Enterprise technology governance: New information and technology core competencies for boards of directors

Boards of directors have legal and ethical responsibilities to be competent. Yet, in a world where business models and whole sectors are being disrupted by rapid information and technology change, a majority of directors lack IT governance knowledge and skills. Individual IT competency and collective board Enterprise Technology Governance capability is a global problem. Without capability, boards are potentially flying blind, and risk is increased and opportunities to lead and govern digital transformation lost. To address this capability gap, this research provides the first multi-industry validated Enterprise Technology Governance competency set for use in board evaluation, recruitment and professional development.

Directors and officers insurance – Recent critical issues in Australia and New Zealand

Directors and Officers Liability Insurance (“D&O insurance”) has grown and evolved rapidly over the past 80 years to assume an important position in most corporations’ corporate governance and risk management strategies. This article focuses upon certain topical matters of particular concern to directors and officers including the availability of defence costs where a D&O policy is subject to a statutory charge; the commercial desirability of stand-alone “A-side” coverage, being the cover provided directly to directors and officers for loss resulting from claims made against them for wrongful acts; the impact of fraud and/or dishonesty upon D&O cover; and disclosure of the nature and extent of D&O cover to the directors and officers themselves and to third parties – in the latter case such access frequently being necessary to determine the economic viability of pursuing a proposed action against a company and its directors and officers.

Governance of enterprise Information and Technology: A new core competency for boards of directors

With the level of digital disruption that is affecting businesses around the globe, you might expect high levels of Governance of Enterprise Information and Technology (GEIT) capability within boards. Boards and their senior executives know technology is important. More than 90% of boards and senior executives currently identify technology as essential to their current businesses, and to their organization’s future. But as few as 16% have sufficient GEIT capability. Global Centre for Digital Business Transformation’s recent research contains strong indicators of the need for change. Despite board awareness of both the likelihood and impact of digital disruption, things digital are still not viewed as a board-level matter in 45% of companies. And, it’s not just the board. The lack of board attention to technology can be mirrored at senior executive level as well. When asked about their organization’s attitude towards digital disruption, 43% of executives said their business either did not recognise it as a priority or was not responding appropriately. A further 32% were taking a “follower” approach, a potentially risky move as we will explain. Given all the evidence that boards know information and technology (I&T***) is vital, that they understand the inevitably, impact and speed of digital change and disruption, why are so many boards dragging their heels? Ignoring I&T disruption and refusing to build capability at board level is nothing short of negligence. Too many boards risk flying blind without GEIT capability [2]. To help build decision quality and I&T governance capability, this research: • Confirms a pressing need to build individual competency and cumulative, across-board capability in governing I&T • Identifies six factors that have rapidly increased the need, risk and urgency • Finds that boards may risk not meeting their duty of care responsibilities when it comes to I&T oversight • Highlights barriers to building capability details three GEIT competencies that boards and executives can use for evaluation, selection, recruitment and professional development.

Leading Digital Transformation: Building Technology and Information Governance Capability in Boards of Directors and the C-Suite

Information and technology and its use in organisation transformation presents unprecedented opportunities and risks. Increasingly, the Governance of Enterprise Information and Technology (GEIT) competency in the board room and executive is needed. Whether your organization is small or large, public, private or not for profit or whether your industry is not considered high-tech, IT is impacting your sector – no exceptions. But there is a skill shortage in boards: GEIT capability is concerningly low. This capability is urgently needed across the board, including those directors who come from finance, legal, marketing, operations and HR backgrounds. Digital disruption also affects all occupations. Putting in place a vision will help ensure emergency responses will meet technology-related duty of care responsibilities. When GEIT-related forward thinking and planning is carried out at the same time that you put your business strategy and plan in place, your organization has a significantly increased chance of not only surviving, but thriving into the future. Those organizations that don’t build GEIT capability risk joining the growing list of once-leading firms left behind in the digital ‘cloud of smoke’. Those organizations that do will be better placed to reap the benefits and hedge against the risks of a digital world. This chapter provides actionable, research-based considerations and processes for boards to use, to build awareness, knowledge and skills in governing technology-related organization strategy, risk and value creation.

