Netball NSW

Sport Governance Principles - The Play Book

This is a Sport Australia podcast production.

Kate Corkery Hello and welcome to the Sport Governance Podcast series. My name is Kate Corkery and I am the Director of Sport Governance and Strategy at Sport Australia. Over this series we will take a deep dive into the sport governance principles and how they come to life in practice. Each podcast will focus on an individual principle with a special guest joining me to share their experiences and practical advice with respect to that principle.

Kate Corkery In today's episode, we are focusing on Principle Six the Playbook. Board processes which ensure accountability and transparency. Principle Six highlights through effective processes and continual review of its performance, the board is able to demonstrate accountability and transparency to its members and stakeholders. To discuss the Playbook, we are joined by Carolyn Campbell, Chair of Sport New South Wales and former Netball New South Wales CEO. Carolyn commenced her career as a teacher and went on to work as CEO of the WA Women's Hockey Association. Following the successful delivery of the 2002 Women's Hockey World Cup in Perth, Carolyn left her West Coast home to join Netball New South Wales. Initially as the game's development manager and ultimately as chief executive officer, a role that she held for the last 15 years. In that time, Carolyn has led the sport through an evolution across all tiers, from grass roots to the highly competitive elite environment, operating two teams, the Swifts and the Giants, in the super netball league. Carolyn is the chair of Sport New South Wales, which is an independent member based peak body representing New South Wales sport and the active recreation sector, and a director of Bankstown District Sports Club and Hockey Mum. Carolyn, thank you for joining me to share your experiences on the playbook.

Carolyn Campbell Thank you, Kate. It's lovely to be here.

Kate Corkery The playbook really focuses on board accountability and transparency. In your experience, what is the difference between a board being an accountable and a board being transparent?

Carolyn Campbell Absolutely. The accountability is about the understanding of the role and the commitments and what's required with the role. It's also ensuring that all your board procedures and methods are actually followed. It's really about the 'what' and what you're actually considering and in how you're actually doing that.

Kate Corkery And when a board is being accountable, are they accountable for both behaviour and policies and systems?

Carolyn Campbell Accountability around the understanding of the role and the commitment that's required to undertake that role to the necessary levels that it needs to be and is also ensuring the behaviour and that the board procedures are functional and it works well in terms of setting up the decision making and the discussions that may occur inside that boardroom.

Kate Corkery And what does transparency mean for a board?

Carolyn Campbell Transparency is really about the visibility to the members that you're responsible to or the group that you're working with. It's about the reporting. It's creating the communication and making sure the accessibility to any necessary information is provided from the board as part of that process so that it's very clear as to how the decisions have been made and what will be undertaken from that.

Kate Corkery So when we talk about directors in sport in Australia, most of our Australian sport directors are volunteers. But the role of director, whether held at national sporting organisation level or state sporting organisational level, carries significant legal duties and responsibilities. What should directors do to understand and ultimately discharge their duties, powers and responsibilities at law?

Carolyn Campbell It's absolutely essential that all directors ask any questions that they need to, seek further information if required, or clarity of information. There's no every director is responsible around the board table. There's no one leading that. They are all in it together and they need to make sure that they've got any information or clarity that they require in regards to that. I think when you talk about directors responsibility and legal duties, people often don't necessarily have that full understanding when they join a board. So it's very important that that's part of the induction process to them as well, that they clearly understand what they have put themselves into and how that might work for them to to make sure that they can fulfil that role to the level that they need to.

Kate Corkery And we often hear comments, I'm on a board, but I'm not an accountant. We have an accountant on the board and they've got responsibility for the finances of the board and the reporting, financial reporting of the board. Is that correct?

Carolyn Campbell No, every single director has the same responsibility, and I guess there's a number of key elements to that, whether it's financial, whether it's understanding legal advice that has been provided from the external provider of that to the board, every director has that responsibility. So there is a need to have a general set of skills that allows you to actually be fluent in understanding that information and how that's presented. And and as I keep saying, you need to ask questions or seek further information if you're not clear on that. You should never go with the flow on the fact that you're just a director sitting around a table because you are as just as responsible for those that are making the decisions, whether you have understood it or not.

Kate Corkery Yeah, that's really good advice. So Director is obviously a position on the board, but there are other key roles on the board. So chair, company secretary, how important is it to have clear position descriptions for these key roles?

