April 2015 - Australian Institute of Company Directors
Transcription
April 2015 - Australian Institute of Company Directors
QLDdirector Issue 54 | APRIL 2015 companydirectors.com.au INSIDE 2 State Manager update 3 Shareholder engagement in the Age of Activism 4 Brisbane events 4 Introducing John Brogden AM FAICD 5 Regional events 5 NFP governance – how do you measure success? 6 Diary dates 6 Welcome new members The Honourable Joe Hockey MP speaking at our recent Leaders’ Edge Lunch The need for a grey army Leaders’ Edge Luncheon with the Hon J.B. Hockey MP, Treasurer of the Commonwealth of Australia Federal Treasurer, the Honourable Joe Hockey MP, addressed the Leaders’ Edge Lunch in partnership with Griffith University Business School on Friday 6 March, discussing the fiscal and economic opportunities for Australia over coming years. Every five years, the Australian Government produces an Intergenerational Report (IGR) that assesses the long-term sustainability of current Government policies and how changes to Australia’s population size and age profile may impact on economic growth, workforce and public finances over the next 40 years. The Intergenerational Report is the social compact between the generations – children, grandchildren, parents, grandparents and each other. The Treasurer projected that life expectancy is increasing and will reach 88 years for men and 90.5 years for women. It will even be higher if you take into account expected improvement in health and new technologies. The Treasurer also advised that for Australia to drive higher levels of prosperity through economic growth, we must increase productivity and participation. If we are to achieve these goals we need to encourage those currently not in the workforce, there is a call to arms for older people to come back to work and women, to enter, re-enter and stay in work, where they choose to do so. It is crucial that we need the grey army. Our productivity improvement is the biggest driver of prosperity and income growth. Invest in new capital and infrastructure, innovation and technology, entrepreneurship and competition, skills and education. To build a stronger Australia, we need to be able to afford our future. The IGR shows we have made considerable progress in putting the budget back on track, although more needs to be done. In responding to the IGR, the Government will continue to promote growth, jobs and opportunity so that we can relieve the burden on Australians and unlock the immense potential of our future. The Treasurer stated we must continue to make the changes that unlock the vast potential of Australia’s future. NEWSLETTER SPONSORED BY QLD GOLD CORPORATE PARTNER Contact us: QLD Division, GPO Box 73, Brisbane QLD 4001 t: 07 3222 5500 f: 07 3222 5522 e: [email protected] 1 QLDdirector | APRIL 2015 STATE MANAGER UPDATE Richard Moore GAICD State Manager, QLD and International (Pacific) Australian Institute of Company Directors In a recent discussion, an important issue was raised around the role of the board to effectively manage its own succession risk. It was agreed one of the key roles of any board is to continually ensure that it has the right set of skills, talents and attributes represented in its board members. There is an increasing demand for highly qualified, dedicated, conscious and talented directors who truly add value to the organisation. A conscious board will develop a succession plan that provides guidance on identifying and sourcing potential board members who can fulfil key requirements. This succession plan helps appoint new directors quickly in a structured manner, and the board can continue its business without disruption, meeting any business challenges that are encountered. When developing the board’s own succession, the key questions to be asked include: • What skills, talents and attributes does our organisation require? • What current gaps are there on the board? • How do we find people with these skills, talents and attributes? • Once we have found the people, how do we attract them to our board? Effective succession planning also involves: • Clearly defined roles for the chair and board members • An effective performance management structure that enables identification of potential successors to the chair; and recognition of the gaps between the board members’ current sets of competencies and the competencies required