2009 was a significant year for theAustralian Institute of Company

Directors (AICD) because directors werein the spotlight - arguably more than everbefore. As the business landscapecontinutes to change rapidly, it isimperative for directors to stay aware ofpolicies affecting their industries and tokeep their skills up-to-date. At the SADivision, we have reflected on ourdevelopments over the past year to assess

directors’ needs in 2010 and to gauge how we can be of betterservice to our members in the future.

The AICD SA/NT’s 2009 events calendar included brilliantkeynote speakers such as Steven Trigg GAICD, CEO, AdelaideFootball Club; Glenn Stevens, Reserve Bank Governor; DonMcGauchie AO FAICD, former Telstra chairman and theReverend Tim Costello AO, CEO, World Vision Australia.

AICD’s Annual Dinner, featuring Michael Chaney AO FAICD,chairman, National Australia Bank Ltd, capped off the year. Anenlightening evening of conversation covered a wide range oftopics and interests for all 400 members and guests.

The SA Division continued to set the benchmark withinnovation. The remarkable “Emerging Directors Event Series”led by chairman Chris Stewart GAICD, made noteworthyadvancements in 2009 to support the evolution of directors inSouth Australia. War story luncheons and workshops betterequipped Emerging Directors with the insight and tools to embarkon a directorship career. The networking evening designed toassist Emerging Directors in finding board positions was clearlythe standout event as more than twenty board appointments weresecured.

The Company Director Course (CDC) continues to promisedirectors a quality learning experience. AICD SA/NT nowdelivers seven CDCs a year in a variety of formats to address therequirements of directors in all industries and sectors. Participantsshare genuine business challenges in a stimulating environmentwhere they are guided by professional facilitators to dissect andresolve complex boardroom problems in keeping with current bestpractice.

The SA Division has also penetrated the market with our In-Boardroom programs. Directors can now participate in governancecourses delivered in the privacy of their boardrooms to achievedesired skill sets and improve overall board performance.

2010 will inevitably be another challenging year for directors. Asthe economy grows, climbing interest rates and risingunemployment are looming threats. Directors must be prepared todeliver results for shareholders and stakeholders. This year,boardroom diversity and director liability will continue to be bigissues. AICD SA/NT anticipates providing members withsubstantial resources to stay informed.

We thank all of our members for their involvement in building astrong director community. We look forward to continuedengagement with you in the future.

David Spear MAICDState Manager SA / NT

STATE MANAGER’SCOMMENTS

David Spear MAICD

SA/NT DIVISION COUNCIL

Alan Hewitt FAICD, President

Peter Carew AM FAICD, NT Chairman

Vanessa Boully FAICD

James Dickson MAICD

Dr Bronwyn Halliday FAICD

Brenton Ellery GAICD

Bruce Linn FAICD

Chris Stewart GAICD

Bruce Trebilcock FAICD

Heather Webster FAICD

PAGE 2

AICD is pleased to announce the addition of the Australian Institute ofBusiness Administration to our AdvancedStanding organisations. The Company Directors Course Diplomawill be recognised as one elective subjectof the Australian Institute of BusinessAdministration 12 month MBA.

AUSTRALIAN INSTITUTEOF BUSINESSADMINISTRATION

Not even 43 degree heat could keepdistinguished guests from attending

South Australia’s grandest business eventof the year - the 2009 AICD SA/NTAnnual Dinner. Cool jazz and a cocktailreception at the Hilton Adelaide offerednearly 400 local and interstate leadersrespite from the heat of a late Novemberevening.

The black-tie affair commenced with awelcome from AICD SA/NT’s CouncilPresident, Mr Alan Hewitt FAICD, whoreflected on directors’ challenges andachievements in 2009 and delivered anoverview of AICD’s strategic directionfor the future.

Mr Graham McGeagh MAICD, ChiefExecutive Officer of Finlaysonsintroduced keynote speaker Mr MichaelChaney AO FAICD.

