With the new health and safety legislation coming into force in April, if you haven't read these guidelines they are well worth casting an eye over.

This guideline gives practical advice to company directors on managing health and safety risk and influencing performance in this critical area in their organisations. It is an essential resource for directors providing information on director responsibilities, the role of directors in health and safety, diagnostic questions and actions for directors as well as case studies and a checklist.

Both Directorship and Leadership share the characteristics of leading captured in the phrase “right things”.   The Board and executive have complimentary and collaborative "leadership" roles.  They make different decisions, pull different leavers, but boards that lead and executives that lead share the same objective of creating the greatest possible value for their firm.

Selection and Recruitment of Board Members

When calling for nominations, or considering appointments to the board, include a description of the role of the board member, the governance process, and an outline of the competencies the board wants to see sitting around the board table. Ensure that nominations, accompanied by a CV, are received in time for those who are to vote or decide have time to consider the attributes of the contenders. When there are more contenders than there are vacancies, it might be worth providing the contenders with a brief outline of what will be expected of them. Apart from the duties expected of them, such an outline would detail other matters such as:

• Their term of office
• The frequency and duration of board meetings
• The time requirement including any other meeting or stakeholder engagements expected of them
• Board member remuneration and expense reimbursement policy
• The conflicts of interest policy

Prior to accepting nomination, whether by election or appointment, the prospective board member should complete the following due diligence:

• The personal accountabilities and obligations of being a director
• The Constitution or Trust Deed (the legal framework) of the organisation
• The legislative or regulatory framework applicable to the organisation
• The responsibilities they are undertaking
• The risks of being a director of the organisation
• The organisation, what it does and its Purpose, Vision and Values
• The last annual report
• The current financial position
• Board member remuneration and expense reimbursement policy
• Any potential conflicts of interest
• The current strategic plan
• The Chief Executive and other senior personnel
• The time commitment including time outside board and committee meetings, reading board papers and other material 

This sixth post by Bryndon Kidd on Deciphering Financial Statements for Non-financial Professionals series addresses why a company may need to have its financial statements audited, key components of an audit and how to get the most out of your relationship with your auditor.

https://www.linkedin.com/pulse/20141128173403-11636973-so-why-are-we-having-this-audit-done-post-6

Here's a short but challenging article by board colleague Helen Shorthouse.
How many times has your board discussed the role of technology? Do you discuss it from a strategic perspective? Do you consider both sides of the coin? I often hear people considering this topic as a risk without reflecting on the massive opportunities that technology can bring any organisation.

The US based BoardSource provides some very useful governance resources and while oriented to the US market, there is applicability outside that market.
The simple checklist in this article is valuable to tick off against or put on the 'to do' list.

Board chairmen should be selected in large part for the personal qualities
they bring to the role.

Board chairmen should be selected in large part for the personal qualities
they bring to the role. The following are widely considered desirable personal attributes for a board chairman along with related skills. They appear in no particular order.

• Personal integrity
• Courage
• Intelligence and conceptual flexibility
• A ‘big picture’ orientation
• Openness
• Sound judgement
• A predilection to focus on the future rather than the past
• A willingness to set and stick to high standards
• The ability to adopt their style and approach to different circumstances
• Emotional intelligence and maturity
• The time to do the job properly
• Understanding and mindfulness of group process
• Ability to leave the chief executive alone
• The ability to influence without dominating
• A disposition to servanthood
• Ability to both confront and lead
• Ability to communicate and relate to people

Personal integrity 

This characteristic identifies someone who is truthful and trustworthy, who
can be relied on to keep his/her word. The chairman ‘sets the tone’ for the
board by modelling exemplary behaviour. It is important that the chairman deals
in a straightforward manner with board relationships and commitments. He or she
neither engages in personal games, nor plays favourites. Nor does an effective
chairman’s conduct feature double standards or compromise on ethical and legal
matters. It is guided more by principles than by politics. The effectiveness of
the chairman will be strongly influenced by the degree of respect and courtesy
he or she displays towards their fellow board members. Being courteous and
showing concern for others will give the chairman some room to make the odd
mistake without losing the respect of others. 

Courage

It is important for the chairman to have the courage of his/her
convictions but also to have the courage to admit when he or she is wrong.
Closely allied to this attribute is that chairmen must possess an independence
of mind – the ability to think for themselves without simply following and
agreeing with what may be a superficial group consensus. In this respect, the
chairman has an important role in protecting the board from the perils of ‘group
think’.  There may be circumstances when the chairman has to risk
‘popularity’ in order to do what he or she thinks is right. 

Intelligence and conceptual flexibility

Since, ideally, board members should all have great capability to
discharge their responsibilities, it is hard to imagine a chairman who can lead
their board’s processes who is not at least their intellectual equal. Because of
the predominantly conceptual nature of leadership at this level, the ability to
deal with concepts, constructs and principles is essential. 

A ‘big picture’ orientation

Board members who are constantly questioning and objecting about
matters of detail can be very damaging to a board and to the board’s
relationship with its executives. The chairman, above all others around the
board table, must be able to adopt a ‘big picture’ approach and to see that the
board does not become ‘bogged down’ in the detail even though detail may be
important at times (e.g. in terms of the board’s compliance monitoring
responsibilities). 

In the same vein, the chairman must have a sense of proportion – to be able
to see the wood rather than the trees . Chairmen have to be able to see the
organisation and business as a whole, in the context of its environment and
bring together the skills, experience and perspectives of all those sitting
around the board table (including executives and advisers). Effective chairmen
have the ability to integrate, to pull together the different threads of a
complex issue so that it becomes coherent.

