from board member to ceo: the protocols ? 1. introduction 2. case study 3. executive/ non-executive...
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1.1. INTRODUCTIONINTRODUCTION
1.11.1 Legislative FrameworkLegislative Framework
1.21.2ConstitutionConstitution
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FROM BOARD MEMBER TO CEO: THE PROTOCOLS FROM BOARD MEMBER TO CEO: THE PROTOCOLS ??
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FROM BOARD MEMBER TO CEO: THE FROM BOARD MEMBER TO CEO: THE PROTOCOLS ?PROTOCOLS ?
Realistic capacity to Realistic capacity to
influence.influence.
Substance not slight.Substance not slight.
Not necessarily pecuniary.Not necessarily pecuniary.
Includes conflicts of Includes conflicts of
interest.interest.
NoticeNotice.
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FROM BOARD MEMBER TO CEO: THE PROTOCOLS ?FROM BOARD MEMBER TO CEO: THE PROTOCOLS ?
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FROM BOARD MEMBER TO CEO: THE FROM BOARD MEMBER TO CEO: THE PROTOCOLS ?PROTOCOLS ?
In the Registered Clubs sector in NSW, the alternatives would appear In the Registered Clubs sector in NSW, the alternatives would appear to be:-to be:-
The Director to declare a material personal interest, be excluded The Director to declare a material personal interest, be excluded from discussion and voting, but only resign if he is successful in being from discussion and voting, but only resign if he is successful in being offered the job.offered the job.
The Director to declare a material personal interest, and request a The Director to declare a material personal interest, and request a leave of absence from all Board duties for the period of the leave of absence from all Board duties for the period of the recruitment process, say 4 to 6 weeks.recruitment process, say 4 to 6 weeks.
The Director to declare a material personal interest and resign from The Director to declare a material personal interest and resign from the Board, perhaps hoping if he is not successful, he will be appointed the Board, perhaps hoping if he is not successful, he will be appointed to the casual vacancy (which may create some interesting dynamics to the casual vacancy (which may create some interesting dynamics of its own).of its own).
The Director to declare a material personal interest, and hope his The Director to declare a material personal interest, and hope his fellow Directors resolve to allow his participation in the process as a fellow Directors resolve to allow his participation in the process as a Director, but resign if offered the job.Director, but resign if offered the job.
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FROM BOARD MEMBER TO CEO: THE FROM BOARD MEMBER TO CEO: THE PROTOCOLS ?PROTOCOLS ?
Arguments for and against.Arguments for and against.
IndependenceIndependence
Enron, WorldCom, HIH, OneTelEnron, WorldCom, HIH, OneTel
Directors contribution to NFP sector Directors contribution to NFP sector (AICD & Centre for Social Impact 2011)(AICD & Centre for Social Impact 2011)
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FROM BOARD MEMBER TO CEO: THE PROTOCOLS ?FROM BOARD MEMBER TO CEO: THE PROTOCOLS ?
UK Charity UK Charity CommissionCommission
ConstitutionConstitution
Board Charters?Board Charters?
Legislation?Legislation?Wentworth Lawyers
FROM BOARD MEMBER TO CEO: THE PROTOCOLS ?FROM BOARD MEMBER TO CEO: THE PROTOCOLS ?
Victor HamitVictor HamitWentworth LawyersWentworth LawyersLevel 40Level 40140 William Street140 William StreetMELBOURNE 3000MELBOURNE 3000Tel: 03 9607 8380Tel: 03 9607 8380Email: Email: [email protected]@wentworthlawyers.com.au
From Board MemberFrom Board MemberTo CEO:To CEO:
The Protocols ?The Protocols ?