particularly during 2020, how do we hold virtual meetings? What are the regulators prepared to do and not do? Will some of these things become permanent? Exactly the same, particularly in the UK, Canada, but even Africa. They're talking about the same sorts of things in Southern Africa and Zimbabwe. It's really great because we can... At the global level, we share a lot. We share what our different regulators are doing. We share many of our own solutions that we've come up with. We try not to reinvent the wheel, so to speak each time.

That's one of the things I'm really trying to encourage as president at the minute. Make sure we're sharing what we've already done and invented and rolled out. But it's a very high level of discussion on the same sorts of things around the world."

- Peter Turnbull AM

Summary of episode

· Peter's appointment as a Member of the Order of Australia in June 2020 (as announced in the Queen's Birthday 2020 Honours List), for services to business administration and corporate governance institutes

· General vantage point of Peter's global view on governance and being very involved as a Chair/Director and in the global governance community

· Learnings from 2020 and the key risks for 2021

· Strategy and risk management

· Ways that a board can reconnect with middle management

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In this episode of YS Up Governance and Boards Podcast, 3YS Owls Governance Consultants, Ainslie Cunningham and Deb Anderson interview Nicholas Bernhardt. Nicholas is the CEO and Co-Founder of Informed 365, an Australian based tech company that specialises solely on better sustainability outcomes. They develop customised real-time digital platforms with predictive capabilities and unlimited analytics functionality to provide improved visibility and transparency and to allow their clients to make better, more informed decisions. We explore with Nicholas ESG, CSR and Modern Slavery reporting and the diagnostic tools that are offered by Informed 365, and some of the stunning statistics around the number of people living in slave-like situations.

"You might know that last year, October 2019, the Property Council launched an Australian-first shared platform for their members to combat modern slavery. It was not the usual Stockland, Mirvac, Lendlease tackle modern slavery in their little silos. They do that collaboratively. Modern slavery is a non-compete space. Let's face it. We all want to eradicate it. Well, not all. The perpetrators don't want to eradicate it, but normal, healthy, sane people want to eradicate modern slavery.

It was good to see an industry organisation take the lead and say, "Look, we're just going to do this because it will be much more efficient, and the impact will be a lot greater."

- Nicholas Bernhardt

Summary of episode

· Modern Slavery Reporting

· Modern Slavery Act 2018

· Environmental Social and Governance (ESG) Reporting

· Corporate Social Responsibility (CSR)

· Supply chain management

· Some corporate examples of the 'poster child' in terms of CSR: Patagonia, Outland Denim, Property Council of Australia

· Connecting devices, data and databases to produce meaningful information

· Web-Based Platform Solutions Provider of Supply Chain Management, Business Intelligence, Climate Change Adaptation/Resilience and CSR Certification

· Department of Home Affairs

· CIPS

· Climate change

· Workplace Health and Safety

· ESG Investing

· Treasury Wine Estates

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In this episode of YS Up Governance and Boards Podcast, 3YS Owls Governance Consultants, Ainslie Cunningham and Deb Anderson interview Steve Renouf. Steve is a proud Gunggari and Gubbi Gubbi man and is a rugby league legend having played 212 games for the Broncos, 11 Queensland State of Origin games and 9 International Australian Rugby League tests. We explore with Steve his role as a Deadly Choices Ambassador for the Institute for Urban Indigenous Health, living with diabetes, his role as the first Ambassador for Australian Diabetes Educators Association (ADEA) and some rugby league.

"Deadly Choices is celebrating its 10 years this year. So, we're very fortunate that we are still operating the way we were. And Deadly Choices, obviously, was born out of the Institute for Urban Indigenous Health. When we first came together back in 2009-2010, we had to have a community engagement program for the community. And Ian Lacey and Keiran Lander were two young men at the time, and they're still young, they're a bit younger than me. But we employed them, brought them onboard, and they came up with the original idea.

So, Deadly Choices was born as a school's program for Aboriginal and Torres Strait Islander kids, just around healthy lifestyles. So, eating the right thing, drinking plenty of water, and having plenty of sleep, and all that. So, it was reinforcing what would have been taught at school as well. But we specifically target Aboriginal and Torres Strait Islander kids within the school.

And then out of that came this idea that ... The boys come up with an idea ... Or the group at the time, it wasn't just the boys. That how about we look at these shirts that we made, the Deadly Choices shirts, you might see them around the place, and why don't we use them in the medical centres to try and incentivise people coming in for a 715 health check? And that's where it was born, and it was so popular, using that concept. And along the way we built partnerships to help with that.

