Frequently Asked Questions

The cost is dependent upon the depth of the review and the tools which are utilised. Once we have discussed the scope of your review we can provide you with a cost.

We take a bespoke approach to each review we conduct. This is designed to ensure we meet the specific needs of your organisation. This means that we adapt our process to include an appropriate level of discovery. Once we have agreed the depth of the review we can cost it appropriately.

It may take as little as 4 weeks up to 8 weeks. This will depend on the level of discovery conducted in your review.

We recommend the inclusion of management, who have a meaningful engagement with the board, as the alignment or gaps in perceived performance across the Board, within the Senior Management group and between the Board and Management is valuable in the assessment.

We can also conduct a focus group with your management team to further interrogate the issues and implications of the information collected in the survey process.

Yes, we have significant experience with a range of Not-For-Profit organisations. The cost will be dependent on the scope of the project.

Thoughtpost has a range of programs to help manage changing circumstances over the life-cycle of the Board.

Board Renewal.

Boards are dynamic, in a constant state of ebb and flow. This program may include a Current Capability Review, Gap analysis, Succession Planning for Directors, Succession Planning for Chair, CEO recruitment or contract renewal.

Board Performance Enhancement.

Given the Board is subject to constant change – sector environment, management, strategy, regulation, social behaviour, competitive challenge – it is important to ensure that it is always “fit for purpose”.

This may include performance reviews of the Chair, Directors, and Committees. It could also include a Governance Review, Committee Structure Assessment, analysis of systems, processes, frameworks and supporting documents to ensure all stakeholders are aligned on all issues.

A bespoke program may also include knowledge and skills training.

Board Strategy Development.

This involves developing and aligning strategy with the purpose of the organisation. It will include stakeholders in forging strategy, securing buy-in and producing a practical implementation plan. The degree of change will be driven by circumstance, but the desired outcome will be a deep commitment to developing organisational culture and delivering the Strategic Plan.

Board Alignment with ESG principals.

ESG factors can have a significant impact on an organization’s long-term financial performance. The Board is responsible for ensuring that their organisation is managing these risks and opportunities effectively. Rather than being “bolted on” they are built into the governance fabric of the board. ESG factors vary depending on the sector and life stage of the organisation.

We will assist you in developing an ESG policy and governance process that is entirely relevant to your organisation in the current environment.

The Thoughtpost 3D Board Review will discover how the board is currently performing across the 20 key aspects known to impact Board behaviour. Our model, the Four Functions of Directorship, provides the framework for the review.

Our 3-dimensional analysis involves stakeholders completing a 24-question digital survey covering best practice as defined by the Four Functions of Directorship in the context of the Purpose of the organisation.

What we are looking for are absolute scores on each factor and alignment between members of the board, and between the Board and Management.

We will conduct interviews with your Board Chair & CEO to explore apparent issues and the implications that flow from them. We can also conduct additional interviews with directors and other key stakeholders.

We will prepare a Performance Review Report which also details qualitative stakeholder commentary on an unattributed basis. By combining performance and alignment data we are able to indicate where the organisation is at and what it may need to do to improve performance.

We will conduct a debrief with the Board at which point the Board will have full confidence that it knows and understands how the Board is currently performing, what is working and what is not.

The overall intent to improve board performance will be enhanced by improving the performance of individual directors and having them work better together to multiply the power of the board.

A Director Performance Review program focuses on individual performance by way of self-assessment and input from all other Directors.

The process is robust, assessing individual performance from quantitative and qualitative perspectives over an extended period to improve performance and bridge individual and collective capability gaps.

We require a minimum of four participants to ensure that we can provide meaningful data and protect the anonymity of participants.

When management is included we require a minimum of three to provide separate scores for management responses, otherwise to protect anonymity we aggregate those scores with director scoring of the questions.

Yes, all information is reported anonymously. Any comments will be non-attributable in any report we produce.

Thoughtpost’s survey is driven by our Four Functions of Directorship Model (where we assess the key functions of the Board – Decision Making, Performance, Monitoring and Advising).