Mr Chaney is Chairman of NationalAustralia Bank Ltd, Woodside PetroleumLtd and Gresham Partners Holdings Ltd.He is Chancellor of the University ofWestern Australia, a member of theJPMorgan International Council and aDirector of the Centre for IndependentStudies. In a relaxed interview with MrMichael Smyth from Channel 9, MrChaney spoke about his early aspirations.The vast social and economiccontributions made throughout his careerwere evident from his responses.

He explored topical issues includingenergy policy, Australia’s position in theglobal economy, the impact of Asiangovernments, director remuneration, thewater shortage and the need for robustleadership on the subject of uranium.

Mr Chaney also spoke with graveconcern for Australia’s indigenouspeople. He urged business leaders to helpclose the life expectancy gap bysupporting efforts to improve financialliteracy, delivering quality education andproviding employment opportunities.Reconciliation Australia, a non-profit,independent organisation aims tostrengthen relationships betweenindigenous and non-indigenousAustralians. The health problems ofindigenous people can be attributed totwo hundred years of oppression and theprevalence of drug and alcohol abuse, hesaid. While Mr Chaney acknowledgedthat the attitude among directors is

changing he said, “Now this is ourproblem as a nation. We should beworking out ways of fixing it.”

After questions from the floor, Mr PeterSiebels MAICD, Chairman of PartnersSA at KPMG proposed the vote ofthanks.

AICD received extremely positivefeedback from the event and we lookforward to hosting the 2010 AnnualDinner. Thank you to all our membersand guests for making it a evening toremember.

This event was proudly sponsored by:

2009 AICD SA/NT ANNUAL DINNER

PAGE 3

Lady Joan Neal AM; Sir Eric Neal AC CVO FAICD (Life); Michael Chaney AO FAICD, National Australia Bank Ltd;

Alan Hewitt FAICD, AICD SA/NT and Dr Marcia Hewitt MAICD, Zero Waste SA

Nathan Shaw MAICD, Shaw Group (Shaw Family Holdings) and Michael

Smyth, Channel 9

Michael Andrew, KPMG; Michael ChaneyAO FAICD, National Australia Bank Ltdand Peter Siebels MAICD, KPMG

Michael Chaney AO FAICD, NationalAustralia Bank Ltd; Graham McGeaghMAICD, Finlaysons and Angela McGeagh

Welcome to the New Year and theopportunity to revitalise and refresh

your workforce including a greaterdiversity of gender and skills mix.

As the economy recovers, we will see are-emergence of a skills shortage over thenext 12 months together with significantnumbers of employees having theconfidence to explore new workopportunities, leading to increased staff

turnover. Once again recruitment, selection, retention,performance management, professional development andsuccession planning will be firmly back on the agenda.

We suspect that the recovery coming somewhat earlier thananticipated has resulted in organisations being caught short intheir workforce planning.

Following a joint Ai Group and Deloitte survey of 500 chiefexecutives, Ai Group chief executive Heather Ridout said -“When we come out of this downturn we are going to have a re-emergence of the skill shortages that we had in the lead up to thedownturn.”

This certainly confirms our business intelligence which suggeststhat organisations are comparing current talent to future talentneeds, identifying what they need to take their business forwardwhile seeking retention strategies to retain their best people.

There is no doubt that people must be appointed based on merit,however we would encourage organisations when reviewing theirworkforce planning for 2010 and beyond, to evaluate the diversityof their executive and management teams.

The Australian Census of Women in Leadership (EOWA, 2008)indicates that although women comprise 44 percent of theAustralian labour force, they are just 10.7 percent of executivemanagers, 8.3 percent of ASX 200 board directors, 2 percent ofASX 200 CEOs, and 2 percent of ASX 200 chairs.

The imbalance between men and women in high-levelmanagerial, government and private sector positions continues tobe an issue. There are often structural and cultural barriers withinorganisations which overlook the capabilities and potential ofwomen who comprise 45.5 percent of managers and professionalsin the workforce.

To tap into this talented cohort of professionals, we wouldencourage organisations to objectively consider their workplaceculture or entrenched behaviours which may exclude womenfrom their executive and management teams.

Locher is actively working with forward thinking organisations ontheir overall workforce planning needs. By reviewing strategy andoperational plans for workforce implications we are able toproactively conduct a supply/demand analysis, develop acompetency assessment of future talent needs thereby identifyingstaffing gaps and surpluses.

