GovernWith Blog

GovernWith blog for Boards, Directors and Executives who want to develop their governance capabilities so they achive their strategic goals and mitigate risk

Cyber Risk - Are Directors Personably Liable

Cyber Risk - Are Directors Personably Liable

Navigating Director Liability in the Digital Age: Cybersecurity Responsibilities Unveiled

In the modern era of technology, the role of directors has undergone a profound transformation, accompanied by a slew of new responsibilities. This paradigm shift is particularly evident in the realm of cybersecurity. As organisations across diverse sectors embrace digital transformation, questions about the extent of directors' liability in safeguarding their entities against cyber threats have gained prominence. In this article, we delve into a compelling discussion between Wes Ward and Vera Visevic from Mills Oakley, shedding light on the evolving landscape of director liability and the intricate legal implications surrounding cybersecurity.

Are Directors Personably Liable Snippet


New Horizons, Fresh Responsibilities:

The infusion of technology into various facets of business and society has heralded exciting new possibilities. Yet, hand in hand with these opportunities come novel obligations that directors must grapple with. Vera Visevic underscores the pivotal notion that, alongside technological strides, directors are entrusted with an elevated duty to shield their organisations against the ever-evolving menace of cyber threats.

Amplified Director's Duties:

In the arena of directorial obligations, a core set of five or six responsibilities have long held sway. These encompass facets such as acting in the organisation's best interests, adroitly navigating conflicts of interest, and exemplifying vigilance, competence, and diligence. However, Vera cogently elucidates that the duty of care and diligence is now expanding its domain to encompass the intricate terrain of cybersecurity. In a landscape where business operations are inextricably entwined with digital dimensions, directors are expected to exercise judicious care and diligence in shielding their organisation's digital assets from the multifaceted spectrum of cyber risks.

The Unveiling of Cyber Resilience:

The concept of cyber resilience has surged to the forefront in recent times. It encapsulates the need for organisations to foster a culture that is astutely primed to withstand and rebound from cyber incidents. Vera emphasises that cyber resilience isn't just a cultural prerogative; it constitutes a bona fide legal duty for directors. They are not merely anticipated to incorporate cybersecurity practices within the organisational fabric but are mandated to do so. Cyber resilience is more than a catchphrase—it's a tangible commitment to shoring up defenses against the digital onslaught.

Decoding Personal Liability:

The notion of director liability in the context of cybersecurity isn't a mere abstraction—it's a palpable concern. Should a director falter in fulfilling their duty of care and diligence in safeguarding against cyber threats, they may find themselves confronting personal liability. In essence, if a cyber incident materialises due to a director's neglect to exercise prudent care in cybersecurity matters, they could be ensnared in a web of legal ramifications. It's a stark reminder that the evolving nature of cyber threats demands an equally dynamic approach to directorial responsibilities.

The Australian Institute of Company Directors (AICD) Standpoint:

The Australian Institute of Company Directors (AICD) has long stood as a vanguard in guiding directors through their multifaceted responsibilities. Vera astutely highlights that as far back as 2016, the AICD recognised the burgeoning significance of cybersecurity in the directorial realm. Their stance reverberates: cyber resilience isn't just an optional pursuit—it's a cultural bedrock. Moreover, the duty of care and diligence isn't confined to conventional realms; it has now expanded its embrace to encompass the rapidly evolving landscape of cybersecurity.

In Conclusion:

As technology inexorably weaves its tapestry into the fabric of modern business, directors grapple with a shifting panorama of responsibilities. No longer is directorial accountability circumscribed to traditional domains; it's expansively intertwined with cybersecurity preparedness. With the duty of care and diligence undergoing a metamorphosis to encompass cybersecurity, directors are impelled to proactively engage with and address the multifarious visage of cyber risks. In essence, embracing cybersecurity as an integral facet of directorial responsibilities heralds the cultivation of resilient organisations, poised to navigate the digital epoch with sagacity and poise.

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Director Retirement - Succession

Director Retirement - Succession

Director Succession Planning: Nurturing Governance Excellence

Director succession planning, often veiled in secrecy, is a vital but under-discussed facet of corporate governance. In this article, we delve into the essential world of director succession and its pivotal role in the director lifecycle, from recruitment to retirement. We'll explore insights from Megan Motto and emphasise the importance of structured, transparent succession processes in the realm of governance.

Director Retirement - Succession Snippet


Navigating the Succession Challenge

One of the paramount challenges in the director lifecycle is the perception that succession planning is shrouded in mystery. Fi Mercer aptly characterises it as "secret squirrel business." Here, we explore the insights shared by Megan Motto and underscore the significance of open and well-structured succession planning processes.

