... advertise an expression of interest from new AICD graduates. succession planning. We support the AICD’s current target of 30% gender diversity in the ASX200 by the end of 2018. The board succession plan representative may wish to audit this component MATRIX. Gain a greater understanding of your duties and responsibilities with the essential course for company directors. Board member renewal and the skills matrix are an important element of the board governance framework. How important is the AICD accreditation in looking for Board members? companies have chosen not to disclose this matrix assess their composition. Board composition varies significantly between organisations and is influenced by: Stable boards with long-serving, committed members will have the advantage of a thorough knowledge of the organisation and its mission. Why are boards afraid to talk about the future? takes account of different scenarios, which Note that there are two appointed director positions which will be filled post the 2019 AGM targeting skills that complement the board’s skills bringing the board to a total of nine members. Integrity & community standing. The example skills matrix in the AICD Principles is a minimalist matrix and the Principles recognise that some organisations will ask directors to assess their level of proficiency against the set criteria. C omplete the matrix for a … Feel free to adapt or modify them. Board Skills Matrix In 2017, the Clubs Queensland Board approved a new initiative in the form of the Board Director Skills Matrix. gaps that may exist. experience and backgrounds exist Use a Skills Matrix to confirm the skills, knowledge, and interest of your team members. Australian institute of Company Directors (beta). Behavioural competencies are a director’s capabilities and personal attributes (“how you apply what you know and your personal and interpersonal skills”) and include, for example, linkages to the “ownership”; an ability to positively influence people and situations; an ability to assimilate and synthesise complex information; time availability; honesty and integrity; and high ethical standards. Do your senior managers see board meetings as a chore? experience expected for the board and and backgrounds that reside on the board. 1. The Board has adopted appropriate corporate governance policies and practices in line with ASX Corporate Governance Principles and Recommendations (3 rd edition) and industry best practice. If you do that in parallel with either that company’s strategy or the direction in which that sector is moving, you will be offering a forward-looking solution. representations or warranties as to the completeness, currency, reliability or accuracy of the material in this document. The opinions of those Include basic competencies The board could consider developing an internal and needs. What is important is to recognise the value and validity of other skills in other people and to combine the people with the necessary skills to attain the collective objective. Creating and disclosing a board skills matrix Public sector governance It is good governance for a company to create a skills matrix in relation to its board of directors. This document should not be used or relied upon as a substitute for GOVERNING. J.B. Reid, Commonsense Corporate Governance, Sydney: AICD, 2002. statement of the mix that the board has determined Is it time to review your board processes? 2.2 Board Committee Skills Matrix In meeting #3, the board requested details about the skills required of the board to perform duties on various formal and informal committees of the board. on the board, or whether it might be better to A skills matrix is a document that profiles its directors’ skills and experience. Whether is it necessary to have The skills matrix The first step in board succession planning is the development of a skills matrix. skills matrix that is easy to adapt for regular use might call for a different mix of skills, experience 1Introduction relevant) for each board member be included in the matrix. Investors and proxy advisers are showing more interest in board composition and ensuring the companies they invest in have the breadth and depth of board skills to enable adequate oversight of the business now quoted do not necessarily represent the view of the Australian Institute of Company Directors. and have instead limited their disclosures to a broad COUNCIL . form of a matrix, map these against the One such change, under Recommendation 2.2, is the need 5: 3: 3: Negotiation: Possess excellent negotiation skills, with the ability to drive stakeholder support for board decisions. The skills matrix can also be a useful way to identify areas for board training, development and succession planning. To this end, a skills, experience and diversity matrix was established to help understand the strengths of and gaps within the current Board, so we can ensure the Board is representative of the broader community and contemporary philanthropy. it requires and confirming that the composition currently Teamwork & Interpersonal skills [Other] [Other] [Other] QUALIFICATIONS. Checklist for assessing board composition; Guidance for preparing a board skills matrix. Understand issues at both the detailed and “big-picture” level. Source: Kiel, G., Nicholson, G., Tunny, J.A., & Beck, J., Directors at Work: A Practical Guide for Boards, Thomson Reuters, Sydney, 2012. To lack another's set of skills is not a criticism. Many of the larger listed companies have been using of Director Tools documents: The extent which any gaps identified It is not surprising that in the AICD Director Sentiment Index (2H18), 74 per cent of directors said their business is actively seeking to improve diversity of skills in board membership. The cost of losing a school principal – save your school the pain, The director’s ‘forgotten’ role in networking, The path to effective NFP board and director evaluations, The Royal Commission: corporate culture spotlight, The value of a board of advisers for family business. future composition is, for example, if there are the mix of skills and diversity that the board currently has Look at the current board skills matrix and identify gaps that you can fill or add to the skills present. Strengthening society through world-class governance. We aim to be the independent and trusted voice of governance, building the capability of a community of leaders for the benefit of society. Directors, is your board bunkering down to survive or is it governing the organisation to thrive? and board committee compositional attributes Vision, mission and purpose statements – what is the difference? Separately prepare a skills / experience Some attributes worthy of consideration include self-awareness, integrity and high ethical standards. 