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Document Sample
Conscious
Governance
The new face of leadership
Monash
Governance
Research Unit
December 2004
Steven N. Bowman
LifeMastery Pty Ltd
17 Gordon Grove, Malvern, Vic 3144,
Phone: 03 9509 9529, Mobile: 0438 325 782
email: bowman@lifemastery.com.au
web: www.lifemastery.com.au
INDEX
Index .............................................................................................................. 2
1 Background to Emphasis on Governance .......................................... 3
2 Issue: Prescription vs Conscious Governance .................................. 4
3 Characteristics of A Conscious Board ................................................ 5
4 Characteristics of An UnConscious Board ......................................... 6
5 Characteristics of An Anti-Conscious Board...................................... 7
6 Framework for Conscious Governance............................................... 8
7 Curriculum Vitae of facilitator .............................................................. 9
7.1 Activities of LifeMastery ......................................................................... 10
7.1.1 Customised Board Enhancement Programs.................................... 10
7.1.2 Strategic Board Self-Assessment .................................................... 10
7.1.3 Strategic Governance and Operations Audit ................................... 10
7.1.4 Strategic Plan Facilitation................................................................. 11
7.1.5 Operational and Business Plan Facilitation...................................... 11
7.1.6 Risk Management Planning Facilitation ........................................... 11
7.1.7 New Revenue Generation Facilitation.............................................. 11
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1 BACKGROUND TO EMPHASIS ON GOVERNANCE
Corporate Failures
• Enron, Worldcom, Parmalat, HIH, Onetel
Corporate Reputation
• NRMA, Coles Myer, NAB
Increased regulatory interest
• Sarbanes-Oxley, ASXCGC, CLERP 9
Increased commentary by those who can
• Standards Australia
• Professional Associations
• Newspapers
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2 ISSUE: PRESCRIPTION VS CONSCIOUS GOVERNANCE
A sophisticated compliance and governance system is only as useful as the people responsible for
it.
Conscious Governance:
Board processes have been well documented, and it is now time to move on to the
! Insight
! Passion
! Enthusiasm
! Excitement and
! Energy
that should be the right of every Board and the contribution of every Board member
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3 CHARACTERISTICS OF A CONSCIOUS BOARD
! Focus on integrity, trust, creativity, intuition, innovation, freedom, flexibility and
generosity.
! Search to create conditions for cohesion, community spirit, and mutual
accountability.
! Recognition of the importance of strategic alliances with suppliers and
customers.(corporate well being)
! Shift from control to trust, fear to truth, privilege to equality, and fragmentation to
unity.
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4 CHARACTERISTICS OF AN UNCONSCIOUS BOARD
! Lack sense of share vision
! Operate in comfort zone of complacency
! Poor leadership, uninterested in people’s views
! Poor, unaware Communication
! Hurried decisions based on inadequate data
! No one responsible
! Incoherent , ambiguous strategic direction
! Unclear board structure, processes , resources.
! Board members don’t have clear understanding of their role, responsibility,
micromanage
! Accountability arrangements unclear, weak
! Lack of probing into issues, dependent on collegiate influence
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5 CHARACTERISTICS OF AN ANTI-CONSCIOUS BOARD
! Club culture or culture of self delusion
! Dysfunctional relationship between CEO and chair/board
! Favoring particular interests
! On the defensive
! Elite power base, either in or out of favor
! Punitive climate of fear, staff are unable to speak out to challenge
! Fixed point of view
! Work climate permeated with negative, judgmental attitudes, constant criticism,
blaming and us versus them attitude
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6 FRAMEWORK FOR CONSCIOUS GOVERNANCE
Framework
1. Invite conscious people on to the Board
2. Recognise and implement role of Board
3. Facilitate individual Board member consciousness levels
4. Board evaluation
Strategies to achieve Conscious Directors
Invite conscious people onto Board.
Characteristics
! Ability to ask probing questions.
- strategic
- ethical and
- compliance
! Conscious seeking of truth.
- not easily influenced by others,
- not dependant on collegial atmosphere,
- have sought independent verification
! Willingness to accept intuition.
! Understanding of risks and consequences.
! Automatically considers multiple scenarios.
! Willingness to confront facts and mistakes, and correct them
! Ownership of performance targets
! Custodian of the vision
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7 CURRICULUM VITAE OF FACILITATOR
Steven Bowman
Experience
Steve is one of Australia’s leading Corporate and Not for Profit executives, having
previously held positions as National Executive Director of the Australasian Institute of
Banking and Finance, Australian Society of Corporate Treasurers, General Manager of
ExpoHire (Australia) Pty Ltd, Assistant Director of the Australian Society of CPAs, and
Director of the American College of Health Care Administrators. He was until recently
Managing Director of Enterprise Care Not for Profit Services. He is a past President of the
Australian Society of Association Executives, and has held numerous other
Board/Committee of Management positions. He has consulted to a wide range of
professional, trade, welfare, philanthropic and charitable Not for Profit organisations.