Transparency: The Cornerstone of Succession

Transparency within the director lifecycle is indispensable. Megan Motto highlights that even the selection of committee members and chairs can be enigmatic on certain boards. In some instances, it's akin to a "captain's pick," where the chair makes unilateral decisions without engaging the board.

Evolving Governance Sophistication

In response to evolving corporate governance norms, boards are increasingly recognising the need for sophisticated director succession planning. Megan Motto shares her experience on a board that has adopted a comprehensive governance framework for succession planning. This framework includes designated meetings specifically dedicated to succession planning discussions.

The Power of Structured Succession

Megan's example underscores the importance of structured succession planning. Her board schedules a particular meeting on the annual work plan exclusively for succession planning considerations. During this meeting, the board evaluates potential candidates for leadership roles, committee chairs, and other pivotal positions within the organisation.

Delicate Conversations: The Heart of Succession

Succession planning involves delicate and confidential conversations. It demands astute consideration of candidates and their readiness for leadership roles. Megan Motto emphasises the necessity of having individuals who can navigate these discussions with finesse and consideration.

Fostering Fairness and Transparency

Ultimately, the objective of succession planning is to establish a fair and transparent process that instils confidence in board members. When directors perceive the process as equitable, it bolsters trust and cohesiveness within the board.

Harnessing the Scheduling Advantage

A practical insight from Megan is the power of scheduling. By incorporating succession planning discussions into the board's annual work plan, boards can ensure these vital conversations occur regularly. This approach transforms succession planning from a clandestine endeavour into a systematic and transparent process.


In conclusion, director succession planning is a pivotal component of effective corporate governance. It's not solely about individual directors' aspirations but also about the organisation's commitment to nurturing future leaders. Transparency, structured processes, and delicate conversations are integral elements of successful succession planning. By scheduling succession planning discussions and treating them with the same gravity as other governance matters, boards can ensure a fair and transparent process that readies them for the challenges and opportunities ahead in the director lifecycle, from recruitment to retirement.

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Role Of The Director Cyber Security

Role Of The Director Cyber Security

Enhancing Director Preparedness: Addressing the Role of Cybersecurity in Corporate Governance

In the dynamic realm of corporate governance, directors wield significant influence in guiding organisations through multifaceted challenges. With the rise of cyberattacks as a substantial threat, the imperative for directors to grasp their role in risk mitigation has gained prominence. Governance expert Fi Mercer provides illuminating insights into how directors can comprehend the gravity of cybersecurity concerns, evaluate their competencies, and engage in strategies to bridge knowledge gaps.

Role Of The Director Cyber Security Snippet


The Crucial Role of Directors in Risk Management

Fi Mercer underscores the fundamental obligation of directors to proactively identify and address risks within their organisations. This responsibility extends beyond the boardroom, necessitating directors' active engagement in recognising and responding to potential threats.

Assessing Directors' Competencies

Central to addressing these challenges is the regular evaluation of directors' skills. Mercer highlights the significance of skills assessments to determine if directors possess the necessary expertise to navigate emerging risks. In cases of skills gaps, a structured plan should be developed to enhance directors' capabilities and empower them to effectively address threats.

Empowering Directors with Cybersecurity Acumen

A pressing concern is the lack of cybersecurity knowledge among directors. Mercer asserts that this knowledge gap is particularly troubling, as it hinders directors from asking pertinent questions and making informed decisions about cybersecurity matters.

Shedding Light on the Cyber Knowledge Gap

Directors' unfamiliarity with cybersecurity intricacies can lead to ineffective discussions and decisions. Mercer stresses that a lack of foundational knowledge prevents directors from posing meaningful inquiries and fully comprehending the cybersecurity landscape.

Empowering Directors for Informed Action

To bridge this gap, Mercer suggests a multi-pronged approach. Directors should actively participate in ongoing educational programs, workshops, and seminars focused on raising cybersecurity awareness. This approach equips directors with essential concepts and terminology crucial for meaningful discussions.

Leveraging Expertise for Informed Dialogue

Collaborating with cybersecurity experts is another strategy Mercer advocates. Engaging with specialists who possess real-time insights into evolving cyber threats empowers directors to contribute effectively during cybersecurity discussions.

Embedding Cybersecurity in Governance Frameworks

To address cybersecurity risks comprehensively, boards should consider integrating cybersecurity as a recurring item on their agendas. By dedicating time to deliberate cybersecurity concerns, boards signal their commitment to proactive risk management. Mercer proposes incorporating cybersecurity as a standing topic within risk committee discussions.