Professional development and succession planning will becomeeven more critical as the demand for talent increases. Theemphasis on retention and development within forward thinkingorganisations is significant with many establishing “hot houses” toaccelerate and build greater capability within their teams.

ARE THE RIGHT PEOPLE IN PLACE IN YOUR BUSINESS TOMAXIMISE ON THE ECONOMIC RECOVERY?

Peter Emmerton

AICD DIRECTOR AND BOARD DEVELOPMENT COMPANY DIRECTORS COURSE

Meeting the challenge of directorship

Are you on a board?The Company Directors Course (CDC) is Australia’s pre-eminent programcovering all important areas of directorship, facilitated by practising directors.

• Receive the latest information ondirectors’ duties and liabilities

• Learn how to effectively assess riskand evaluate strategy

• Discover what a director needs toknow about assessing a company’sperformance

• Gain essential tools and materials tohelp consolidate your career

2010 Course dates:• Five day programs –

23, 24, 25, 30, 31 August 20108 – 12 November 2010

• Weekly sessions – Tuesday 7 September 2010

Join over 20,000 participants. Whetheryou are already a practising director or asenior manager who aspires to a role onthe board, this course is for you.

To enrol, or for further information on the program please contact Megan Galpin on 1300 783 566 [email protected]

The SA Division Counciltakes pleasure in

acknowledging those who haveachieved the milestones ofcontinuous membership duringNovember and December 2009.

Mr Rene Arens FAICDDirector, Tonkin ConsultingProfessor Gavin Brown AOFAICDInaugural Director, RoyalInstitution of AustraliaMr Gary Hatwell MAICDExecutive Chairman, STATUSEmployment ServicesMr Lindsay Holmes FAICDManaging Director, MeetingSuccessMr Jeff Tate FAICDChief Executive Officer, City ofOnkaparingaMr Alex Zimmermann MAICDBoard Chairman, Police CreditUnion Ltd

Dr Julian Clark MAICDDirector, Julian ClarkConsulting Pty LtdDr Dagmar Egen AM MAICDManaging Director, AlphaJadePty Ltd

Mr Stirling Griff FAICDChief Executive Officer, ContactManagement Association PtyLtdMr Barry Hanna FAICDDirector, Community CPSAustralia LtdMiss Heather I'Anson FAICDDirector, Office of PassengerTransport BoardMs Paula Nagel FAICDConsultant, Department ofPremier and CabinetMr Antimo Spagnuolo GAICDDirector, Cornes Toyota

Mr James Gerhardy FAICDManaging Director, CO JunckenBuilders Pty LtdMr Richard Pash MAICDSenior Partner, Minter EllisonMr Colin Taylor MAICDGeneral Manager FinancialServices, AWB LtdMr Alan Young AM FAICDJoint Managing Director, BakerYoung Stockbrokers Ltd

Mr John Maslen FAICDChief Executive Officer, MichellAustralia Pty Ltd

10 YEARS

15 YEARS

20 YEARS

25 YEARS

Directors & OfficersInsurance BriefingDate: 17 February 2010 Venue: InterContinental

AdelaideTime: 5.30pm to 7.30pmSponsor: Marsh Pty Ltd

Company Directors CourseInformation SessionDate: 25 February 2010 Venue: AICD Boardroom, Pirie

StreetTime: 8.00am to 9.00am

SME Briefing – Romancingthe BankDate: 11 March 2010Venue: InterContinental

AdelaideTime: 5.30pm to 7.30pmSponsor: BDO & Cowell Clarke

In Focus – The Board andthe CEODate: 16 March 2010Venue: InterContinental

AdelaideTime: 5.30pm to 9.00pm

Luncheon with SenatorNick MinchinDate: 24 March 2010Venue: InterContinental

AdelaideTime: 12.00pm to 2.00pm

OH&S WorkshopDate: 30 March 2010Venue: Thomson Playford

Cutlers, Gouger StreetTime: 8.45am to 11.15amSponsor: Thomson Playford

Cutlers

In Focus – The Not-for-Profit BoardDate: 20 April 2010Venue: InterContinental

AdelaideTime: 8.30am to 4.30pm

In Focus – The Board &ReportingDate: 29 April 2010Venue: TBATime: 8.30am to 4.30pm

