What do governance practitioners do?
Governance practitioners can have a wide range of position titles, depending on the organisation. They may be called, for example, Company Secretary, General Counsel, Chief Financial Officer, Chief Governance Officer, Chief Risk Officer or another title.
The title will vary depending on the individual circumstances and needs of each organisation. However, in essence, a governance professional:
- leads and advises on best practice in governance, risk management and compliance
- champions the compliance framework to safeguard organisational integrity
- promotes and acts as a ‘sounding board’ on standards of ethical and corporate behaviour
- balances the interests of the board (or governing body), management and other stakeholders.
Governance practitioners have a significant impact on the level and quality of corporate governance and governance culture within an organisation, including a pivotal role in assisting the board achieve the organisation’s vision and strategy.
Responsibilities and duties of a governance practitioner
A governance practitioner’s responsibilities and duties can cover a broad spectrum of activity. These can include:
Governance, risk management and compliance policy and practice
- Advising directors and officers on director duties, the Corporations Act, the organisation’s constitution, stock exchange and other regulatory and statutory requirements (in Australia and in other jurisdictions, where appropriate).
- Advising the board (or governing body) on corporate governance principles and the implementation of governance programs and risk management frameworks.
- Developing, implementing, communicating and maintaining governance, risk and compliance policies, processes and procedures.
- Maintaining the corporate structure, including subsidiaries and associated administration.
Corporate strategy and board management-administration
- Carrying out the board’s or governing body’s instructions.
- Implementing the corporate strategy (especially giving effect to board decisions).
- Monitoring management’s compliance with standing delegations from the board (or governing body) and reporting any breaches.
- Ensuring corporate accountability by communicating with the organisation’s stakeholders and broader community.
- Ensuring information flows effectively within the board (or governing body) and with and between board committees, and between non-executive directors and management.
- Acting as a conduit between members (especially major and institutional investors in listed companies) and non-executive directors.
- Managing board and committee administration.
- Preparing minutes and meetings (for example AGMs, other general meetings, director and committee meetings).
Board performance, remuneration and evaluation
- Assisting with the recruitment and induction of directors.
- Facilitating professional development programs for the board.
- Assisting with board (or governing body) evaluations.
- Overseeing director fees and entitlements.
- Managing the director handbook/manual.
- Managing directors’ and officers’ (D&O) insurance.
Human resources, legal and finance
- Advising, where appropriate, on employee benefits and employee incentive plans.
- Advising on intellectual property asset management (for example patents, trademarks, business and domain names) and trade practices legislation.
- Providing broader legal advice and guidance, for example powers of attorney, work health and safety, employment law, anti-money laundering requirements.
- Advising on relevant financial issues – accounting, finance, taxation, dividend reinvestment plans, superannuation.
- Monitoring organisational investments.
- Advising, where required, on environmental issues.
- Advising on privacy legislation.
External adviser communication-liaison
- Communicating with external advisers such as lawyers, accountants and corporate representatives.
- Liaising and coordinating activity with share registries.
General administration
- Managing seals and document execution.
- Undertaking general administration and property management functions.
- Overseeing document retention and management.