4.1 Board meetings are chaired effectively and provide opportunity for all
directors to contribute
4.2 Directors seek and are provided with the information they need to fulfil
4.3 Directors are appropriately inducted and undertake ongoing education to
fulfil their responsibilities
4.4 The board’s performance, as well as the performance of its chair and other
directors, is periodically evaluated
4.5 The relationship between the board and management is effective
For a board to be effective it must take a thoughtful,
disciplined and professional approach to its work.
This can be done through careful forward planning of
board business, efficient operation of board meetings,
regular performance assessments and effective chair
arrangements. This is true not only for the board, but also
for its committees.
An agenda is a document that sets out what business
will be considered at a meeting. It lists the matters being
addressed, the order in which they will be discussed
and how much time is allocated for each. Agendas help
directors to prepare for meetings and align their focus
to the work of the board. They also assist the chair in
ensuring that issues are dealt with in an appropriate
order and depth during the meeting.
Board agendas are usually prepared by the chair with
the assistance from the CEO or company secretary. It is
a good idea for the chair to invite directors to contribute
to the formulation of the agenda, however, generally the
chair has final say on the agenda. That said, directors
should always have opportunity to raise issues for the
attention of the board at meetings. This is usually done
through a standing agenda item of ‘other business.’
Effective agendas will specify the expected outcome of
each item before the board. The agenda should indicate
whether each item is for decision, for discussion, to be
noted or presented as information only. It is helpful if
agendas indicate this as some matters cannot be deferred
and directors should come prepared to act.
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For the most part, the work of a board is conducted
through meetings. Boards can only exercise their
authority as a group, and so meetings provide the
opportunity for directors to gather, deliberate and
exercise their authority.
How meetings happen will vary between organisations.
Within any limits set by the law and by their
governing documents, boards can generally determine
for themselves how they meet including with what
frequency, by what method (in person or electronically)
and at what time.
An organisation’s governing documents and any laws that
apply to it may set out requirements about how meetings
are held. For example, there may be requirements about:
- When and how directors must be notified of a board
- How many directors must be present for a meeting to
be valid (quorum);
- Whether meetings must be held in person or
- How decisions are made at meetings (for example, by
poll or by show of hands);
- How decisions can be made without a board meeting
(usually in writing following a particular process, which
may be necessary for urgent matters);
- How many meetings must be held in a year; and
- Any minimum attendance requirements for directors
It is a good idea for the requirements around how a board
conducts its meetings to be set out in a policy document.
Many laws now are ‘technology neutral’
meaning that they do not specify or
require the use of a particular technology.
However, it is a good idea to check your
governing documents and any laws that
apply to your organisation about how
meetings must be held.
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The most important function of a board meeting is to make
decisions. This is how the board exercises its authority.
An organisation’s governing documents and any laws that
apply to it may set out requirements about how decisions
must be made. For example, under the Corporations Act,
decisions can only be made when supported by a majority
of directors unless otherwise specified in an organisation’s
Many boards, particularly NFP boards, aim to make
decisions by consensus (by general agreement). This
means that through discussion a board aims to make a
decision that has the broad support of most, if not all,
directors. However, once a decision has been made, all
directors (even those who may not have agreed with the
decision) will be held responsible for it.
Board minutes are used to record the activities and
decisions of a board. They are not a transcript of every
word that was said during a meeting or a record of
directors’ individual contributions.
An organisation’s governing documents
and any laws that apply to it may set out
requirements about how minutes must be
recorded, for how long they must be stored
and to whom they must be made available.
If possible, it is a good idea for the minutes to be taken
by someone who is not participating in the meeting
so that those people participating can focus on the
meeting. Often the minutes will be taken by the company
secretary. The person who takes the minutes should be
someone who is trusted to hear confidential information
about the board’s business.
The board should approve the minutes of each meeting
to confirm that they are an accurate record of their
work. It is a good idea for draft minutes to be circulated
to the board soon after a meeting while the business of
the meeting is still fresh in directors’ minds and then
approved before or at the next meeting.
The amount of detail included in the minutes will vary
between organisations. Generally, minutes will include
matters such as:
- What meeting was held, where and when;
- The names of attendees and any apologies;
- Any conflicts of interest declared;
- Matters discussed at the meeting; and
- Any decisions made by the board.
