{"id":7750,"date":"2020-10-07T01:58:54","date_gmt":"2020-10-07T01:58:54","guid":{"rendered":"http:\/\/www.stellaris.co.nz\/?p=7750"},"modified":"2020-10-07T02:05:10","modified_gmt":"2020-10-07T02:05:10","slug":"before-you-say-yes","status":"publish","type":"post","link":"https:\/\/www.stellaris.co.nz\/index.php\/2020\/10\/07\/before-you-say-yes\/","title":{"rendered":"Before you say YES"},"content":{"rendered":"<p>[et_pb_section fb_built=&#8221;1&#8243; admin_label=&#8221;section&#8221; _builder_version=&#8221;3.22&#8243;][et_pb_row admin_label=&#8221;row&#8221; _builder_version=&#8221;3.25&#8243; background_size=&#8221;initial&#8221; background_position=&#8221;top_left&#8221; background_repeat=&#8221;repeat&#8221;][et_pb_column type=&#8221;4_4&#8243; _builder_version=&#8221;3.25&#8243; custom_padding=&#8221;|||&#8221; custom_padding__hover=&#8221;|||&#8221;][et_pb_text admin_label=&#8221;Text&#8221; _builder_version=&#8221;4.4.4&#8243; background_size=&#8221;initial&#8221; background_position=&#8221;top_left&#8221; background_repeat=&#8221;repeat&#8221; hover_enabled=&#8221;0&#8243;]<\/p>\n<h2><span style=\"color: #000000;\"><b>What you need to know <\/b><b><i>before<\/i><\/b><b> you say yes\u00a0<\/b><\/span><\/h2>\n<p><span style=\"color: #000000;\"><b><\/b><\/span><\/p>\n<h3><span style=\"font-weight: 400; color: #000000;\">So you have been asked to join a board?\u00a0<\/span><\/h3>\n<p><span style=\"font-weight: 400;\">You may have been asked to stand for election as a member of the school board of trustees.<\/span><\/p>\n<p><span style=\"font-weight: 400;\">Firstly congratulations for thinking of taking on a governance role. As we shall see there are many responsibilities and some personal risks in terms of reputation and money that balance the sense of achievement of leading an organisation. The community needs people such as you who are prepared to face such risks.<\/span><\/p>\n<p><span style=\"font-weight: 400;\">\u201cHang on Ron\u201d, I hear you say. \u201cWhat are all these risks and responsibilities you are talking about? I just want to use my skills and knowledge to help out. It can\u2019t be that hard\u2026..can it?\u201d<\/span><\/p>\n<p><span style=\"font-weight: 400;\">Being a member of a board can be a very satisfying experience and being asked to join a board can be very seductive to the ego. But there are some things you need to know before saying \u201cYes.\u201d<\/span><\/p>\n<p>&nbsp;<\/p>\n<h4><span style=\"color: #000000;\">Some definitions<\/span><\/h4>\n<p><span style=\"font-weight: 400;\">Before we discuss those questions let me explain what I mean by some of the words in this article.<\/span><\/p>\n<p><span style=\"font-weight: 400;\">In this article a board is the governing body of an incorporated body.\u00a0 Incorporated bodies might be;<\/span><\/p>\n<p style=\"padding-left: 30px;\"><strong>1. Trusts:\u00a0<\/strong><span style=\"font-weight: 400;\">There are many types of trusts such as charitable trusts (registered as a charity with the Charities Commission), family trusts, Maori trusts and trading trusts<\/span><\/p>\n<p style=\"padding-left: 30px;\"><strong>2. Limited Liability Company:\u00a0<\/strong><span style=\"font-weight: 400;\">A company is registered under the Companies Act and always has Limited (or Ltd) as a part of its full name.<\/span><\/p>\n<p style=\"padding-left: 30px;\"><strong>3. Incorporated society:\u00a0<\/strong><span style=\"font-weight: 400;\">Most clubs are incorporated societies. Their official name ends in \u2018Inc.\u2019 as in Greerton Sports Club Inc. but often the Inc is left off e.g\u00a0 Plunket Society.\u00a0<\/span><\/p>\n<p><span style=\"font-weight: 400;\">So a member of the governing body might be a director, a trustee or a member of the executive committee. To keep things simple I will refer to all these people as directors and trustees in this article.\u00a0<\/span><\/p>\n<p><span style=\"font-weight: 400;\">This article is about those organisations which are big enough to have management. Many of the lessons are still relevant to smaller clubs and societies but there are a few differences that pop up because the directors are also the management and that can confuse things.<\/span><\/p>\n<p>&nbsp;<\/p>\n<p><span style=\"font-weight: 400;\">The second point I want to make before we get into the questions you should ask before saying \u201cyes\u201d is to explain what the role entails.<\/span><\/p>\n<p><span style=\"font-weight: 400;\">A director or trustee is a member of a team. The team might be called a board or a committee depending on the type of organisation. We\u2019ll just refer to boards to keep things simple.