And obviously, the first one being a partnership with the Brisbane Broncos. Because our community love Rugby League, especially up here in the southeast corner. So, having the Broncos come on board, back in 2013, as our first partner in our Deadly Choices program, it just really lifted the profile of what we were trying to do. "

- Steve Renouf

Summary of episode

· The Institute for Urban Indigenous Health and it's South East Queensland Members including: ATSICHS Brisbane, Yulu-Barri-Ba: Aboriginal Corporation for Community Health, Kalwun, Kambu: Aboriginal and Torres Strait Islander Corporation for Health and Moreton ATSICHS (Aboriginal and...

In this episode of YS Up Governance and Boards Podcast, 3YS Owls Governance Consultants, Ainslie Cunningham and Deb Anderson interview Shannon Gilleland. Shannon is the CEO of Form-i-Baby and founder of the Pronto Bottle: a self-sanitising baby bottle, making it faster and lighter for parents to travel with a bottle-fed baby. We explore with Shannon her journey of a start-up from developing a product from concept to design, capital raising and investment opportunities (private equity, venture capital, IPO, debt/equity), go-to-market strategy, establishing a board setting up governance and other challenges faced by entrepreneurs.

"There's actually been a number of options we've looked at and also completed ourselves. So, the initial one that I mentioned there was the friends and family round. We didn't actually take that as a portion of equity, that was actually we took on as loans. So we said to people that we would pay them back within a set period of time and we were lucky enough to have friends and family that said they were happy without having to have some sort of increase by year one of payment, which is great. And then the next thing for us was we actually got into that acceleration program, the Med Tech one, which is actually backed by VC [venture capital] firms. So Artesian was one of the firms backing that program. So through that we actually raised three separate rounds of funding and those all required the same sort of process you would for any other type of investment in terms of you had to pitch, you had all your documentation requirements, your legal requirements around that as well.

It's also reporting requirements too. So, every three months you've got to report to the VCs on what did you say you were going to do? Where are you right now and where do you think you're going to be in X amount of time as well just to make sure that you are kind of being transparent as to what you're doing? And then the next thing now is we did two separate rounds of one was a non-equity based fundraising round. That was last year through crowdfunding actually, so I'm not sure on, most people are aware what crowdfunding is about, but this was a product for price crowd funding. So, the idea was that people would purchase or pre-purchase a bottle and then at some stage in nine months' time, once we completed our manufacturing, they get that product and return."

- Shannon Gilleland

Summary of episode

· Founding Form-i-Baby Pty Ltd

· Developed Pronto Bottle from concept, to design, sample production, testing, forecast, cost and promotion including further product development

· Research involving interviewing and surveying 100 parents to identify the pain point around parents having to travel with multiple prefilled bottles and the challenges with bottle sterilization

· Transferrable skills from her mobile game development and e-commerce roles including her role at Electronic Arts

· Funding - starting with family and friends before moving to equity crowd sourced funding (CSF) via Birchal

· Developing strategic plans, budgets and operating plans

· Responsible for managing and implementing marketing activities through research, strategic planning and implementation including advertising and crowdfunding strategies

· Business plan development including investor pitch deck, executive summary and information memorandum for...

In this episode of YS Up Governance and Boards Podcast, 3YS Owls Governance Consultants, Ainslie Cunningham and Deb Anderson interview the winner of Governance Top 100 2020, Fran Finucan. Fran is the company secretary for Collins Foods Limited (ASX:CKF). Fran is recognised by internal and external stakeholders as an approachable, valued business partner sharing know-how and best practice in corporate governance. We explore with Fran her prior role as an ASX listing adviser, her current role as company secretary of Collins Foods; virtual board meetings and Collins Foods first hybrid AGM, KFC, Taco Bell and Sizzler franchises and best practice governance.

"We had a hybrid AGM. For some specific reasons we chose to go hybrid as opposed to completely virtual. And it was very successful. It was the first hybrid AGM with any virtual component for the company. And so that in itself was exciting. There are many... I think anyone who says that it's easier doing a virtual event, never had to hold a virtual event. There are so many more factors that one needs to think of but really, if you're supported by the right kind of business partners who are invested in your success as well, then you will come out successful at the other end, which we did. We had very positive feedback from our investors, who were grateful that they could join us online, despite the COVID environment that we live in. And it provided a very transparent way of questions being asked and answered. And as much as possible, we tried to keep it like it was the same format as though we were having it in person."

"And so with Collins Foods, I don't like to use the word by happenstance but two weeks before the lockdown here in Queensland, we had actually had a scenario where we had done some scenario training to test and practice our crisis management manual. And a week later after that, we actually had ... We had a case where we put that plan through its real paces. And so, we'd already had a practice run and then we were able to redeploy it and then fine tune it again. And then from there, we fine-tuned it again. So, it's been very interesting in terms of having that plan in place and knowing that we'd done those simulations and just how close the actual event was to what we had planned."

