governance - best practices david i. matheson, q.c. mcmillan binch llp hong kong forum november 2002
TRANSCRIPT
GOVERNANCE - BEST PRACTICESDavid I. Matheson, Q.C.
McMillan Binch LLP
HONG KONG FORUM NOVEMBER 2002
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• Developing “best practices” for Governance for the Federation and Members.
• Governance: “A combination of both the overall processes and structures that are used in directing and managing operations and activities.”
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• Stewardship: “The responsibility of boards of directors involved in overseeing and setting policies”.
• We are all aware of the worldwide focus by corporations on good Governance. Why not us?
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• We can improve our organizations, and our management and directorship effectiveness.
• It is important to share Governance successes and information.
• What should we do to benefit existing and new members?
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• Start with fundamentals: – Objects and Mission Statements of
Associations, By-laws, Mandates for Boards, Committees and Program.
• Steps to consider:– Make better use of our Federation’s web-site:
• have a “Governance - Best Practices” hyperlink on the web-site and the websites of Associations.
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• All Associations should contribute to the Federation’s hyperlink by providing their Governance information.
• The “best practices” should be made available to everyone.
• Have the Federation designate a person responsible for Governance issues who can be conveniently contacted for advice.
• Have Associations designate a person.
• Establish a Governance chat room on the websites.
• Regularly select important subjects for discussion.
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• What about these subjects:– Do you have an effective board?– What makes a good board?– Is your board micro-managing too much?– Do you need an executive director (full-time or
part-time) if you do not already have one?
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• Are you attracting the right directors? If not why not?
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• Are new directors given a director’s manual on their roles and responsibilities?
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• Some Associations are having problems getting business leaders to go on their Boards. Why? They are being asked to do management and committee work!
• They are more inclined to play advisory, overseeing, funding and policy roles.
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• Do not impose assignments on such business leader directors that should be the responsibility of executive directors or committees of Associations.
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• What about having an Advisory Board made up of business leaders in your community who are interested in trade and investment, particularly with Asia and through Hong Kong?
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• To be a stronger organization consider obtaining powerful business people involved in a manner that suits them so that they can make a contribution.
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• Set up the structure that fits you best.
• One solution does not fit all!
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• Every organization is different. Some of these suggestions may not be appropriate.
• What about succession planning for officers, directors and advisors? Do you have good planning for this?
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• What about your committees? Are new chairpersons of committees given written mandates or descriptions of the roles and responsibilities of the chairperson and the committee?
• Does your Association have a finance and audit committee and good checks and balances?
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• How many Associations have director and officer liability insurance coverage?
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• How many understand the policies? How important is this for our Associations? Is there little or no real exposure? Share information on this!
• How much would your Association benefit from sharing such Governance issues and information?
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• “To be effective, boards need the right people, the right culture, the right issues, the right information, the right process and the right follow-through”1
1 Source (The 2001 report of the National Association of Corporate Directors Blue Ribbon Commission on Board Evaluation:
Improving Director Effectiveness)
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• Above all, we all must enjoy what we do!
• So where do you want to go from here?
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