Agenda

Flexibility the key to future business success

The report, Future-Flex, seeks to challenge current mindsets about the nature of work, what constitutes the “ideal worker” and what drives performance and productivity.

Those who fail to adapt to change, risk getting left behind, it claims.

The report outlines several key factors driving change.

They include:

  • Employees – The demands and expectations of today’s diverse, multi-generational, mobile workforce are transforming where, when and how we work.

  • Globalisation – The development of a 24/7 marketplace, and the rapid expansion of the services economy are also having a transformative effect on the workplace. Companies are increasingly working across time zones and with global virtual teams.

  • Technology – Technology is both a driver and an enabler of flexibility, and has dramatically reshaped workplaces, blurring the boundaries between work and home.

  • Culture – Organisational culture is arguably the most critical of all enablers of flexibility. Building a culture of future-focused flexibility requires a sustained strategic change approach that is structured around business goals and outcomes and is supported at the highest levels of an organisation.

To achieve this, the research paper presents the case for a new approach to work design. This includes:

  • Starting with the team – Employees are key partners in developing team-based flexibility solutions that work.

  • Treating flexibility as a business tool – Focus on flexible work that boosts the performance and wellbeing of organisations, teams and individuals.

  • Considering culture – Organisational and team culture is critical to the success of workplaces; allowing employees to enjoy flexibility in their roles and be successful and engaged in their careers.

  • Challenging bias – Shifting mindset involves being aware of biases – conscious and unconscious. Many people make assumptions about what it means to be a flexible worker (for instance about people’s career aspirations, interest in training and development or levels of commitment to the organisation).

With the World Economic Forum predicting that we are currently on the cusp of the fourth industrial revolution, DCA CEO Lisa Annese says it is more important than ever that companies stop “tinkering around the edges” of flexible working.

“Those organisations that fail to adopt a different approach to flexible work will be unable to experience its benefits or meet future challenges – and that’s not good for anyone,” Annese says.


AGM question checklist

With the annual general meeting season fast approaching, board chairs and directors will be considering the inevitable questions from the floor. Being prepared is essential, especially for more probing and challenging questions.

Below is a checklist of questions compiled by Guerdon Associates on CEO and board remuneration, and board diversity that may surface from shareholders.

CEO pay

  • Why is the CEO’s remuneration so high when the company’s performance in the last three years has not shown any significant improvement?

  • Why should shareholders support the remuneration report?

  • What has the CEO done to deserve the “bonus” you have paid her or him?

  • Why did the CEO get a short-term incentive (STI) payment when dividends did not increase and profit has remained flat?

  • How did the board determine the pay structure for the new CEO?

  • Why is the new CEO paid more than the CEO who has been replaced?

  • How have you structured the buyout of prior benefits to take into account performance?

  • Why has the long-term incentive (LTI) vested when the shareholder returns have compounded at less than the bank interest rate?

  • Why have the STI performance measures not been disclosed?

  • How did the board determine the STI performance measures?

  • Why does the CEO get half of her or his STI entitlement simply for achieving budget? Isn’t that what their fixed pay is for?

  • Why does the CEO’s STI have greater weighting than the LTI?

  • What did the CEO achieve to warrant the level of STI payments awarded?

  • The pay structure permits STI payments for non-financial results when the financial performance has not been satisfactory. Why should the shareholders support this position?

  • The company did not disclose the STI performance measures last year for this year’s STI on the basis they were commercially sensitive. Can you now advise the performance measures retrospectively?

  • What is the board’s rationale for using an earning per share hurdle for the LTI rather than a measure of return on equity or similar returns measure?

Board remuneration

  • Why is the board seeking an increase in the director fee pool if there is no immediate need for it?

  • How can you justify the significant increase in board fees?

  • Why doesn’t the company have a minimum shareholding policy for the directors of the board?

Board diversity

  • Why is the board seeking an increase in the director fee pool if there is no immediate need for it?

  • How can you justify the significant increase in board fees?

  • Why doesn’t the company have a minimum shareholding policy for the directors of the board?


The big question

Question

Can a director’s fees be paid to a company via an invoice rather than directly to the director and what approval needs to be in place for this?

Answer

There would not seem to be anything in the Corporations Act 2001 to prevent a company from paying its fees to a company of a director, instead of to a director directly (see section 202A). However, you will also need to check the terms of the company’s constitution to see if this is allowed.

Provided the company’s constitution allows for such fees to be paid, the payment of such fees would seem to be permitted.

Moreover, if there are no special approval requirements in the constitution of the company for the payment of such remuneration, then it would appear that an ordinary resolution of the members of the company is all that is required. The Corporations Act does not specify any special procedure for the payment of directors’ remuneration.

This Q&A is taken from Director Assist, a complimentary member service operated in partnership with IFX. Answers are provided by a network of specialist practitioners.

For more information go to:
companydirectors.com.au/assist