FEBRUARY 2010

MARCH 2010

APRIL 2010

PAGE 5

SA DIVISION DIARY DATES

For further information on the aboveevents or programs, please contactMegan Galpin on (08) 8236 2800 [email protected]

CONGRATULATIONS

NEW MEMBERSNOVEMBER / DECEMBER 2009

Dr Michele AkeroydManager, Water QualityResearch Australia

Ms Kate AndrewsChairman, Natural ResourceManagement Board (NT) Inc

Mr Phil AucklandChief Operating Officer, WaterQuality Research Australia

Dr David BrookesChairman, Living CellTechnologies Ltd

Ms Ruth CarterManaging Partner, Ruth Carter& Associates

Ms Melanie CooperDirector, Coopers Brewery Ltd

Mr Andrew DaveyManaging Director, WirrawillaCapital Partners

Mr Greg DiganceOwner/Operator/GoverningDirector, GAAGE Pty Ltd

Mrs Louise DraytonManaging Director, EnergyExemplar Pty Ltd

Ms Karen ElligettExecutive Director, Departmentof Local Government andHousing

Mr Philip FunnellChief Executive Officer, ChapleyGroup Management Services

Professor Christian GerickeProfessor, The University ofAdelaide

Mr David GrantGroup HSE Manager, EnsignInternational Energy Services

Mr Scott JohnsonChief Financial Officer, BuiltEnvirons Pty Ltd

Mr Evan JuddDirector Sales & Marketing,Pendleton Estate Pty Ltd

Dr Zoe LovePresident, Chiropractors'Association of Australia (SA) Ltd

Mr Mark MillerManager, Health OutcomesInternational

Mr Grant MittigaDirector, Hincks Partners

Mr Nathan MorsilloFinancial Controller, CentralLand Council

Mr Alan NankivellChief Executive Officer,Phylloxera and Grape IndustryBoard of South Australia

Mr Raju NarayananManager International Business,University of South Australia

Mr Marc PhilippPartner Consulting, DeloitteTouche Tohmatsu

Mrs Rachel ReesChief Financial Officer, UraniumOne Australia Pty Ltd

Mr Brett SchattoAdviser, Retireinvest Blackwood

Mr Shaun SwiftManaging Director, AdtransGroup Ltd

Mr Peter TaylorChief Operating Officer, Centrefor Appropriate Technology

Sue Chase is Managing Director and majorityshareholder of Cowell Electric Supply PtyLtd, a company she started in 2001. Sincethat time, together with her dedicated andhighly skilled team of employees, she hasbuilt the business from a turnover of $2M to$12M, twice reaching the FastmoversSA listof top 25 fastest growing SA companies,and in 2009 being included in the Top 100SA companies.Sue was born and bred at Cowell on South

Australia’s Eyre Peninsula. After four years of schooling as a Boarder atScotch College, and two years working in Adelaide she returned toCowell to work. Sue is passionate about providing services to thepeople and industries of regional and remote areas of Australia, andflies herself to many remote sites in her 1969 Beechcraft BonanzaAircraft. She is also a director of Free Eyre Limited, a public companyformed by a group of Eyre Peninsula farmers to take control and addvalue to their farming enterprises and production, and was recentlyappointed to the Board of EP Storage Pty Ltd which this yeardeveloped a grain storage site near Rudall on Eyre Peninsula. As part of her commitment to education, training and communitydevelopment, she serves on the Infrastructure Committee at ScotchCollege and the TAFESA Regional Council.

1. What was your first job?My first job after leaving school was as the relieving data centremanager for IBM Adelaide, which involved training people in the use ofdata entry using keyboards instead of hole punched cards.

2. What has been your best career decision?Moving back to Cowell to take on the role of clerical officer/computeroperator for Cowell Electric Supply Co Ltd, whilst also undertaking aBusiness Certificate of Accounting through the Open Access College.My commitment to life long learning and undertaking regularprofessional development has really been the catalyst to furthering mycareer.