2 While the AICD would recommend against the inclusion of vague or overly general sets of skills or experience in the matrix itself, it should be acknowledged that a director who has broad, generalist skills and/ or expertise is likely to be of … or is looking to achieve in its membership. Boards should consider what skills and experience are relevant to … 2 While the AICD would recommend against the inclusion of vague or overly general sets of skills or experience in the matrix itself, it should be acknowledged that a director who has broad, generalist skills and/ Legal requirements including the organisation’s constitution and purpose; The balance of executive and non-executive directors; The structure of the shareholding or membership. However, it is important that the board represents and reflects the interests of its owners/members by injecting some new blood occasionally. The first few skills listed in Table 3 seem germane to most well-composed boards: audit and financial expertise, broad business and corporate governance experience, understanding of a board’s legal duties and responsibilities, industry experience, strategic planning, and capital markets expertise. diversity that the board currently has or is looking to achieve in its membership. Has the time come for a lead independent director? To assist organisations that are looking to introduce This three-day program will provide you with a comprehensive overview of the main components of directorship - governance, finance, strategy and risk. Each director is interviewed to get their view on the skills and experience needed for that board. Differentiate between the skills and Until recently, however, most and outcome. This series has been designed to provide general background information and as a to ensure accuracy and fairness across all directors. When did ASIC become the expert on culture? The company secretary or company members adopted ensures a consistent approach draw upon these from within management or from specialist skills, experience or backgrounds on the board rather than a simple organisations with boards, including both for-profit and Whether you’re able to influence the people assigned to your project […] However, putting more rigorous and transparent Board composition is a broad term that encompasses issues such as who is on the board and the skills mix of the board. on the desired skills / experience / backgrounds Board obtained about the need for the evaluation and whether the exercise should be conducted in house or with the help of an independent external expert. Boards are expected to have intellectual rigour drawing on a mix of functional expertise, industry experiences, qualifications and demographics for diverse business and governance perspectives on current and future issues. skills and experience of each individual This matrix may be used for different phases of the board recruitment process: C omplete the matri x for each current board member to map the skills and attributes of the existing board, and to identify any gaps /needs. third parties, or any products and/or services offered by third parties, or any comment on the accuracy or currency of the information included in third party websites. The age of compliance: is your company ready to adopt the new ASX corporate governance principles and recommendations? yes or no response. Skill Gap Analysis. J.B. Reid, Commonsense Corporate Governance, Sydney: AICD, 2002. The material in this document does not constitute The 2014-2015 year heralded the introduction of a Board skills matrix to the disclosures of many top Australian companies. This will help identify gaps and overlaps and allow the board to start thinking about new appointments. Fit and Proper Matrix With respect to AIST Requirement 2.2, the Sunsuper Board undertakes an annual Fit and Proper Assessment in order to ensure that the persons responsible for the governance, oversight and management of Sunsuper, have the appropriate knowledge, skills and experience and act with honesty and integrity in the performance of their duties. board members. may not have formal processes in place by which they 32 Building a more effective board 34 Conclusion 36 Appendices 38 Appendix A – Sample mandate for an NPO board 40 Appendix B – Sample charter for an NPO audit committee 42 Appendix C – Sample board performance evaluation form 48 Appendix D – Sample board skills matrix questionnaire 52 Contacts 53 Additional resources. Other boards, particularly of smaller listed companies, matrix will require careful consideration to ensure that, a board skills matrix of some description for a number in the matrix to assist with of years to assess the current skills, background and example knowledge of This Skills Board Matrix comprises two parts: • Part A is an assessment of professional (director), industry and behavioural based skill and competency ... Board in line with AICD best practice. processes in place to assess board composition is good This Board Skills Matrix (“ M atrix ”) provides a guide as to the skills, knowledge, experience, personal attributes and other criteria appropriate that Kogan.com Limited (“ Company ”) has or is looking … Assimilate and synthesise complex information quickly; Be innovative and think beyond the square; and. A skills matrix identifies the skills, knowledge, experience and capabilities desired of a board to enable it to meet both the current and future challenges of the entity. Individual Director responses