Our review uses the Four Functions of Directorship model and therefore we always use our Thoughtpost developed survey. We do offer limited customisation in some circumstances.

When conducting a subsequent review with Thoughtpost, the performance benchmarks recorded in the previous review are utilised as the basis of delivering continuous improvement which can be monitored over time. This is why we use the same survey and it is fundamental to our process.

Yes we do. A review of the Chair’s performance can be undertaken in conjunction with a board review or can be completed as a stand-alone process.

The review would explore director’s expectations of the chair’s role within the board.

The process is very similar to a board review and is as follows.

1. The directors and the CEO complete a confidential chair performance online survey.
2. Preparing and delivering a Chair Performance Report which provides both quantitative and qualitative data, including unattributed commentary.
3. Providing a briefing to the Chair on the report and the opportunities for development.

No, we do not. There are several reasons for this.

1. Benchmarking is generally based on quantitative measures which do not provide insight into the qualitative.
2. The data comes from board reviews that are usually self-assessments and the objectivity of those assessments can vary widely depending on the maturity of boards and directors.
3. They do not consider the qualitative context e.g. life stage of the organisation, the board and the board-management relationship, external context, regulatory environment etc.
4. Most benchmarking of any meaningful sample size is usually across many sectors/industries. Depending on the sample cohort they may not be relevant to a specific client e.g. if their cohort is ASX listed and the client is a public entity, NFP or subsidiary.

Thoughtpost uses deep AI-analysis to uncover insights that can significantly impact decision-making to assist the Board realise the full potential of the organisation.

We do this using a proprietary closed-loop AI system called Impactrack.

The system is based on the Thoughtpost four functions of directorship model and data provided through client surveys, interviews and internal documents.

Reports are based on the Thoughtpost protocols that have been developed over 25 years of governance consulting.

In all instances, and at all steps in the process there is a “human in the loop”. All analysis, reporting and advice is developed and signed off by a Principal of the firm, all of whom are specialists in the field.

Good boards deliver accountability, improved decision making, organisational longevity and stakeholder confidence. These are delivered through board characteristics such as independent thought, diversity of perspective, long term thinking, ethical and purpose driven mindsets, broad experience and networks and self-reflection and innovation.

KPIs should be dependent on the needs of the organisation at any given time, with reference to purpose and strategy. Metrics may include things such as overall performance of the CEO and company; timeliness and effectiveness of decision making; extend of skills match of the board to the organisational need and context; stakeholder perception levels.

The danger in KPI setting is a focus on activity metrics rather than outcome metrics (though the latter are harder to frame and measure).

In general terms the role of the board is to set purpose-aligned strategy, risk appetite and cultural parameters that deliver on strategy, appoint and monitor the performance of the CEO (and organisation) and develop the board’s own systems and capabilities.

The role will vary depending on the type and life-stage of an organisation. Highly regulated, concentrated industries such as financial services may require the board to have a stronger performance monitoring (especially risk management) role.

A board of a start-up or small not-for-profit organisation is more likely to have an active role in the organisation and assisting management.

The board’s role in strategy sits on a continuum from hands off to hands on, depending on factors such as depth and breadth of management competency, life cycle (e.g. start-ups, turnarounds and crises usually needing more involvement), degree of change in the sector and board capability. In every instance strategy needs to be fully owned by both board and management.

A “hands off” approach may see the board simply reviewing and approving. A step up is to actively challenge, especially assumptions and possible scenarios in a changing world; the board may also challenge the level of ambition (too low or too high) and the breath (keeping the firm focused rather than diffusing effort and resources). The board may co-create the strategy with management, building a strong link to purpose and setting high level strategies.

In some cases the board may set the strategy itself due to a crisis or lack of management depth or breadth.

Boards can have three possible roles in organisational culture: set, shape and model. While the CEO and management do the heavy lifting in setting culture there is a role for the board at a minimum to ensure that the culture aligns with the purpose, strategy and risk appetite.

In crisis and turnaround situations the board may have to reset culture (sometimes also requiring new senior leadership). Shaping is the core work of the board though monitoring and signalling around culture.