3. What book are you currently reading?Mao’s Last Dancer by Li Cunxin. I picked up a signed copy at the SAGovernment Investment Symposium early in December, where Li wasan inspirational guest speaker. I was shocked by the poverty he grewup with, and inspired by the hardships he overcame, and by hisdedication and determination to be the best ballet dancer in the world.

4. What was your first directorship? How did you obtain it?My first directorship was of Cowell Electric Supply Co Ltd, when I wasappointed Managing Director in 1990, after having been promotedthrough the ranks from Clerical Officer, Administration Manager,Company Secretary, Joint General Manager and General Managerover a period of 12 years.

5. What is the best thing about being a company director?I enjoy the teamwork and the strategic thought required to lead thebusiness towards sustainable growth, and building a competitiveadvantage in a world that is constantly changing and facing newchallenges.

6. What do you believe are the key issues facing directorstoday?Corporate governance, achieving growth through the global financialcrisis, risk management, and strategic leadership.

7. What piece of advice would you give an emergingdirector?Always read your reports and have adequate preparation before boardmeetings. Participate actively in discussions around the board table,be prepared to accept others points of view, but never lose sight ofyour ethical values.

8. What do you like to do in your spare time?Spending time with family and friends, being a volunteer pilot for AngelFlight, fishing for crabs and whiting in our beautiful pristine waters onEyre Peninsula, reading, gardening and travelling.

9. Who in corporate Australia would you choose as a mentorand why?I have been very lucky to have had some wonderful inspiring mentorsover the years. In particular, John Parnell of Parnell Mogas, who wasCowell Electric’s independent chairman from 2001 until 2007. He wasan excellent sounding board and advisor, and is a great friend. For afuture mentor, I would chose the 2009 Telstra Business Woman of theYear, Gina Reinhardt as a person who has worked through very difficulttimes and emerged as Australia’s richest woman, working in the maledominated mining and pastoral industry. She has shown great courageto achieve what she has.

10. What has been a personal highlight for you during yourcareer?One of the highlights is winning the 2009 SA Telstra Business Womanof the Year. However, I think the most rewarding highlight has beenturning the Cowell Electric business around from near collapse toconsistent profitability, sustaining strong growth and empowering myteam of very capable employees to achieve personal growth andtargets.

MEMBER PROFILE

Sue Chase FAICD

AICD presented the Company Directors Course (CDC) over fivedays in late October 2009. It was held in the Riverland for the

first time at the Renmark Country Club. The room overlooked thefairways with one participant taking advantage of the opportunity topractice his putting during the lunch break.

Facilitators including Ms Anne Skipper AM FAICD; Ms Susy DawGAICD; Ms Rosey Batt MAICD and Mr Henry Botha MAICD allmade the journey from Adelaide to Renmark, and Dr John HarteFAICD flew in from Victoria.

The participants came from Renmark, Berri, Moorook, Adelaideand even New South Wales to join in the CDC.

Feedback indicated that the CDC was not only relevant, practicaland a great resource, but it also provided participants withconfidence and ideas for new approaches. The CDC was noted asbeing an exceptional program and attendees particularly valued theopportunity to interact with the experienced presenters.

On the Thursday evening, Ms Pam Mobius, Member RelationsAssistant, hosted a cocktail party for the CDC participants. Basedon the outstanding responses received, AICD plans to run moreeducation programs in regional areas in the future.

We would like to thank the facilitators and participants for makingthe Renmark CDC a success.

PAGE 6

CDC – RENMARK

CDC participants and facilitator Anne Skipper AM FAICD

I grew up inhotels with myfamily owningmotels in MtGambier andthen eventuallyin Adelaide.The hospitalityindustry was agood trainingground for life

as the diversity of responsibilities allowsyou to develop a broad skill set. Duringmy 25-year career in the hospitalityindustry I increased my industry focus bysitting on the national boards of BestWestern Australia and the AustralianTourism Accreditation Association. I haveworked with the Adelaide City Councilthrough chairing the Melbourne Streetprecinct group, a business andcommunity group building the communityin lower North Adelaide. My move intoinvestment and finance in 2006 has ledme to currently chair SA Angels, anAdelaide based Angel investment group.We act as a conduit to help entrepreneursand investors build financial relationships.Part of this relationship is assistance withdirection and governance issues, whichfits well with my role on SA’s AICDEmerging Directors Committee.

