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Governance Bites

Mark Banicevich

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Mark Banicevich interviews a series of experts about governance, including company directors, lawyers, executive managers, and governance consultants. Each interview is on a different topic related to governance, tied to the guest's expertise. He also asks interviews for the best governance advice they've received, or they would give to new directors.
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show series
 
Send us a text In this episode, Mark Banicevich talks to Stephen Upton about how not-for-profit organisations can recruit directors. Stephen outlines the key skills and competencies required for a not-for-profit board. They discuss the process of identifying skills on the board, and skill gaps, and the role of diversity in board composition. They d…
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Send us a text In this episode, Mark Banicevich talks with Martin Snedden about the Sport and Active Place Sector Governance Project that he runs for Sport New Zealand. Martin outlines the project, its inception, some of the sports that are involved, and what the programme entails. Martin shares feedback he's received, his biggest learnings, and th…
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Send us a text In this episode, Mark Banicevich talks to Heather Roy about future directors. Heather defines the topic, outlines the purpose of future director programmes, and shares her experience with future directors. They discuss the target audience for future directors, recruitment, training and mentoring. Mark asks about their legal position …
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Send us a text In this episode, Mark Banicevich asks Steven Moe about purpose and governance. He asks what we mean by "purpose", the role of governance in an organisation, and why purpose is at the heart of governance. They discuss how purpose influences governance and board meanings practically, other tools a board can use to understand and implem…
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Send us a text In this episode, Mark Banicevich talks to Susan Leahy about Robert's Rules of Order. He asks what they are and how they evolved, the benefits of using Robert's Rules, and common misconceptions about them. Susan outlines the seven key types of motion, and how they work. They discussed when they might be adjusted for specific settings,…
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Send us a text In this episode, Mark Banicevich talks to Heather Roy about conflicts of interest. Heather outlines conflicts of interest, and why it is important to address them. They discuss types of conflicts, and a conflicts of interest process. Heather talks about identifying, disclosing and dealing with conflicts of interest, and they discuss …
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Send us a text In this episode, Mark Banicevich talks to Stephen Upton about developing directors in not-for-profit organisations (who are usually on tight budgets). Stephen outlines the key skills and competencies required for a not-for-profit board. They discuss how elected, passionate organisation advocates can be trained in governance, and cont…
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Send us a text In this episode, Mark Banicevich talks with Steven Moe about chairs and boards. Mark asks Steven to outline the typical board member job description, and then how the role of the chair differs. They discuss the amount of extra work involved in being a chair, additional relationships, and whether additional liability exists. They disc…
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Send us a text In this episode, Mark Banicevich talks to Susan Leahy about healthy board meeting dynamics. Mark asks about establishing and maintaining healthy meeting dynamics, and Susan shares some great tips. They discuss the roles of directors and other members in board culture, and strategies for handling disagreements. Mark asks about gaining…
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Send us a text In this episode, Mark Banicevich talks to Heather Roy about board evaluations. Heather outlines what they are, why they should be done, and how they can be performed. They discuss stakerholder involvement, common challenges, and addressing underperformance. Heather also shares the best governance advice she has received. Heather Roy …
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Send us a text In this episode, Mark Banicevich asks Steven Moe about moving and seconding motions in meetings. They discuss the history behind this practice, and introduce Robert's Rules of Order. They talk about the role of seconding, and what happens if a motion is not seconded. They also discuss alternatives to moving and seconding motions. Fin…
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Send us a text In this episode, Mark Banicevich talks to Stephen Upton about incorporated society (not-for-profit) constitutions. They start by discussing the organisation's purpose, how this can proliferate, and keeping it concise. They talk about the components of a constitution, changes required by New Zealand's Incorporated Societies Act 2022, …
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Send us a text In this episode, Mark Banicevich talks to David Burroughs further about directors and officers (D&O) insurance. Mark asks who provides D&O insurance in NZ, policy limits and excesses, and optional features and common fishhooks of which directors should be aware. They also discuss how policies work for businesses operating internation…
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Send us a text In this episode, Mark Banicevich talks to David Burroughs about directors and officers insurance. He outlines what it is, who it covers, and what kinds of events it covers. Mark asks about the types of costs it covers, common exclusions, and how the cover period works (claims made). David outlines run-off cover, and then shares advic…
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Send us a text In this episode, Mark Banicevich talks with Josh Comrie about succession planning for business owners. Josh talks about considerations for family-owned businesses, and closely held companies. They discuss maintaining corporate culture and values while transitioning to new leadership, common challenges in transitioning ownership, and …
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Send us a text In this episode, Mark Banicevich asks Paul Brown about board reporting – specifically about converting data, to knowledge, to wisdom and insight. Paul describes key features of an effective board report, and how data can be summarised into clear and concise insights for board members. Mark asks about the types of questions board memb…