<\/span><\/p>\n<p><span style=\"font-weight: 400;\"><\/span><\/p>\n<h4><span style=\"color: #000000;\">\u00a0The board has four jobs:<\/span><\/h4>\n<ol>\n<li style=\"font-weight: 400;\"><span style=\"font-weight: 400;\">Set the tone of the organisation<\/span><\/li>\n<li style=\"font-weight: 400;\"><span style=\"font-weight: 400;\">Make sure the organisation complies with all the rules and regulations of the business they are in<\/span><\/li>\n<li style=\"font-weight: 400;\"><span style=\"font-weight: 400;\">Hold management to account for the jobs the board has delegated to management<\/span><\/li>\n<li style=\"font-weight: 400;\"><span style=\"font-weight: 400;\">Set in place a strategy for the development of the organisation<\/span><\/li>\n<\/ol>\n<p><span style=\"font-weight: 400;\">Any one of these roles will be more important than others at different times depending on the time of year, the maturity of the organisation and so on.<\/span><\/p>\n<p>&nbsp;<\/p>\n<p><span style=\"font-weight: 400;\">So now to the questions to ask. <\/span><span style=\"font-weight: 400;\">The first question to ask is:<\/span><\/p>\n<p><strong><span style=\"color: #000000;\">1. How do I fit into the team?<\/span><\/strong><\/p>\n<p><span style=\"font-weight: 400;\">The board is a team. Just like a great sports team a good board will have a range of skills and knowledge. Some skills and knowledge need to be common to everyone on the team: understanding how to read a set of accounts and knowing your legal obligations as a director would be two.<\/span><\/p>\n<p><span style=\"font-weight: 400;\">You should have been asked on to the board because you have attributes that fill a gap in the skill set of the board. Perhaps the organisation is embarking on a building programme and you have an engineering background. Perhaps your financial background is useful because there is about to be a five year fundraising programme.<\/span><\/p>\n<p>&nbsp;<\/p>\n<p><strong>2. Ask why you are being asked to join.<\/strong><\/p>\n<p><span style=\"font-weight: 400;\">If the reason is that you \u201cget along\u201d with everyone else this might be a warning. It means that the board might comprise of people like you and that big gaps in skills and knowledge will appear. If everyone thinks the same way then some questions will not get asked and some ideas will not be challenged.<\/span><\/p>\n<p><span style=\"font-weight: 400;\">As Mark Twain said:\u00a0 \u201cIf two people agree on everything then one of them is unnecessary\u201d.\u00a0<\/span><\/p>\n<p><span style=\"font-weight: 400;\">A board which does not challenge decisions is likely to miss opportunities or worse, not recognise risks.<\/span><\/p>\n<p><span style=\"font-weight: 400;\">Some people are asked because they have \u201cname recognition\u201d in the community. If you are one of these people you need to ask whether your skills match the expectation that comes with your name. For example David Kirk is well known because he captained a world cup winning rugby team so many people will support an organisation because he is involved. However he has excellent business skills to back up his celebrity status. Recently investors became involved in Lombard because of the reputation of the directors such as Sir Douglas Graham. According to the Courts he did not have the skills to back this heightened level of expectation.<\/span><\/p>\n<p>&nbsp;<\/p>\n<p><strong>3. Are you being asked to join the board because it is cheaper to pay you a directors fee than to pay your professional rates?<\/strong><\/p>\n<p><span style=\"font-weight: 400;\">Lawyers and accountants often get asked to join the board and then are expected to act as the company advisor. This is wrong!<\/span><\/p>\n<p><span style=\"font-weight: 400;\">All board members should be equally au fait with the implications of any decisions they make. As the director who is an accountant you might recognise the implications in some of the reports before others do and have more in depth questions to ask. If the answers that come back from management are not in plain English so that only the accountant director can understand then the board has a problem.\u00a0<\/span><\/p>\n<p><span style=\"font-weight: 400;\">As a board you delegate management to the Chief Executive. Your role is not then to become one of the CEOs management team.\u00a0<\/span><\/p>\n<p>&nbsp;<\/p>\n<p><span style=\"font-weight: 400;\">The next question follows from the first:<\/span><\/p>\n<h4><span style=\"color: #000000;\"><b>What are my skills?<\/b><\/span><\/h4>\n<p><span style=\"font-weight: 400;\">Self awareness is a tremendous character trait. Knowing what you are good at and what you need to improve are important life skills.