1. What was your first job?My first job was working as a kitchenhand, they say you need to start from thebottom in the hospitality industry.

2. What book are you currentlyreading?I am currently reading The SmartestInvestment Book You’ll Ever Read byDaniel R. Solin. Another financialmanagement, equity allocation book,there is always another perspective on theart of investing.

3. What was your first directorship?How did you obtain it?My first directorship was on the nationalboard of Best Western Australia. Theelection process was an open,membership based election, a bit nervewracking as a process but an honour tobe elected by the members at large.

4. What is the best piece of adviceyou have received (personal orcorporate)?To keep an open mind and evaluate everyopportunity on its merits.

5. What do you believe are the keyissues facing directors today?The job of a director is getting morecomplex and onerous with each passingyear. As a director in 2010, some of thekeys issues are the changing industrialrelations landscape, environmentalresponsibility (green energy) and the evertightening directors duties andresponsibilities.

6. What piece of advice would yougive an emerging director?To continually build their skills, broadentheir knowledge and most importantly,strengthen their networks. They need toposition themselves as the right personfor the directorship, someone who fills theskills gap and has the networks forindependent recommendations.

7. What is your philosophy on life?As a good friend of mine told me, “happywife, happy life!”. While this is a bitflippant, it encompasses work/life balance,open honest communication and clarifiesthose things which are truly important inlife. As a philosophy, the focus is onembracing as many opportunities as youcan without sacrificing your relationship oryour health. You may have many jobs,many directorships but only one life. Hewho has the most directorships or toysdoes not necessarily win!

8. How do you achieve work / lifebalance?It is very much dependant on your stagein life. The term should actually be quality,work/life balance as it is what you do withthe time that makes the difference. I amfortunate that I currently set my workinghours so I can make time to spend withmy family.

9. What prompted you to become amember of AICD?Becoming a member of AICD andcompleting the CDC was actually thesuggestion of the CEO of my firstdirectorship.

10. Who in corporate Australiawould you choose as a mentor andwhy?Giving this some thought I would have tosay, Mr Gerry Harvey (Harvey Norman).Mr Harvey, with his depth of experience,wide range of interests and understandingof consumer behaviour would make avery compelling mentor. He comes acrosswith a very laid back style but the pathtravelled to get to this stage in life wouldbe fascinating to draw upon.

Chris Stewart GAICD, Committee ChairmanAnna Bryant GAICDMichael Dilettoso GAICDDarren McMillan GAICDCourtney Morcombe GAICDKylie Sproston AAICDHelen Ujvary GAICDRichard Willson GAICD

EmergingDirectorsCommittee

PAGE 7

Recently AICD announced aprogram to address the issue

of insufficient femalerepresentation on Australianboards. AICD believes that thecurrent proportion of women onmajor company boards inAustralia (8.3 percent of ASX200 company directors) is notgood enough and needs to beincreased. In response to this

issue, AICD has announced a broad range of initiativessuch as:

• recommendations for boards to adopt, and report onits diversity policies;

• recommendations for greater transparency in boardselection processes;

• a new AICD mentoring program bringing togethersenior listed company chairmen and emerging womendirectors;

• enhanced AICD database and information servicesfor women directors;

• additional briefings, seminars and other eventstailored to the needs of aspiring women directors; and

• a new AICD publication providing guidance forboards and search professionals on boardappointments that highlights the advantages ofdiversity.

AICD has taken a bold leadership role in this hotlydebated and volatile topic and while it remains firmlyopposed to a “quota” based approach to board diversity,clearly it is emphasising the value of enhanced diversityon our boards.

While these initiatives are targeted towards femaledirectors, there is a high degree of relevance to othergroups such as emerging directors, the next generation ofyounger directors who are looking to extend theirboardroom career. The SA Emerging DirectorsCommittee has been working hard over the past twoyears to address the ‘age’ diversity issue, by developing arange of events and forums to help equip AICD’syounger members with the skills, knowledge andexperience they will need as they embark on their ownboardroom careers.