Minutes are one way that a board can demonstrate its
accountability for its decisions. For significant decisions,
it is a good idea to briefly outline any factors that were
considered in decision and the amount of time allocated
for discussion. This can help to establish that directors
have exercised proper care and diligence in the exercise
of their authority.
It is important to note that minutes can be used as
evidence in legal proceedings and as such it is important
to take care in the preparation of board minutes.
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Directors are responsible for ensuring they have access to the
information they need to make their decisions. This is part
of their duty to act with care in diligence which is discussed
in greater detail in Principle 2: Roles and responsibilities. One
of the ways they do this is through requesting and receiving
information in the form of board papers.
Board papers are usually prepared by people who are not
directors, but who understand the board’s needs such
as the CEO or company secretary. Information in board
papers should be consistent, coherent and complete.
Board papers are part of the official records of the
company and should be maintained in accordance with
any requirements regarding recordkeeping that may
be set out in an organisation’s governing documents or
under the law.
It is the responsibility of directors to read and understand
the information contained in board papers. If directors feel
they need more information to perform their roles, it is their
responsibility to seek it out. To do this, it may be necessary
to consult with an organisation’s staff and directors should
do this by working with and through the CEO.
“The more things that you read, the
more things you will know.
The more that you learn, the more
places you’ll go.”
In some circumstances, directors may also need to access
the independent advice of external experts such as legal
practitioners, for example in relation to the exercise of
their legal duties.
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Planning board business
A well-planned meeting schedule helps identify the
key issues for the board’s attention and helps directors
address issues in a timely and logical manner.
Many organisations use a ‘board calendar’ which assigns
important and recurring governance matters to scheduled
meetings in a single document. Board calendars help
directors to govern effectively by aligning the focus of
the board to its priorities and obligations for the year.
Board calendars can also help prevent items from being
overlooked and assist directors to take a more long-term
view of their work.
One way to develop a board calendar is to list the key
issues that a board will need to consider throughout
the year and allocate them to a particular meeting. The
example below demonstrates how this can be done with
regard to the board’s focus on finance matters.
Figure 4: Example board calendar – finance matters
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Inducting board members
Directors have all the responsibilities that come with
their roles from the moment they are appointed. As
such, it is important that they are prepared to fulfil their
responsibilities. A thorough induction process can assist
It is a good idea for new directors to receive a letter of
appointment that sets out what their responsibilities are
and any other information relevant to their appointment.
This letter should also outline the process for induction.
The induction process should be tailored to reflect the
circumstances of the organisation as well as the skills
and experience of the new director. Generally, induction
processes will include:
- Providing information such as the governing
documents, board charter, the strategic plan, recent
board papers and minutes, board policy handbook, and
the board calendar;
- Introduction to key individuals including the CEO and
senior staff, the chair and other board directors;
- Establishing a mentoring relationship with a more
experienced director; and
- Providing briefing and training to familiarise new
directors with the organisation and their responsibilities
as directors, including regarding key organisational
After a board member has been inducted, seeking their
feedback about the process is a good way to identify any
additional learning needs, and to improve the process for
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Chairing board meetings
The role of the chair is critical in supporting effective
meetings. Outside the boardroom, the chair plays
an important role in setting the board’s agenda and
in ensuring that board members have access to the
information they need to fulfil their responsibilities.
Inside the boardroom the chair facilitates discussion so
that all agenda items are dealt with appropriately
The chair also plays an important role in setting the
tone for the board and aligning discussions to the
organisation’s purpose. Board meetings should be
collegiate, and the chair facilitates this by setting the
example of behaviour and by providing clarity of purpose
to decision-making. The chair should provide opportunity
for all directors to be heard, and facilitate and enforce
respectful conduct between directors.
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An effective relationship between the board and
management contributes significantly to the effective
operation of the organisation. Although management
reports to the board, it is important that the relationship
between the two is based on mutual trust and respect.
Management and the board must work together as a
team to achieve the organisation’s purpose. For this
relationship to be effective, each must understand and
respect the role of the other. Directors must be prepared
to seek and accept management’s advice, but to do so in a
way that is constructively critical and challenging without
undermining trust or being unduly interfering.