- Fran Finucan

Summary of episode

· Collins Foods Limited franchisee of KFC and Taco Bell

· Sizzler to close in Australia but continues to operate very strongly in Thailand and Japan

· Business Continuity Plan (BCP)

· Modern Slavery Reporting

· Risk Register

· Executive Remuneration

· Hybrid and Virtual AGM

· Crisis Management

· Scenario...

In this episode of YS Up Governance and Boards Podcast, 3YS Owls Governance Consultants, Ainslie Cunningham and Deb Anderson interview Theo Vairaktaris. Theo is founder and sole owner of the Taris Property Group and the award winning Usher Group. The Usher Group started out as a humble small painting business on the Gold Coast. Almost two decades on, the Usher Group is recognised as one of the construction and trade industry's most recognisable businesses.

We explore with Theo the growth of the Usher Group from a small painting business to a company that now works across nine different service areas and the importance of core values, agreed behaviours, purpose and passion in building a resilient culture and brand.

"I think if they're stuck in a rut, I think coming back to those basic levels and understanding what's your purpose. I believe if you've got your purpose clear, and you find your passion in that purpose, then you're going to deliver an awesome product. Those three things there for me was really, really clear in my journey that I was highly passionate, and I had a purpose, which helped me deliver an awesome product. And then the next three was obviously people, culture and brand.

So, I think once your purpose is clear and you understand truly what you're focusing on, and you're really clear about that, then you can really find your... It really ignites you again. Sometimes we get a bit grey. We find ourselves in a, "What am I really doing? What's my real purpose? What am I selling?" or, "What's my service?" or, "What problem am I solving?" I think we've got to be really clear about what's my goal here, what's my aim? I think if we can find and really define that, then we can be really clear with our people. We can be really clear about our strategic direction, and then we can really be clear about what results we want to achieve. So sometimes it's just coming back to those core basics, purpose and passion."

- Theo Vairaktaris

Summary of episode

· The importance of People and Culture

· Brand

· Strategy

· The importance of a mentor

· DiSC profiling

· "Your Project Partner"

· Usher Love - charitable foundation

· Some of the challenges Theo faced in growing the business and his tips on how to overcome some of the challenges faced by business owners

About Theodore Vairaktaris

As the founder and sole owner of the Usher Group, Theodore Vairaktaris started out as a humble small painting business on the Gold Coast. Almost two decades on, the Usher Group is recognised as one of the construction and trade industry's most recognisable businesses.

Painting is still at the heart of what the Usher Group does, yet today the company work across nine different service areas including solid plastering, signage, property maintenance, swinging stage and mast climber access solutions, electrical, refrigeration and mechanical, landscaping and labour-hire.

With such an expansive collection of services at Usher Group, their strongest belief is that they establish...

In this episode of YS Up Governance and Boards Podcast, 3YS Owls Governance Consultants, Ainslie Cunningham and Deb Anderson interview Dr. Attracta Lagan who is the Co-Principal at Managing Values Pty Ltd. We explore with Dr. Lagan the behavioural science of fraud and cultural audits, system 1 and system 2 thinking, the work of some Nobel Prize winners, including Richard Thaler and Elinor Ostrom and Zappo's as an example of the importance of valuing culture within an organisation.

" It's a cultural audit. So, it works on three levels. We would go in and we would do focus groups across each section in the organisation. We would do one to one interviews with the leadership team, because what we're trying to see is there a shared idea, shared success formula for the organisation, because believe it or not, when you go into the leadership team, people often assume that everyone thinks like me. And the first thing that we discover when we do a cultural audit at the top, is that not all the leaders are thinking in the same way.

So, you've got your cross section, with focus groups, you've got your individual one to ones, and then we do an electronic diagnostic through an organisation. So, the last organisation, we worked with had 135,000 employees. So, there's no way we were going to be able to do you know, focus groups with everyone.

So, we did focus groups a representative sample of the organisational size. We did the one to ones with Exco members, and then we sent in an electronic survey. And so, we're comparing those three sources of truth basically. And what you find often is that the view from the top is much rosier than the view from the bottom.

And then you've got a different view in the middle. And then what you do with the results is that you feed it back to each of those three groups. So, we're verifying. Is this your experience? What perhaps is leading you to this conclusion? What needs to happen for you to change your idea of how things happen here? We all suffer from 173 biases and shortcuts in the way we think this is what the science tells us.