Nonprofit Boards in Australia: A Distinctive Governance Appoach

This article reports the findings into patterns of governance on nonprofit boards in Australia. The research surveys 118 boards, upon which serve a total of 1405 directors. The findings indicate that nonprofit boards can mimic some aspects of a shareholder approach to governance. But nonprofit boards, in the main, indicate priorities and activities of a stakeholder approach to governance. The features of `isomorphism' that arise largely stem from legislative requirements in corporate governance. Generally, nonprofit directors are influenced by agenda and motivations that can be differentiated from the influences upon director activity in the corporate sector. The study indicates that nonprofit boards prize knowledge and loyalty to the sector when considering board composition. The survey suggests nonprofits ``compensate'' for the demands placed upon them about fiduciary duty and due diligence responsibilities with the diverse intellectual expertise of non-executive directors. Nonprofit boards possess greater diversity than boards in the corporate sector; they include more women as directors than corporate boards and they include a greater proportion of directors from minority groups. While strategic issues feature significantly as a task of the nonprofit board, they distinguish themselves from their corporate counterparts by engaging in operational management. The findings indicate that, in the main, directors on nonprofit boards deliberate and operate in ways distinctive from their corporate counterparts. Such findings offer a contribution to the reform of Corporations Law in other countries and the likely consequence on boards outside the corporate sector.

From the account manager’s conscience to top-of-mind : account planning in Australia

What began as the “account manager’s conscience” has grown to be top-of-mind in Australian advertising today. Account planning is a hybrid discipline which uses research to bring the consumer voice to the campaign process during strategy generation, creative development and evaluation. In Australia, account planning is subjected to the “Vegemite Factor” where planners are spread too thinly across accounts and much of the market is dominated by freelance researchers and planners. This unique environment has shaped many different perceptions of account planning in Australia. These are compared with an international definition of account planning and the current research. While many basic tenants of the definition are shared by Australian advertising professionals, the difference appears to be in the ongoing nature, team approach and level of commitment. In Australia, account planners seem to be more facilitators of the strategic direction, than directors of it. Instead of exerting a sustained influence across the campaign, most energy appears to be expended at the start of campaign development, rather than extending through to its evaluation.

Capability green

Tract consultants are a landscape architecture practice, founded in 1973 as an offshoot to the highly innovative, interdisciplinary design and build company Merchant Builders, and was perhaps the first truly corporate practice of this type in Australia. Founding directors Rodney Wulff and Steve Calhoun were both instrumental in establishing the undergraduate landscape architecture course at RMIT University, and bringing our Jim Sinatra, who had taught Calhoun at the University of Iowa. Wulff remained for many years the holder of the only doctorate in landscape architecture in the country. This combination of an academic, design and professional agenda was a rich one for Tract in their early days. This founding generosity and interest in the intellectual aspects of landscape architecture continues in relation to the university in a number of ways, including information ones, such as the regular employment of applicants who fail to get into the course at RMIT. In preparing them for re-applying, he has given a number of individuals a way into the profession that the university could not allow.

Internal audit quality, audit committee independence, growth opportunities and firm performance

This study explores whether the relation between internal audit quality and firm performance is associated with firm characteristics of information asymmetry and uncertainty (growth opportunities) and certain governance controls (audit committee effectiveness). The results from this preliminary study of 60 Malaysian companies show that the association between internal audit quality and firm performance is stronger for firms with high growth opportunities and that this positive association is weakened by increasing audit committee independence. These findings demonstrate the internal auditors conflicting roles and question the governance recommendations that require all members of the audit committee to be non-executive directors.

Supervision practice for allied mental health professionals within a large mental health workforce : exploring the phenomenon

This paper reports on an exploration of the concept of 'supervision' as applied to allied health professionals within a large mental health service in one Australian State. A two-part methodology was used, with focus group interviews conducted with allied health professionals, and semi-structured telephone interviews with service managers. Fifty-eight allied health professionals participated in a series of seven focus groups. Semi-structured interviews were conducted with the Directors or Managers of mental health services in all 21 regions in the state. Allied health professionals and service managers both considered supervision to be an important mechanism for ensuring staff competence and best practice outcomes for consumers and carers. There was strong endorsement of the need for clarification and articulation of supervision policies within the organization, and the provision of appropriate resourcing to enable supervision to occur. Current practice in supervision was seen as ad hoc and of variable standard; the need for training in supervision was seen as critical. The supervision needs of newly graduated allied health professionals and those working in rural and regional areas were also seen as important. The need for a flexible and accessible model of supervision was clearly demonstrated.