to credibly step up to the chair. QLD Division, GPO Box 73, Brisbane Qld 4001 t:07 3222 5500 f:07 3222 5522 e:[email protected] Newsletter written by: QLD State Office. For more information or to submit content, contact us. Disclaimer: The opinions expressed in QLD Director do not necessarily represent the views of the Australian Institute of Company Directors nor the publication. While every effort has been made to ensure accuracy, no responsibility can be accepted by the publisher for omissions, typographical or printer’s errors, inaccuracies or changes that may have taken place after the publication. All rights reserved. Learn your director responsibilities Regional Company Directors Courses Boost the performance of your business through an understanding of good governance principles and practices by attending our Company Directors Course. Sunshine Coast 13 to 17 May 2015 Darling Downs 22 to 26 June 2015 Central Queensland 15 to 19 July 2015 North Queensland 17 to 21 August 2015 Enrol today t: 07 3222 5500 w: companydirectors.com.au/cdc 2 Shareholder engagement in the age of activism – Are you ready for the active shareholder? Understanding the activists’ agenda Sally Freeman National Managing Partner Risk Consulting, KPMG With the newspapers filled with stories of a rising tide in shareholder and stakeholder activism in Australia, boardrooms have to be asking this question. Shareholder activism can occur from different ends of the investor spectrum - wealthy and influential investors, small share-owners, now being joined by superannuation funds and other shareholders that are stepping up their engagement with organisations. Australia is seeing a dramatic increase in activism, which has traditionally been more prevalent in the US. The noise around the Westfield demerger in 2014, Solomon Lew’s stake in David Jones and the Seven Group’s failed attempt to acquire Nexus Energy, all serve as recent examples of increasing activity among shareholders and the shifting dynamics within the Australian business environment.1 We have seen the financial services sector specifically targeted for their funding relationship with companies perceived to be environmentally damaging. Activist investors are looking for opportunities to disrupt and are challenging boards and executives across areas of governance, strategy, operations and sustainability – all in the name of maximizing shareholder value. Even in the US, where activism has been more commonplace, companies are often caught on the hop, generally responding to campaigns rather than being ahead of them. Australian companies need to learn from those lessons and prepare for threats before they happen. Performing vulnerability assessments is key. These assessments offer boards an independent understanding of the risks and opportunities facing their companies and position them to address risks and challenge management to improve longterm performance, before an activist comes knocking. In order to be truly strategic, boards and management should be addressing the issues that currently attract activists and trying to anticipate the likely issues of the future. Building strong relationships with shareholders is a critical part of the solution. Stakeholder engagement The board’s role in overseeing the development and implementation of the stakeholder engagement framework is also key. Boards should be identifying those stakeholders with whom they should be establishing relationships, both formally and informally, and implement an engagement plan. Social media Social media allows for an unprecedented ability to gather and communicate to mass audiences. Shareholders can locate one-another, connect and cooperate to achieve disruptive ends. Activists are increasingly using social media to launch attacks. This poses multiple risks to the company and puts the board, management and the company’s response in the spotlight. A well thought through social media strategy can help organisations manage these risks and should form part of the broader stakeholder engagement framework. The strategy should establish a framework that provides for a high degree of coordination between corporate communications, investor relations, management and the board and is supported by monitoring and escalation procedures. The cornerstone of an effective ongoing social media risk management strategy is an effective intelligence