Crafting Specialised Cyber Committees

In scenarios where cybersecurity assumes paramount importance, organisations may establish dedicated cyber committees. These committees facilitate direct interactions between experts and directors, enabling a deeper understanding of threats and potential solutions.

Fostering Curiosity and Inquisitiveness

While directors need not be cybersecurity experts, Mercer underscores the value of cultivating curiosity. Directors are urged to ask probing questions, enabling them to navigate the nuances of the cybersecurity landscape more effectively.

Navigating Director Liability and Legal Considerations

As directors engage in cybersecurity discussions, they should also be mindful of their legal responsibilities and potential liabilities. Understanding the legal implications of cybersecurity decisions is crucial for directors to make informed choices that protect both the organisation and their personal interests.

Conclusion: Equipping Directors for Cyber-Resilient Governance

Fi Mercer's insights emphasise the evolving role of directors in mitigating cyber risks within corporate governance. By embracing continuous learning, collaboration with experts, and integrating cybersecurity into boardroom discussions, directors can bolster their capacity to manage cybersecurity challenges effectively. This proactive approach not only safeguards organisations but also empowers directors to navigate legal considerations and uphold their responsibilities with confidence.

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Top Tips-Director Transition Cycle

Top Tips-Director Transition Cycle

Enhancing Board Performance: Expert Tips for Director Recruitment, Transition, and Induction

In the dynamic landscape of non-profit sectors, particularly in areas like healthcare, aged care, human services, education, and communities, effective governance plays a pivotal role. To delve deeper into the strategies behind cultivating a high-performing board, we turn our attention to the insights shared by Rebecca Murphy from Aon and Fi Mercer from GovernWith's Boardroom Plus platform. As leaders in Board Review and Development, their expertise sheds light on key aspects of director recruitment, transition, and induction.

Top Tips-Director Transition Cycle Snippet


Initiate with Strategic Planning and Leverage the Board's Skills Matrix

At the core of steering any organisation towards success lies strategic planning. Rebecca Murphy emphasises the importance of commencing the board's journey with a well-defined planning process. This process serves as the cornerstone for informed decision-making, risk management, and strategic alignment. A crucial tool in this endeavour is the board's skills matrix, a compass guiding the alignment of directors' collective expertise with the organisation's objectives. This invaluable resource shapes the composition of the board, ensuring that its members possess the requisite proficiencies to navigate the multifaceted terrain of non-profit governance.

Investing in Continuous Director Development for Optimal Functionality

Fi Mercer firmly concurs that investing in board development yields transformative outcomes. She accentuates the significance of ongoing investment across various domains, encompassing skill enhancement, risk oversight, and strategic leadership. Mercer's insights underscore that achieving a high-performing board is a continuous pursuit, necessitating unwavering commitment and resources. A boardroom populated by high-functioning directors acts as a potent asset for organisations seeking to adeptly manage risks while steering their strategic trajectory.

Induction: Beyond a Singular Event

Induction emerges as a pivotal milestone for new directors entering the boardroom. Fi Mercer highlights the critical nature of a well-executed induction process. When executed effectively, it lays the groundwork for an engaged and dedicated directorship from the outset. The board's skills matrix once again takes centre stage in crafting impactful induction programs. Fi Mercer advocates for a comprehensive approach, integrating elements discussed by Rebecca Murphy, such as contextual relevance and continual learning. An ongoing theme in induction ensures that directors are not merely equipped with initial insights but are consistently supported as they immerse themselves in the organisation's intricacies.

The Continual Nexus of Planning and Development

Andrew Leahy astutely observes that the journey of cultivating a high-performing board is a continuum defined by perpetual planning and development. Strategic planning establishes the bedrock, while a dynamic skills matrix ensures that the board evolves alongside the organisation's evolving requirements. Amidst this trajectory, the significance of a structured review cycle cannot be understated. It is within this review cycle that boards assess their performance, pinpoint avenues for enhancement, and align strategies with evolving circumstances.

In Conclusion: Navigating the Path to Director Excellence

In the sphere of non-profit governance, excellence is an ongoing voyage rather than an ultimate destination. The insights shared by Rebecca Murphy and Fi Mercer underscore the significance of meticulous planning, continuous development, and thoughtful induction. The cultivation of a high-performing board is not an instantaneous achievement; it materialises through deliberate actions, iterative refinement, and a steadfast commitment to excellence.