Very important are the signals the board collectively and directors individually send through their role modelling of the culture. Disparity or hypocrisy from the board can have a significant impact.

At any given time the wider board community will be focused on certain issues. Sometimes these appear to be fads, but often they are systemic strategic and risk issues related to the success and sustainability of the firm.

Currently artificial intelligence, cyber security and geopolitical (and possible market) instability are core concerns. The board needs to be careful not to see these as needing added layers of governance.

A sound governance system should be able to accommodate all issues (essentially they are either an opportunity or a risk or more often both). Board committees, if well constituted should be able to address these issues, along with occasional working groups.

This is also where external expertise can be brought in to assist. While the board needs the capability to understand these issues it does not mean that every new issue requires getting a specialist director onto the board.

There is no ideal board size for all boards, it depends entirely on the circumstances. In general terms you are trying to balance diversity and functionality.

Boards that are too small lack breath of experience and thinking (that can create risk around poor decision making), overly large boards can become unwieldily, slow and even factionalised. A sweet spot of balance is often seen as between five and nine directors, but that is only a general guide.

Setting terms for directors are vital as it provides a decision point for both the directors themselves and the board to consider if they continue to add value in the current context (these can be set in board policy even if not set in the constitution).

Some ways to prevent and address a difficult board member:

• Set expectations up front in a job description that includes a code of conduct that gives examples of behaviour.
• Recruit for character as well as skills and experience.
• Work hard on early integration into the team through strong induction, allocating a peer buddy for the first year, regular check-ins with the chair.
• Where possible provide feedback outside board meetings but do call out egregious behaviour at the moment it occurs.
• Seek to understand drivers of behaviour.
• Consider what role the board has played e.g. not being open to or shutting down alternative views.
• Chair and/or external mentoring of director.
• Director performance reviews by an external provider.
• Worst case is for the chair to ask a director to resign (with board agreement).

The chair is the servant of the board and the board needs to own the appointment and any poor performance.

Clear expectations in a job description and code of conduct are vital, including leadership style expectations (these should suite the current organisation context).

Enshrine a chair performance review process, such as a mix of peer and external review. Ensure there is a designated director to manage (on behalf of the board) performance issues e.g. a deputy chair, nominations and remuneration committee chair, lead director.

Utilise directors and management that the chair respects as pathways to provide feedback.

Worst case scenario involves the board resolving to remove the chair (or seek their resignation if they do not have the power to do so).

Set clear expectations (leadership style and outcomes) of the CEO and review these regularly. Monitor and provide regular feedback on performance e.g. quarterly review of KPIs, annual review of leadership expectations.

The chair should meet regularly with the CEO to align expectations and provide ongoing feedback.

The chair may need to have direct conversations with the CEO about their behaviour, including seeking to understand its drivers. The board should reflect on the extent to which they may be contributing, for example “gotcha” behaviour.

Consider external mentors, especially for a first time CEO or a CEO dealing with a new situation (e.g. a CEO’s first merger or acquisition) and CEO peer mentoring groups where other CEOs provide modelling.

Worst case scenario is termination of the CEO (depending on contractual obligations). This must be agreed by the board collectively and all associated risks and contingencies explored.

What to look out for:

• An ongoing pattern of declining or plateauing firm performance.
• Enduring poor employee culture and, or customer (stakeholder) sentiment.
• Marked change in CEO language and behaviour, including as it relates to the board.
• Enduring signs of stress, reduced productivity or mental acuity.
• Expressed desire for change or lack of satisfaction in the role.
• Deteriorating relationships (and sentiment) in the senior leadership team.

A board should always have a:

• CEO succession plan in place (both for emergency situations and for CEO change).
• Chair regularly discussing with the CEO about alignment to the firm objectives and expectations and flagging where changes are emerging.
• Regular conversation about the CEO’s own intentions and long term aims (especially for longer serving CEOs).
• Regular conversation within the board (as part of CEO performance assessment) as to alignment and CEO succession.

Review the board annually including the role of chair and committees.

This may be done internally, but it is considered good practice to use an external reviewer at least once every three years.

Individual director assessment should be conducted at least once each term of a director but no less than once every three years.