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Send us a text In this episode, Mark Banicevich talks to David Callanan about being a company secretary in a listed company. He asks about what the role of company secretary involves, and how it differs for listed companies and private companies. They also discuss closely held and widely dispersed ownership in private companies. David outlines the …
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Send us a text In this episode, Mark Banicevich speaks with recovering entrepreneur Josh Comrie about managing tension and conflict in the boardroom. He asks how you identify early signs of tension, and how you address them before they escalate. Josh outlines strategies he has found effective for resolving conflicts and maintaining productivity in …
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Send us a text In this episode, Mark Banicevich asks Paul Brown about learning boards. They discuss the role of continuous education in board effectiveness, and how it influences strategic decision-making. Mark asks how a board can foster a culture of continuous learning, common pitfalls to avoid, and strategies a board can employ to ensure directo…
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Send us a text In this episode, Mark Banicevich talks to David Callanan about supervising KiwiSaver schemes and managed funds, which is like a separate layer of governance to the board of directors. David outlines supervision and custody, and how the supervisor interacts with the fund manager's board of directors. They discuss the key issues facing…
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Send us a text In this episode, Mark Banicevich asks Rhiannon McKinnon about the CEO working with the board chair. He asks about this special relationship, and how this differs from executives reporting to the CEO. They discuss the remoteness of the relationship, and the types of decisions and information that are delegated entirely, or reported. R…
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Send us a text In this episode, Mark Banicevich asks Paul Brown about board evaluations. He asks about the process, frequency, and impacts. Paul talks about internal evaluations, and addressing gaps identified during board reviews. Mark also asks what advice Paul would give to a new director. Paul Brown is Managing Director of Boardworks (https://b…
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Send us a text In this episode, Mark Banicevich talks to Dr Peter Crow about governance in developing countries. Peter outlines governance challenges in developing countries, and the impact of factors such as political and regulatory environments, corruption, and weak institutions. He talks about the impact of cultural differences, including the hi…
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Send us a text In this episode, Mark Banicevich talks to David Callanan about Corporate Trustee Services. They discuss how Corporate Trustees interact with Boards of Directors, and the biggest challenges both groups face. David also gives his thoughts on governance in Australia and New Zealand, and shares the best governance advice he's received in…
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Send us a text In this video, Mark Banicevich asks Rhiannon McKinnon about the role of the chief executive, working with the board of directors. He asks about reporting to the board, the challenge of shifting from management to board meetings, and how to discover and alleviate directors' biggest concerns. They also discuss other issues, such as the…
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Send us a text In this episode, Mark Banicevich talks to Dr Peter Crow about ethical dilemmas in governance. Dr Crow outlines the importance of directors' individual values aligning with the entity's values, and they discuss various situtations where the entity's values may conflict when making a decision. Dr Crow refers back to director duties, an…
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Send us a text In this episode, Mark Banicevich asks Simona Turin about boards balancing strategic discusions with discussions about risk and business as usual. They discuss how director liability can incentivise conservativism, and how boards can find a better balance with strategy. Simona also shares some advice with new directors. Simona Turin i…
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Send us a text In this episode, Mark Banicevich asks Glenys Talivai about governance in autonomous Crown Entities in New Zealand. He asks how they differ from government departments, and how governance differs from private sector and for-purpose organisations. Mark asks how board members are appointed, and how they remain independent and autonomous…
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Send us a text In this episode, Mark Banicevich asks Dr Peter Crow about boards in crisis situations. His questions include asking about critical leadership qualities, balancing the needs for quick decisions with thorough analysis, and prioritising issues. He also asks about the board's role in managing relationships, building organisational resili…
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Send us a text In this episode, I talk to Angus Ogilvie about Chartered Secretaries. He outlines what a Chartered Secretary is, and what is involved in becoming one. I ask about the role of the Chartered Secretary, and who could benefit from having one. He outlines the benefits of a Chartered Secretary, and the various ways an entity could engage o…
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Send us a text In this episode, Mark Banicevich asks Simona Turin about working as an executive in one company, while working as a director in others. They discuss advantages and challenges, and Simona shares how she manages the workload. She also shares the best advice she has received as a director. Simona Turin is Chief Executive Officer of Acad…
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Send us a text In this episode, Mark Banicevich asks Dauniika Maclean about board workplans. He asks what they are, and what key elements they contain. He asks how far in advance they are created, who is involved in creating them, and how they are reviewed and adjusted through the year. He also asks what tools or platforms are used to manage and tr…
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Send us a text In this episode, I talk to Angus Ogilvie about board charters. I ask what they are, and their purpose. Angus outlines their contents. I ask about how an entity can write a board charter, who writes it, and how it is implemented. We discuss how they influence board meetings, and how they are used in director induction. We also discuss…