As pioneers in Board Review and Development, GovernWith's Boardroom Plus platform encapsulates these principles, nurturing boards capable of adeptly navigating the challenges of tightly regulated non-profit sectors. By prioritising strategic planning, harnessing the potential of the skills matrix, and investing in continual development, organisations can pave the way for a future where their boards not only mitigate risks but also drive transformative impact. The journey towards director excellence is one marked by strategic foresight, continuous growth, and unwavering dedication to the organisation's mission.

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What To Do When You Have A Cyber Attack

What To Do When You Have A Cyber Attack

The Intricacies of Cyber Incidents: Navigating Challenges

In the ever-evolving landscape of cybersecurity, the emergence of cyber incidents poses a critical threat to businesses of all sizes. In this article, we delve into the insights shared by cybersecurity experts David Rudduck and Wes Ward, shedding light on the intricacies of cyber incidents and the challenges they bring to the forefront.

What To Do When You Have A Cyber Attack Snippet


Understanding the Evolution of Cyber Incidents:

David Rudduck provides an illuminating perspective on how cyber incidents often unfold. He highlights that these incidents often start as seemingly minor computer problems, where employees encounter difficulties accessing data or systems. These initial signs prompt users to seek help from the IT help desk, which becomes the moment of revelation when the true nature of the incident comes to light.

For many businesses, this revelation is a wake-up call. In an ideal scenario, the business engages its insurance broker, who initiates the claims process with the cyber insurer. The insurer then assembles an incident response team to address the situation. However, the subsequent trajectory of the incident response varies based on the effectiveness of collaboration and the preparedness of the organisation.

Challenges in Managing Cyber Incidents:

David Rudduck and Wes Ward elaborate on the hurdles faced while managing cyber incidents:

Lack of Comprehensive IT System Inventory:

A pivotal challenge arises when incident response teams seek a comprehensive inventory of an organisation's IT systems. This inventory includes servers, databases, and other critical components. Frequently, businesses struggle to provide this detailed overview, resulting in delays in the incident response process. In unfortunate cases, the asset list itself may have been encrypted by cyber attacks, rendering it inaccessible and hindering the response team's efforts.

Inadequate Logging and Data Records:

The significance of logging data, which records every activity within an IT environment, becomes apparent during incident response. However, it's not uncommon for businesses to lack properly configured or comprehensive logging practices. Default logging settings might not suffice, making it challenging for the response team to gain insights into the incident timeline and the actions of threat actors.

Compromised Investigation Scene:

One of the most unfortunate aspects encountered after a cyber attack is the potential tampering of evidence by the organisation's internal IT team. While conducting their investigations, the IT team might unintentionally alter or damage crucial data that could have been crucial in reconstructing the actions of threat actors. This unintentional interference complicates the incident response process and impedes the creation of a comprehensive picture.

The Unfavourable Outcome:

As a result of these challenges, businesses often find themselves in an undesirable position. The lack of forensically relevant data hampers the ability to definitively disprove unauthorised access or data exfiltration. The absence of concrete evidence may require notifying stakeholders due to potential uncertainty. Moreover, threat actors may exploit the situation by employing the tactic of double extortion, claiming to have exfiltrated sensitive data and threatening its public disclosure.


The insights shared by cybersecurity experts underscore the complex nature of managing cyber incidents. Businesses must be prepared to address challenges related to IT system documentation, data logging, and maintaining the integrity of the investigation scene. Through proactive measures such as robust asset inventories, comprehensive logging practices, and adherence to incident response protocols, organisations can enhance their ability to mitigate the impact of cyber incidents. By doing so, businesses can reduce the risk of falling victim to the intricate web of cyber threats and better safeguard their digital assets.

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Director Mentorship

Director Mentorship

The Impact of Director Mentorship on Board Cohesion and Development

As boards navigate the intricate landscape of governance and seek to enhance director capabilities, the significant role of mentorship emerges as a linchpin. In this article, we delve into insights shared by expert Rebecca Murphy, shedding light on the profound influence of mentorship programs in fostering effective board engagement, integration, and unity.

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Cyber Governance Models a Boardroom Response

Cyber Governance Models a Boardroom Response

Enhancing Board Governance in the Face of Cyber Threats: Strategies for Effective Management

In today's rapidly evolving business environment, the responsibilities of boards of directors have expanded to encompass a broader understanding of risks. Among these risks, the ever-present spectre of cyberattacks looms large. This article delves into the insights shared by governance authority Fi Mercer, shedding light on the crucial role that boards play in addressing cyber threats and the strategic approaches they can adopt to navigate this complex landscape.