<\/span><\/p>\n<p><span style=\"font-weight: 400;\">Being comfortable in your own skin means that you acknowledge that there are things you need to get better at. This is not a problem. It is merely a challenge to be addressed. Get some training, find a mentor, read books.<\/span><\/p>\n<p><span style=\"font-weight: 400;\">It might be that you need to learn some accounting skills. Perhaps you don\u2019t know much about the sector that the board operates in. Be upfront about it just as you expect others at the table to be honest about their strengths and weaknesses so that everyone knows how to make the most of the team.<\/span><\/p>\n<p><span style=\"font-weight: 400;\">Sometimes new directors are so honoured by being asked to join the board that they feel that they can\u2019t admit to needing upskilling. They should feel honoured that you are prepared to get even better!<\/span><\/p>\n<p><span style=\"font-weight: 400;\">So feel free to ask about the induction process.<\/span><\/p>\n<ul>\n<li style=\"font-weight: 400;\"><span style=\"font-weight: 400;\">How will you be introduced to the organisation and its work?<\/span><\/li>\n<li style=\"font-weight: 400;\"><span style=\"font-weight: 400;\">When will you be told more about compliance issues special to this business that you might not be expected to know (obviously you know how to read accounts, recognise basic employment law etc)<\/span><\/li>\n<\/ul>\n<p>&nbsp;<\/p>\n<h4><span style=\"color: #000000;\"><b>Am I joining\u00a0 the organisation I think I am joining?<\/b><\/span><\/h4>\n<p><span style=\"font-weight: 400;\">Due diligence is the term we use to describe the process of checking on the organisation before you join up.<\/span><\/p>\n<ul>\n<li style=\"font-weight: 400;\"><span style=\"font-weight: 400;\">Why is there a vacancy? Is it because someone feels they have done their time and needs to move on or are there conflicts that they felt unable to deal with?<\/span><\/li>\n<li style=\"font-weight: 400;\"><span style=\"font-weight: 400;\">Are the accounts accurate? Have they received unqualified audit reports? What is the cashflow like?\u00a0 Is the organisation sustainable?\u00a0 Does revenue come from the normal business or a series of one off events?<\/span><\/li>\n<li style=\"font-weight: 400;\"><span style=\"font-weight: 400;\">Who are the people involved? Do I know the other board members? Am I comfortable with the current management team?\u00a0 Are there others involved outside the board or management who are influential in the organisation such as shareholders or patrons? What else are they involved in now and in the past? Do some members of the board dominate or is the board a genuine team?<\/span><\/li>\n<li style=\"font-weight: 400;\"><span style=\"font-weight: 400;\">What is the culture of the organisation? Are staff and customers treated the way you would treat them? What is staff turnover like compared to other similar organisations?<\/span><\/li>\n<li style=\"font-weight: 400;\">What is the goal and purpose of the organisation? Check deeds and constitutions to see whether the organisation is in tune with the reason it exists. Has a not for profit become too profit driven? Has a commercial enterprise drifted into markets that are not its core business? Is this deliberate or accidental?<\/li>\n<li style=\"font-weight: 400;\">What does the strategic plan look like? Is there such a plan? Is the organisation meeting the goals set in the plan or drifting away? When does such planning take place?<\/li>\n<\/ul>\n<p><span style=\"font-weight: 400;\">These are all questions about the organisation and the way it works.<\/span><\/p>\n<p>&nbsp;<\/p>\n<h4><span style=\"color: #000000;\"><b>Why all these questions?<\/b><\/span><\/h4>\n<p><span style=\"font-weight: 400;\">Why do you need to do all this? In the end you only want to join a board to help the organisation grow and achieve its purpose, perhaps to develop your own career and to do some good in the community. Isn\u2019t this going a bit overboard?<\/span><\/p>\n<p><span style=\"font-weight: 400;\">Firstly if you are the wrong person for the board then the organisation will not be as effective in achieving its purpose and developing to its best capability.