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Send us a text In this episode, Mark Banicevich talks to Shamubeel Eaqub about changing social demographics, and how they could impact a business. He asks how a strong board can prepare for these types of changes, and asks about the demographic trends that are likely to impact New Zealand businesses over the next few decades. They discuss the uncer…
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Send us a text In this episode, Mark Banicevich asks Glenys Talivai about women in governance. He asks about the key barriers and challenges, and how these manifest at different stages of a woman’s career. They discuss how diversity on boards enhances performance. Glenys shares thoughts on how boards can create a culture of inclusivity, and how men…
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Send us a text In this episode, Mark Banicevich asks Dauniika Maclean about artificial intelligence, particularly large language models (LLMs, such as GPTs), in the boardroom. He asks about the risks of their use, and how to mitigate them. He asks about time saving. Mark also asks about board software, and how they are using AI. Dauniika Maclean is…
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Send us a text In this episode, I talk to Angus Ogilvie about the Chartered Governance Institute (CGI) of New Zealand (https://cginz.org/). CGI was established in London in 1891, and in New Zealand in 1937. It is now in 80 countries. Angus introduces CGI, and outlines the benefits of membership. He talks about the annual CGI conference, and the bie…
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Send us a text In this episode, Mark Banicevich talks to Shamubeel Eaqub about directors and their knowledge of the political, social and economic environment. He asks why current knowledge of these factors is important, and about examples of when such knowledge has impacted board decisions. They discuss how directors should keep abreast of these f…
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Send us a text In this episode, Mark Banicevich asks Dauniika Maclean about recruiting a board secretary. He asks about the skills and competencies required, and necessary knowledge and experience. They discuss communication skills, interpersonal skills and technological proficiency. Dauniika outlines professional development for board secretaries,…
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Send us a text In this interview, Mark Banicevich asks Richard Coon about the agreements and key terms that form part of angel investment arrangements. Richard outlines the term sheet, its purpose, and its contents. He talks about other documents, such as the company constitution, shareholder agreement, and founder agreement. Mark asks about when a…
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Send us a text In this episode, Mark Banicevich talks to Shamubeel Eaqub about the value of an economist on the board. He asks about what an economist brings to a board that differs from lawyers and accountants, and what timeframes he considers in the boardroom. Mark asks about divergent thinking, and any similarities among divergent thinkers he ha…
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Send us a text In this episode, Mark Banicevich asks Dauniika Maclean about board minutes. They discuss minutes templates and meeting preparation, legal requirements, content of board minutes, and the process for creating and approving board minutes. Mark also asks Dauniika about the best governance advice she's received. Dauniika Maclean is a prof…
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Send us a text In this episode, Mark Banicevich asks Craig Mulholland about board tenure and avoiding stagnation. Mark starts by asking how the board can ensure a balance between continuity and fresh perspectives, particularly regarding director tenure. They discuss the benefits and drawbacks of limiting board tenure. Craig also shares some great t…
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Send us a text In this video, Mark Banicevich asks Richard Coon about angel investing. This conversation will help directors of startup or early-stage businesses. Mark asks about pitch decks, business valuations, monitoring performance, and how involved angel investors may get in the business. Mark also asks the best advice Richard received as a di…
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Send us a text In this video, Mark Banicevich asks Fiona Whyte about the difference between online and in-person board meetings. They discuss the advantages and disadvantages of each format, whether the decision-making process differs, which format is more efficient, and which is more effective. They discuss tools that enable online meetings, and h…
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Send us a text In this episode, Mark Banicevich asks Craig Mulholland about the board holding management to account. Holding management to account is one of the four pillars of good governance promoted by the NZ Institute of Directors. Mark asks what this means, what types of information the board needs to hold management to account, and what tools…
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Send us a text In this episode, Mark Banicevich talks to Peter Kenny about leveraging the regulations and guidance from other jurisdictions. New Zealand regulation in many industries is very principles-based. Are there benefits to researching the regulations and guidance of regulators in other jurisdictions? Peter and Mark particularly discuss fina…
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Send us a text In this video, Mark Banicevich asks Fiona Whyte about environmental, social and governance (ESG) in the boardroom. He asks what ESG is, why it is important, and why it is relevant in the boardroom. He also asks how an effective board oversees its entity’s ESG behaviours, and how it assesses and manages ESG-related risks. Mark also as…
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Send us a text In this episode, Mark Banicevich asks Craig Mulholland about board papers. He asks about the number of agenda items in board meetings, the size of board packs, and the length of board papers. They discuss how far in advance board papers should be available to directors, and what is usually covered in a board paper. Craig also shares …
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Send us a text In this episode, Mark Banicevich talks to Peter Kenny about delegations of authority. He asks what they are, what sorts of powers are delegated, and what sorts of powers cannot be delegated. They discuss processes to assess and manage risk associated with delegations of authority, and how an organisation ensures accountability and ov…
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