Home' Australian Ageing Agenda : AAA Jul-Aug 2011 Contents sacked by the board which, in turn, was deeply mired in the
day to day struggles of the facility and there were serious
accusations of mismanagement and nepotism. Worse, being a
community run service in a small community, the sometimes
sordid details had spilled into daily front page news in the
A week into his new role, Roberts attended Warrina's 2008
AGM. A capacity crowd had turned up for the show and Roberts
watched as, one by one, each and every board member was
sacked from the board.
"The situation had become toxic," says Roberts. "But whether
it is deserved or not, something like that creates huge ructions in
an organisation and in a community."
"I convinced them we needed some professional and
independent help to try to solve some of the problems and turn
the organisation around. Through Aged Care Queensland, we
were put in touch with Patrick [Herd].
"At the same time we started a strategic planning process. In
fact, because we needed an independent third party, we used
Patrick to run the workshops and Patrick is still working with us,
continuing to educate the board."
Roberts says one of the very early things they did was to
rewrite the constitution to ensure that, in future, it would not be
possible to sack the entire board at once.
"We needed that - to give the organisation some degree
of stability going forward. Now we have a rotating policy
for elections so a third of the board goes up for re-election
Herd says, in some respects, a crisis can be quite helpful in
that it brings everyone's focus onto survival. "But you don't
want to have that for too long and Peter was keen to move
to a more stable environment. It was clear that governance
training was urgently required for the Warrina board, as
well as a planning process to get some structure and
processes in place.
"That doesn't happen in one session and there were
multiple tasks going on at the same time. A code of conduct
was developed, setting out what they agreed was appropriate
behaviour for a board, including some confidentiality issues.
"Together we developed roles and responsibilities and they
came up with their own governance plan," said Herd.
From Warrina's perspective, the process has been effective
and rewarding. The financial performance is strong and, says
Roberts, "the morale has gone through the roof".
"We're still on an upward slope in terms of the challenge but
it's not so steep now," he says. "It's more consolidation than
reconstruction. We have good foundations and a strategic plan
which we have reviewed once already, just recently.
"We have a good organisational structure with a committee
to handle recruitment, review and remuneration of the CEO, a
committee for overseeing the governance and so on. People in
the local community are even commenting that we haven't been
in the media lately!"
If the audience at the Brisbane seminar was anything to
go by, says Roberts, there are many aged care providers in
"I didn't even get to eat a sandwich after that presentation
because so many people wanted to talk to me. They were all
saying things like 'that could have been our place he was talking
about'. So it's not uncommon." n
ANNE ROBINSON IS the co-founder and
legal director of Prolegis - a boutique law
firm in Sydney specialising in the charitable
and not-for-profit sector. She's has been
involved in governance matters with not-for-
profit organisations for 25 years, has been
on many boards herself and is currently chair of two: World
Vision Australia -- a position she has held for six years - and the
Australian Charity Law Association.
Later this year she will co-publish a book about governance
in the not-for-profit sector, with the working title, Driven by
purpose: challenges and opportunities for Australian charities.
Robinson says one of the cornerstones of good governance
is a mutually respectful relationship between the board and the
CEO. Central to that, is a clear understanding of each other's
roles and responsibilities and good, open communication.
"The most common mistake boards make is that they want
to manage, not govern," she says.
"Experienced directors understand the difference between
managing and governing. Some have had experience on the
other side and know what it takes to be a good director and
how to work with the executive.
"But one of the hazards for not-for-profit boards is that some
board members think they are inherently different to private
boards. People who have operated at a very high level in the
for-profit environment, sometimes get onto the board of a not-
for-profit and think they have to interfere in the management.
Not so," she says.
THE JOB OF THE BOARD
The job of the board, she insists, is to govern and set the
strategic direction for the organisation.
"Boards should take a 'helicopter view'. They need to
understand the relevant government policies and the issues but
they should not get embroiled in the detail. The chief task for
the board is decision making," she says.
"People often incorrectly think that the work of the board
takes place in the meetings. But it's only the decisions. It's
one of the biggest problems in governance -- people don't
understand the role and limitations of the board and they can
get very frustrated."
Robinson says the CEO should also work hard at engaging
the board. "If the board isn't engaged sufficiently in the business,
you can risk a disconnect between the board and the CEO.
"It's a two-edged sword: it's dangerous for the CEO to
have a bad relationship with the board. And management,
from the CEO down, needs development about governance, to
understand the role of the board."
Responsibility for a good working relationship must be
shared between the board and the executive, says Robinson.
"Board members need to be getting out on the floor and getting
an understanding of the business and vice-versa. The board
may not know as much about aged care, for example, but their
role is vital and that must be respected and understood."
"I've seen some organisations where the management
narrative is, 'these guys don't know what they're talking about'.
Or they blame the board for all the bad decisions. In some
organisations there is a culture of keeping the board dumb
and happy with good news stories. These are dangerous
situations," she says. "The board might one day wake up and
say, we're not happy with this CEO."
She says boards must be very clear of the organisation's
mission and have realistic measures in place to know whether
the mission is being achieved. "How do we know what success
looks like? What are our measures of success?" she asks.
"The morale has gone
through the roof."
-- Peter Roberts
AAA | JULY -- AUGUST 2011 | 75
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