Effective employment-based training models for childcare workers

Childcare workers play a significant role in the learning and development of children in their care. This has major implications for the training of workers. Under new reforms of the childcare industry the Australian government now requires all workers to obtain qualifications from a vocational education and training provider (eg. Technical and Further Education) or university. Effective models of employment-based training are critical to provide training to highly competent workers. This paper presents findings from a study that examined current and emerging models of employment-based training in the childcare sector, particularly at the Diploma level. Semi-structured interviews were conducted with a sample of 16 participants who represented childcare directors, employers, and workers located in childcare services in urban, regional and remote locations in the State of Queensland. The study proposes a ‘best-fit’ employment-based training approach that is characterised by a compendium of five models instead of a ‘one size fits all’. Issues with successful implementation of the EBT models are also discussed

The paradox of transparency : short-termism and the institutionalisation of Australian capital markets

As the ultimate corporate decision-makers, directors have an impact on the investment time horizons of the corporations they govern. How they make investment decisions has been profoundly influenced by the expansion of the investment chain and the increasing concentration of share ownership in institutional hands. By examining agency in light of legal theory, we highlight that the board is in fact sui generis and not an agent of shareholders. Consequently, transparency can lead to directors being 'captured' by institutional investor objectives and timeframes, potentially to the detriment of the corporation as a whole. The counter-intuitive conclusion is that transparency may, under certain conditions, undermine good corporate governance and lead to excessive short-termism.

Optimal monitoring in family-owned companies? Evidence from Asia

Manuscript Type: Empirical Research Issue: We propose that high levels of monitoring are not always in the best interests of minority shareholders. In family-owned companies the optimal level of board monitoring required by minority shareholders is expected to be lower than that of other companies. This is because the relative benefits and costs of monitoring are different in family-owned companies. Research Findings: At moderate levels of board monitoring, we find concave relationships between board monitoring variables and firm performance for family-owned companies but not for other companies. The optimal level of board monitoring for our sample of Asian family-owned companies equates to board independence of 38%, separation of the Chairman and CEO positions and establishment of audit and remuneration committees. Additional testing shows that the optimal level of board monitoring is sensitive to the magnitude of the agency conflict between the family group and minority shareholders and the presence of substitute monitoring. Practitioner/Policy Implications: For policymakers, the results show that more monitoring is not always in the best interests of minority shareholders. Therefore, it may be inappropriate for regulators to advise all companies to follow the same set of corporate governance guidelines. However, our results also indicate that the board governance practices of family-owned companies are still well below the identified optimal levels. Keywords: Corporate Governance, Board Independence, Board of Directors, Family Firms, Monitoring.

The new wave : a Brisbane perspective : La Boite Theatre Company's distinctive contribution

In 1967 Brisbane Repertory Theatre made a decision that was to change the city's cultural landscape in a significant and lasting way. Faced with crippling theatre rental costs, Brisbane Rep. found a realistic solution by converting one of its properties - an old Queenslander - into a unique theatre space. The theatre-in-the box that emerged, aptly called La Boite, opened on 23 June 1967 with a production of John Osborne's Look Back in Anger. This experimental space excited the imagination of a new, younger audience not previously interested in Brisbane Rep's essentially conservative fare. It attracted a new group of directors and actors keen to be part of a changing repertoire that embraced more radical, non-mainstream productions, some of which were of Australian plays. The decade after 1967 was a period of change and development unprecedented in La Boite's history. Since then the company has sustained and grown its commitment to Australian plays and the commissioning of new works. To what extent was this most significance moment in La Boite's transformational journey influenced by southern 'new waves' of change? With the benefit of hindsight, it is now time for a re-consideration of Brisbane's distinctive contribution to the New Wave.