monitoring program, which should intimately know the risk landscape, risk-relevant issues, communities and web- locations, for each brand and be sensitive to emerging risks - ensuring that organisations are first to know when a campaign originates, why it has emerged, who is driving it, and its likely and possible material impact. An effective social media strategy also contains provision for fast action. Monitoring without action is largely inept in a crisis situation. Company statements and other official collateral should be devised to suit the nature of the concern and disseminated to key audiences. Organisations should be assessed, at least annually, for the social media risk exposures that they face from reputational, operational and compliance aspects. The Board’s role Boards’ natural aversion to risk is often a key driver in the corporate adoption of a social media risk strategy. Proper social media processes are resourceintensive, and therefore budget must be allocated. Investor relations has traditionally been underprioritised by social and, more broadly, digital media programs, as organisations have been more focused on customers, brand detractors and political/public figures. Investor relations has a key interest in social media, and with the rise of shareholder activism, boards should ensure that investor relations are being serviced through digital means. In conclusion, Australian shareholder activism is on the rise. Directors need to be raising this as a discussion item at board meetings, taking a fresh look at stakeholder engagement, the organisation’s social media strategy and the use of vulnerability assessments as a best practice strategy for being prepared. 1 The Australian, 2 October 2014, Corporates beware: hedge funds activists are heading here to wreak havoc Sponsorship Opportunity We currently have sponsorship opportunities available for our QLD Director Newsletter 2016, and with over 6,000 members in receipt of this newsletter, this is a unique opportunity to provide relevant thought leadership on the issues that face directors. If you are interested in sponsoring the QLD Director Newsletter please contact the Queensland Division on t: 07 3222 5500 or e: [email protected] 3 QLDdirector | APRIL 2015 Brisbane events To find out more or to RSVP contact Elly Trend t: 07 3222 5500 e: [email protected] Impacts of the foreshadowed amendments Insights on strategies for continued success Director Briefing: Competition & Consumer Act 2010 Leaders’ Edge Lunch Series: Jon Sutton MAICD, Managing Director and Chief Executive Officer, Bank of Queensland Cooper Grace Ward (CGW) is a leading Australian law firm servicing clients with a local, national and international presence. Hear from our panel as they discuss the upcoming changes to the Act for directors, boards and businesses. Date: Wednesday 22 April 2015 Time: 5.30pm for 5.45pm to 8.00pm Venue: Cooper Grace Ward Lawyers offices Cost: Member $66.00 Non-member $80.00 To register w: companydirectors.com.au/events QLD Gold Corporate Partner: This is a unique opportunity to hear from our guest speaker as he discusses his strategy to ensure Bank of Queensland’s continued success and explains why Australian customers still want and need a multi-tiered banking system. Date: Tuesday 9 June 2015 Time: 12.00pm for 12.30pm to 2.00pm Venue: Hilton Hotel Brisbane Cost: Member $140.00 Non-member $160.00 Table of 10 $1,400.00 To register w: companydirectors.com.au/events Sponsored by: Leaders’ Edge Lunch Partner: Introducing John Brogden AM FAICD John Brogden joined the Australian Institute of Company Directors as Managing Director and Chief Executive Officer in January 2015. He is responsible for leading the overall organisation, representing directors on policy issues, maintaining excellence in education and building stakeholder understanding of directorship and governance. John was CEO of the Financial Services Council (FSC), which represents Australia’s retail and wholesale funds management businesses, superannuation funds, life insurers, financial advisory networks, trustee companies and public trustees from 2009 to 2015. In 2006, John was appointed CEO of health insurer Manchester Unity, which he successfully merged with HCF in 2008. From 2006 to 2009, John was the Chairman of Abacus Australian Mutuals, the body representing Australia’s credit unions and building