It is exciting to see AICD moving ahead with itsdiversity policy and over time, this will lead to moredirectors being chosen from a broadly-based candidatepool, possessing appropriate individual skills, variedexperience and sound judgement but also reflectingdiversity of gender, age, experience, relationships andcultural background.

Diversity is a competitive advantage bringing real value,adding to the collective skills and experience of theboard and allowing board refreshment with changingcompany needs.

Chris Stewart is a councillor with AICD’s SA/NTdivision and Chair of the Emerging DirectorsCommittee. If you would like to contribute to theEmerging Directors program or the Committee, pleasecontact David Spear at the AICD office on 08 8236 2800.

Chris Stewart GAICD

Michael DilettosoGAICD

EMERGING DIRECTORS &BOARDROOM DIVERSITY

EMERGING DIRECTORMEMBER PROFILE

AICD#1

597

PAGE 8

Whether you are looking to keep up-to-date with the latest openings on Australia’sprivate, public and NFP boards – or to helpyour organisation find the ideal candidateto strengthen your governance team, wehave a new service to meet your needs.

Looking for a directorship?Over 50 percent of AICD membersindicated in a recent member surveythat assistance in finding boardpositions is a service they seekthrough their membership.

In response to member feedback, AICD hasbeen working on the development of acustomised program for ‘finding boardpositions’ and as a result, AICD hasreplaced its Directors Register service witha new member service called DirectorshipOpportunities.

Directorship Opportunities will allow youto actively participate in finding new boardpositions by displaying online the details ofadvertised directorships; whereby you maythen choose what you apply for and watchthe progress of your application online. Theservice lets you set-up and manage email

alerts for all new board positions as they areadvertised or only those that meet yourspecified criteria.

Members who were subscribed toDirectors Register have automaticallybeen provided access to DirectorshipOpportunities.

Members not yet subscribed can joinDirectorship Opportunities for an annualsubscription fee** of $75(excl GST).

Looking for a new member for yourboard?With increasing recognition of theimportance of board diversity,Australian businesses looking for anew board member seek a variety ofchannels and networks to helpdiscover candidates that will expandthe depth and breadth of the diversityand expertise of the board.

Directorship Opportunities allows yourorganisation to submit the description ofthe board position and have this promotedto the highly targeted audience of AICDmembers looking for a new directorship.This service will allow organisations to

improve their likelihood of finding theright candidates by advertising the positiondescription including the essential industryexperience, qualifications, specialist skills orlocation required of candidates. Throughthis service, your organisation can targetspecific skills, and enthusiasm for yourorganisations purpose.

SPECIAL INTRODUCTORY OFFER:Organisations may list their available boardpositions FREE for the first six months ofoperation.

For further information, to join, or post aposition advertisement on the new service,please visit: www.companydirectors.com.au/directorshipopportunities or [email protected]

* Launch date mid-November 2009. Please refer to theAICD website for regular updates

** Annual subscription fee for this service is in addition toyour AICD membership. To subscribe you must havecurrent financial AICD membership. Your fee will becalculated pro-rata to match your membershipperiod.

DIRECTORSHIP OPPORTUNITIES

The expectations of directors evolve and regulations change.AICD delivers professional development to increase yourunderstanding of the role of a director, enhancing performance andeffectiveness.

The ‘Foundation of Directorship’ suite comprise 6 short coursesproviding an induction into the key elements of directorship.

To find out more call 1300 783 566 or visitwww.companydirectors.com.au

Foundations ofDirectorshipCreating Awareness

Adisciplinedapproach to

Risk Management isa sound businessstrategy for allgrowing businesses,including privatebusinesses. At BDOwe receive a lot ofquestions from

business owners trying to mitigate risks thatmay impact their business. In this article, weaddress some common risk managementquestions.

So, spend a few minutes to consider thequestions and answers below thinking aboutthe needs of your business.

“So what is Risk Management?”

