Governance of AI
With the recent release of the Australian Government’s Voluntary AI Safety Standard, now is the perfect time to explore the Governance of AI and how Boards should be thinking about the use of AI in the businesses they oversee.
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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With the recent release of the Australian Government’s Voluntary AI Safety Standard, now is the perfect time to explore the Governance of AI and how Boards should be thinking about the use of AI in the businesses they oversee.
GovernWith, market-leader inContemporary Governance Review & Development, and Convene, Australia’s premier Board management software, are thrilled to announce their strategic partnership. The collaboration introduces GWCiT (GovernWith x Convene in Microsoft Teams), a unified platform designed to assure compliance, enhance governance effectiveness and streamlineBoard administration, all through Microsoft Teams.
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.
Diversity, Equity and Inclusion (DEI) have been words ever present when talking about organisational culture and workforce, particularly in the last year. In Australian organisations, initiatives for DEI aim to guarantee representation and inclusive treatment of diverse workforces. These efforts strive against discrimination linked to race, gender, age, sexuality, and other minorities. Australian companies are increasingly embedding DEI into their operational frameworks by adopting detailed policies, conducting training programs, and collaborating with a variety of community groups. This approach is fostering a more inclusive corporate environment nationwide, but what about for our boards?
Celebrating its tenth year, the Board Diversity Index* stands as the exclusive in-depth analysis of Australian boards. It surveys the top 300 ASX listed companies, focusing on gender, cultural background, age, skills/experience, tenure, and independence. While providing no data in relation to the not-for-profit space, we could assume the findings wouldn’t be too dissimilar.
Though there has been some progress, especially in the number of board positions held by women, in many areas there has been no progress made at all, if not a decline.
The average age of a Board Member is still over 60 with a rapid current wane in directors under 50, there is no data on directors who are disabled, racial diversity remains under 10% with even less representation of First Nations Peoples, and the LGBTQIA+ Community had 4 openly identified directors total.
These findings are staggering. In Australia 42% of people who identify as LGBTQIA+* hide their identity at work and community events, 1 in 5 people in Australia have a disability*, 30.7% of the Australian population were born overseas*. When asking the question of their stakeholders, “Do they see themselves represented within our Board and Executive?”, many organisations simply need to answer no.
Corporate, sector and professional skills are fundamental when it comes to looking at a board’s capabilities and being assured the members reflect a make-up of people with strategic oversight in all required responsibilities. When viewing this through a contemporary governance lens - a diverse range of lived experiences, community engagement and societal perspectives are also, unequivocally, essential.
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.
Why are contemporary Board Subcommittees so important?
For many Boards, Subcommittees are where the bulk of the Board’s work actually takes place. Subcommittees enable a Board to ‘divide and conquer’ by distributing the detailed planning and oversight of each of the Board’s many responsibilities, across smaller groups of appropriately skilled members. While the collective responsibility for decision-making remains with the full Board, Subcommittees inform the Board through reporting and making recommendations in line with their remit.
The number and type of Subcommittees depend on the tasks required, and their tenure may be short or long-term. Subcommittees must utilise the specific expertise of members, as well as others, including staff and/or external parties. Chairing Subcommittees provides valuable experience for members, which can be useful in succession planning for future Board leadership roles.
Effective Subcommittees provide significant benefits to Boards, and the organisations they govern, through enabling the Board to make informed decisions and meet their many, varied governance and regulatory responsibilities. They play a key role in supporting Directors to be assured in their strategic and oversight roles for risk and compliance by providing analytical information that improves and optimises future governance decisions and performance.
They also benefit members by providing them with the opportunity to utilise and extend their knowledge and understanding of specific aspects of governance as well as the organisation they are governing. Governance experts even advise that an accurate correlation for strong Board culture and performance is the effectiveness of a Board’s Subcommittees.
Why the GovernWith Contemporary Governance Model for Subcommittees
At GovernWith we understand it is essential to have contemporary Subcommittees to support our Boards and Executives ever changing and growing governance requirements.
They play a key role in supporting Directors to be assured in their strategic and oversight roles for risk and compliance, by providing analytical and qualitative information that improves and optimises future governance decisions and performance.
Subcommittee Plus Program:
The types of Subcommittees covered in the GovernWith Subcommittee Plus Program are:
What do the Subcommittee Plus Programs Questionnaires Cover?
