Shaping the future: 2015 Governance Institute of Australia National Conference — Day Two recap
Day Two of Governance Institute’s 32nd National Conference continued its focus on Australia’s evolving governance and risk landscape, opening with a welcome from Governance Institute’s new CEO Steven Burrell.
Steven shared his own personal highlights from Day One and welcomed the 2016 Governance Institute President, Simon Pordage. Recognised for his leadership on practical and effective governance measures and reforms, Simon has enjoyed a distinguished 17-year career in governance and is currently company secretary for four listed investment companies, including Australian Foundation Investment Company Limited. At 39 years of age, he is also the youngest President of Governance Institute.
The first panel discussion for the day provided a rare opportunity for delegates to hear directly from the judges who make decisions that shape corporate law. Professor Ian Ramsay from the University of Melbourne moderated an insightful conversation between Australian legal heavyweights the Honourable Justice Ross Robson, the Honourable Justice Jennifer Davies and the Honourable Justice Mark Moshinsky. The panel unanimously agreed that ‘issue identification’ is key to reducing costs and timeframes and that technology has rapidly increased the volume of evidentiary materials in hearings. They also warned delegates that regulators will always assume that all involved parties read all of their emails and that claims of missed emails may not hold up in a court of law.
Day Two then shifted its focus to the role of the company secretary with Diane Smith-Gander, Chairman of Broadspectrum and Margaret Taylor, Group Company Secretary of BHP Billiton sharing their own personal insights gained from two illustrious careers.
Both Diane and Margaret agreed that the role of the company secretary has evolved into a complex and sophisticated one, with numerous responsibilities, including diplomat, ethicist, futurist, crisis manager, therapist, policeman, trusted adviser, confidante to the chairman and planner. They also strongly argued that a company secretary could be more accurately described as a ‘governance professional’ or ‘governance officer’, with varied skills and abilities such as risk management, communications, investor and government relations, as well as finance and stakeholder management at play. And according to them, this varied experience and skills can open a world of career opportunities.
The new 2016 Governance Institute President, Simon Pordage, then took to the stage to lead an important conversation about whole-of-organisation governance. Sam Butcher, CEO and Founder of Authorities Online and Fiona Mead, Non-Executive Director discussed the importance of having a governance framework that extends from the board to management and through to the entire organisation to support more effective decision-making, reduced risk and clear delegations of authority.
During their conversation they pointed delegates to a recent Governance Institute survey which found that many ASX200 company secretaries believe a whole-of-organisation framework would support their company’s ability to achieve strategic objectives and manage risk within their organisation. Like many sessions throughout the conference, the importance of culture was again reiterated, with Fiona asking delegates to consider how challenging issues or bad news is accelerated upwards in a company as a key indicator of a company’s cultural health.
For more information about a whole-of-organisation governance framework, visit Governance Institute’s guidelines here.
Denis Kilroy, Managing Director of the KBA Consulting Group, and lead author of a series of three books that collectively present a new and more socially responsible business paradigm that enables business longevity as well as responsibility, focused on driving long-term value creation. Denis used his experience and research to challenge delegates’ thinking on creating shareholder wealth, questioning accepted metrics such as total shareholder return and earnings per share as the best means to assess long-term value creation.
Delegates were then given the opportunity to choose from four concurrent sessions: Listed matters; In Practice; Contemporary issues for not-for-profits; and Elements of Risk. Leading Australian practitioners in investment governance, mergers and acquisitions, audit and compliance, productivity, the not-for-profit sector, project management and risk management spearheaded each session.
Andrew Sisson, Managing Director of LAM Australia Equity put forward his view of ‘agency’ risk — when companies do not view shareholders as owners — as the biggest risk for investors. He questioned whether material business risk statements issued by companies tell investors anything they don’t already know. He also noted that diversification strategies to mitigate risk are not always relevant to investors, because they ignore the reality that shareholders are already diversified at the portfolio level.
Quentin Digby, Partner, at Herbert Smith Freehills, focused on the potential pitfalls of mergers and acquisitions. He discussed the importance of protocols that stipulate who should participate in discussions of a potential merger or acquisition, as well as the topics that should be discussed and kept confidential. Quentin reiterated the important role a company secretary plays during a change of control situation, saying they are in a fantastic position to support the board, which can be feeling very pressured and rushed to make decisions. In Quentin’s own words, mergers and acquisitions can be a marathon and the board needs to step back and work through the process in a sensible way.
While the concurrent sessions were taking place, the Victorian division and staff were busy hosting a 25-year and 50-year membership milestone event. All members who were recognised as having been members for 25 or 50 years received a certificate and pin. Governance Institute staff discovered that Jan Manley, who has been a member for more than 50 years, had an opportunity to visit ICSA UK when she finished her studies in 1965 and she shared a copy of a brochure in which she featured at this time.
Chris O’Meara, Barrister; Paula Benson, Executive General Manager Corporate Affairs, NAB; Jason Laird, Executive Director, Communications and Chief Social Officer, Telstra Corporation; and Alex Twomey, Managing Director, Bespoke Approach explored how the manner in which an organisation handles a crisis can have lasting implications for its brand, value and reputation.
The final plenary session for the conference focused on breaking news and Simon Pordage, Company Secretary, Australian Foundation Investment Company Ltd, John Rennie, Co-Covenor, Public Company Secretaries Discussion Group, Governance Institute and Greg Dooley, Managing Director, Computershare discussed significant issues that have arisen since the program was finalised, including issues arising from the 2015 AGM season, circular resolutions and the use of technology in the boardroom.
Steven Burrell officially closed the conference, thanking everyone who had contributed to making it such a success including the Board, the National Conference program committee and staff.
The conference could not have been such a success without our sponsors: Computershare; Diligent; Lexis Nexis, Redback Consulting and many others that are listed here.
Kirrilli Parker, Chair of NSW Council and Deputy Company Secretary, NMRA, announced that next year’s National Conference will be held in Sydney. Hope to see you there!
Don’t forget, all members who attended the conference can access the presentations on our website soon.