Qualifications
Bachelor of Applied Science (Speech Pathology) La Trobe Uni. Melbourne
Graduate Diploma of Communication Disorders La Trobe Uni. Melbourne
Master of Arts (Speech Pathology) George Washington Uni Washington DC Master of
Association Management George Washington Uni Washington DC
Certificate in Association Management Mt Eliza Business School
Advanced Certificate in Association Management Mt Eliza Business School
In addition, Steve Bowman is co-author of the acclaimed Australian Not for Profit texts:
" The Secrets to Developing Strategic Plans that Work
" Risk Management Strategies and Techniques for Not for Profits
" Strategic Customer Management for Not for Profits
" Developing Not for Profit Performance Management Systems
" Reviving Staff Performance & Productivity in Not for Profit Organisations
" Directors Induction Manual
" Good Governance Guide
" Practical Board Appraisal Techniques
" Membership marketing that gets results
" The Not for Profit Board and Management Guide
Professional Memberships
Fellow-Australian Institute of Company Directors
Fellow-Australian Society of Association Executive
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7.1 Activities of LifeMastery
7.1.1 Customised Board Enhancement Programs
The Customised Board Enhancement Programs are focused, information rich training programs that
provide Board members with the latest legal, compliance, strategic, risk management and best
practice processes in governance. These programmes have been developed to include all best
practice issues (including the ASX and Standards Australia guidelines), all compliance issues, the
collective wisdom of over 2000 Board members personally trained over the past three years, and
practical tools and techniques that have been tested in Board rooms throughout Australia, as well as
specific issues facing your organisation.
7.1.2 Strategic Board Self-Assessment
LifeMastery consultants are skilled at facilitating the Board's understanding of its role, its
responsibilities, and its value add to the strategic process. LifeMastery provides a robust tool for
measuring the effectiveness of the Board in all these areas. More importantly, this process provides
insights into the work of the Board, and practical strategies and tools to improve the process and the
outputs of the Board. In addition, this process provides a framework for succession planning for the
Board. Based on survey and interviews, the Strategic Board Self-Assessment provides a Charter for
the Board, analysis of Board activity and effectiveness against this Charter, practical
recommendations for action, and support to the Board and CEO in achieving the necessary changes.
This is an incredibly powerful process. The Strategic Board Self-Assessment is a survey instrument
that is customised for the needs of your organisation.
There are four types of Board Self-Assessments that are available (Group, Individual, Grouped
Individual and Stakeholder Surveys). The overall aim of the Board Self-Assessment is to enable the
Board, as a whole, to review its effectiveness and to gain a better understanding of its role,
responsibilities and operating procedures. This understanding together with a framework for
appraising Board performance can deliver substantial improvement in the achievement of
organisational objectives. (Steven Bowman is also co-author of the best selling "Inspired Boards-
Practical Board Appraisal Techniques" 2002).
7.1.3 Strategic Governance and Operations Audit
LifeMastery consultants conduct site visits to undertake a comprehensive audit of Board processes,
Board compliance responsibilities and operational issues that directly affect the governance of the
organisation. This audit not only provides a detailed report on all aspects of governance and relevant
operational activities (eg performance management, financial controls, risk management etc), but also
provides recommendations for improvement. In addition, and arguably the most empowering
component of this audit, each of the areas that are in need of rectification or improvement are either
addressed on the spot (eg sample policies provided, Constitution reviewed and rewritten, procedures
developed, charters drafted etc), or tools are provided to allow the staff or committees to efficiently
address the issues identified. The LifeMastery Strategic Governance and Operations Audit covers key
areas such as the constitution, Board succession planning and skills matrix, induction program, roles
and structure, delegations of authority, Board policies, quality assurance processes, strategic plan,
operational plan, risk management plan, ethical decision making processes, performance
management systems, volunteer development systems, team processes, financial benchmarks,
financial reporting, Board/staff relationships, project planning skills, contract management processes,
financial systems, administrative systems, staffing structure and human resource processes.
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7.1.4 Strategic Plan Facilitation
LifeMastery consultants are skilled and experienced in facilitating robust, time-efficient strategic
planning techniques to provide a focused, vision driven strategic plan. The LifeMastery strategic plan
facilitation process is unique from all others in that it provides a structure to embed the strategic plan
into the Governance and operational framework of the organisation. Powerful success measures, a
unique vision and ethics filter, strategic reporting frameworks and strategic thinking processes are
end results of the LifeMastery Strategic Planning process. The LifeMastery Strategic Plan Facilitation
occurs over either a 1½ day retreat (recommended) or a 1 day retreat.
7.1.5 Operational and Business Plan Facilitation
LifeMastery consultants can facilitate the development of operational and business plans with your
organisational staff, which reflect the strategic directions of the organisation. Over one day, the
powerful operational planning techniques utilise the vision of the organisation, reflect the key
strategies of the strategic plan, provide staff developed key objectives for each Department, detailed
action plans that reflect the key objectives and the strategic plan, team Key Performance Indicators
and personal Key Performance Indicators that reflect the operational plan.
7.1.6 Risk Management Planning Facilitation
The LifeMastery Risk Management Planning Process is very efficient, logical and encompassing. The
process includes an interactive risk management seminar for selected staff/Board members,
stakeholder analysis, risk identification surveys, staff workflow analysis, analysis of strategic and
business plans, analysis of asset register, benchmarking against like organisations, development of
risk library, analysis and ranking of risks, risk treatment options, and embedding risk management
practices into the organisation, at the staff and Board level. Steve Bowman was responsible for the
Victorian Government auspiced Review of Risk Management for the Adult and Community Education
sector, and is also a much sought after speaker on the topic of risk management throughout Australia.
He has published a number of books and articles on the subject.
7.1.7 New Revenue Generation Facilitation
LifeMastery consultants can facilitate planning workshops on new revenue generating activities that
are core to the Vision/Mission of your organisation. The New Revenue Generation Facilitation
provides you and your organisation with a unique way of using your Vision, Mission and existing
programs to develop new services and products with new or existing markets, and still stay true to
your Mission. There are numerous potential revenue generating activities unique to your organisation
that are just waiting to be identified, all of which will greatly enhance your ability to deliver against
your Mission as well as ensure your financial stability.
Contact Steven Bowman for a proposal or quote on providing these services on (03) 9509 9529 or
0438 325 782 or email bowman@lifemastery.com.au
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