CHF Board Renewal
A paper prepared by the Chair of the CHF Board, Tony Lawson
(Input also provided by Ms Jo Watson, Deputy Chair, CHF Board and Chair, Governance Committee)
Most contemporary Boards irrespective of them being for profit or not for profit, ensure they have a sound succession plan. Those that do not run the risk of suffering a huge turnover of Directors resulting in loss of skills, expertise and corporate knowledge.
In terms of succession planning, one of the major issues for Boards is looking at their own composition. Composition ought to be considered as a way of ensuring that there are a sufficiently diverse range of skills, backgrounds and perspectives at the Board table to enable robust discussions and good governance. This will ultimately afford the Board greater opportunity to make informed decisions (which coincides with a Director’s duties of care and diligence).
Succession plans minimise the risks from unexpected turnover while maximising the opportunities associated with fresh talent; they help formalise the organisation’s commitments to its diversity goals; they help define and measure individual Director performance, which can lead to fruitful development initiatives; and they give the Board’s nominating committee a clear-eyed understanding of individual Director performance and Board-wide competency needs, which helps them create candidate profiles, build extensive pipelines of potential new Directors, and generally ensure the Board’s ongoing alignment with the organisation’s evolving strategic goals.
In short, a strategic Board succession process is crucial to the success of the modern Board.
The recommended approach to Board succession planning is the process for there to be an ongoing conversation between Directors and viewed as part of ‘normal’ Board business. To ensure this happens, succession planning and discussions are part of the Board’s annual governance calendar. Dealing with Board succession on an ad hoc basis can lead to sub-optimal decisions on Board membership, which could significantly impact on the Board’s decision-making dynamic and its ability to discharge the board’s governance and legal duties.
The CHF Board has recognised the need to have an on-going focus for all the reasons outlined above, but the Board has decided it must escalate the conversation to another level as it is facing a number of retirements over the next few years, requiring a great focus on Board renewal. For example the terms of the key office holders - the Deputy Chair and Chair – will end in 2024 and 2025 respectively. Accordingly, CHF needs to have new leadership in place sooner rather than later. While there is a pool of highly skilled and experienced Directors that can be drawn upon from the current Board, a number of them are reaching the end of their terms in the next three years, so it is time for CHF to also attract new Board Directors to ensure CHF continues as a strong, credible organisation and continues to fulfill it’s vital role as the recognised peak consumer health organisation in Australia.
The first practical thing the Board has done is to undertake a skills audit. This showed there is a need to attract people with the following diverse range of characteristics, skills and perspectives, including;
- CALD background
- First Nations
- Younger people
Obviously, for a Board to operate effectively and reflect the composition of the community, the achievement of diversity is paramount.
The second thing it has done is to identify people who have previously expressed interest in nominating for election to the Board. We are arranging for these people to attend Board meetings in the remainder of 2023 to provide an opportunity for them to decide if they wish to formally nominate for election this year, 2023.
Under our Constitution we also have the capacity to appoint up to three Directors, for terms to be decided, to fill particular skills and expertise gaps at any given time. We will continue to follow this practice as well.
The Constitution also has a requirement that no elected Director is able to sit on the Board for more than two terms of three years. This assumes they are elected at the end of their first term as well. Past Directors are able to renominate for election after a gap of three years if they so desire.
A call for nominations for election in 2023 will be circulated in the next few months. We are genuinely seeking people to consider joining our Board as a Director at the 2023 AGM and future AGM’s.
It is also a requirement of the Constitution, that prospective candidates need to be nominated by a voting member organisation. We therefore request all our voting member organisations to identify prospective people from within their membership bases to nominate for election. If prospective candidates match the identified needs from our skills audit that would be a real bonus.
Board renewal and succession planning are so important for the following major reasons:
- The responsibility to ensure the continuation of a well functioning Board to support the CHF organisation into the future.
- It ensures continued success.
- It provides fresh ideas.
- It increases Board diversity.
- It promotes resilience.
For CHF to continue as a successful and diverse organisation we need new people to come forward to join our Board, now and over the next two to three years.