This can be a challenging dynamic and while it is a good
idea to record how this relationship is managed in a
policy document such as a board charter, its impact is
felt in the translation of these principles into practice in
Because directors do not have individual executive
authority within an organisation, their interactions with
management should generally be channelled through the
chair and CEO. It is not the role of individual directors
to supervise or direct the work of staff or volunteers.
It is a good idea for board members to keep the CEO
informed about any relevant interactions they have with
management as a courtesy.
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The relationship between the chair and the CEO is critical
to the effective operation of the board and, by extension,
the organisation. The chair represents the board to the
CEO and acts as a conduit for communication between
the board and CEO between board meetings.
It is a good idea for the chair and the CEO to meet on
a regular basis outside board meetings to develop this
relationship and to provide opportunity for frank and
open discussions. Often the chair will act as a mentor and
sounding board for the CEO, working closely together to
align the activities of board and management.
The chair will also generally take responsibility
for leading the process around CEO remuneration,
performance and succession planning. It is also common
for the chair to lead the process for CEO appointment
and, if necessary, disciplinary action or dismissal.
"Management and the board must
work together as a team to achieve
the organisation’s purpose. For this
relationship to be effective, each
must understand and respect the
role of the other.”
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Reviewing the performance of the board
The board should work to continuously improve the way
it fulfils its responsibilities. To enable this, it is common
for boards to undertake formal performance reviews
which help to identify gaps in the governance framework
and opportunities to develop. The aim of this exercise
is to evaluate the effectiveness of the board and may
include a focus on the board, its committees, individual
directors, the chair or a combination of these.
How an evaluation is done and with what frequency
is a matter for the board to consider, but it is a good
idea to have a formal process that outlines how these
are to be undertaken. Board evaluations may be done
either internally or by use of an external consultant. It is
common for boards to undertake an internally-managed
board review on an annual basis and an externally
facilitated review every few years.
The chair generally has responsibility for overseeing the
process of board evaluation, often with the assistance of
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Questions for Directors
- How well prepared are new directors to take on their responsibilities?
- Do directors have access to the information they need to make informed decisions?
- Is there a tone of respect and collegiality in board meetings?
- Do directors understand the delineation between the roles and management?
- What steps is the board taking, or should the board be taking, to improve its performance?
The chair of HelpfulCare is elected every year by the
board following the annual general meeting. Their
appointment is at the discretion of the board.
The nominations committee oversees a formal
induction process for new directors. This involves a
dedicated training program accompanied by specific
information about the organisation’s governance such
as the constitution and board handbook. As part of
this process, directors meet with the chair and the
CEO, and are provided with opportunities for further
meetings as required.
The board has a budget for learning and development
and all directors are required to assess their training
needs every year and undertake any identified
training with the approval of the board.
The board engages an external consultant to
undertake an annual board review and its individual
directors, and the chair receive 360-degree appraisals
every two years. This process provides management
with the opportunity to provide feedback about
the board, which is reviewed by the governance
committee and summarised for the board with
reccomendations for development.
The chair meets regularly with the CEO and works
closely with them on the development of the agenda
and board papers. Board papers must be approved by
the chair before they are circulated to directors. They
must be circulated two weeks prior to a scheduled
meeting. The board meets eight times a year for a half
The president of the Friendlies is directly elected by
the members every two years. The immediate past
president remains a member of the Friendlies’ board for
one year to support the incoming chair and to mentor
new directors at the board’s discretion.
New directors are provided with relevant governance
policies as well as copies of recent board papers.
Every second meeting a board member prepares and
presents on a topic relevant to the meeting as part of
a self-directed training program, and every two years
the board receives a formal refresher session on their
directors’ duties from a community legal service.
Every two years the board establishes an ad hoc
committee to undertake a board review. They design
and deliver a survey and report the results to board
members. As part of the review they ask questions
about the performance of the chair, and individual
directors are given the opportunity to self-evaluate
and compare this evaluation against their peers in an
The chair and the coordinator meet regularly and
always in the week before the board meeting to
develop the agenda and to review any reports that
go to the board. Directors often contribute to the
development of board papers.