Please see the following components of a Subcommittee's key functions that are covered in the questionnaires:
GovernWith understands the importance of a Subcommittee's purpose stating clearly, from a high-level overview perspective in relation to a targeted area of Corporate and Sector Specific Governance roles and responsibilities.
GovernWith understands that the Committee Objectives (Roles and Responsibilities, Instructions) must comply with its specific Government, Legislative, Risk, Quality, Safety, Corporate, ESG and Contemporary Governance requirements therefore this part of the questionnaire reflects each individual Subcommittees specific requirements.
For example: If the Subcommittee being reviewed was a Finance and Audit Committee in the Health Sector the questions would reflect the functions of this committee that are determined by and must comply with:
The questionnaires would also reflect GovernWith's Corporate, ESG, Contemporary and Leadership and Learning Styles Governance requirements based on 12 years of GovernWith Governance Data Insights.
GovernWith understands that to achieve its objectives, the Subcommittee Membership, both internal and external, must have the right capabilities through contextual skills, qualifications and experience relating to the specific Government, Legislative, Risk, Quality Safety, Corporate, Contemporary, ESG, Leadership and Learning Styles Governance requirements.
This part of the questionnaire reflects the governance skills and attributes required relevant to the specific Sector.
A contemporary contextual Terms of Reference is no longer enough to have a high functioning Subcommittee. GovernWith recognise and support that it’s also important to have a membership that functions well through being well led, having relevant skills, experience, qualifications and behaviours, are diligent, inclusive and have enquiring minds and are happy to ask respectful challenging questions.
The Subcommittee Plus Program and subsequent next steps will support governing bodies to be confident that the Subcommittee structure is contemporary, effective and efficient, that there is transparency of information and accountability of actions to inform good decision making and governance.
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 as workforce (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:
In the dynamic realm of contemporary business, where digitalisation is paramount, directors find themselves grappling with intricate decisions and unforeseen obstacles. Cybersecurity, once a distant concern, has now emerged as a pressing threat capable of disrupting an organisation's core functions. The pivotal question arises: Are directors accountable for the aftermath of a cyber attack if they lack a proactive incident response plan?
The notion of foreseeable risk delves into directors' responsibilities concerning cybersecurity readiness. Through a dialogue led by Wes Ward, the significance of conceivable risk is explored, shedding light on potential consequences directors might encounter without a robust incident response plan. Vera Visevic navigates this complex terrain, drawing parallels with unforeseen events such as the pandemic, and discussing the legal framework that seeks to strike a balance between understanding business challenges and prioritising preparedness.
The legal landscape acknowledges the intricacies of steering an organisation and aims to harmonise accountability with practicality. While unexpected events might temporarily exempt directors from immediate liability, the scenario shifts when it comes to risks that are increasingly foreseeable. Much like the pandemic underscored the need for readiness, the ascent of cyber attacks and environmental disruptions demands proactive involvement from directors. The law underscores that reasonable individuals would acknowledge the mounting frequency of cyber threats and environmental disturbances, necessitating discussions, assessments, and protective measures.
Media outlets are rife with narratives of cyber attacks, underscoring the urgency of cybersecurity dialogues at the upper echelons of governance. Vera aptly highlights that ignoring the evident threat is no longer viable. With cyber security incidents dominating headlines, directors can no longer feign ignorance of the impending danger. Similar to the impacts of climate change on communities worldwide, cyber attacks are influencing organisations across industries. Directors must accept the duty of identifying and addressing these trends that have the potential to reshape business landscapes.
The interaction between Wes and Vera underscores that foresight entails responsibility. In the same manner that prudence dictates actions in response to foreseeable natural calamities, the same applies to cyber security. Boards are entrusted with addressing evolving risks that can disrupt operations, compromise data integrity, and tarnish reputations. An organisation's sustainability hinges on its leadership's ability to anticipate and counter risks proactively. The legal framework acknowledges that directors shoulder the obligation to their organisation, stakeholders, and the broader community to engage in informed dialogues and strategic planning that mitigate cyber threats.
The convergence of technology, cyber security, and environmental challenges has ushered in a novel governance paradigm. Directors are no longer insulated from these pressing concerns; they are called upon to lead with a comprehensive grasp of foreseeable risks. The concept of conceivable risk acts as a compass, guiding directors toward proactive preparedness. As organisations navigate the complexities of the contemporary business landscape, the onus rests on directors to partake in ongoing discussions, evaluate evolving risks, and implement measures that shield their entities from the multifaceted threats that envelop them.