Potentially a “deep dive” once every 2 to 3 years of the chair’s performance can be helpful.

Likewise a deep dive into committees, can be useful about every three years or where something seems not to be working or circumstances have significantly changed in the board’s workload.

A model for governance effectiveness should be used (e.g. the Thoughtpost Four Functions of Directorship) to evaluate performance, not just some list of intuitively good questions or a list of best practice.

In Decision Making AI can analyse large data sets scan the strategic environment, identify opportunities, and interrogate business cases and gain a deeper understanding of people and culture.

In Monitoring AI can augment the board’s monitoring function, enhancing audit, risk assessment, and compliance oversight, identify emerging risks and compliance changes.

In Performance of the board AI can help prepare board papers within agreed parameters, making them more interactive, undertake Board evaluation, review director remuneration, and assist director search.

AI can’t replace the advice of experienced directors. Owners and regulators likely want humans in the loop for accountability.

AI raises security, integrity, model training, bias management, and director skill development issues. Limiting board access to data and AI tools undermines benefits.

Payment of NFP directors, while a minority, is a growing trend. Firstly determine the purpose for remuneration.

Reasons can include to attract a certain calibre of director, to attract people with “lived experience” who may not be able to take on a board role without compensation, to acknowledge the duties, risk and work involved in the role and to be able to set high expectations for director performance.

Consider what external stakeholder perception such as members, funding bodies or donors and consult as necessary.

If proceeding establish a director remuneration policy and importantly establish an appropriate object benchmark for payment (such as a regular remuneration benchmark report).

In many cases legal advice and a change in the constitution will be required. Review remuneration regularly. This is often a role for a board committee such as the governance or remuneration and nominations committee.

There is no such thing as a volunteer director, only an unpaid one. The duties, risks and work expectations are largely the same whether a director is paid or not.

A person should only take on an unpaid director role if they are committed to giving it the same level of effort as if the role was paid. There are plenty of people willing to do this, although they may at time take a bit of time to find them.

Be upfront about expectations and do not be influenced by the claim of “I’m just a volunteer”. Expectations should be documented, communicated during recruitment and assessed through a regular director performance process.

The board chair will have a role in ongoing performance management and development of directors. Good succession planning should guard against directors who are not longer able to give the required focus to the role.

Not for profit boards can be very fulfilling roles when you are strongly align to the purpose of the organisation. They can be a good entry point into directorship, building networks and skills. They can provide leadership opportunities (such as committee and board chairing) earlier in ones directorship career.

The risks are the same as that for any board where you have fiduciary duties, including potentially being personally liable for debts if insolvent. They can have the same brand risks as other entities too if caught up in a crisis or controversy.

They can take up a lot of time and energy and distract from other important activities. There is the danger that you are pigeon holed as a “NFP” director.

Governance requirements of prudentially regulated entities (such as banks, insurers, investment companies and superannuation funds) are the highest of all incorporated entities in Australia.

They include provisions for capital adequacy, financial stress testings, board composition and board performance review. In addition, the Australia Prudential Regulatory Authority (APRA) is arguably the most active of entity regulators and may provide specific directions (formal and informal) as to desired practice.

It is important for prudentially regulated entity boards to have a comprehensive program of compliance and suitable internal capability and capacity to manage these requirements.

However, it is also vital to remind themselves of the fundamental fiduciary duties of acting in the best interests of the entity and ensuring that strategic thinking and focus on the customer remains top of mind and not overshadowed by regulatory monitoring and compliance.

Renowned public sector governance expert Tony Nippard says government boards work within “constrained autonomy”.

Governments set up separate entities outside departmental structures for reasons of risk management, capability uplift, stakeholder legitimacy, alternative mindsets or operational effectiveness.

However, the entities remain part of government and in most cases are able to be controlled by government, primarily through legislation, and regulation, ministerial directions, close departmental supervision and board appointments.

Boards must walk the challenging line of constrained autonomy by ensuring that the independence is sufficiently maintain to realise the benefits of separation, while working within the policy and regulatory parameters of government.

This often means that certain types of directors are more suited to this role than others.