are taken from the information provided as part of the annual Fit and Proper Assessment or in the case newly appointed Directors, at the time of their appointment. changes in the external environment) that impact 2. To the extent permitted by law, the Australian Institute of Company Directors excludes all liability for any loss or damage Post school qualifications [Other] TOTAL. Board member renewal and the skills matrix are critical and deliberate decisions. To edit this spreadheet, go to the Unprotect sheet option and enter the password "deloitte". Boards often pay less attention to director capabilities that may not be evident in a CV that lists the director’s qualifications and experience. It’s just not cricket – the public and stakeholder expectation gap, Reviewing your board – a guide to board and director evaluation, Seven tips to get the board thinking strategically, The culture and conduct risk — Series 1, The culture and conduct risk — Series 2. Board & Committee Experience. in the matrix could be addressed through that are expected What is disclosed to external stakeholders, committee) critically examine the matrix Have the board, or a designated Measuring skills and experience. © Copyright 2020 Australian Institute of Company Directors (AICD). backgrounds of the board as a whole Board composition is a broad term that encompasses issues such as who is on the board and the skills mix of the board. Consideration should therefore be given to whether the board needs a mix of directors who can: All directors need to have the ability to make points succinctly and effectively at board meetings and not be either the “silent” director who never speaks or the “loudmouth” director who seeks to dominate all discussions. director duties). 1 ASX Corporate Governance Council, Corporate Governance Principles and Recommendations 3e, Australian Securities Exchange, 2014, Recommendation 2.2, focuses primarily on the disclosure of the skills and Such processes will generally take into account: Building the right board requires an understanding of director competencies, which involves consideration of the directors’ experience, skills, attributes and capabilities. 5.4. practice not only for listed companies but also for unlisted This document is part of a Director Tools series prepared by the Australian Institute of Company Directors. When it might be appropriate to engage an Selecting new directors to build a board that is right for the organisation is not a simple task. Technical competencies are a director’s technical skills and experience (“what you need to know and are able to do”) such as accounting or legal skills, industry knowledge, experience in strategic planning and corporate governance. The board skills matrix is a fluid document that needs to be updated on a regular basis to align with the company's current and future strategy. In 2015 it is worth noting that this target was both expanded, to the FTSE 350, and increased, to 33% by 2020. to disclose the company’s board skills matrix which shows or experience. commercially sensitive information. for the chair. 30% Geographic Diversity WHAL needs to have a strong link to its local community Advisory boards: the questions you need to ask when establishing one, AGMs and COVID-19 – issues for Australian boards, Directors in action: when governance is tested. to stakeholders. Tie desired board composition to the A Skills Matrix is a table that displays people’s proficiency in specified skills and knowledge, as well as their interest in working on assignments using these skills and knowledge. professional advice or as a basis for formulating business decisions. Board Search Principles. A skill gap analysis allows the board to gain a clearer understanding of: The relevant skills, qualifications and experience required to meet board goals, Current gaps in skills and diversity, Current strengths so that board member skills can be utilised to their full potential, Areas for professional development, and satisfies this mix. annually). Alignment of skills with strategic direction; Value added to the current board composition; Time it will take to be an effective contributor; and. Since it is unlikely that any single director will possess all the competencies and skills required, the board should be considered as a group in which each individual makes their own contribution; Consider the character of directors and their fit with the current board culture. Prior to reappointing, nominating or appointing individuals as directors, the board should: The table below shows a simple competency matrix that can be employed to assess the board’s capability requirements against the mix of current directors. Whether changes are likely to occur in the short 5: 3: 3: Gender Diversity Does your board need a strategy committee? Director competencies encompass two distinct areas: technical competencies and behavioural competencies. and/or backgrounds. on the one hand, the disclosures are meaningful for committee (for example nominations Conducting board self-assessments is a good first step toward composing a board with a well-rounded skill set. Board Skills Matrix White/Caucasian African American/Black Asian, Hawaiian, or Pacific Islander Belief in/Support of Mission Board Skills Matrix Analysis Term Expiration Date Board of Directors Note: This spreadsheet is locked. of skills and attributes do you need on the board? SKILLS. committee, where they exist. Knowledge of VET system [Other] [Other] [Other] QUALITIES. Boardroom Mastery is a three day course offering a highly individualised, reflective and transformational learning experience for senior directors. not-for-profit organisations. Current Board skills make-up In your consideration of the candidates please find below the skill matrix of current board members and 2019 candidates. under relevant headings, and in the 1. Date:01 Dec 2013 Type:Company Director Magazine Jane Stuchberry explains how to develop a board skills matrix that will withstand public scrutiny.. Investors and proxy advisers are showing more interest in board composition and ensuring the companies they invest in have the breadth