In an age marked by climate volatility and economic shifts, organisations are under growing pressure to strengthen their climate resilience strategies. In a candid conversation among Wes Ward, Neil Plummer, and Fi Mercer, a wealth of insights emerged on how to fortify an organisation's climate resilience amid a backdrop of uncertainties. Let's delve into the key strategies discussed in this enlightening conversation, while also highlighting relevant LSI keywords related to climate, resilience, strategies, climate risk, and governance.
One of the initial strategies that surfaced in the discussion was the concept of decoupling from the grid, which stands as a sustainable climate resilience strategy. Wes Ward emphasised the importance of reducing exposure to volatile energy prices by investing in renewable infrastructure. This forward-thinking approach involves incorporating solar, wind, or other sustainable modes to power an organisation. As the grid progressively shifts towards renewable sources, such as electricity, the transition becomes not just an environmentally conscious choice but also a financially prudent one—addressing both climate risk and financial stability.
Neil Plummer reinforced this idea by highlighting the grid's increasing focus on renewables over fossil fuels like coal and gas. He urged organisations to consider transitioning to electric power sources and even implementing solar panels and batteries to further reduce financial risk exposure. This dual approach not only promotes sustainability but also shields organisations from energy market fluctuations—aligning climate resilience with economic stability.
The conversation delved into the importance of flood resilience, particularly concerning mental health facilities—a critical aspect of climate resilience. Fi Mercer stressed the significance of governance discussions at the board level, emphasising that the approach should be from a governance perspective rather than executive execution—a governance-driven strategy for climate resilience.
To foster climate resilience in the face of flood-related challenges, organisations should consider the following governance approaches:
In the context of capital works programs, Neil Plummer highlighted the importance of considering climate risk exposure—a pivotal aspect of climate risk governance. As organisations, particularly in the education sector, plan new campuses or upgrade facilities, they must account for both the immediate expenses and long-term climate risks associated with infrastructure decisions.
Key considerations for managing climate risk through capital works programs include:
In an era defined by climate uncertainties, building climate resilience is not just a strategy; it's an imperative. The insights shared in this conversation underscore the importance of proactive strategies, such as decoupling from the grid, climate resilience through governance, and climate risk-aware capital works programs. By embracing these approaches, organisations can chart a path towards a more sustainable, climate-resilient future—one that withstands the challenges of today and prepares for those of tomorrow, aligning climate resilience with sound governance and sustainable strategies.
In the ever-evolving world of corporate governance, director development has taken on new dimensions. The complexities of modern governance, including emerging issues like ESG (Environmental, Social, and Governance) and the omnipresent concern of cybersecurity, have transformed the landscape for board members across the country. In this article, we'll explore the challenges and opportunities directors face in staying ahead of the curve and how continuous learning has become an indispensable part of the director's journey through the Director Lifecycle From Recruitment to Retirement.
To say that the life of a director has become more complex would be an understatement. Directors today grapple with a multitude of challenges that demand their attention and expertise. Among these challenges, several stand out prominently:
Directors, often individuals with extensive experience and high levels of expertise, face a unique challenge. They must balance their well-earned confidence with the humility to acknowledge that they must continue learning. In an era where information and best practices rapidly evolve, embracing continual education is not just advantageous; it's essential for the Director Lifecycle From Recruitment to Retirement.
The dynamic nature of governance means that directors need to adapt to emerging knowledge continually. Take, for instance, the realm of climate change. What directors understood about this topic three years ago is likely insufficient today. Staying current with emerging areas of consideration is crucial for successful director development.
Directors seeking to thrive in this evolving landscape must engage in two dimensions of continuous education:
The life of a director has become increasingly intricate, marked by a constant need to adapt and learn throughout the Director Lifecycle From Recruitment to Retirement. ESG, cybersecurity, human resources, and the ever-changing corporate landscape demand directors who are not only knowledgeable but also agile in their leadership.
To excel in this environment, directors must embrace a culture of continuous education. It's a journey that requires humility, curiosity, and a commitment to staying at the forefront of governance practices within the Director Lifecycle. As the pace of change shows no sign of slowing, the directors who thrive will be those who recognise that the pursuit of knowledge is a lifelong endeavour in director development.