Cyber Governance Models Snippet


Recognising the Board's Strategic Role:

Fi Mercer underscores the pivotal role of boards in tackling the paramount risks faced by organisations. To address the intricacies of cyber threats, boards must adopt a proactive stance in comprehending the nuances of cybersecurity challenges. Mercer highlights the significance of embedding cyber as a permanent item on the board's agenda. This practice ensures continuous engagement, enabling boards to grapple with the dynamic and evolving nature of cyber risks.

Integrating Cybersecurity in Board Agendas:

A potent method to encourage board involvement in cybersecurity is by making it a focal point within the risk committee's deliberations. While cyber threats might be noted on the organisation's risk register, their weight becomes more palpable when they are dissected in the risk committee's discussions. Mercer advocates for establishing cyber as a consistent element on the board's agenda, thereby fostering ongoing discourse. Queries raised by the board prompt tangible action within the organisation and nurture a culture of heightened cybersecurity awareness.

Cultivating Inquisitiveness and Dialogue:

Directors needn't be cybersecurity experts, but they ought to manifest a robust curiosity about the organisation's cyber risk landscape. Mercer and David Rudduck concur on the significance of cultivating a spirit of inquiry to unravel cybersecurity concerns. Such curiosity propels the organisation to adopt proactive measures in managing and mitigating cyber risks.

Strengthening Collaborative Approaches and Committees:

Boards can further fortify their cybersecurity governance by capitalising on committees. These committees establish an avenue for direct communication between the board and the executive team, facilitating informed dialogues about cyber risks. Mercer underscores the role of committees in nurturing collaboration and guaranteeing the infusion of pertinent expertise.

The Emergence of Specialised Cyber Committees:

In response to the escalating cyber threat panorama, certain organisations have embraced a more progressive approach by establishing dedicated cyber committees. Comprising experts proficient in cybersecurity matters, these committees offer specialised insights and counsel. By instituting such focused committees, organisations signal their commitment to combatting this pressing concern.

In Conclusion: Championing Cyber Governance

In the digital age, cybersecurity transcends the confines of IT departments to emerge as a prominent business risk demanding board-level attention. Fi Mercer's insights accentuate the necessity of embedding cyber as an enduring fixture in the board's agenda. Boards needn't be cybersecurity mavens, but they must exhibit genuine curiosity and a propensity to pose queries that propel cybersecurity governance. Through collaboration, committee formation, and embracing robust cyber governance, boards can fortify their preparedness to navigate the multifaceted landscape of cyber threats. By fostering educated conversations and proactive initiatives, boards are primed to assume a pivotal role in safeguarding their organisations against the tide of cyber risks.

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Climate Change Risks to Boards

Climate Change Risks to Boards

Climate Change Risk Management: A Governance Imperative for Boards

In the ever-evolving landscape of business and governance, climate change has emerged as a critical consideration for directors, chairs, and executives. Today, we address the implications of climate change for strategic plans, emphasising the role of boards in managing associated risks and fostering sustainability. This article explores the intersection of climate change and governance, focusing on the not-for-profit sector's unique challenges.

Climate Change Risk to Boards Snippet


Climate Change and Strategic Planning: A Governance Perspective

Strategic planning is the cornerstone of organisational success, guided by a board's governance perspective. As custodians of an organisation's well-being, boards must identify risks that could disrupt strategic plans and hinder progress. Climate change, a contemporary risk, demands special attention due to its potential to impact traditional governance risks.

Sector-Specific Climate Risk: Navigating the Landscape

In the realm of not-for-profit organisations, climate change poses distinctive challenges. Let's delve into one of these risks, the governance risk, and understand its dynamics. By dissecting the current situation, projected outcomes, and traditional governance risks, boards can integrate climate change into their risk matrix effectively. Moreover, the ongoing energy transition introduces added complexity, including rising energy costs affecting diverse sectors, from healthcare to aged care.

The Financial Toll of Climate Change: A Board's Responsibility

For boards, climate change extends beyond environmental concerns; it encompasses financial implications. As Fi Mercer aptly highlights, the rising costs of power and essential resources warrant vigilant attention. Beyond community impact, these financial challenges resonate with providers and organisations alike. Boards must recalibrate their risk hierarchy, elevating the cost factor to mitigate its potential impact.