<\/span><\/p>\n<p><span style=\"font-weight: 400;\">Secondly there are some big penalties for not being conscientious as a director. Under the Companies Act there are\u00a0<\/span><\/p>\n<ul>\n<li style=\"font-weight: 400;\"><span style=\"font-weight: 400;\">28 reasons an individual director can be fined $5000<\/span><\/li>\n<li style=\"font-weight: 400;\"><span style=\"font-weight: 400;\">22 reasons an individual director can be fined $10000<\/span><\/li>\n<li style=\"font-weight: 400;\"><span style=\"font-weight: 400;\">3 reasons an individual director can be fined $50000 and<\/span><\/li>\n<li style=\"font-weight: 400;\"><span style=\"font-weight: 400;\">9 reasons an individual director can be fined $200000<\/span><\/li>\n<\/ul>\n<p><span style=\"font-weight: 400;\">Can you afford that?<\/span><\/p>\n<p><span style=\"font-weight: 400;\">Recent court decisions have made it very clear that directors and trustees are expected to act with dedication and professionalism. Not reading documents because you think that the lawyer on the board will do it is not an excuse that the courts will accept. If you accept the role of director it is assumed that you have accepted that you have the skills and knowledge to do the job completely.\u00a0<\/span><\/p>\n<p><span style=\"font-weight: 400;\">In one case before the courts at the moment the various defendants are claiming that the other directors never told them what was going on. It is likely that the court will not accept this excuse. Can you trust all the other directors or trustees on the board to share all the information relating to issues before the board?\u00a0 Robust discussions ensure robust decisions. Can you trust other directors to keep confidentialities and not score points with the public?<\/span><\/p>\n<p><span style=\"font-weight: 400;\">The time to be sure is before you join the board.<\/span><\/p>\n<p><span style=\"font-weight: 400;\">Ask:<\/span><\/p>\n<ol>\n<li><span style=\"font-weight: 400;\">Am I being asked to join for the right reason<\/span><\/li>\n<li><span style=\"font-weight: 400;\">Have I got the skills and knowledge they think I have?<\/span><\/li>\n<li><span style=\"font-weight: 400;\">Is the organisation what it appears to be?<\/span><\/li>\n<\/ol>\n<p>&nbsp;<\/p>\n<p><span style=\"font-weight: 400;\">With the right answers you can confidently say \u201cYes. I will join the Board\u201d. And then make a difference.<\/span><\/p>\n<p>&nbsp;<\/p>\n<p><em>Ron Scott, first published\u00a0 in Tonic Magazine on Thursday, July\u00a02012<\/em><\/p>\n<p>[\/et_pb_text][\/et_pb_column][\/et_pb_row][\/et_pb_section]<\/p>\n","protected":false},"excerpt":{"rendered":"<p>[et_pb_section fb_built=&#8221;1&#8243; admin_label=&#8221;section&#8221; _builder_version=&#8221;3.22&#8243;][et_pb_row admin_label=&#8221;row&#8221; _builder_version=&#8221;3.25&#8243; background_size=&#8221;initial&#8221; background_position=&#8221;top_left&#8221; background_repeat=&#8221;repeat&#8221;][et_pb_column type=&#8221;4_4&#8243; _builder_version=&#8221;3.25&#8243; custom_padding=&#8221;|||&#8221; custom_padding__hover=&#8221;|||&#8221;][et_pb_text admin_label=&#8221;Text&#8221; _builder_version=&#8221;4.4.4&#8243; background_size=&#8221;initial&#8221; background_position=&#8221;top_left&#8221; background_repeat=&#8221;repeat&#8221; hover_enabled=&#8221;0&#8243;] What you need to know before you say yes\u00a0 So you have been asked to join a board?\u00a0 You may have been asked to stand for election as a member of the school board of trustees. [&hellip;]<\/p>\n","protected":false},"author":2,"featured_media":7756,"comment_status":"closed","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"_et_pb_use_builder":"on","_et_pb_old_content":"","_et_gb_content_width":""},"categories":[6],"tags":[],"_links":{"self":[{"href":"https:\/\/www.stellaris.co.nz\/index.php\/wp-json\/wp\/v2\/posts\/7750"}],"collection":[{"href":"https:\/\/www.stellaris.co.nz\/index.php\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.stellaris.co.nz\/index.php\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.stellaris.co.nz\/index.php\/wp-json\/wp\/v2\/users\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/www.stellaris.co.nz\/index.php\/wp-json\/wp\/v2\/comments?post=7750"}],"version-history":[{"count":6,"href":"https:\/\/www.stellaris.co.nz\/index.php\/wp-json\/wp\/v2\/posts\/7750\/revisions"}],"predecessor-version":[{"id":7761,"href":"https:\/\/www.stellaris.co.nz\/index.php\/wp-json\/wp\/v2\/posts\/7750\/revisions\/7761"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/www.stellaris.co.nz\/index.php\/wp-json\/wp\/v2\/media\/7756"}],"wp:attachment":[{"href":"https:\/\/www.stellaris.co.nz\/index.php\/wp-json\/wp\/v2\/media?parent=7750"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.stellaris.co.nz\/index.php\/wp-json\/wp\/v2\/categories?post=7750"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.stellaris.co.nz\/index.php\/wp-json\/wp\/v2\/tags?post=7750"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}