Governance Bites

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In this episode, Mark Banicevich talks with Martin Snedden about the Sport and Active Place Sector Governance Project that he runs for Sport New Zealand. Martin outlines the project, its inception, some of the sports that are involved, and what the programme entails. Martin shares feedback he's received, his biggest learnings, and the programme's key success factors. He also shares the best governance advice that he's heard shared during the programme. 
Martin Snedden CNZM is a well-known and highly experienced Chief Executive Officer and director, mostly in the sports industry. He is c...

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In this episode, Mark Banicevich talks to Heather Roy about future directors. Heather defines the topic, outlines the purpose of future director programmes, and shares her experience with future directors. They discuss the target audience for future directors, recruitment, training and mentoring. Mark asks about their legal position (particularly around liability), and transitioning future directors into formal board roles. Heather also shares advice for new directors. 
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 F...

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In this episode, Mark Banicevich asks Steven Moe about purpose and governance. He asks what we mean by "purpose", the role of governance in an organisation, and why purpose is at the heart of governance. They discuss how purpose influences governance and board meanings practically, other tools a board can use to understand and implement purpose, and repercussions that may exist if the board deviates from the entity's purpose. Steven also shares advice he would give to a new director. 
Steven Moe is a Partner of commercial law at Parry Field Lawyers i...

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In this episode, Mark Banicevich talks to Susan Leahy about Robert's Rules of Order.  He asks what they are and how they evolved, the benefits of using Robert's Rules, and common misconceptions about them. Susan outlines the seven key types of motion, and how they work. They discussed when they might be adjusted for specific settings, and challenges Susan has encountered when boards implement them. They talk about available resources, and Susan shares advice she would give to a new director. 
Susan Leahy teaches boards and committees to run effective meetings, specifically us...

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In this episode, Mark Banicevich talks to Heather Roy about conflicts of interest. Heather outlines conflicts of interest, and why it is important to address them. They discuss types of conflicts, and a conflicts of interest process. Heather talks about identifying, disclosing and dealing with conflicts of interest, and they discuss issues such as when a director fails to disclose a relevant interest, what to do when many directors are conflicted, and when perceived conflicts can be as harmful as actual conflicts. Heather also shares advice for directors who sit on a board...

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In this episode, Mark Banicevich talks to Stephen Upton about developing directors in not-for-profit organisations (who are usually on tight budgets). Stephen outlines the key skills and competencies required for a not-for-profit board. They discuss how elected, passionate organisation advocates can be trained in governance, and continually developed, including outlining low cost or free sources of governance training. They discuss the importance of devoting time, particularly when directors are often volunteers or paid less than market rates, mentoring, and how a not-for-profit board can overcome gaps in its combined skills.  Stephen also shares a...

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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...

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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...

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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 o...

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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...

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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/.

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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 e...

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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 i...

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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...

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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 re...

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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 C...

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In this episode, Mark Banicevich speaks with recovering entrepreneur Josh Comrie about managing tension and conflict in the boardroom. He asks how you identify early signs of tension, and how you address them before they escalate. Josh outlines strategies he has found effective for resolving conflicts and maintaining productivity in board meetings. They discuss preparing for potentially contentious topics on the agenda, how to encourage healthy debate, and dealing with power dynamics. Josh also shares advice for newer directors who find themselves dealing with this type of conflict.
Josh Comrie is a...

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In this episode, Mark Banicevich asks Paul Brown about learning boards. They discuss the role of continuous education in board effectiveness, and how it influences strategic decision-making. Mark asks how a board can foster a culture of continuous learning, common pitfalls to avoid, and strategies a board can employ to ensure directors remain engaged and continue to develop. He also asks Paul the best governance advice he’s received. 
Paul Brown is Managing Director of Boardworks (https://boardworks.nz/), who perform governance services such as board evaluations and governance structure reviews. His gov...

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In this episode, Mark Banicevich talks to David Callanan about supervising KiwiSaver schemes and managed funds, which is like a separate layer of governance to the board of directors. David outlines supervision and custody, and how the supervisor interacts with the fund manager's board of directors. They discuss the key issues facing managed funds, and the macro-economic and societal issues facing fund managers. David also shares his advice for new directors. 
David Callanan General Manager of Corporate Trustee Services at Public Trust. He is a Fellow of the Governance Institute of Australia, a...

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In this episode, Mark Banicevich asks Rhiannon McKinnon about the CEO working with the board chair. He asks about this special relationship, and how this differs from executives reporting to the CEO. They discuss the remoteness of the relationship, and the types of decisions and information that are delegated entirely, or reported. Rhiannon talks about the importance of trust in the relationship, and how to establish boundaries. She also shares advice she would give to a new CEO about working with a chair.
Rhiannon McKinnon helps new and aspiring CEOs step up...

