Good Governance in
Sports’ Organisations
Governance Matters
Kate Costello
Effective Governance
• understand the role of the Board
• get the right skills and encourage
the right behaviour
• introduce effective processes
Understand the Role of the Board
Governance is what the Board does or
should do to be a “value-adder” to the
organisation rather than just a “costcentre”.
It is different from what management does
or should do.
What is Governance?
“The Board’s role is to create
the future of the organisation,
not just mind the shop”.
John Carver
The Role of the Board
Outward
Looking
Compliance
Roles
Inward
Looking
Strategy
Formulation
Accountability
Appoint CEO
Monitoring and
Supervision
Past & Present
Performance
Roles
Policy Making
Future
*adapted from Tricker, RI: International Corporate Governance (1994) p149
Accountability
Those you can’t say no to!
•
•
•
•
the law and regulation
constituent document or
empowering legislation
creditors (eg. bank; suppliers)
other contractors (eg government
funding; sponsors)
Accountability
Those you need to listen to!
•
owners (shareholders; members;
government)
• customers
• staff
• the community
Good Governance in
Accountability
• “listening” to stakeholders
• risk management
• organisational culture
Strategy Formulation
• what is “Strategy”? –
Michael Porter
• the gut, the head, the heart
• answer the hard questions
Good Governance in Strategy
• longer term strategic plan (with
measures)
• aligned operational/business/annual
plan (with measures)
• aligned budgets
Good Governance in
Strategy
• dedicate some board meetings
to strategic matters
• spend the first hour on a
strategic issue
• reorganise the agenda (decision;
discussion; noting)
Policy
“I define policy as the value or perspective that
underlies action. Of course that means everyone in
the organisation makes policy including staff
members, but boards must make the broadest and
most inclusive policies in order to control the
organisation. The trick is for the board to make
distinctions between the types and sizes of policy,
so that what is delegated is clear”.
Carver J: Reinventing Your Board, P41
Good Governance in
Policy
Carver argues that the board only has one employee, the CEO.
“The board will:
•
instruct only the CEO
•
view all organisational performance as that of the CEO
•
view any organisational failure to comply with board policy as the
failure of the CEO
•
require that the CEO keep the organisational performance within
policy criteria and restore it to this state should there be policy
violations
•
never in its official capacity, help the CEO manage”
John Carver
Good Governance in
Policy
•
•
•
Matters reserved for the
board
Policy separated from
minutes
Board Manual
Monitoring and
Supervision
•
•
•
•
By strategic KPIs
By annual KPIs
By compliance with board policy
By agreeing what information will
come to the board, in what format
CEO and Succession
•
•
•
•
“hire and fire” the CEO
remunerate and reward
assess performance
plan for succession
Get the Right Skills
• size of the board
• board skill set
• committees
 the right ones?
 clear terms of
reference?
 reviewed, or task
forces?
• amend constituent document
Board Member Knowledge
•
•
induction
management update
sessions
• expert reports
• expert development sessions
• Board and director
performance evaluation
Encourage the Right
Behaviour
Board Effectiveness Research
Shey Newitt
Compliant but not contributing: why Australian boards are being underutilised
Working Relationships
•
•
•
Chair – CEO relationship critical
behaviour and teamwork
a “living” Code of Conduct
Introduce Effective
Processes
•
•
•
•
•
calendar
papers before meeting
clear, concise, precise papers
duration of meetings
calibre of minutes plus action
list
• receipt of minutes after
meeting
Effective Governance
• understand the role of the Board
• get the right skills and encourage
the right behaviour
• introduce effective processes
Good Governance in
Sports’ Organisations
Constitution/Rules
• company limited by guarantee if
NSO
• governance function with board
(not split with a council)
• constitution/rules flexible
allowing changing policy or bylaws
Accountability
• communication with primary
stakeholders
• compliance policies covering legal,
financial and operational risks
• “representative” board members
and a code of conduct covering
conflicts
Strategy
• aligned Objects across Australia
• clear strategic direction for the sport
Australia-wide
• board spends enough time on
strategic issues
Policy
• board meddling in operations
• board policies easy to access
• policies reviewed regularly
CEO/GM
• performance management
• succession planning
Structure
•
•
•
•
size of board
the right skills and diversity
terms of board members
committees reviewed
Teamwork
• chair manages behaviour
• protocol for board and staff
interaction
Director/Development
• great induction
• ongoing development
• board, chair and board member
evaluation
Processes
•
•
•
•
agreed agenda format
consensus decision-making
board papers’ format agreed
minutes accurate with timely
distribution
In Summary
The right skills
The right behaviour
The right processes
Your Checklist
Understanding Good
Governance in Sports’
Organisations
Governance Matters
governancematters.com.au