Case Study – Improving Board Governance


A long-established professional membership-based association with 8,000 members employs 70 staff headed-up by the CEO, who in turn, reports to the Board of Directors comprising of 11 elected members.

The Problem

As a result of an increasing awareness of the importance and relevance of corporate governance in the not-for-profit sector, the Board of this professional association were seeking ways to improve:

    a. The general level of understanding of each Board member of their directors’ duties

    b. Their governance structure

    c. The clarity of the role and functions of the Board, and thus the desire to build a more effective Board

    d. The contribution and accountability of each Board member, and ultimately, to build a performance-oriented team

    e. Meeting effectiveness

They really needed to lift the corporate governance bar. Their research led them to Wentworth Advantage.

The Solution

Wentworth Advantage worked closely with the Board, and the CEO, over the next 18 months to develop and implement a corporate governance improvement program that addressed each of the above criteria. There were a number of key actions that were implemented over this time period, including the following:

  • Tailored governance training provided to the Board over three sessions/Board meetings, with a focus on Directors' duties:
    • - The duty to act in good faith and in the best interests of the organisation, and

      - The duty to act with care and diligence

      - Understand what is a 'conflict of interest'

  • A legal review of the corporate structure
  • A complete overhaul of the Constitution
  • Development of a director’s job description which defined the role of the director and specific responsibilities
  • Clarification of the role of President/Chairman
  • Development of a Role & Functions of the Board document
  • Development of a Directors’ Personal Performance review
  • Development of an induction kit for new Board members
  • Development of a Board Code of Conduct
  • Clarification of the role of the Executive Committee
  • Undertook a comprehensive risk management review, including a review of OHS, trade practices, insurances and environmental issues.
  • Review of Directors’ insurance
  • Improve strategies to select new Directors
  • Review of Board terms & Board size
  • Training for the President in Managing Meetings
  • The Outcome

    The focus of the corporate governance improvement program was on providing practical initiatives in the pursuit of improved Board & organisation performance. Admittedly, some of the initiatives were more successful than others, however, the organisation continues to be strong advocates for good governance and are thus prepared to spend time on it at each meeting.

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