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Advice from Outside the Square

Managing Indigenous Organisations

Improve Your Board Induction Process

As an Indigenous Corporation incorporated under the CATSI Act, or even if you chose to incorporate under the Corporations Act or remain as an Association, you will have a Board with serious responsibilities and an important role in the governance of your corporation. From time to time, your Board members will change, or new ones are admitted. How do you handle their induction, if at all? Inducting an employee is an accepted process, and you probably have written procedures and some process to nominate a mentor to take them through their job responsibilities and introduce them to colleagues and so on. Yet, when it comes to Board members, many corporations leave it to the new inductee to learn about how it's done all┬áby themselves! You are doing well if you have a Directors' Board file with copies of the Rulebook or Constitution and previous Minutes, and welcome the new member with an informal coffee before you hand over a pile of reading. But we are all busier than ever today and often a new Board member may not be fully exposed to what the Board does. (more…)...
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Managing Conflicts of Interest

Directors of a corporation incorporated under the Corporations Act and the Corporations (Aboriginal and Torres Strait Islander) Act have a duty to avoid conflicts of interest. This duty is derived from statutory provisions, as well as common law, and this duty requires Directors to exercise their powers and discharge their duties with reasonable care and diligence, act in good faith in the best interests of the corporation, not use their position to gain an advantage for themselves or a third party, and not to improperly use information gained through their position to obtain an advantage for themselves, a third party, or to cause a detriment to the corporation. (more…)...
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How To Establish An Effective Audit Committee

An Audit Committee is one of the major operating committees of the Board. An Audit Committee is in charge of overseeing financial reporting and disclosure. In some corporations, this committee is combined into a Finance, Risk, and Audit Committee and in this form also takes into its purview the areas of risk management and other financial matters including investment policies. While an Audit Committee is generally a committee of the Board, and therefore will comprise mainly of Directors, one of its main objectives in the oversight role is to be independent of the operational functions surrounding finance, corporate reporting and risk management undertaken by the CEO and staff. Hence, depending on factors such as the size of the corporation and any inherent conflicts of interest, its membership is likely to comprise of those Directors who are not also employees (Non-Executive Directors) of the corporation and is likely to include "independent" Non-Directors. (more…)...
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Revitalize Your Indigenous Corporation’s Board

I have consulted to many Indigenous Corporation Boards on a multitude of matters from governance to decision-making, strategic planning, succession planning and efficient Board processes. One of the challenges I see these Boards face is that many of their members sit on several different Boards at the same time. Apart from potential conflicts of interest that may arise, this means that many Board members are used to bringing the same Board cultures into each different Board meeting. This leads to staleness, and all meetings start to look the same. This has long-term and pervasive negative consequences for the Boards they serve. Sometimes, they become passive through tiredness, being on so many stressful and important Boards. Respectfully, some of these people may have even stopped working hard or conscientiously. Other members don't apply the very different objectives of each Corporation into their separate Board roles. No matter which Corporation meeting they attend, they ask the same questions, they make the same responses, and they make the same decisions. So, how can you make your Board wake up and act and behave and govern differently within your Corporation? First, I believe you need to re-examine your Corporation's vision and mission. I would do this "off" Board meeting, with perhaps...
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