societies. From 1996 to 2005, John was the Member for Pittwater in the NSW Parliament. From 2002 to 2005 he was Leader of the Opposition. John is the Chairman of Lifeline and Chairman of UrbanGrowth NSW, a Director of NIA Pty Ltd and Chairman of Furlough House Retirement Village. John is also the Patron of Sailability Pittwater, Bilgola Surf Lifesaving Club and Avalon Beach Surf Lifesaving Club. In January 2014, John was made a Member of the Order of Australia (AM) for significant service to the community through representational roles with social welfare organisations, particularly Lifeline, to the business and financial sectors and to the Parliament of New South Wales. He is a Fellow of the Australian Institute of Company Directors (FAICD) and holds a Masters of Public Affairs (MPA) from the University of Sydney. 4 QLDdirector | APRIL 2015 Regional events To find out more or to RSVP contact Jess Will t: 07 3222 5500 e: [email protected] Insights on leading with influence Townsville Business Leaders’ Luncheon with Alison Watkins FAICD, Group Managing Director of Coca-Cola Amatil Wednesday 15 April 2015 12.00pm to 2.00pm Jupiters Townsville Hotel and Casino Member: $65.00 Non-member: $75.00 Table of 10: $650.00 To register w: companydirectors.com.au/events QLD Gold Corporate Partner: Sponsored by: Cotton Australia: where to in 2015? Toowoomba Business Leaders’ Breakfast with Adam Kay GAICD, Chief Executive Officer, Cotton Australia Friday 24 April 2015 7.00am to 9.00am Empire Theatres Toowoomba Member: $60.00 Non-member: $70.00 Table of 10: $600.00 To register w: companydirectors.com.au/events QLD Gold Corporate Partner: Sponsored by: See what’s in store for the economy and financial markets 2015 Regional Economic Forecast Breakfasts NFP governance – how do you measure success? The not-for-profit (NFP) sector has seen a range of reforms over recent years at Federal, State and Territory levels. While much of this reform has been positive, there is still uncertainty for organisations including regulatory changes, funding sources and changing business models. This uncertainty is causing many organisations to re-think their purpose and structures. Many NFP directors are searching for a way to find performance indicators that clearly show how an organisation is achieving its purpose. This is complicated by the difficulty in gauging outcomes when an organisation’s impact can take years to become visible. In some cases, outcomes may never be quantifiable. Donors and other funders increasingly want to measure the return on their social investment in NFPs, increasing the pressure on boards to find better ways to measure what they do. According to our most recent NFP Governance and Performance Study, some 60 per cent of NFP directors are looking for more or better ways to determine if their organisation’s strategy is achieving its purpose. For most NFPs, this aspect of performance measurement comes down to evaluating quality and impact. Quality – though by its nature a qualitative outcome – can often be quantified in some way. Measuring the impact of an NFP’s operations is more complex. As one senior NFP director recently observed “Impact, for almost all NFPs, is a long-term issue.” “We want to evaluate if the service we’ve provided or the research we’ve done has actually made a difference to someone. Usually that is a long-term consideration.” Much work has been done to compare social returns on investment in order to choose between alternative investments; however, these assessment frameworks have not yet yielded evaluation structures that produce consistent results when used by different evaluators. In addition, some NFPs are tackling problems where there are no agreed solutions to test, or which could take decades to diminish. There is no silver-bullet in this discussion and given the considerable diversity in the NFP sector the answer may be different for each organisation. However, it’s a conversation that should be in every NFP boardroom across the state. If you are looking at gaining a further understanding in the NFP sector enrol in our course Advanced Not-for-Profit Governance on the 22 April to 23 April 2015. Refer to our courses calendar for further details. Cairns Tuesday 19 May Townsville Wednesday 20 May Mackay Thursday 21 May Central Queensland Friday 22 May Sunshine Coast Tuesday 26 May Toowoomba Wednesday 27 May Gold Coast