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In this episode, Mark Banicevich asks Paul Brown about board evaluations. He asks about the process, frequency, and impacts. Paul talks about internal evaluations, and addressing gaps identified during board reviews. Mark also asks what advice Paul would give to a new director.
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...

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In this episode, Mark Banicevich talks to Dr Peter Crow about governance in developing countries. Peter outlines governance challenges in developing countries, and the impact of factors such as political and regulatory environments, corruption, and weak institutions. He talks about the impact of cultural differences, including the history of Western colonialism. They also discuss effective ways to improve governance capability in developing nations. 
Dr Peter Crow has a PhD in corporate governance and strategy. Not only is he an experienced chair and director, he has also designed and delivered governance courses in N...

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In this episode, Mark Banicevich talks to David Callanan about Corporate Trustee Services. They discuss how Corporate Trustees interact with Boards of Directors, and the biggest challenges both groups face. David also gives his thoughts on governance in Australia and New Zealand, and shares the best governance advice he's received in his career. 
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 C...

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In this video, Mark Banicevich asks Rhiannon McKinnon about the role of the chief executive, working with the board of directors. He asks about reporting to the board, the challenge of shifting from management to board meetings, and how to discover and alleviate directors' biggest concerns. They also discuss other issues, such as the benefits for the CEO of working with a board, working with each director, and the challenge of dysfunctional boards. He also asks what advice Rhiannon would give to a new CEO. 
Rhiannon McKinnon helps new and aspiring CEOs s...

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In this episode, Mark Banicevich talks to Dr Peter Crow about ethical dilemmas in governance. Dr Crow outlines the importance of directors' individual values aligning with the entity's values, and they discuss various situtations where the entity's values may conflict when making a decision. Dr Crow refers back to director duties, and the importance of directors knowing these well, and they discuss director options when their values contrary to a board decision. 
* At 24:30, Dr Crow mentions an external resource. You can find it here: https://www.blueprintforbusiness.org/the-principles/
Dr Peter C...

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In this episode, Mark Banicevich asks Simona Turin about boards balancing strategic discusions with discussions about risk and business as usual. They discuss how director liability can incentivise conservativism, and how boards can find a better balance with strategy. Simona also shares some advice with new directors. 
Simona Turin is Chief Executive Officer of AcademyEX, succeeding Frances Valintine. She is presently a director of Fidelity Life, and two tech startups. Simona has an extensive background in information technology. She has started her own companies, and has held senior and executive roles in c...

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In this episode, Mark Banicevich asks Glenys Talivai about governance in autonomous Crown Entities in New Zealand. He asks how they differ from government departments, and how governance differs from private sector and for-purpose organisations. Mark asks how board members are appointed, and how they remain independent and autonomous. Glenys outlines the role the board plays in setting strategic direction and monitoring performance. She also shares the best governance advice she’s received. 
Glenys Talivai is CEO of Public Trust, a role she’s held since 2019. Earlier in her career, Glenys was Gener...

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In this episode, Mark Banicevich asks Dr Peter Crow about boards in crisis situations. His questions include asking about critical leadership qualities, balancing the needs for quick decisions with thorough analysis, and prioritising issues. He also asks about the board's role in managing relationships, building organisational resilience, and post-crisis reviews. 
Dr Peter Crow has a PhD in corporate governance and strategy. Not only is he an experienced chair and director, he has also designed and delivered governance courses in New Zealand (for the Institute of Directors, and Governance New Zealand), and overseas, i...

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In this episode, I talk to Angus Ogilvie about Chartered Secretaries. He outlines what a Chartered Secretary is, and what is involved in becoming one. I ask about the role of the Chartered Secretary, and who could benefit from having one. He outlines the benefits of a Chartered Secretary, and the various ways an entity could engage one (particularly if the entity does not have the resources to engage one full time). Angus also shares the advice he would give to a new director. 
Angus Ogilvie is Deputy President and a Chartered F...

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In this episode, Mark Banicevich asks Simona Turin about working as an executive in one company, while working as a director in others. They discuss advantages and challenges, and Simona shares how she manages the workload. She also shares the best advice she has received as a director. 
Simona Turin is Chief Executive Officer of AcademyEX, succeeding Frances Valintine. She is presently a director of Fidelity Life, and two tech startups. Simona has an extensive background in information technology. She has started her own companies, and has held senior and executive roles i...

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In this episode, Mark Banicevich asks Dauniika Maclean about board workplans. He asks what they are, and what key elements they contain. He asks how far in advance they are created, who is involved in creating them, and how they are reviewed and adjusted through the year. He also asks what tools or platforms are used to manage and track them, and how to manage accountability and completion of workplan activities. Dauniika also talks about two major trends that directors should be following. 
Dauniika Maclean is a professional company secretary, and a C...

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In this episode, I talk to Angus Ogilvie about board charters. I ask what they are, and their purpose. Angus outlines their contents. I ask about how an entity can write a board charter, who writes it, and how it is implemented. We discuss how they influence board meetings, and how they are used in director induction. We also discuss reviews and breaches. Angus also shares some advice for all directors. 
Angus Ogilvie is Deputy President and a Chartered Fellow of the Chartered Governance Institute of New Zealand. He is also a F...

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In this episode, Mark Banicevich talks to Shamubeel Eaqub about changing social demographics, and how they could impact a business. He asks how a strong board can prepare for these types of changes, and asks about the demographic trends that are likely to impact New Zealand businesses over the next few decades. They discuss the uncertainty of change, and how a board can manage this uncertainty. Mark asks what type of information the board expect from management to keep ahead of change. He also asks what advice he would give to a new...

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In this episode, Mark Banicevich asks Glenys Talivai about women in governance. He asks about the key barriers and challenges, and how these manifest at different stages of a woman’s career. They discuss how diversity on boards enhances performance. Glenys shares thoughts on how boards can create a culture of inclusivity, and how men and women can advocate for gender diversity in governance.
Glenys Talivai is CEO of Public Trust, a role she’s held since 2019. Earlier in her career, Glenys was General Manager of Customer Acquisition, Retention and Claims at Towe...

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In this episode, Mark Banicevich asks Dauniika Maclean about artificial intelligence, particularly large language models (LLMs, such as GPTs), in the boardroom. He asks about the risks of their use, and how to mitigate them. He asks about time saving. Mark also asks about board software, and how they are using AI. 
Dauniika Maclean is a professional company secretary, and a Chartered Member of the Institute of Directors, with her own business called Board Administration Services Ltd. She is company secretary for NZ Health Group, Unitec and Auckland Grammar School. She also h...

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In this episode, I talk to Angus Ogilvie about the Chartered Governance Institute (CGI) of New Zealand (https://cginz.org/). CGI was established in London in 1891, and in New Zealand in 1937. It is now in 80 countries. Angus introduces CGI, and outlines the benefits of membership. He talks about the annual CGI conference, and the biennial Women in Governance Awards. He also shares the best advice he has received as a director. 
Angus Ogilvie is Deputy President and a Chartered Fellow of the Chartered Governance Institute of New Zealand. He is also a F...

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In this episode, Mark Banicevich talks to Shamubeel Eaqub about directors and their knowledge of the political, social and economic environment. He asks why current knowledge of these factors is important, and about examples of when such knowledge has impacted board decisions. They discuss how directors should keep abreast of these factors, and how they can optimise their time keeping up to date. Mark also asks Shamubeel what advice he would give to a new director. 
Shamubeel Eaqub is an independent economist who is not afraid to take a contrarian view. He i...

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In this episode, Mark Banicevich asks Dauniika Maclean about recruiting a board secretary. He asks about the skills and competencies required, and necessary knowledge and experience. They discuss communication skills, interpersonal skills and technological proficiency. Dauniika outlines professional development for board secretaries, onboarding, and pitfalls to avoid when recruiting. She also shares the best advice that she would give to a new director. 
Dauniika Maclean is a professional company secretary, and a Chartered Member of the Institute of Directors, with her own business called Board Administration Services Ltd (https://boardadministrationservices.com/). She i...

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In this interview, Mark Banicevich asks Richard Coon about the agreements and key terms that form part of angel investment arrangements. Richard outlines the term sheet, its purpose, and its contents. He talks about other documents, such as the company constitution, shareholder agreement, and founder agreement. Mark asks about when angel investors might seek a seat on the board, and asks what advice Richard would give to a new director. 
Richard Coon, ONZM, was co-founder of two of New Zealand’s largest life insurers, Sovereign (now part of AIA), and Partners Life (whi...

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In this episode, Mark Banicevich talks to Shamubeel Eaqub about the value of an economist on the board. He asks about what an economist brings to a board that differs from lawyers and accountants, and what timeframes he considers in the boardroom. Mark asks about divergent thinking, and any similarities among divergent thinkers he has encountered. He also asks about the best advice Shamubeel has received as a director. 
Shamubeel Eaqub is an independent economist who is not afraid to take a contrarian view. He is a director of Positive Capital and C...