GovernWith Blog

GovernWith blog for Boards, Directors and Executives who want to develop their governance capabilities, achieve their strategic goals and mitigate risk.

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Aged Care

Aged Care Reform and the Role of Contemporary Governance

In recent years, Australia's aged care sector has experienced significant changes aimed at improving quality, safety, accountability, and governance. For Boards, Directors, Executives, and Subcommittees in aged care organisations, understanding these Reforms and their implications, as well as the role of leadership in contemporary governance, is essential for successfully navigating these transformations.  

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The Boardroom Bystander Effect

The Boardroom Bystander Effect

Coming out of the 2023 GovernWith Contemporary Governance Risks Whitepaper, there was an interesting phenomenon we saw trending through the data. The data collected had more than 2,000 individual contributions across both the Board Governance Review and the Director Skills Matrix. These two assessments meet two different criteria and require different “context hats” worn when completing them. The Board Governance Review is answered by an individual’s gauge, or evaluation, of how assured the board is that the whole organisation (board and executive included) are delivering on their Corporate, Sector Specific and Contemporary Governance roles and responsibilities. The Director Skills Matrix is answered by an individual considering their own understanding, qualifications and experience in relation to their Sector, Professional and Contemporary skills, measuring their level of capability.
 
While not entirely reflective of the psychological definition “an individual being less likely to help a person in need while in the presence of others”, the core message that bystanders often assume someone else will step in, is what we want to highlight. 

The diffusion of responsibility, particularly in contemporary governance issues, was demonstrated when comparing an individual’s view of the organisation’s capacity overall - often being quite positive, yet individually most in these same areas indicated their own capabilities were foundational. This emphasises, and gives evidence to, an attitude of pluralistic ignorance where boards may not have the ability to recognise or ask the right questions around trends and issues, if each of them is expecting another to have the educated knowledge and experience to be the voice in those areas.  
 
If a board has reflected in the Governance Review that the organisation are highly proficient in a particular area, but the group results of the individual skills matrix indicate most directors are foundational in their own capabilities - these results don’t align and give urgency to the risks and impact of bystander thinking. 

What a fantastic opportunity we have through this data in how we can individually reflect and respond. Shown through centuries of evolution and human behaviour we witness the ultimate benefits of being altruistic, curious and community serving. It’s up to each of us to make having an educated foundation for our thinking important, and to show initiative in seeking out that self development. These human centric trends and issues we see at the forefront of governance now are everybody’s responsibility. For a board, executive and whole organisation to be its most capable and sustainable, every member needs to be a participator in their ongoing development, training and preparation in contributing to these conversations. In 2024 our goal at GovernWith is to ignite and support proactive participation, leaving bystander apathy behind in 2023. 

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ESG: What on earth is it?

In our increasingly interconnected world, the importance of socially responsible and sustainable business practices is gaining more attention than ever before.

We have had close to 1000 Directors complete our Board Governance Review and Director Skills Matrix. The results around ESG continually indicate a need for development in the awareness and capabilities of those at the Boardroom table, to contribute and think strategically in this area.

When prompting further discussion, the most common question is "What on earth is ESG?". 

What is ESG?

ESG stands for Environmental, Social, and Governance trends and issues. The handprints (Social) and the footprints (Environmental) of an organisation

Environmental indicators look at how a company performs in the sustainability of our natural world. It may include waste management, energy use, consumerism, climate change mitigation and handling of extreme events

Social indicators examine how a company manages relationships with its stakeholders: employees, suppliers, customers, and the communities, through its operations. They may look at issues such asworkforce (retention and HR practices), cybersecurity, social inclusion and diversity, modern slavery, minority groups, gender equity, First Nations people and community development. 

Australia is no stranger to the growing importance of ESG. 

The country’s exposure to environmental risks, such as covid, bushfires and floods has amplified the need for organisations to consider environmental factors in their strategic planning.

Australia’s social issues, including the reconciliation with its First Nations people and ever growing cyber hacking crime, also play into the policies and strategies seen more and more by those at the boardroom table.  

Why is ESG important for boards and organisations? 
 
Risk Management: Being aware of, and understanding ESG trends and issues help companies identify potential risks that may arise from environmental damage, social issues, and poor governance. By proactively, strategically addressing these factors, organisations can mitigate these risks and secure their long-term sustainability

Workforce: Understanding that staff are key stakeholders of an organisation and therefore, representing their voice, diversity, gender equity and inclusion is crucial. This starts at a board level. Reducing churn, increasing retention and building a strong work place culture, the handprint of an organisation is most strongly reflected through prioritising the voice of its staff, and its ability in not only implementing but encompassing ESG principles.
 
Investor Appeal: There is a growing trend of investors favouring businesses that uphold ESG principles. Companies demonstrating strategy, process and mission statements around these principles can potentially attract more investment, boosting their success.  
 
