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The A to Z of boardroom practice

DIRECTING a company requires a diversity of knowledge and skill sets - which is why it takes a bo...

Staff Reporter
The A to Z of boardroom practice

No matter how experienced a director, there is always, by definition, additional knowledge and skills that can be gained.

Continuous learning is alive and well in the boardroom but there is a basic curriculum that applies to directing a company too.

The problem is that this curriculum is seldom, if ever, written down – at least not on a single page.

In contrast there are many tomes that purport to outline the breadth of a director’s duties, with the one that sits above my desk at least three inches thick.

So here is a shot at a short-form boardroom curriculum – listed from A to Z.

Ask yourself whether the curriculum below ticks all the boxes – or else leaves key gaps that could be detrimental to the health of your company?

A is for annual general meetings and annual reporting, auditing, the Australian Securities Exchange and the Australian Securities and Investments Commission;

B is for boardroom committees but also for boardroom coups and business culture;

C is for conflicts of interest – constitutions, charters and circular resolutions;

D is for disclosure – of the continuous variety, for decision-making, for dividends and for debt;

E is for ethics, for eureka moments and also for extraordinary general meetings;

F is for financial statements, the foreign exchange market, for factions, friction and also for fundamentals;

G is for governance, for group-think, for going concern, gearing and for gender balance;

H is for half-year reporting, holding companies and human capital;

I is for independence, for in-specie distributions, for (directors and officers) insurance and for initial public offerings;

J is for jurisdiction, for journalists and for just-in-time;

K is for key performance indicators – but not for too many of them!;

L is for leadership, for legislation, for legal liability and for liquidation value;

M is for meetings, mission, for management, for mergers and acquisitions and for media relations;

N is for non-executive directors, for net asset value for nomination committees and for non-governmental organisations;

O is for options – of both the financial and strategic (real) variety;

P is for personal liability, for prospectuses, performance, for project finance and for polls;

Q is for quarterlies, quorums, quartiles and queries;

R is for resolutions, responsibility, regulation, reasonableness, remuneration and risk;

S is for strategy, succinctness, solvency, security, for share price and shareholders’ funds;

T is for takeovers, taxation, transparency, for true and fair – and ultimately for termination;

U is for understanding, underwriting, unsecured and for unethical;

V is for value (and for values), for vision, voting rights and also for vested interests;

W is for wisdom, wealth and work-life balance;

X is for dividends and rights (get it?);

Y is for yes votes and also for yield; and

Z is for zero-sum game.

All that lot makes for a very full curriculum already – but one aspect of directing requires constant vigilance for any gaps that may carry risk.

So the final question to you is a simple one. Where are those gaps?

I’ll open the bidding on that front with the suggestion that “a sense of humour” might come in handy in the boardroom on a few occasions too.

Good hunting.

Allan Trench is a Professor at Curtin Graduate School of Business and Professor (Value & Risk) at the Centre for Exploration Targeting, University of Western Australia, a non-executive director of several resource sector companies – and the Perth representative for CRU Strategies, a division of independent metals and mining advisory CRU group (allan.trench@crugroup.com).

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