Carolyn Campbell I think it's imperative because again, because of the way that boards often are formed, you may find yourself in one of those roles and you need to have good clarity around what those expectations are. And it's something that should be discussed within the board room about how that's going to work and what makes that work. I think really, position descriptions just help people understand what those expectations are and also gives them a very clear understanding of the commitment. So a chair of a board is an enormous commitment to take on with the need to actually be the liaison with the CEO to actually conduct the board in a way that everybody has or feels as though they have good interaction and the ability to put their position forward. And at times, you know, it needs to bring order or to put a framework around how those decisions are made so at some stage having a great feel for the board and the room and that's really important for a chair, for example. And I think sometimes that's not necessarily understood by all as to how onerous that a position like that can be.

Kate Corkery Indeed. I mean, we start off by talking about accountability. So how the board conducts its business, what policies or practises can a board put in place to assure its stakeholders, transparently that the board is governing it effectively and in the best interests of the organisation?

Carolyn Campbell It really starts at the induction process Kate because if you're a new director coming in, you need to have a full understanding of what the policies and procedures are and how the board may operate. And that should be done in conjunction with some members of the board as well so you've got a multi faceted view of that. Most definitely the procedures around Board Charter's, code of conduct, even down to expectations of meeting time frames in terms of how often, regularity, how long they will be. Are they conducted in this new world of lots of hybrid /  Zoom as opposed to in person? What does that actually look like? I think that all helps and explains to people exactly what their commitment is. And those policies and procedures should be openly available to you if you're putting your hand up to become a director, because it's no point finding out once you've been elected or appointed to a board that it's not going to work for you or you're able to commit that sort of time. So the transparency, openly available policies and procedures and code of conduct is very important.

Kate Corkery And should those documentation's be shared with the members of the organisation?

Carolyn Campbell In most part, yes, certainly code of conduct, some board charters should be available. Some of the internal workings of board policies around perhaps expectations, I think there's still a place for an internal board document that helps spell out exactly what, you know, may be around requirements and needs for directors to attend different events or whatever the board might be dealing with. I think that's more of an internal document, but everything else is certainly should be widely spread.

Kate Corkery So let's talk about conflict of interest. It's one of the key documents that creates accountability and transparency for boards and for directors. What is a conflict of interest? And can you give us examples of some common conflicts of interest that you've come across in your time in sport?

Carolyn Campbell A conflict of interest is something that somebody can have a gain in a personal capacity by having exposure or having information given to you that you may receive in your professional capacity and understanding that can be real and material or it can also be perceived. I think sport really struggles with some of this in the way that people come onto boards and a lot have come from inside the sport and therefore they already have alliances or they come from a particular home base or whatever that might look like. So that can often be drawn into that conflict of interest. For me in sport boards, I think some of the things are that when decisions are being made around perhaps particular associations or facilities that people may have an involvement in or have been involved in. And then there's this sort of business side of sport that can extend through to being a material conflict of interest. So if you have connections with a business that is a merchandise business or a uniform supply business or trophy's or even down to running particular centres or having leases on things, all of those can be well and truly perceived and probably are material conflicts of interest that need to be addressed inside the boardroom.

Kate Corkery So how should boards and directors identify and ultimately manage these conflicts of interest?

Carolyn Campbell It should be a standing agenda item at the front of the board agenda, so that when as a director, when you get your board pack, anything that you see inside of that board pack that may be perceived or material conflict of interest, you raise that at the opening of the meeting. This, of course, goes hand in glove with the fact that you would have a disclosure document that's filled in at the when you're actually inducted and brought onto the board. And any of those as part of your registration and compliance requirements of being a director are already called out in that. But there may be additional things that say it's an agenda item that has a real conflict of interest on just that particular board meeting, it needs to be called out at the top of that. The board can then decide as a group, is it how do they want to deal with that conflict of interest? And if it is that someone's asked to leave the room for that discussion or that decision, then tthat should be minuted and noted. Any any conflicts of interest need to be contained inside the minutes so that there's, again, that transparency down the track. If a decision is made and you are conflicted in that and you weren't part of the decision making, it needs to be well and truly documented that you didn't take any part of that so that you've got that transparency being reported.