Transitioning to Renewable Energy: A Complex Landscape

The transition to renewable energy, although imperative for addressing climate change, is far from straightforward. Neil Plummer addresses the practicalities of this shift and the associated challenges. While governments set emission reduction targets, the journey to a cleaner energy landscape is riddled with bumps and uncertainties. However, the commitment of governments, coupled with incentives, offers businesses and not-for-profits opportunities to embrace cleaner energy solutions.

Aligning Governance with Climate Action: A Multifaceted Approach

Integrating climate change risk management into governance requires multifaceted strategies:

  • Risk Awareness and Education: Directors must educate themselves about climate change's implications for their sector, ensuring informed decision-making.
  • Strategic Incorporation: Boards should incorporate climate change risks into strategic planning, aligning them with organisational goals.
  • Scenario Analysis: Engaging in scenario analysis helps boards visualise climate-related risks, enabling proactive responses.
  • Stakeholder Engagement: Engaging stakeholders fosters a comprehensive understanding of expectations and concerns.
  • Transparent Reporting: Transparent reporting of climate change risk exposure builds stakeholder trust and accountability.

A Call to Action for Boards: Navigating Climate Change Risks

In the face of climate change, boards must embrace their role as stewards of their organisations' future. This involves acknowledging the interconnectedness of climate change risks and their potential to amplify traditional challenges. By embedding climate considerations into governance practices, boards not only safeguard organisational sustainability but also contribute to a resilient and responsible future. The nexus of climate change and governance presents an opportunity for boards to lead by example, fostering a positive impact on both their organisations and the broader environment.

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Director Development

Director Development

The Importance of Lifelong Director Development for Effective Board Governance

Effective board governance goes beyond the initial stages of recruitment and induction. As directors settle into their roles, continuous director development emerges as a cornerstone of excellence. In this article, we delve into insights from expert Rebecca Murphy, highlighting the crucial significance of ongoing director development across diverse boards.

Director Development Snippet


Empowering Boards through Lifelong Learning

Rebecca Murphy underlines the paramount importance of continuous formal learning, training, and development for directors across various boards. This commitment serves as a strategic imperative, offering a multitude of advantages. At its heart lies efficient risk management. Directors shoulder legal responsibilities and face heightened community expectations. As the governance landscape evolves, ongoing education becomes a stabilising influence.

Investing in Professional Growth as a Catalyst

The parallel between director development and employee upskilling is compelling. Just as investing in employee growth benefits organisations, allocating resources to director education enhances board competence. Rebecca Murphy emphasises the need for a dedicated training budget for board development. While initial persuasion may be required for some boards, considering it an investment yields substantial returns, especially during the process of director recruitment.

Expanding Networks and Building Confidence

Engaging in formal director programs provided by diverse service providers offers several advantages. Networking widens directors' communities, providing access to resources, experiences, and insights beyond their immediate sphere. This network proves invaluable for future board and committee member recruitment, enriching the organisation's talent pool.

Moreover, director education fosters confidence. Knowledge gained from formal programs empowers directors to pose relevant questions, seek pertinent information, challenge prevailing viewpoints, and uphold accountability. This newfound confidence fuels robust discussions, enabling boards to make informed decisions aligned with their organisations.

Fostering a Culture of Lifelong Learning

Rebecca Murphy's insights guide the fostering of a culture of continuous learning across diverse boards:

  1. Strategic Resource Allocation: Allocate resources for ongoing director development, fortifying board capabilities and contributions.
  2. Pursuit of Knowledge: Encourage directors to participate in formal programs, enhancing expertise and governance prowess.
  3. Network Enhancement: Leverage formal programs to expand networks, broadening horizons and accessing collective experiences.
  4. Confidence Building: Equip directors with confidence to actively engage, ensuring decisions are grounded and aligned with organisational goals.


Embracing the ethos of continuous director development propels boards beyond mere compliance, nurturing a culture of excellence, engagement, and evolution. Rebecca Murphy's insights underscore education's pivotal role in navigating governance complexities and contributing to organisations. By championing lifelong learning, boards solidify their position as pillars of strategic leadership and enduring success.

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Cyber Attacks - Paying Criminals

Cyber Attacks - Paying Criminals

Navigating Ransomware Payments: Guiding Boards in Cyber Crisis

Understanding the Urgency:

In the dynamic realm of cybersecurity, organisations confront intricate challenges that demand quick decisions. Ransomware attacks, a looming threat, thrust boards into complex choices amidst cyber extortion. This article delves into the intricacies of ransomware payments, guiding boards through the maze of considerations when facing this critical juncture.

