7.SHEAN May10 Company Secretary

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Key Issues Company Secretary

Good governance —
a tool for better
management and
outcomes
By Ruth Shean, Director-General, Department of Training and Workforce
Development, Western Australia

Life as a senior public servant isn’t easy. obligations which fell to CEOs were seen
The obligations which fall to them include to be over and above their usual business.
• Practical challenges in a wide range of legislative requirements And as CEOs would tell me, they could
balancing information and and cross-government standards and spend most of their time on accountability
accountability requirements guidelines. Just working out exactly what
issues, and never get close to their
you have to do is a challenge in itself,
with operational matters even before taking into account the core
business.
business in which your agency is engaged.
• Guide developed for public The reality is that the role of public officers
In 2007, as WA Commissioner for has never been more complex. The public
sector managers based on Public Sector Standards, my colleagues expects increasingly high standards from
ASX Corporate Governance and I set out to coordinate the various government. A Victorian State Services
Council principles and legislative and administrative obligations Authority paper on trust in government1
guidelines of CEOs into a single document. We quoted data from a World Values survey,
did this to assist agencies develop codes showing that trust in virtually all major
of conduct as required by the Public organised structural systems declines
• Practical examples and Sector Management Act 1994 (WA). The over time.2 This is not to suggest that
tools used across Australia resulting guide is a matrix of must-dos and the systems themselves have become
in organisations to meet might-want-to-dos, and prompts CEOs to less trustworthy. Rather, it indicates a
accountability requirements develop the framework of expectations to better educated and sophisticated society
best meet their agency needs. where individuals become more critically
evaluative over time — and where
I anticipated that such a document would expectations always exceed delivery.
be warmly received; after all, it presented
obligations in a logical and coherent
manner. The first reaction, however, In pursuit of ethical practice
when I briefed new CEOs, was not one
I empathise with the senior public servant
of comfort but one of alarm. Most CEOs
who feels they have to choose between a
were shocked to see the breadth and
focus on accountability and information
depth of obligation which came with their
one hand and good service delivery on the
leadership responsibilities.
other. I have been a CEO of government
line agencies for over eight years. In
My first piece of advice was always to
positions like these, by far the biggest
identify which officer was responsible for
challenge is the day-to-day operational
each obligation. Until such time as every
machine which needs constant attention
task and responsibility was delegated, the
to keep running. When I was CEO of the
CEO was exposed to risk. But even that
Disability Services Commission, every day
exercise was a challenge, for many of the
saw us making life-and-death decisions

196 Keeping good companies May 2010


on behalf of our clients. One difficulty It was with this challenge in mind that we • Principle 6: People — The organisation’s
we faced was the pressure of operational developed the Good Governance Guide, leadership in people management
demand. First, human need is infinite, and a risk assessment tool which combines contributes to individual and
resources are finite. Worthy people with the across-government accountability organisational achievements.
worthy cases are always going to miss out requirements into a single framework.3 • Principle 7: Finance — The organisation
on services. Further, those services which safeguards financial integrity and
are well funded and well established are The guide is based on the ASX Corporate accountability.
by no means invulnerable. Governance Council Corporate Governance
Principles and Recommendations. We used • Principle 8: Communication — The
Disability services were traditionally the these principles for a couple of reasons. organisation communicates with all
good welfare works of the charity sector. First, we felt that these principles had parties in a way that is accessible, open
There have been many reforms since then, universal appeal and bore many similarities and responsive.
but the elements of disability that made to other governance frameworks. Second, • Principle 9: Risk management — The
the sector so strong — the humanity we had heard so much critical comment organisation identifies and manages its
and the capacity for individual response that the expectations of government risks.
— are also by definition the ongoing CEOs exceeded those of their corporate
vulnerabilities of the sector. counterparts, and we wanted to develop an
These principles are then cross-referenced
approach which had a degree of corporate
to:
In 20 years as a CEO in the field of human appeal.
• standards
services, I was confident that the best staff
I employed were those people grounded in We translated these corporate principles • operations
day-to-day practice, and for whom every into principles and functions relevant to • monitoring and
individual within their care was treated public agencies. We worked through these
• reporting.
as they would a family member. But as with CEOs of public sector agencies to
happens in the home, accidents occur and express them in a way which was unique This results in a matrix of nine cells by four
even in the most careful of households, and appropriate to public sector practice. cells — 36 cells in all.
mistakes happen. In a single home, these This approach starts with the relationship
are usually manageable disasters. On a between senior public servants and their This is the fundamental structure of the
system-wide basis, however, they present a Ministers, and includes reference to Good Governance Guide, and forms
real risk for individuals, their carers and the legislation, reporting relationships, people the basis of a range of processes which
agencies that employ them. Physical injury, and financial management and specific support good governance.
medication errors and emotional responses ethics and integrity matters.
are relatively commonplace in our own
Nine governance principles
homes. When translated into a system The governance principles for the Western
catering for hundreds of thousands of Australia Office of Public Sector Standards For mature organisations, it might be
individuals, these human frailties represent Commissioner (OPSSC) Good Governance enough simply to refer to the nine
a huge corporate risk. Guide are as follows. governance principles to make sure that
the organisation’s accountability framework
This is one of the challenges which faces • Principle 1: Government and public captures the key areas. Agencies may
so may people working to serve the public: sector relationship — The organisation’s already have a quality assurance model
the divide between public expectation — relationship with the government is clear. which has similar principles.
which espouses higher order principles — • Principle 2: Management and oversight
and daily practice. — The organisation’s management and Operational matrix
oversight is accountable and has clearly
So, although we had set out the defined responsibilities. By populating each of the cells in an
accountability requirements of government operational matrix, agencies can specify
in our conduct guide, and encouraged • Principle 3: Organisational structure —
how the higher order principles cascade
agencies to develop agency specific The organisation’s structure serves its
into standards, operations, monitoring and
requirements which represented good operations.
reporting which are relevant and unique to
practice in their own fields, we were still • Principle 4: Operations — The that agency. Empty cells can mean that there
aware that the risks which stemmed from organisation plans its operations to is some work to be done. Those areas of
shortfall between public expectation and achieve its goals. high importance to the agency may become
daily practice remained a challenge for a special focus. In this way, accountability
• Principle 5: Ethics and integrity — Ethics
senior public servants. isn’t an add-on, but the backbone of
and integrity are embedded in the
organisation’s values and operations. business. It becomes a diagnostic approach

