Board Effectiveness

Question 1

What is the role of Co Sec in a Board Meeting?

Answer 1

1. Registers attendance
2. Determines quorum
3. Maintains a record of the proceedings in order to produce the minutes and an action log
4. Advises the chair on procedural matters
5. Advises on governance issues

Question 2

Name 5 roles the CGI Guidance on Effective Board Reporting 2018 recommends the Co Sec carries out.

Answer 2

1. Facilitating discussion between the board and management on future priorities, the type and format of information the board requires and also for co-ordinating the planning process
2. Supporting those writing and presenting board papers
3. Acting as the ‘guardian’ of the house style and format for writing board papers
4. Co-ordinating the collation, storage and distribution of the board pack
5. Reviewing with the chair and other board members whether the board papers met their needs

Question 3

What is the ‘What’ and ‘Why’ of Corporate Culture

Answer 3

WHAT
A company’s culture means its behaviours and the way it conducts its business and espouses its values.

Why
A healthy corporate culture is a valuable asset, a source of competitive advantage and vital to the creation and protection of long-term value.

Question 4

What are the 8 steps to set Company Culture/Code of Ethics

Answer 4

1. Agree what the company’s values
2. Develop and adopt a company Code of Ethics
3. Ensure that the values that have been agreed are taken into account when developing the company’s operational policies and procedures
4. Publicise the company’s values,
5. Integrate the values
6. Ensure that the company’s employee performance management and reward systems encourage behaviours that are consistent with the company’s culture and values
7. Ensure that there is a culture of openness and accountability,
8. Set the tone from the top

Question 5

How do you measure culture/code of ethics?

Answer 5

1. Employees’ views about the company’s culture
2. corporate culture as one of the matters discussed or surveyed as part of the company’s engagement with other
   stakeholders such as suppliers or customers
3. Having culture and values as standing items for the Board meetings
4. Receiving a report of customer complaints
   5.Receiving reports and feedback about the company’s whistleblowing policies and procedures, how effective they are and issues raised via any whistleblowing helpline.
5. Ensuring that the Board are able to get first-hand experience or indications of the culture within the company by being able to have direct interaction with employees and other stakeholders

Question 6

How do you measure culture/code of ethics

Answer 6

1. Using staff surveys
2. Including corporate culture as one of the matters discussed or surveyed as part of the company’s engagement with other stakeholders such as suppliers or customers
3. Having culture and values as standing items for the Board meetings
4. Receiving a report of customer complaints
5. Receiving reports and feedback about the company’s whistleblowing policies and procedures, how effective they are and issues raised via any whistleblowing helpline.
6. Ensuring that the Board can directly interact with employees and other stakeholders.

Question 7

What is Business Ethics?

Answer 7

‘The application of ethical values to business behaviour.’

Question 8

What does the code of ethics contain?

Answer 8

1. Company values
2. Company ethical principles
3. Company ethical standards towards
4. Implementation of the code:
   statement of responsibility for complying with the code;
   means to obtain advice; and
   training.

Question 9

List 5 ways the Co Sec can aid business ethics

Answer 9

1. Suggesting that discussions about corporate culture are on the board’s agenda
2. Suggesting that culture indicators are selected based on the expectations of the organisation’s key stakeholders
3. Developing a dashboard for the culture indicators
4. Organising site visits for Board members
5. Assisting in developing the reporting to stakeholders on the organisation’s culture

Question 10

What does the CGI Model Board Resolution state in relation to Independent Professional Advice?

Answer 10

Directors of the company are given a right to consult the company’s professional advisers and, if necessary, seek independent professional advice at the company’s expense

This right only applies if it is exercised in the furtherance of their duties as directors of the company

Directors must give prior notice of their intention to seek independent professional advice under this procedure and must provide the name(s) of any professional advisers they propose to instruct together with a brief summary of the subject matter

The company secretary provides a written acknowledgement of receipt of the notification which states whether the fees for the professional advice sought are payable by the company under these procedures

A director must obtain the prior approval where the advisers’ fees are likely to exceed a stated amount.

Any advice obtained under this procedure must be made available to the board, if it so requests.