Openness 

A chairman needs to be open in explaining the organisation to its
stakeholders. A chairman also needs to be open to ideas. An effective chairman
suspends judgement until he/she has heard what people have to say and an issue
is fully considered. In this, the chairman has two roles to play. Firstly, to be
an effective facilitator of a collaborative dialogue process designed to
thoroughly explore an issue and options before it concludes its deliberations.
Secondly, a role model who is demonstrably keen to hear other points of view
before firming up on his/her own. 

Sound judgement

Many who possess high intellectual ability are susceptible to ‘dumb’
decisions because of a lack of common sense and sound judgement. A board needs
at its head a person who is ‘sound’ – who can be relied on to take a considered
and ‘grounded’ view of matters under consideration. Closely associated with this
characteristic is the virtue of patience. Neither board nor organisation can
afford to have a chair who is seen as a ‘bull at a gate’ or a ‘hot head’.

A predilection to focus on the future rather than the past

As the board’s leader, the chairman needs to have a sense of purpose
and an ability to keep and communicate a vision of the future. A constant
concern for where the organisation is headed helps the board to keep focused on
those things that will help the organisation to future success. Associated with
this attribute is often an optimistic mindset which also assists in motivating
others and generally helps to keep things moving forward in a positive
manner.

A willingness to set and stick to high standards

The chairman must uphold the highest standards of integrity and
probity. This requirement also extends to standards of personal and group
performance. This means an unwillingness to turn a blind eye to things that are
not up to scratch and an ability to continually look for and apply ways of
improving the board’s effectiveness. 

The ability to adopt their style and approach to different circumstances

There is not one style that works best. The different situations that
he or she will inevitably face during their tenure require a chairman to be able
to adapt to quite different circumstances. Even the change of one board member
can radically change the dynamic of the board.

Emotional intelligence and maturity

The demands place on boards and their chairmen, in particular, means
that the job can be quite stressful at times. Some chairmen, for example, have
to face a situation in which their organisation is under attack and have to
defend or present their organisation in a way that does not do further damage.
Others may have to guide their board through a deteriorating relationship with
their chief executive.  These types of situations demand unruffled but ‘on
the ball’ leadership. An effective chairman is self-aware. He/she knows his/her
own strengths and weaknesses and has well developed strategies to work with
these.

The time to do the job properly

The chairman’s time commitment is significantly greater than that of
other board members. He or she must not only prepare for and attend board
meetings (and probably committee meetings as well), but must also have the time
to liaise with other board members, the chief executive and, at times, other
staff, and to communicate with important stakeholders.

Understanding and mindfulness of group process

A chairman should be comfortable with group decision making and
understand group process. The chairman should be an effective (and efficient)
leader of group decision making processes. This capability should extend to
dealing calmly and appropriately with the occasional group process that goes
awry. He or she must have the ability to assist the group to capitalise on the
capabilities and capacities of its members. This means having the ability to
bring people and ideas together in a constructive way. A sense of humour is
indispensable here but assists a chairman in many other ways as well.

While the board should work as a team, directors are expected to exercise
independent views and perspectives. Many board members are strong-willed
individuals who bring passionately held views to the boardroom. It is almost
inevitable there will be conflict. A skilled chairman will know how to manage
such conflict to the board's advantage.

Knowing when a boardroom discussion has run its course and should be wrapped
up is one of the arts of good chairmanship. This may involve denying board
members the opportunity to further advocate their position. This can be
difficult to manage. On one hand, board members expect the opportunity to air
their views, but on the other they expect the chairman to manage the process to
avoid the discussion becoming unnecessarily drawn out.  

Ability to leave the chief executive alone 

A good chairman must have no need to interfere with prerogatives granted by
the board to the chief executive. A chairman who coverts the type of executive
authority vested in the chief executive may well encroach upon that role.
Although chairman intervention between the board and the chief executive can
satisfy a board’s anxieties in the short term, it invariably causes
deterioration in the proper board-chief executive relationship.

The ability to influence without dominating

The less a chairman imposes his views the more he/she will be able to
lead the board effectively. The most important attribute in this context is
arguably the ability to listen well – being aware of what is said (and not said)
and the reasoning behind it. A chairman who is intent on putting his/her views
forward will inhibit input from others and will have difficulty attending to the
process of the discussion.

A disposition to servant hood

The chairman is a servant to the board and must never forget it,
particularly when tough times call upon the chairman to lead. The chairman can
never forget on whose behalf he, she works, or by whose grace he or she
exercises authority. The chairman’s compelling ambition should be only to
influence the board towards greater integrity and effective group leadership. 

Ability to both confront and lead

Decisiveness (but not impatience) with an insistence on getting things
done is a vital characteristic. In their absence board meetings can be
protracted seldom reaching clear conclusions. The chairman must be purposeful,
willing, and able to act with the authority the board has granted. If he or she
fails in this, they sell their board short. This attribute includes that ability
to confront individuals and the group about their, or its, behaviour.

Ability to communicate and relate to people 

The effective application of many of the preceding attributes relies on the
ability to communicate. To succeed a chairman must be able to promote positive,
constructive relationships and open communication, both inside and outside the
boardroom. Personal confidence and strong interpersonal skills are essential. 

This second post from Bryndon Kydd (I'm trying to locate the first post) of Deciphering Financial Statements for Non-financial Professionals series addresses how you, as a financial statement reader, can determine how much reliance you can take from a set of financial statements.