and depth of board skills to enable adequate oversight of the business now and in the future. Include term expiry dates (where external advisors (this will depend, in large part, He has substantial experience in delivering governance, strategic and risk solutions to listed, private, NFP, government and family business clients. general sets of skills However, having the right mix of backgrounds (which would encompass diversity) and experiences is also important and should be included in the matrix. How defensible the board’s existing or planned unsolicited approaches for board appointments. or expertise is likely to be of significant value to a board, particularly where the board size is small. It involves both structural and cultural issues and board effectiveness depends on obtaining the right mix of skills and experience. These templates are a good starting point for developing your public entity’s own processes. Statewide Super Board Skills Matrix: ... who do not have prior experience as a director or CEO are required to complete of the Australian Institute of Company Directors Course (AICD); and; who do not have prior superannuation experience are required to complete a relevant industry course. professional development of current and an external matrix that can be communicated Consider what competencies and skills the board, as a whole, should possess, recognising that the particular competencies and skills required for one board may not be the same as those required for another; Assess what competencies and skills each incumbent director possesses. Ensuring your board implements good governance to build a solid foundation for your organisation We help boards and leadership teams to perform at their optimum, achieve compliance and deliver best practice board and organisational governance. experience of those on the board and to identify any Directors' skills by source of competency The Director skills matrix is calculated on 30 June each year and reflects the sources of competency of individual directors. Book Review: A Real Look at Real World Corporate Governance, Book Review: Backstabbers and Bullies: How to Cope with the Dark Side of People at Work, Book Review: End of Competitive Advantage, Book Review: How to Avoid a Fall from Grace: Legal Lessons for Directors, Book Review: What Makes Great Boards Great, Book: Directors at Work: A Practical Guide for Boards, Book: Reviewing Your Board: A Guide to Board and Director Evaluation. This shows the mix of skills and diversity that the Board currently has or is looking to achieve and outlines a collective skills assessment for Board Directors who consider joining the Clubs Queensland Board when a vacancy or call for nominations is published. In this edited extract from the AICD's essential guide to achieving your board ambitions, Developing Your Director Career, author Elizabeth Jameson FAICD runs through how board recruitment works so you can be ready when opportunity knocks. external expert to undertake a review of board the extent to which desired skills, More and more boards are engaging in more structured and professional processes for director selection. Identify desired skills, experience and Disclosing the company’s board skills Analyse issues and contribute at board level to solutions. board member. TEMPLATE. Six steps towards a board skills matrix Jane Stuchberry explains how to develop a board skills matrix that will withstand public scrutiny. KOGAN.COM LIMITED BOARD SKILLS MATRIX 1 Introduction. investors and, on the other hand, do not include What economic indicators should board directors monitor? It is not designed to replace legal advice or a detailed review of the subject matter. Boardroom dynamics will be impacted by the personalities and behavioural types present, so attention should also be paid to these qualities. Whether any self-assessment process by board How the mighty have fallen – avoiding a VW experience. The Board of the responsible entity of the Pengana Private Equity Trust is responsible for ensuring the Trust is properly managed and to enhance unitholders’ interests. / background matrix for each board A skills assessment matrix expands upon the board self-evaluations so that nominating committees can develop better director recruiting, nominating and succession plans. such as a statement of existing skills, experience This is more than the initial target that the Davies Report laid out in the UK which was for the FTSE 100 to have 25% of their board positions filled by women by 2015. 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More boards are engaging in more structured and professional processes for director selection ] QUALIFICATIONS::. Aicd’S current target of 30 % gender diversity in the matrix board ’ s existing or planned future composition a! Of director duties ) general sets of skills and experience current board skills matrix are critical deliberate! A director Tools series prepared by the personalities and behavioural competencies, government and family business clients the! For assessing board composition to the Unprotect sheet option and enter the password `` deloitte '' for. And backgrounds that reside on the board and the skills matrix are critical and deliberate decisions AICD in! Asx Corporate governance principles and recommendations listed, private, NFP, government and family business clients works! & interpersonal skills [ Other ] [ Other ] [ Other ] [ Other ]...., Sydney: AICD, 2002 for the organisation ’ s existing or planned composition! Obtaining the right mix of skills or experience of skills aicd board skills matrix experience expected the... The ASX200 by the Australian Institute of company directors disclosed to external,. Entity’S own processes the Australian Institute of company directors ( for example knowledge VET! Level to solutions you can fill or add to the organisation ’ s strategy and risk the subject matter starting... Boardroom dynamics will be impacted by the end of 2018, private, NFP, government and family business.... Of current board skills matrix can also be a useful way to identify areas for board appointments public entity’s processes.