197
Key Issues Company Secretary

to business vulnerability and a basis for interrogate the accountability map to this governance. The checklist can be used
annual reporting. end. internally to enhance an agency’s
understanding of the governance concepts
applicable to the WA public sector and
Accountability map Practice exemplars the agency. It can also serve as a reference
As indicated earlier, we operate under a How an agency translates its compliance tool for communicating with external
multiplicity of accountability requirements obligations into policies and practices stakeholders.
nowadays, and finding your way through largely depends on the size, risk exposure
these can be a challenge. So, if you are and type of business that the organisation The checklist relies on information already
lost in regulation, the accountability conducts. In order to help organisations available in the agency’s annual report
map lets you look at the mandatory define the approach best fitting their or website. It doesn’t add to reporting
requirements from different angles. needs, the Good Governance Guide activities but streamlines existing
provides a collection of practice examples information and helps to present this in a
To simplify the information and cater for and tools used across Australia to illustrate simple and easy-to-read format accessible
different user needs, the accountability map how other organisations have attempted to a wide variety of audiences.
presents this information in different data to meet the same or similar accountability The checklist cross-references the nine
sets. For instance, you could choose to look requirements. principles with existing policies and
at the accountability map by principle. So reporting, and allows the agency to
if you assigned a colleague with the task identify shortfalls and duplications.
of checking the organisation’s compliance Compliance checklist
with all mandatory requirements relevant The compliance checklist is a tool which
to ethics and integrity concerns, you could assists in reporting an organisation’s

Table 1: Checklist used in WA public sector agencies

Operational element Applicable policy/ Annual report Comply (Y/N)


other document reference

Principle 1: Government and public sector relationship — The organisation’s relationship with the government is clear
1.1 A document defines responsibilities
and accountabilities between the chief
executive officer and the Minister
1.2 Processes exist to manage
communication and other interaction
between ministers and other
parliamentary representatives and
the organisation
1.3 Communication and other interaction are
recorded and monitored

198 Keeping good companies May 2010


Operational element Applicable policy/ Annual report Comply (Y/N)
other document reference
Reporting The organisation’s annual report identifies
compliance levels against the relevant
standards

Annual compliance reporting addresses


compliance with WA’s requirements for
good governance

All material matters are reported to the


relevant oversight bodies

Principle 2: Management and oversight — The organisation’s management and oversight is accountable and has clearly
defined responsibilities
2.1 A document defines roles, responsibilities
and accountability for all relevant levels
of management (eg those involved in
setting the organisation’s key strategic
goals and outcomes and monitoring
organisational performance)
2.2 Where boards and committees exist, the
relationship between the parties must be
clearly defined
2.3 A strategic plan outlines the
organisation’s key strategic goals and
outcomes and outputs
2.4 Operational plans and programs of work
exist that define critical success factors
and outline how key strategic goals and
outcomes will be accomplished at all
levels of the organisation
2.5 A delegations framework defines
authority levels
2.6 Performance measures are defined and
monitored for the organisation’s strategic
goals
Reporting The organisation’s annual report identifies
compliance levels against the relevant
standards