Kate Corkery So you've just picked up there on the issue of 'minutes', the accuracy of minutes and why that's so important. Timely board minutes. One of the challenges that we quite often hear is that the board meeting happens, that the minutes have been taken but they're not distributed to directors in a 'timely' fashion or the directors receive them, but they don't review them in a timely fashion. What's your experience in terms of the effectiveness of board minute review in order to ensure accuracy and quality of minutes?

Carolyn Campbell I think the biggest thing for me is, is getting them done quickly and circulated to directors for viewing. And because ultimately again it gets back to that accountability. As a director, you have a responsibility to review those minutes and to provide any corrections or seek any clarity or even provide additional points if you want something that wasn't captured, that you think should have been, you need to put that back to the whole board for discussion.  Directors are usually very busy people. So you need to keep the momentum of that up for that reason, because if it goes for an elongated period of time, then obviously you're relying on memory or your notes, which then need to come back. So again, depending on the meeting cycle, it would be imperative to have minutes out within the week and for people to review those and then for corrections or clarity to be sought by directors in that sort of time frame as well, not leaving it till you perhaps your next board meeting, which might be six weeks away, and then asking, oh, by the way, I really wanted to talk about this and so and again, it can flow through to the agenda item that can be carried forward, if you wanted more information on that as well. I think from a hearing, a CEO hat, it's imperative that you get those minutes out and that they're distributed to the board and any comments are sought because they become your road map. And there's a lot of decisions and actions that need to be enacted usually by your operational staff. So to be able to cut the relevant pieces out of the minutes and provide them as quickly as possible to ensure that those action items or decisions can be enacted as quickly as they need to be.

Kate Corkery And that really links in as you say, to the agenda. So how can a board ensure its agenda is structured to maximise the focus and priorities of the board in the meetings?

Carolyn Campbell For me, the biggest thing about being a director is owning the strategy of the organisation, having the policies to support that and clearly the budget to support that as well. So those three pillars. Therefore the agenda needs to be set in a way that it is strategically orientated to the board for whatever the decision making or discussions that need to happen. And that needs to come forward at the at the front of the meeting so that it's fresh when people start. I respect the fact that directors are the reason their directors usually are they are busy people. So you need to give them that opportunity to have that fresh look at it at the start of the meeting. One of the things I've found is really successful because you also want to provide a whole lot of reports and information to the board, for that reason for their information is that at the back of the agenda, we use a block item type system where we put all the reports and things into that. When the board packs are distributed to the board, they can ask for any of those to come out of the block items and be discussed or further information given. So you sort of providing almost a reference guide with a whole lot of information there, but happy to bring it out into discussion if required otherwise it is provided for that. And I think respectfully, if you can balance the timeframes around that and make sure that the front end of the meeting is to tackle the bigger items and decision making then that's really important too. Often boards meet into the evening. You need to be respectful that people have already perhaps done a day's work in another role so you want to make sure they're clear and have good clarity to make those decisions.

Kate Corkery So we started off talking about board accountability and how that really related to the board doing what it's required to do and what its members expect it to do. What tips can you give for communicating to stakeholders about the organisation's progress and achievements?

Carolyn Campbell This is important because you are representing those members and you're driving the progression of the organisation. So things like interactive presentations if you've got a meeting structure that allows that to happen. To talk about some of the initiatives and how the strategic plans being progressed and what's been what's been able to be undertaken to progress that. Metrics are really important, particularly to match up with the KPIs that are set around the strategic plan. And I think for me, one of the biggest things is also about communicating if there's policy changes as quickly as possible, they may be published on websites, which is where they should be, and links there so they can be kept very current. But if you don't advise people that they've been updated, they're not going to go looking for a new version. So all of that communication is a key part to keeping the information systems flowing of what the board is undertaking and the organisation and how the organisation is growing and progressing through as they tackle their strategic plan and head towards ultimately their goals and vision.

Kate Corkery Thank you, Carolyn, and thank you for joining me on our sports podcast exploring Principles six - the Playbook.

Kate Corkery Thank you for joining me today. If you'd like to access a copy of the Sport Governance Principles, you'll find them on the SportAUS website sportaus.gov.au/governance. If you have any feedback or questions, please email us at sportsgovernance@sportaus.gov.au My name is Kate Corkery and I look forward to you joining me for the next podcast in the Sport Governance Series.