BOARD PERFORMANCE EVALUATION, DIRECTOR DEVELOPMENT AND SUCCESSION PLANNING POLICY

Transcription

1 1. POLICY 1.1. The Open Minds Board is ultimately responsible for the sound and prudential governance of Open Minds. As such, the Board is committed to a continuing process of Board evaluation, director development and succession planning with the aim of ensuring a professional, diverse and proactive Board which acknowledges the requirements of Open Minds clients This Policy sets out the broad principles and processes to be followed in: a. evaluating the performance of the Board; b. ensuring the continuing professional development of directors; and c. succession planning for the Board. 2. OBJECTIVES 2.1 The objectives of this Policy are to ensure that: a. a value adding process is conducted annually to evaluate: - the Board as a whole; - the Chair; - individual directors; and - Board Committees; b. directors have a professional development plan that is linked to the annual evaluation referred to in a. c. a robust succession plan is in place for the Open Minds Board and that this plan is reviewed at least annually. 3. RESPONSIBILITIES 3.1 Board Skills Matrix a. The Open Minds Board shall maintain and update a skills matrix which identifies the range of skills which the Board has assessed as being desirable across the membership of the Board and which are based on Open Minds current strategic direction (the Board Skills Matrix or Matrix). b. The Board Skills Matrix will be used to inform: i. whether skill or diversity requirements need to be met through director recruitment or other avenues (eg external advisors); ii. Board professional development requirements (refer section 3.3 of this Policy); and iii. Board succession planning (refer sections 3.4 of this Policy). c. At least annually, and prior to the commencement of the Board Performance Evaluation Process, the GRN Committee shall review the range of skills, attributes and non-skills based criteria (eg diversity) identified in the Board s Policy No P B Page 1 of 7 Approved:

2 current Matrix and make recommendations to the Board on any necessary changes to the range of skills collectively required on the Open Minds Board. d. Subject to any amendments approved by the Board under clause 3.1(c), each Open Minds director shall update their individual skills, attributes and nonskills based criteria in the Board Skills Matrix prior to the commencement of the Board Performance Evaluation Process. e. The GRN shall identify any gaps in the skills, attributes and non-skills based criteria of the Board collectively following the updates completed under section 3.1(d) and, after agreement with the Board, the GRN shall make recommendations to the Board as to how the company might address such gaps, taking into account the guidelines set out in this Policy. 3.2 Board Performance Evaluation Process a. The GRN shall, on an annual basis, make recommendations to the Board on the scope and process to be used in evaluating the performance of the Board, the Chair, Board Committees and individual directors (the Performance Evaluation Process) in accordance with the requirements of this Policy. b. The Performance Evaluation Process may be conducted using one or more of the following, or by any other means recommended by the GRN Committee and agreed by the Board from time to time: confidential surveys; expert third party evaluation; and/or interviews and feedback from stakeholders. c. All Open Minds directors must participate in the Performance Evaluation Process, including providing feedback, undertaking interviews and responding to surveys, as reasonably requested. The CEO and Senior Management of Open Minds may also be invited to participate in surveys or provide feedback. d. When making recommendations to the Board on the scope of the Performance Evaluation, the GRN shall consider, but shall not be limited by, the following considerations: Evaluation of Board as a Whole Board performance relative to its strategic planning objectives and KPIs; fulfilment of responsibilities as set out in the Board Charter; Board structure and skills including any gaps identified from the Board Skills Matrix updated under section 3.1 of this Policy; strategic direction and planning; policy development; monitoring and supervision; accountability; Policy No P B Page 2 of 7 Approved:

3 succession planning; interaction and relationship with the CEO and Senior Management; leadership, teamwork and culture; and management of agendas, papers, meetings and minutes. Evaluation of the Chair competence and diligence in leading the Board; facilitating and guiding strategic development; relationships with other directors; relationship with the CEO; relationships with stakeholders; promoting constructive and respectful relations between directors, and between directors and management; and Chairmanship of meetings. Evaluation of Individual Directors competence and judgment; knowledge and experience relevant to the activities of Open Minds; ethics and values; diligence and contribution; and behavioural qualities, including collegiality and approach to teamwork. Evaluation of individual directors may be by way of a confidential selfassessment and/or peer review but at the very minimum will include a one on one discussion with the Chair in accordance with sections 3.2(j) and 3.2(k) of this Policy. Evaluation of Committees performance against Committee Charter; skills and experience; performance of Chair; management of agendas, papers, meetings and minutes; communication with and reporting to Board; relationship with management; and relationship with relevant stakeholders. e. The Performance Evaluation Process will be overseen by the Chair of Open Minds following the end of each financial year but before the company s annual general meeting. f. The Board may engage an expert third party facilitator to lead or co-lead (with the Chair) the Performance Evaluation Process (in whole or in part), which may include analysis of results and formulation of recommendations. The GRN may Policy No P B Page 3 of 7 Approved:

4 also assist with the co-ordination or administration of the Performance Evaluation Process as directed by the Board. g. The Open Minds Chair will present the outcomes of the Board performance evaluation for discussion by the Board, and where appropriate, the CEO. h. The Committee Chairs will present the outcomes of their respective Committee performance evaluation for discussion by the Board, and where appropriate, the CEO. i. The Open Minds Deputy Chair will present the outcome of the Chair s performance evaluation for discussion by the Board. j. Unless otherwise directed by the Board, the GRN shall be responsible for implementing any recommendations arising out of the discussions on the Board, Chair and Committee performance evaluation. k. The Chair of Open Minds will have a one on one meeting with each director at least annually to solicit new ideas on Board operations and to discuss the director s individual performance evaluation and provide the opportunity on appropriate action arising from feedback. l. As part of the discussions under clause 3.2(k), the Chair of Open Minds will discuss with each director his/her future plans; including whether they will be seeking re-election when their term expires or indeed if they intend to retire from the Board prior to expiry of their current term. Existing and proposed membership of Committees and Individual Director Professional Development Plans (refer section 3.3 below) should also be considered as part of these discussions. 3.3 Individual Director Professional Development Plans a. To ensure directors can fulfil their obligations and to continually improve the performance of the Board, all directors are encouraged to undergo continual professional development during the term of their appointment. Professional development may relate to a particular subject area, Committee membership, or key developments in Open Minds environment, market or operations. b. Directors may develop a professional development plan in consultation with the Chair1 and individual plans should be developed to take into account: i. the Performance Evaluation Process (Board, Committee and individuals); and ii. any additional competencies that may be required to address any collective gaps identified in the recently updated Board Skills Matrix. (the Professional Development Plan) 1 The Chair s individual development plan, if any, should be made in consultation with the Board as a whole. Policy No P B Page 4 of 7 Approved:

5 c. The GRN shall ensure that an annual aggregate budget is in place to support directors professional education and development. Directors are encouraged to undertake further professional development in accordance with their Professional Development Plan or as otherwise agreed, in advance, with the Chair. Where the Chair wishes to undertake professional development outside of his/her Professional Development Plan then this may be authorised, in advance, by the Deputy Chair. d. The aggregate annual budget allocation for directors professional education must be spent in accordance with Direct Expense Requirements as set out in the Directors Code of the Conduct. e. Registration and bookings for Board/Committee development or individual directors professional development and all associated travel and accommodation shall be arranged through Open Minds. 3.4 Succession Planning a. The Open Minds Board must at all times have in place a succession plan which ensures the rotation of: i. directors on the Board; ii. Board Committee memberships; and iii. Chairmanship of the Board and Board Committees to enable fresh ideas and abilities to be provided to Open Minds and to cater for changes in Open Minds strategic objectives and/or operating environment (the Succession Plan). b. Following completion of the annual Performance Evaluation Process the GRN shall review Open Minds Succession Plan for the Board and make recommendations in relation to updating the Plan based on, but not limited to, the following considerations: i. the company s current and longer term strategic objectives and operating requirements; ii. length of service of current directors and the maximum term for directors set out in the Open Minds Constitution; iii. the size and composition needed for the Board going forward; iv. any gaps with current directors collective skills, attributes and non-skills based criteria (eg diversity) identified under section 3.1 and whether these gaps can be addressed by professional development or continuing education of existing directors or the appointment of external, appropriately qualified and experienced directors; v. the length of service of the Chair of the Open Minds Board and each Board Committee and the maximum term for chairmanship specified in the Board or Committee Charter; and vi. any other issue considered relevant to succession planning by the GRN Committee or the Board. Policy No P B Page 5 of 7 Approved:

6 c. The Board shall consider the recommendations made by the GRN and update the Succession Plan as it considers appropriate. The Board Renewal Timeline in the Board Skills Matrix shall also be updated, if necessary, at this time. d. Where the amendments to the Succession Plan require an additional director(s) to be appointed to the Board, or the replacement of a director who has indicated their pending retirement, the process under section 3.5 shall be followed. 3.5 Appointment of New Directors by the Open Minds Board a. The GRN shall consider and make recommendations to the Board on the process and nomination of new directors to the Open Minds Board as a whole. In accordance with clause of the Constitution, if the Board appoints a new director to fill a casual vacancy during the year, that person will stand for election by members at the next Annual General Meeting (AGM). b. In making its recommendations under section 3.5(a) the GRN shall: i. develop selection criteria that includes the skills, attributes and/or non skills based criteria required for the position which is aligned with the company s Succession Plan and Board Skills Matrix; ii. ensure that candidates are independent from Open Minds; and iii. ensure that candidates are able to critically assess Open Minds operating environment and sector knowledge. c. The GRN should engage in an open recruitment process which may include the engagement of an independent, external recruitment consultant to search for suitably qualified candidates; final recommendations will be provided to the Board; d. The GRN, in consultation with the Open Minds Chair, shall co-ordinate the recruitment process and make its own recommendations to the Board on final candidates. e. The Board should meet the final candidate(s) and the candidate(s) may be appointed in accordance with a resolution of the Board, and the Open Minds Constitution. 3.6 Director s Standing for Re-election a. If a Director wishes to stand for re-election, and are eligible, at the end of their term, they may seek the Board s support for their re-election. At each rotation, the Board will make a formal determination as to whether they will support that Director s re-election after consideration of the skills mix required for the Board as a whole, and after consideration of the performance of the director proposing standing for re-election. The Board will communicate their decision to that director. The Board will also communicate to Members, where appropriate, that Policy No P B Page 6 of 7 Approved:

7 it supports the re-election of the director concerned. 4. RELATED POLICIES & PROCEDURES 4.1 Internal policies and procedures that relate to/impact upon this Policy are as follows: P Board Charter P Governance, Remuneration and Nominations Committee Charter P Governance Principles P Director Remuneration Policy 5. RELATED DOCUMENTS Board Skills Matrix 6. POLICY REVIEW 6.1 This Policy shall be reviewed by the GRN every two years (unless an earlier review is required) and the GRN shall make recommendations to the Board on required amendments. Policy No P B Page 7 of 7 Approved: