Governance Bites

Send us Fan Mail In this episode, Mark Banicevich asks Steven Moe about the liability of directors. They discuss penalties for breaching the core duties in the Companies Act 1993, and also list several other Acts of Parliament that enact director liability. They discuss potential penalties and defences, and whether there may be liability under common law or contract. Steven outlines steps director...

Send us Fan Mail In this episode, Mark Banicevich talks with Jon Davies about startup CEOs reporting to their boards. He asks about the relationship between the startup CEO and the board, and managing accountabiity. They discuss board packs, key performance indicators, and meeting frequency. They also discuss the CEO disagreeing with the board, and how to deliver bad news.  Jon Davies is the CEO o...

Send us Fan Mail In this episode, Mark Banicevich talks to Professor Lesley Ferkins about collaborative governance in sport. Lesley outlines what she means by "collaborative governance", and how it relates to federated sports structures (e.g., with national bodies, regional bodies, and local clubs). She talks about critical success factors for it to work effectively, common pitfalls, and...

Send us Fan Mail In this episode, Mark Banicevich talks with Martin Snedden about maximising your chance of a good board. Martin recently studied the board selection process of 9 top Australasian sports, and shares his findings. They discuss the optimum size of a board, elected and appointed board members, and a process for attaining the right mix of skills. Martin outlines the appointments panel,...

Send us Fan Mail In this episode, Mark Banicevich asks Steven Moe about safe spaces in the boardroom. Steven opens by explaining the context, and who safe spaces are for. They discuss whey safe spaces may be necessary, how they are implemented, and what sort of behaviour results in needing safe spaces. They discuss the importance of safe spaces, and how they enhance an entity's governance. St...

Send us Fan Mail In this episode, Mark Banicevich talks with Jon Davies about governance in startups and advisory boards. He asks about the journey that startups take towards governance: their value, common mistakes, what founders should seek, and the ideal size of an advisory board. They also discuss the best way to remunerate directors, keeping them engaged and motivated, and how to deal with an...

Send us Fan Mail In this episode, Mark Banicevich talks to Stephen Upton about how not-for-profit organisations can recruit directors. Stephen outlines the key skills and competencies required for a not-for-profit board. They discuss the process of identifying skills on the board, and skill gaps, and the role of diversity in board composition. They discuss the challenges attracting and recruiting...

Send us Fan Mail 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...

Send us Fan Mail 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 transitioni...

Send us Fan Mail 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 ma...

Send us Fan Mail 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...

Send us Fan Mail 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...

Send us Fan Mail 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...

Send us Fan Mail 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 mem...

Send us Fan Mail 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 disrupti...

Send us Fan Mail 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 consult...

Send us Fan Mail 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...

Send us Fan Mail 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 const...

Send us Fan Mail 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 applica...

Send us Fan Mail 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 i...

Send us Fan Mail 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 proces...

Send us Fan Mail 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 re...

Send us Fan Mail 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 com...

Send us Fan Mail 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 poten...

Send us Fan Mail 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 al...