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Weighing the Decision to Pay:

As cyber threats evolve, organisations often find themselves at crossroads triggered by a ransomware assault. Governance expert Wes Ward underscores the seriousness of these situations, characterising them as organised crime with specialised cyber segments. Boards must grasp the urgency, realising that business continuity, reputation, and stakeholder trust hang in the balance.

Navigating Sanctions and Cyber Insurance:

Initiating payment isn't a straightforward money transfer. David Rudduck, an incident response authority, emphasises the significance of avoiding inadvertent payments to sanctioned entities. This is where the intervention of ransomware negotiation experts becomes pivotal. While cyber insurance may defray the cost, organisations often need to fund the ransom upfront. The process typically involves transferring funds to negotiation experts who then convert them into the preferred currency of cybercriminals, Bitcoin.

The Intricacies of Payment:

Once the payment journey starts, a complex waiting game unfolds. Transferring funds via Bitcoin involves a time-consuming procedure due to blockchain intricacies. Threat actors wait for the blockchain to update before confirming the transfer. This strategic move prevents retraction after confirmation. Subsequently, the decryption phase commences.

Decryptor Delays and System Recovery:

Obtaining the decryptor doesn't guarantee a seamless return to normalcy. Delays in decryptor reception, incorrect or sluggish decryptor functionality, and system corruption can complicate the restoration process. Boards must be prepared for potential hiccups in systems' restoration. Repairs, reloads, and potential data loss due to encryption-related corruption might be necessary.

Broader Implications and Board Vigilance:

Choosing to pay a ransom isn't an isolated event; it has far-reaching ramifications. The intricate process, uncertainties, and potential setbacks underscore the need for proactive board engagement in cybersecurity matters. These incidents spotlight the significance of robust incident response strategies, risk assessment, and proactive measures.


The evolving cyber threat landscape demands an encompassing grasp of ransomware attacks and the intricate decisions they trigger. Boards must internalise the urgency, legal nuances, and technical intricacies tied to ransom payments. By recognising the complexities involved and the possible aftermath, boards can better equip themselves for worst-case scenarios, diligently striving to prevent and mitigate the aftermath of ransomware attacks on their organisations.

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Climate Change Risk Multiplier

Climate Change Risk Multiplier

Unveiling the Climate Change Risk Multiplier: Navigating Impacts on Governance and Boards

As the global climate crisis continues to unfold, the concept of the Climate Change Risk Multiplier emerges as a crucial framework that demands attention, particularly for governance and board members. This multiplier underscores the intricate connections between various climate-related risks, highlighting their potential to amplify each other's impact. In an era where climate change represents one of the most significant challenges, comprehending and integrating the implications of the Climate Change Risk Multiplier is paramount for effective governance.

Climate Change Risk Multiplier Snippet


Exploring the Essence of the Climate Change Risk Multiplier

The Climate Change Risk Multiplier serves as a pivotal tool that illuminates the complex web of climate risks and their synergistic effects. By encompassing a diverse array of factors such as soaring temperatures, evolving precipitation patterns, rising sea levels, and more, this multiplier provides a comprehensive insight into the potential risks that emanate from climate change.

Magnifying the Consequences of Climate Change

As the global thermometer climbs and extreme weather events become increasingly frequent, the scope of climate change's impact extends beyond individual risk categories. The Climate Change Risk Multiplier delves into the confluence of these factors, elucidating how they mutually exacerbate each other's outcomes. For instance, escalating temperatures might lead to prolonged droughts, intensifying water scarcity issues, which, in turn, ripple across sectors such as agriculture, energy supply, and community welfare. The multiplier effect amplifies the disruptions an organisation might face in terms of operations, financial stability, and strategic plans.

Governance Implications: Embracing the Multiplier

For governance entities and boards, embracing the intricacies of the Climate Change Risk Multiplier holds profound implications. It offers insights into the complexities of climate risks and their potential cascading consequences. Failing to incorporate this multiplier's influence into decision-making processes can result in underestimated risks and insufficient preparedness, ultimately jeopardising an organisation's long-term sustainability.

Strategic Integration of the Multiplier

To effectively integrate the Climate Change Risk Multiplier into governance practices, boards should consider the following steps:

  1. Holistic Risk Assessment: Undertake a comprehensive climate risk assessment that accounts for the interconnectedness of various risk factors. This approach ensures that vulnerabilities are not overlooked.
  2. Scenario Analysis: Employ scenario analysis to anticipate the potential outcomes of diverse climate risk combinations. Informed decision-making should encompass the entire spectrum of potential impacts.
  3. Adaptive Strategies: Devise adaptive strategies that consider the multiplier's effects. These strategies should be flexible enough to respond to evolving risk profiles as climate conditions change.
  4. Stakeholder Engagement: Engage stakeholders to gain a deeper understanding of the multi-dimensional impacts of climate risks. Collaborative efforts can provide valuable insights and bolster the credibility of risk management endeavours.