Regulatory Compliance: With an increasing focus on sustainability, governments worldwide, including Australia, are introducing more stringent regulations related to environmental protection, social issues, and governance. By adopting ESG principles, organisations can ensure they stay ahead of regulatory changes and avoid penalties. Coming into 2024 we are seeing an increase in these mandatory requirements such as Climate Change and Modern Slavery.
 
Reputation and Stakeholder Engagement: Companies known for their commitment to ESG principles enhance their reputation, which lead to increased consumer loyalty, better relationships with stakeholders - including workforce, and overall business success. Reputation is more exposed than ever before, while also becoming more intrinsically tied to the integrity of how organisations embody ESG. This again ties back to investor appeal and the long term sustainability of the organisation. 

What are the key questions we need to ask first? 
 
As the world continues to change and evolve, so does the definition of good business practice. By developing ESG strategies and practices, boards and organisations in Australia can build sustainability while contributing positively to its community
 
Things to initially consider: 

  • Do we know the Environmental, Social and and related Governance trends and issues (ESG) that are affecting our organisation? 
  • Do we discuss and strategise ways to manage these ESG trends and issues and prevent associated risks within the organisation? 
  • Are we proactive in our approaches and strategies in relation to ESG trends and issues and the contribution our organisation could be making externally? i.e., Reconciliation Action Plan, ethical supply chain partnerships (uniforms, equipment) 
  • Do we have a designated Board Subcommittee that has oversight of the risk factors and strategies in relation to ESG trends and issues? 
  • As a Board are we assured we are doing the right thing for our own workforce in relation to these ESG trends and issues, what do our organisation's retention and turnover rates reflect? 
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Compliance Governance and the Need for a Fourth Line of Defence Model

Compliance Governance and the Need for a Fourth Line of Defence Model

Blog by Brendan Moore, General Manager Member Services, Leading Age Services Australia. 

Aged care governing bodies need independent audits to reassure them of operational compliance. 

All organisations engage independent, external auditors for their financial reports. However, there is a strong case for governing bodies to engage independent, external auditors for their operational performance. 

While internal audit plays a key role in the corporate governance structure to provide ongoing assurance on the effective management of risk within an organisation, there are many organisations that do not have a formalised, structurally independent role of internal audit within their business. 

For those organisations that do have such a role, there is a case to be made for a fourth line of defence in the form of an external auditor of operational compliance. 

According to the Chartered Institute of Internal Auditors (CIIA), ‘internal audit is a cornerstone of an organisation’s corporate governance’. 

Many aged care providers will be limited in their ability to resource such a function and governing bodies will be reliant on the first and second lines to provide reports via senior management. 

There have been notable instances in the Aged Care Royal Commission where such an approach has been found wanting for a variety of reasons (e.g. management withholding information, inadequate systems for documenting and interpreting risk information, processes not identifying key risks). 

For these reasons, boards need to be aware of potential conflicts of interest and ensure they take measures to safeguard the objectivity of internal audit. 

The CIIA lists four key issues for Directors to ask about and be reassured upon in regards to any internal audit function: 

  1. It must be structurally independent and report directly to the governing body. (Noting that any internal audit also needs to have access to management information and have a good relationship with management.) 
  2. The function must be properly resourced and staffed by a person with appropriate knowledge, skills and experience. 
  3. It should focus on the greatest risks to the organisation and have a plan executed to respond to these. 
  4. The scope of activity is the whole business and it should be unrestricted in pursuing its role purpose. 

Leading Age Services Australia (LASA) is engaged by many operators to conduct ad hoc gap analysis/mock audit services. These engagements are invariably by management, who sometimes may be a contributing factor in operational compliance—for better or worse. 

As the diagram indicates, using LASA to substitute for internal audit in compliance risk/audit can be appropriate to circumstances where resourcing capability to fill such a role internally is not possible. 

While ad hoc, it is fair to say ‘at least it is happening’. For organisations that do not engage a substitute, or employ their own internal audit function, or an external audit service reporting to the governing body, only the first, second and fifth lines are active. With the fifth line being the regulator, this represents a risk retention setting that has left some aged care providers exposed to adverse compliance findings. Often stated responses such as ‘we didn’t know’ or ‘this result has completely surprised us’ do not invoke confidence in the regulator about the organisation’s audit and governance processes. 

Research conducted in 2019 with attendees at LASA’s Governance in Aged Care workshops indicated that governing bodies could increase their focus and time on ensuring statutory and regulatory compliance, particularly with the heightened focus on organisational governance in Standard 8 of the Aged Care Quality Standards. 

Reliance on management by governing bodies may expose them to liabilities and risks that independent audit of varying areas of operational performance may identify, mitigate and possibly eliminate. 

If you are a Director of an age services provider, the following questions are worth reflecting on: 

  1. Do you have a compliance plan that considers the regulatory framework and a stand-alone compliance/clinical governance committee supplemented by independent auditing? 
  2. Are you confident you are fully informed of the areas you are ultimately accountable for under Standard 8 of the Aged Care Quality Standards? 
  3. Is there sufficient focus on quality, safety and clinical governance within your governing body’s activities?  
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