Graduate Diploma of

Applied Corporate

Governance

Public Sector BoardsGuest presenter:

Stephen Horne

Managing Director, IAB Services (NSWG)

In the beginning

And they went forth and multiplied

Governance has costs

Let’s start by talking about why boards are created

Board are a means to an end, not an end in themselves

You know WHAT governance is. But let’s debate the WHY.

The separation of powers

The standard doctrine (refer Parliament link)

– Legislative– Executive– Judicial

Discuss application of the doctrine to statutory powers and functions– Reason for Boards

Lots of functions & roles

It’s all the same …………..… right?

The Public Sector

… life in the goldfish bowl ...

The Real Meaning of Transparency

Key differences for the public sector governance framework Parliament

– the Westminster concept– the Washington concept– the Chambers– the Committees

Differences between States, and with the Commonwealth

Key differences for the public sector governance framework Government

– the concept– the Cabinet / Caucus– The Minister

in the Government in the Parliament consequences for a Board

Key differences for the public sector governance framework The number, role and powers of regulators Quick quiz

The Limits of Power

Let’s discuss

Public Sector Board Models

Commonwealth New South Wales Reference source for detailed dissection of

roles and features (NSW Audit Office)

SOCs vs. GTEs

legislative framework

ministerial directions

Statutory SOC

SOC Act

non-commercial public policy, public interest issues

in writing and gazetted

GTE

enabling legislation

all activities

Company SOC

Corporations Law

SOC Act

non-commercial activities

in writing and gazetted

SOCs vs. GTEsboard appointment

chair appointment

GTE

Portfolio Minister

Governor on recommendation of Minister

Statutory SOC

Governor on recommendation of voting shareholders (ports)

appointed by voting shareholders (energy & rail)

Governor on recommendation of voting shareholders (ports)

voting shareholders (energy & rail)

Company SOC

voting shareholders

voting shareholders

Public Sector Board Models

Regulatory and other Some examples (handouts – discuss) (Question A)

Roles & Relationships

Question B

Where is the clarity (safety net)?

In Legislation?– Enabling– Governance (SOCs, CACs)– NSW GTEs?

What else can you do?

Internal workings

Board Committees– Audit & Risk Committee– Remuneration Committee?– Others?

Performance– Statement of Corporate Intent– Personal reviews

Directions for Change

NSW Audit Office recommendations (1997) NSW Review of Boards NSW Better Services & Value Plan (2009)

– Full value potential– Capital performance & management systems

Uhrig Review Building Better Governance, APSC (2007)