Annual compliance reporting addresses


compliance with WA’s requirements for
good governance

All material matters are reported to the


relevant oversight bodies

Principle 3 : Organisational structure — The organisation’s structure serves its operations


3.1 Policies ensure that the organisation’s
structure serves its key strategic goals and
outcomes

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Key Issues Company Secretary

Operational element Applicable policy/ Annual report Comply (Y/N)


other document reference
3.2 Processes exist to manage structural
change and the relationships between
business units
3.3 Performance measures identify how well
the structure delivers against strategic
plans
Reporting The organisation’s annual report identifies
compliance levels against the relevant
standards

Annual compliance reporting addresses


compliance with WA’s requirements for
good governance

All material matters are reported to the


relevant oversight bodies

Principle 4: Operations — The organisation plans its operations to achieve its goals
4.1 Policies enable operations to deliver
against the organisation’s key strategic
goals and outcomes
4.2 The organisation’s operational plans
and programs of work support the
organisation’s key strategic goals and
outcomes and are regularly adjusted to
changes in strategic and environmental
imperatives
4.3 Infrastructure is in place to enable the
organisation to implement its operational
plans
4.4 A proper and adequate record is
maintained of the performance of the
organisation’s operations as aligned with
its key strategic goals and outcomes
4.5 Business process and outcome specific
key performance indicators track the
organisation’s performance against its
strategic and operational plans
4.6 Performance evaluation and audits are
conducted
Reporting The organisation’s annual report identifies
compliance levels against the relevant
standards

Annual compliance reporting addresses


compliance with WA’s requirements for
good governance

All material matters are reported to the


relevant oversight bodies

200 Keeping good companies May 2010


Operational element Applicable policy/ Annual report Comply (Y/N)
other document reference

Principle 5: Ethics and integrity — Ethics and integrity are embedded in the organisation’s values and operations
5.1 The organisation’s values and code of
conduct reflect the WA Code of Ethics
and define the standards of official
conduct and professional behaviour
expected of all employees
5.2 The organisation’s ethics and integrity
risks are identified and policies and
operational processes address them (eg
procurement, conflict of interest)
5.3 People management frameworks define
the response to non-ethical behaviour
5.4 Processes are in place to provide
supervision and assistance and enable
follow up of non-compliance (eg
through public interest disclosure)
5.5 A structured process is in place to
monitor official conduct and professional
behaviour (eg compliance audit,
performance management)
Reporting The organisation’s annual report identifies
compliance levels against the relevant
standards

Annual compliance reporting addresses


compliance with WA’s requirements for
good governance

All material matters are reported to the


relevant oversight bodies

Principle 6: People — The organisation’s leadership in people management contributes to individual and organisational
achievements
6.1 Policies enable the attraction, retention
and management of people
6.2 Plans ensure that processes, decisions
and actions are based on the principles
of fairness, equity and diversity, and are
consistent, transparent, impartial and
open for review
6.3 People management frameworks cover
the whole employment continuum
6.4 Structured procedures are in place to
monitor adherence to human resource
policies and processes
6.5 Feedback processes identify issues in
people management practices

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Key Issues Company Secretary

Operational element Applicable policy/ Annual report Comply (Y/N)


other document reference
Reporting The organisation’s annual report identifies
compliance levels against the relevant
standards

Annual compliance reporting addresses


compliance with WA’s requirements for
good governance

All material matters are reported to the


relevant oversight bodies

Principle 7: Finance — The organisation safeguards financial integrity and accountability


7.1 Finance policies define the key strategic
goals and outcomes for which the
organisation’s finances must be employed
7.2 A formal audit charter specifies roles
and responsibilities, composition and
structure of all audit functions
7.3 Processes ensure the proper recording
of financial transactions consistent with
applicable accounting standards
7.4 Financial operations contribute towards
the organisation’s key strategic goals and
outcomes and uphold the highest level of
integrity
7.5 Structured processes are in place to
monitor and audit financial performance
against budget and key strategic goals,
both at executive level as well as by an
independent audit committee
Reporting The organisation’s annual report identifies
compliance levels against the relevant
standards

Annual compliance reporting addresses


compliance with WA’s requirements for
good governance

All material matters are reported to the


relevant oversight bodies

Principle 8: Communication — The organisation communicates with all parties in a way that is accessible,
open and responsive
8.1 Communication policies ensure the
organisation’s communication is open,
accessible and responsive
8.2 Policies ensure information is
disseminated through correct channels,
in a timely manner and to the right target
group

202 Keeping good companies May 2010


Operational element Applicable policy/ Annual report Comply (Y/N)
other document reference
8.3 Processes ensure proactive, transparent
and responsive internal and external
communication
8.4 Processes assist in complying with
legislation on record keeping, public
interest disclosure and freedom
of information, in safeguarding
the confidentiality and integrity
of information, and in preventing
unauthorised, false or premature
disclosure
8.5 An audit strategy exists to monitor
compliance with communication policies
and strategies
Reporting The organisation’s annual report identifies
compliance levels against the relevant
standards