Fostering Collaborative Governance

Appreciating and addressing the Climate Change Risk Multiplier necessitates collaborative governance. Boards and management teams must collaborate to ensure that the organisation is well-prepared to navigate the intricate landscape of climate risks. By proactively collaborating, strategies can be robust, adaptable, and aligned with the organisation's core mission and values.


The Climate Change Risk Multiplier serves as an imperative reminder for boards and governance bodies to adopt a comprehensive and integrated approach to climate risk management. As climate risks become increasingly complex and intertwined, understanding how various risk factors amplify each other's impacts is essential for making informed decisions that safeguard an organisation's operations, reputation, and long-term viability. In a world grappling with the consequences of climate change, embracing the multiplier concept is not merely a strategic choice—it's a vital step toward building a resilient and sustainable future.

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Successful Director Transitions - Director Induction

Successful Director Transitions - Director Induction

Unlocking Effective Director Induction Strategies: Nurturing Board Excellence

The journey of appointing a new director to a board marks a pivotal juncture, but the significance of this milestone extends beyond recruitment. Once the ideal candidate is secured, a robust induction process becomes imperative to foster seamless integration and enhance board effectiveness. In this article, we delve into the insights of Fi Mercer, a governance expert, as she shares key strategies for orchestrating successful director induction.

Director Induction Snippet


Laying the Foundation for Successful Director Induction

Fi Mercer highlights the often overlooked yet critical aspect of director induction. Surprisingly, over 44% of directors express uncertainty or dissatisfaction with the induction process, underlining the substantial potential for improvement. Induction, as Fi emphasises, presents a golden opportunity to initiate a meaningful engagement with newly appointed directors.

Building upon the notion of engagement discussed by Andrew Leahy earlier, Fi draws parallels between engaging the workforce and engaging directors. Just as an engaged workforce propels organisational success, engaged directors are more likely to contribute meaningfully to board dynamics. To achieve this, the induction process should transcend the mere dissemination of organisational information; it should become a platform for directors to grasp the core values, strategic direction, and risks of the organisation.

Data-Informed Director Induction Approach

Fi Mercer shares insights from a compelling research initiative conducted in 2019. In this study, directors were divided into two groups: those who underwent a tailored induction process based on their skills matrix results, and those who did not receive such an induction. The results were staggering. Directors who had the benefit of a skills matrix-informed induction exhibited a remarkable 50% increase in their ability to contribute effectively to the board. They displayed a deeper engagement with the organisation's purpose, values, and strategy. Additionally, their enthusiasm to remain on the board soared, and they were more aptly placed on the right board committees.

The study's findings underscore the transformational potential of a data-driven induction approach. Tailoring the induction process to align with a director's skills and attributes not only accelerates their integration but also enhances their capacity to steer the organisation forward.

Revealing Essential Strategies for Successful Director Induction

Fi Mercer's insights provide a roadmap for boards aiming to revolutionise their director induction process:

  1. Personalised Engagement: Induction should be more than a generic orientation. Customising the process to cater to a director's skills, strengths, and the organisation's unique context ensures a more relevant and impactful onboarding experience.
  2. Embracing Values and Purpose: Beyond disseminating facts, induction should immerse directors in the organisation's ethos. By instilling a deep understanding of values and purpose, directors can align their contributions with the organisation's mission.
  3. Fostering Risk Awareness: Equipping directors with insights into the organisation's risks is vital. A robust understanding of potential challenges empowers directors to make informed decisions that safeguard the organisation's interests.
  4. Leveraging Skills Matrix: Utilising a skills matrix to inform the induction process allows boards to strategically align a director's expertise with organisational needs, amplifying their effectiveness from the outset.
  5. Strengthening Board Committee Placement: Tailored induction improves directors' suitability for specific board committees, ensuring they contribute meaningfully to focused areas of board responsibility.

In Conclusion

Director induction, a linchpin in the board's journey, requires thoughtful orchestration to unleash its transformative potential. The insights provided by Fi Mercer shed light on the pivotal role induction plays in director engagement, board dynamics, and organisational success. By embracing data-driven approaches and customising the induction process, boards can propel their directors towards becoming catalysts for innovation, strategic alignment, and sustained excellence.

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