Governance Matters

Good governance can mean different things to different people and cover varying matters and issues with differing emphasis in different organizations.

In my experience relevant matters can include:

  1. Experienced board of directors – both executive and non-executive
  • Board meetings – to be formal, with set agenda and prepared reports/papers, held on a regular basis, properly minuted
  • Capable secretariat – qualified experienced professional Company Secretary, to ensure good governance and compliance with all applicable laws and regulations
  • Corporate Governance Committees:

Audit

Remuneration

}

} – with formal charters

and

Compliance

Risk Management

}

}

regular meetings

5.  Quality professional advisers:

Lawyer

Accountant

Banker

Public Relations

  • Sound operating policies and procedures – board approved and well documented, including:

Share Trading

Insurance

Privacy

Workplace Health & Safety

Staff/industrial relations matters

Finance/accounting matters

Operational matters

  • Compliance – with all relevant legislation and regulations, including: Corporations Act

Tax legislation Privacy Act Trade Practices Act Environmental legislation Superannuation

  • Statutory Registers – well maintained and up-to-date:

Members

Options

Debentures

Charges

9.  Other Registers, such as:

Directors & Secretaries

Directors’ Interests

Seal & Company Documents

Intellectual Property

Board Policies

Material Contracts & Key Agreements

Convertible Notes

Powers of Attorney

  1. Reliable business model – competent marketers and sound budgets
  2. Timetable – scheduling all necessary corporate actions and events
  3. Appropriate discretions – delegated responsibility, designed for flexibility and not stifle growth
  4. Internal controls – monitored by internal auditor (with external auditor oversight)
  5. Risk management – systems in place and tested from time-to-time
  6. Organisation chart – reporting lines designed for ease of business operation
  7. Strong management team – with appropriate skills/disciplines
  8. Remuneration and superannuation – to attract and retain good staff
  9. Job descriptions – to ensure staff know what’s required/expected of them
  10. Key Performance Indicatiors (KPI’s) – give staff something to aim for, with robust review process
  11. Management meetings – to be held on a regular basis
  12. Reporting – systems to ensure management and board are appraised in a timely manner of what is happening within the organisation
  13. Financial – appropriate accounting software to ensure integrity of records
  14. Pleasant working environment, location, terms and conditions – essential for morale

*Originally written by Company Secretary, an Australian virtual company secretary service.

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