Thursday 28 May To register w: companydirectors.com.au/events QLD Gold Corporate Partner: 5 Diary dates Events Courses Brisbane events: Julie Anderson or Elly Trend t: 07 3222 5500 Regional events: Annette Bales or Jessica Will t: 07 3222 5500 Courses enquiries: Christina Fenton or Kerri Giesemann t: 07 3222 5500 w: companydirectors.com.au/In-My-State/QLD 9 to 10 April 24 April Company Directors Course Update The Brisbane Club 9.00am to 4.00pm (both days) Toowoomba Business Leaders’ Breakfast with Adam Kay GAICD CEO, Cotton Australia Empire Theatres 7.00am to 9.00am 10 April Foundations of Directorship Governance for Directors Treasury Casino & Hotel 8.30am to 4.30pm 14 April Gold Coast Members’ Evening with Annabelle Chaplain FAICD The Arts Centre 5.45pm to 7.30pm 15 April Townsville Business Leaders’ Luncheon with Alison Watkins FAICD, Group MD, Coca-Cola Amatil Jupiters Townsville Hotel and Casino 12.00pm to 2.00pm 22 to 23 April Short Courses Advanced Not-for-Profit Governance Customs House 8.30am to 4.30pm (both days) 22 April 04854-1_15 Directors Briefing Impacts of the foreshadowed amendments to the Competition & Consumer Act 2010 Cooper Grace Ward Lawyers 5.30pm to 8.00pm Welcome new members Our monthly newsletter will help keep you informed about local initiatives, regulatory reforms and professional development opportunities in your region, which should help you be the best director you can be. Juliette Sperber Townsville Blake Repine Central QLD Prof Mark Kendall Brisbane Graham Blight Sunshine Coast Richard Gibb Brisbane Dr Kathleen Turner Brisbane Dr Jonathan Mason Sunshine Coast Jane Pickels Mackay Gavin Mackenzie Brisbane Gina Lacey Mackay Travis Green Brisbane Anne Baker Mackay Janet Moore Brisbane Barbara Stranks Central QLD Karl Newman Brisbane Cameron Geddes Central QLD David King Brisbane Ross Burnett Central QLD Marian McLean Brisbane Nigel Burnett Central QLD 27 April to 1 May Helen Towler Townsville Melissa Wells Central QLD Company Directors Course Five-day course Customs House 9.00am to 4.30pm (each day) Timothy Barker Brisbane Mark Pearce Brisbane Carolyn Kirk Brisbane Kevin Standish Brisbane David Gibson Sunshine Coast Nik Babovic Central QLD Peter Callaghan Sunshine Coast Cameron Currie Toowoomba Kate Spencer Brisbane Liam O’Donnell Brisbane Louise Broekman Brisbane Juhani von Hellens Brisbane Darren Carlson Sunshine Coast Jim Crane Brisbane Greg Ferguson Brisbane Shane Hansen Brisbane Andrea Bialocerkowski Gold Coast Dr Richard Valenta Brisbane Sarah Meibusch Brisbane Robert Crowe AM Toowoomba Lisa Curtis Central QLD Greig Duncan Brisbane Lisa Morgan Brisbane Kate Klease Brisbane Phillip Ryan Brisbane Cameron Smith Brisbane David Cook Brisbane Dr Alexandra Fisher Brisbane Louise Hickson Brisbane David Haynes Brisbane Graeme Sherlock Brisbane Chistopher Rodgers Brisbane David Collins Gold Coast Nicholas Walker Gold Coast Ian Hall Brisbane Louise Edwards Gold Coast Daniel Matthews Cairns Prof Gerald Holtmann Brisbane Haseda Fazlic Brisbane Peter Freeleagus Mackay Sharon Smith Brisbane Rebecca Freath Gold Coast Mark Tobin Brisbane Delville Wheeler Mackay Melissa King Brisbane Elizabeth Howard Brisbane Nicos Violaris Brisbane Caroline Bennison Gold Coast Alan Angus Brisbane Andrea Harcourt Brisbane Brett Hooker Brisbane Murray Freeman Brisbane Edin Bosnjak Brisbane Anthony Ferris Sunshine Coast Gary Bone Gold Coast Cornelis Keyser Brisbane Ilse Schache Brisbane Eric Richman Brisbane Jacqueline Payne Brisbane Steven Sergeant Townsville Michael Brittliff Brisbane Amy Phillips Cairns 1 May Foundations of Directorship Finance for Directors Treasury Casino & Hotel 8.30am to 4.30pm 4 to 8 May Company Directors Course Five-day course The Brisbane Club 9.00am to 4.30pm (each day) 11 May Short Courses The Board and the Company Secretary The Brisbane Club 8.30am to 12.30pm 13 to 17 May Company Directors Course Sunshine Coast Five-day course Oaks Oasis, Caloundra 9.00am to 4.30pm (each day) Michael Thomason Brisbane Henry Barnes Sunshine Coast 18 May Scott McMullen Brisbane Deborah Bonel Sunshine Coast Short Courses Establishing Boards for Business Owners The Brisbane Club 8.30am to 12.30pm Toni Hawkins Brisbane Deborah Friel Central QLD Raylene Boulter Brisbane David Carey Mackay Trent Fuller Brisbane Simon Cook Brisbane Bernard Tobin Brisbane Sandra Haines Brisbane Naomi Blake Brisbane Andrew Messer Brisbane 6