Partner, Steven Moe, recently sat down with Mark Banicevich for the Governance Bites podcast series talking about key governance topics.
Mark and Steven cover practical aspects of board operations, including how to handle motions, the role of the chair, defining organisational purpose, creating safe spaces for discussion, and understanding director liability. The episodes offer valuable insights for both new and experienced directors, helping them navigate the ins and outs of effective board management.
Governance Bites #91: moving and seconding motions
In this episode covers moving and seconding motions in meetings. Mark and Steven discuss the history behind this practice, and introduce Robert’s Rules of Order. They talk about the role of seconding, and what happens if a motion is not seconded. They also discuss alternatives to moving and seconding motions. Finally, Steven shares the best advice he has received.
Governance Bites #94: chairs and board members
Mark asks Steven to outline the typical board member job description, and then how the role of the chair differs. They discuss the amount of extra work involved in being a chair, additional relationships, and whether additional liability exists. They discuss how the chair interacts with other board members, including inducting new board members, and what happens if the chair is suddenly unavailable. Succession planning for the chair, and the role of the deputy chair is also covered, and Steven shares advice for new chairs.
Governance Bites #98: purpose and governance
What we mean by “purpose”, the role of governance in an organisation, and why purpose is at the heart of governance. Steven and Mark discuss how purpose influences governance and board meanings practically, other tools a board can use to understand and implement purpose, and repercussions that may exist if the board deviates from the entity’s purpose. Steven also shares advice he would give to a new director.
Governance Bites #103: safe spaces in the boardroom
Steven opens by explaining the context, and who safe spaces are for. They discuss when safe spaces may be necessary, how they are implemented, and what sort of behaviour results in needing safe spaces. Also covered is the importance of safe spaces, and how they enhance an entity’s governance. Steven shares advice for experienced directors.
Governance Bites #107: director liability
Steven and Mark discuss penalties for breaching the core duties in the Companies Act 1993, and also list several other Acts of Parliament that enact director liability. They discuss potential penalties and defences, and whether there may be liability under common law or contract. Steven outlines steps directors can take to minimise their personal liability, and shares an example of directors found liable for breaches. Steven also shares advice for a director who identifies a potential breach of a director duty.
For further information, including free resources and guides, view our Governance Essentials page.