In the realm of board governance and the director lifecycle, the process of director recruitment has witnessed a significant transformation. This article explores the changing landscape of board recruitment, emphasising diversity and the role of professional recruitment firms. Discover how planning, governance, and embracing diversity are shaping the Director Lifecycle from Recruitment to Retirement.
The Director Lifecycle, from recruitment to retirement, is undergoing a shift in paradigms, particularly in the realm of director recruitment. Fi Mercer and Megan Motto, experts in board governance, highlight the changing dynamics:
Director recruitment has evolved into a more professional process. Organisations recognise the importance of bringing skilled and diverse individuals into their boards, emphasising the need for professionalism.
Traditional practices, often characterised by a "boys club" mentality, are gradually fading away. The emphasis is on promoting gender diversity and inclusivity in the director selection process.
Diversity in the boardroom goes beyond gender. It encompasses individuals from various nationalities, with diverse skill sets, tenures, and perspectives. This diversity enriches decision-making and strategic planning.
Organisations are increasingly turning to professional recruitment firms to elevate the director recruitment process. This shift aligns with the goal of ensuring a comprehensive and unbiased approach.
In conclusion, the Director Lifecycle, spanning recruitment to retirement, is undergoing a profound transformation with a renewed focus on planning, governance, and diversity. While personal networks remain relevant, there's a growing realisation that fresh perspectives and diverse skill sets are essential in the boardroom. Professional recruitment firms are invaluable partners in this journey, helping organisations find directors who can shape their futures. It's time to invest the same level of attention and rigour in director recruitment as we do for other critical roles within our organisations. Embracing diversity and professionalism ensures a robust Director Lifecycle that propels organisations toward success.
In today's interconnected world, cyber attacks pose a significant threat, propelling boards of directors into a pivotal role in fortifying their organisations against unprecedented risks. With cyber threats intensifying, boards must reshape their governance strategies. Fi Mercer, a governance expert, presents a pragmatic roadmap to steer boards toward proactive and comprehensive cybersecurity governance.
As the cyber threat landscape expands, boards must swiftly adapt their governance approach. Mercer underscores the need for a structured and proactive response, commencing with the acknowledgement of cyber security as a foremost risk. Mercer addresses the financial constraints that some organisations face and suggests alternative methods to ensure cyber security receives due attention.
One potent approach Mercer advocates is the integration of cyber security within the risk committee's agenda. This involves enlisting a cyber security expert as part of the committee, fostering informed risk assessment and mitigation strategies. This synergy not only introduces specialised insights but also bridges the gap between cybersecurity considerations and holistic risk management.
Mercer underscores the importance of assigning cyber security a permanent slot on the board's agenda. Similar to pivotal subjects like healthcare's clinical governance or customer feedback, cyber security deserves dedicated deliberation time. This practice prevents essential matters from being overlooked and reinforces the board's commitment to addressing cyber risks.
For larger entities with adequate resources, Mercer recommends establishing a specialised cyber subcommittee. This targeted body delves deep into cybersecurity strategies, ensuring the board remains abreast of evolving threats and effective countermeasures. This proactive stance ensures that cyber security remains at the forefront of discussions rather than an afterthought.
Mercer's insights extend beyond conventional organisational boundaries. In regional, rural, and even suburban settings, where resources might be scarce, she advocates exploring shared committees. Drawing inspiration from models like clinical governance, Mercer encourages collaborating with diverse organisations to pool expertise and resources. By acknowledging the cross-industry nature of cyber threats, boards can unite efforts against these risks.
One of Mercer's notable insights is that cyber security threats transcend sectors and industries. This universal nature of the challenge creates opportunities for cross-industry cooperation. Mercer suggests that regardless of primary focus, organisations can form alliances, fostering information exchange and cooperative strategies to combat cyber threats.
As Wes Ward aptly highlights, Mercer's suggestions champion local engagement and shared resources. In a world shaped by technology, Mercer's community-driven approach fortifies cyber security from the grassroots level. Local collaboration guarantees that each organisation gains access to vital expertise, fostering resilience against cyber threats.
As the digital landscape grows intricate and vulnerable, boards of directors shoulder a weighty responsibility. Fi Mercer's expertise guides directors through uncharted waters, promoting prudent and effective governance. By weaving cybersecurity into the fabric of governance, boards can proactively address cyber threats and bolster their organisations against the dynamic risk landscape.