So increasingly we're challenging people to think about the assumptions they bring to the table, because you're not coming into an organisation. You're not developing your strategy from square one. You're actually projecting onto your strategy, all your assumptions, people are inherently lazy, people aren't self-motivated, all those other things. "

- Dr. Attracta Lagan

Summary of episode

· Behavioural science of fraud

· Cultural audits

· The impact of sets of eyes poster's watching over trading rooms

· System 1 and System 2 thinking by Daniel Kahneman - Recipient of 2002 Nobel Memorial Prize in Economic Sciences

· Behaviour science is a combination of psychology, sociology, evolutionary science

· Richard Thaler's nudge theory

· The influence of social media on culture

· The...

In this episode of YS Up Governance and Boards Podcast, 3YS Owls Governance Consultants, Ainslie Cunningham and Deb Anderson interview Maria Newman and AnnMarie Rodgers from Marsh and McLennan Group of Companies. We explore with Maria and AnnMarie current challenges in the insurance market, including 14 consecutive quarters of pricing increases in the Pacific with one of the largest being Q2 2020 and based on Marsh's benchmarking data for ASX 100 clients, renewal in the first two quarters of this year, Directors and Officer's (D&O) premium spend is up 170% on average and in some extreme cases they are up 600% with retentions soaring also up to 300%.

"I think also, Ainslie, just to your point around what can organisations do in terms of attracting the right type of director or talented directors. I think if you're on a board, if you're the director of an organisation is making sure that you understand I suppose the impact on your D&O cover, that those business activities are going to have, and take a really keen interest in what's happening with that insurance renewal as well.

I suppose our approach is where we can in terms of D&Os to ask our clients to actually sort of be involved in that presentation to the market. One, nobody knows your business obviously better than you do. And if you can sort of talk through what your risks are, what your risk profile is with an underwriter, that's really important. But equally important as well is giving for us perhaps going into boards and actually giving those boards presentations about what the drivers are and what an insurer is perhaps looking at and what's going to be the driver in that next renewal. Because if you sit in a number of boards, it might be different for each different organisation as you'd know. So just getting an idea of what that means for you and being involved in and making sure that you've got, as Maria says, you've got the broadest coverage come renewal."

- AnnMarie Rodgers:

"So, the challenge really is finding that right mix, level or right balance between the mounting cost of insurance and the right mix or level of protection for directors. So, companies and directors potentially facing a decision to reduce coverage or eliminate coverage in certain areas. So, it's really important that you have an understanding of what you have and then the insurance market also has an understanding of your business.

In terms of anything more creative on the larger scale, some larger companies, and it doesn't need to be a very large company, they're turning more into captives. So, from January to July this year, Marsh created 76 new captives. So that's about, if you look at year on year growth, that's about a 200% year on year growth. So where they can do it, where it's appropriate to a company, they're turning more into captives so that they can remove themselves from the volatility of that market and have more control around how they're transferring that risk."

- Maria Newman

Summary of episode

· Natural Catastrophe Insurance

· Challenges in the Directors and Officers (D&O) Market

· Captives as an alternative risk transfer...

In this episode of YS Up Governance and Boards Podcast, 3YS Owls Governance Consultants, Ainslie Cunningham and Deb Anderson interview Fiona Robertson. Fiona is a culture and leadership expert and her first book, Rules of Belonging - change your organisational culture, delight your people and turbo-charge your results, was published in 2020. We explore with Fiona in-depth the "Rules of Belonging", some neuroscience and psychological safety research, the relationship between culture and strategy and some common virtues of good leaders.

"Look, the one thing I've seen a lot of, which I think doesn't work, is I've seen a lot of people who try to recruit their way to a new culture. So, the logic seems sound when you first look at it. So, they'll say things like, "If we just hire more ethical people, then we'll have more ethical decision-making.

If we just hire people who are more creative, then we'll get more innovation," and so on and so forth. And what happens is that those people will join the organisation and they'll do what I said before. They'll look around, they'll figure out what it takes to belong in that place, and they will slowly, but surely begin to adopt that behaviour as their own or they will opt out.

So, if they feel that they can't or won't earn belonging in their new place, they will opt out either through their own choice or because the immune system of the organism will reject them. And so that whole idea of, "We can recruit our way to a new culture," just doesn't work. People go native or they leave."

- Fiona Robertson

Summary of episode

· Rules of belonging

· Culture

· Leadership

· Maslow's hierarchy of needs

· The importance of belonging to a group

· Research of Professor Amy Edmondson into psychological safety

· Neuroscience research of Professor Matthew Lieberman who heads up the Cognitive Neuroscience Unit at UCLA and his experiment which proves that the human brain cannot distinguish social pain from physical pain, using a functional MRI machine.

· Engagement surveys

· Change management

About Fiona Robertson

Fiona Robertson is a culture and leadership expert who holds an MBA from London Business School and is a Graduate of the Australian Institute of Company Directors and the Institute of Executive Coaching and Leadership. She is the former Head of Culture for the National Australia Bank (NAB), where she spent 12 years in senior...