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