Risk Management involves the identificationof possible business threatening incidents(examples - fraud, IT failures, succession,credit, liquidity etc.) that may occur,assessing the likelihood and impact of thoseincidents, and then developing appropriateresponses to minimise or negate thosepotential risks.

A strong Risk Management process acrossthe major risk classes can be of direct benefitto all stakeholders including owners,management, staff and bankers. This leads tobetter, more informed decisions, a chance toconsider opportunity risk and a disciplinethat supports your business strategy andcontinuously improves your operationalperformance.

“But we’re only a small business, we’re not listedon the ASX, we run a tight ship, why do weneed it?”

The need for sound Risk Managementpractices applies to all businesses, regardlessof size. If these types of disciplines are goodfor ‘big business’, then those businesses thataspire to grow, need to use and apply thesedisciplines as they grow so they are embeddedinto work practices.

A disciplined approach to Risk Managementis widely recognised as a contributor toimproved business performance and fraudminimisation, as you review information yourbusiness does not ordinarily see.

“I’ve been successful in business for many years–I understand the risks I’m taking!”

It is important that you and yourmanagement team have a common view ofyour key risks.

When sponsored by the owner or CEO, adisciplined approach to risk management(including documentation of risks andmitigation strategies), sets the right “tone atthe top” across the whole organisation.

Shared information can trigger a newperspective that might result in a newopportunity to enhance performance. Theimpact of unexpected absences or changes inpersonnel can also be minimised throughgood documentation.

The risk profile of your organisation isconstantly changing as you expand into newareas – product, services, location, people –how confident are you that the new risks arebeing adequately controlled?

If you are concerned about risks or would liketo understand ‘what you don’t know’ aboutyour business, a Risk Management assessmentcan help your business.

RISK MANAGEMENT – A SOUND BUSINESS STRATEGY

In business, thereare always anumber of risksfacing companydirectors. Those riskscan be avoided bydeveloping a soundrisk managementpolicy. The first stepfor company

directors is to inform themselves of theircompliance obligations so that they can assessthe risks which they and their business faceand put strategies in place to manage them.

A director’s compliance obligations are wide-ranging and daunting. Part of the difficulty fordirectors is that such obligations arise from anumber of different sources and it can be hardto know where to find them. The following isa list of some of the major responsibilities andobligations which a director should be awareof:

• The duty to act with care and diligence –A director must take reasonable steps tomonitor overall business performance andremain well informed of all of thecompany’s material financial information.

It is not permissible to be what was onceknown as a “sleeping” director.

• Insolvent trading – A director isprohibited from causing or allowing acompany to incur new debt when thecompany is insolvent. Directors can beheld personally liable for debts incurred insuch situation and in extreme cases,prosecuted and jailed.

• Accounts – Directors must ensure thatrecords are kept which present a true andfair view of the company’s financialposition. In addition directors need to beaware if their company is insolvent or atrisk of insolvency.

• Competition laws – Part IV of the TradePractices Act 1974 (Cth) prohibits acompany from engaging in conduct whichreduces competition in the market. Thisnow takes in engaging in “cartel conduct”which includes price-fixing, restricting theproduction or supply of a product,allocating customers between competitorsand bid-rigging. Criminal penalties mayapply to directors after an investigationand trial.

• Misleading Statements – It is an offencefor directors to provide misleading or

untrue statements about their accountsand financial position. In particular,directors may not make misleadingstatements on order to obtain finance.

• Occupational Health and Safety –Directors must ensure that they createboth a safe working environment and safesystems of work for their employees. Underthe Occupational Health & Safety Act1986 (SA) the appointed ‘responsibleofficer’ of a company may face personalfines for failure to ensure their companymeets an appropriate standard of healthand safety compliance.

• Income Tax Act – Directors should ensurethat their company’s PAYG obligations arealways up to date. If not, a notice unders222AOE of the Income Tax AssessmentAct 1936 (Cth) can make directors liablefor the company’s taxation debt.

If you’re concerned about whether you, oryour business may be exposed to these risks,then a legal Risk Management assessment canhelp.

Paul Gosnold

Peter Leech

RISK MANAGEMENT – DEVELOPING A POLICY

PAGE 9

annual sponsors

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