Annual compliance reporting addresses


compliance with WA’s requirements for
good governance

All material matters are reported to the


relevant oversight bodies

Principle 9: Risk management — The organisation identifies and manages its risks
9.1 Policies exist for the governance and
management of material risks (eg
reputational, financial or physical,
including occupational safety and health)
9.2 The organisation’s risk exposure is
evaluated and remediation plans are
implemented
9.3 Preventive measures for key risk
categories are in place
9.4 Procedures are in place to monitor
incidents from the identified risk
categories (data analysis)
Reporting The organisation’s annual report identifies
compliance levels against the relevant
standards

Annual compliance reporting addresses


compliance with WA’s requirements for
good governance

All material matters are reported to the


relevant oversight bodies

203
Key Issues Company Secretary

Maturity model The compliance checklist agency responsibility with respect to the
colleges. We execute this responsibility
The maturity model is an interactive tool is a tool which assists in
through service level agreements, and
designed to assist public sector bodies reporting an organisation’s oversee college performance against a
• identify their governance risk profile
governance. The checklist can range of key performance indicators.
• assess the state of their current Clearly, a detail of reporting has evolved
governance framework and
be used internally to enhance
in this relationship, much of which is seen
• plan any future improvements if
an agency’s understanding by both the colleges and the Minister as
necessary. of the governance concepts being overly burdensome. TAFE college
managing directors report to four different
The maturity model further allows public applicable to the WA public
entities: to their governing councils,
sector bodies to: sector and the agency. It can the Department, the Minister and to
• compare their performance over time as
also serve as a reference tool for Parliament. We are keen to streamline
well as
their reporting while minimising risk to the
communicating with external
• compare their performance (on a government. The Good Governance Guide
de-identified basis) with that of other stakeholders. has given us an excellent framework for
agencies. this task.
At the moment, access to the maturity The checklist relies on
model is restricted to public sector bodies The Good Governance Guide was borne
information already available out of a desire to simplify the maze of
and their registered users. To obtain
access to the system for a public sector in the agency’s annual report responsibility and regulation which besets
government agencies. I am pleased to
organisation, send a formal request to or website. It doesn’t add
ggg@opssc.wa.gov.au nominating your report that it has delivered splendidly on
to reporting activities but this goal.4
organisation’s authorised key contact for
the purpose of using the model. streamlines existing information
I do remind my colleagues that, as with
and helps to present this in a
all tools, it is just a tool. It must be used
Next steps simple and easy-to-read format judiciously. And remember, that while it
This work on governance represents the accessible to a wide variety of is useful, in no way does it replace the
essential elements of good management
collaborative efforts of our own team audiences.
– walking around, listening, planning, and
who worked at OPSSC. I would like to
using sound commonsense.
acknowledge in particular the leadership
of Gretta Fenner and Penny Bird, and
Ruth Shean can be contacted on
the input of many CEOs and senior staff enforced a discipline on every stage of
(08) 9238 2402 or by email at
from with the Western Australian State our work. Times such as these are usually
Ruth.Shean@dtwd.wa.gov.au
Government. I am now in the fortunate marked by the hurly-burly of uncertainty
position of being able to apply our own and new expectation. The operational
tool. As the inaugural Director-General of matrix has given me a framework for Notes
the newly formed Department of Training systematic pursuit of sound structure and 1 State Services Authority, 2007,
and Workforce Development, I have management. Importantly, it is now being A Matter of Trust — Trust in Government.
found two immediate applications for this devolved to the responsibility of others See www.ssa.vic.gov.au [8 April 2010]
approach. within the department: our accountability 2 See www.worldvaluessurvey/org/services/
will be a shared responsibility. main/htm [8 April 2010]
First, an immediate task in establishing 3 Chartered Secretaries Australia has also
this new department as we demerge from developed a number of Good Governance
Second, and perhaps more important,
Guides for use in the public sector
the previous Department of Education is the facility which the framework will environment. See www.CSAust.com/
and Training has been to set up an enable us to fulfil one of our largest GGG/PublicSector
accountability framework under which the responsibilities: the oversight of the 4 The Good Governance Guide is currently
Department will operate. The framework Western Australian technical and further hosted by www.opssc.wa.gov.au. Agencies
has provided an excellent starting point education (TAFE) sector. Under the interested in contributing to this collective
for the accountable operation of the Vocational Education and Training Act approach to governance can contact us
Department. The operational matrix through the Department of Training and
1996 (WA), public colleges are established
Workforce Development in Perth
has guided my thinking during the as bodies corporate with a governing
establishment of the structure, and council. Our department holds a central

204 Keeping good companies May 2010

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