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Governance Institute of Australia: The future of the governance professional | Page A
The future of
the governance
professional19
August2019
Page B
Letter from the CEO 1
Research process									 2
Research participants									 4
Executive summary									 5
Looking towards 2025						 	 5
Changes to the role of the governance professional					 6
What the experts say									 8
Theme 1. Complexity	 							 	 10
A more complex boardroom environment					 10
Managing multiple challenging stakeholders				 10
Defining culture for 2025							 11
Theme 2. Regulatory change now top of the agenda						 12
Theme 3. The impact of technology disruption	 14
Curating the growth in data 								 16
Remuneration growth expected for governance professionals					 17
Building your skill set to tackle the challenges of 2025					 18
Top 10 soft skills to manage information							 19
How Governance Institute can help you							 20
Acknowledgments 21
AbouttheGovernanceInstituteofAustralia
Contents
With a membership of over 7,500 company secretaries, governance
leaders and risk managers from some of Australia’s largest organisations,
Governance Institute of Australia is the only fully independent professional
association with a sole focus on governance excellence. For 110 years,
our education, research, advocacy, and support networks have provided
cutting edge governance and risk management advice to Australian
business leaders from all walks of life. We celebrate Australia’s successes,
and challenge it to be even better.
Governance Institute of Australia 2019
Governance Institute of Australia: The future of the governance professional | Page 1
The future of the governance professional is
right here and now. The world of the governance
professional is changing faster than ever before.
Boards are increasingly under the microscope
from regulators, investors, proxy advisers, staff,
customers and activists. Social media also gives
every stakeholder a voice.
This scrutiny escalated following the Royal
Commission into Misconduct in the Banking,
Superannuation and Financial Services Industry
and the lessons learned have relevance to all
Australian organisations, not only banks and
insurers.
The pressures of operating in the face of growing
complexity and uncertainty are being felt across
Australia’s boardrooms, raising the importance
of governance professionals’ input and
strengthening their valued ‘trusted adviser’ status
within every organisation.
This report attempts to understand why
governance professionals’ roles are shifting,
what future skills they require, and the resources
and support they will need from their executive
leaders. As Australia’s largest dedicated
governance association, we too will use this
research to support our members with the
most relevant and up-to-date professional
development, courses, events, networks
and resources.
The future is hard to predict. I hope this report will
fuel further debate on what the future will look
like, how governance professionals can future-
proof themselves and ensure they continue
adding value to the board and their organisation.
Megan Motto
Chief Executive Officer
Governance Institute of Australia
LetterfromtheCEO
Governance Institute of Australia would like to thank all research
participants for their time and insights. A special thank you to our
sponsors Diligent and LexisNexis for helping support this invaluable
research.
Page 2
Step 1:
In May 2019, we conducted initial interviews with eleven
carefully selected senior governance professionals to
gain an understanding of the key governance issues they
are likely to face leading up to 2025. Those interviewed
included senior company secretaries, non-executive
directors and C-suite leaders from some of Australia’s
largest organisations, including Australia Post,
Macquarie Group, Lendlease, Cuscal and Rubicor Group.
Step 2:
Their valuable insights helped inform the questions for
the online survey we conducted in May to discuss trends
across the rest of the Australian governance community.
It drew 285 respondents, 41 per cent of whom described
themselves as senior governance or risk management
professionals. Almost 60 per cent were members of
Governance Institute of Australia. Respondents were
employed in all sectors of the economy with the largest
group (23.2 per cent) working in financial and insurance
services.
In the graphs in this report, the percentages have been
rounded up or down to the nearest number
Step 3:
The results of the first two exercises were analysed and
a host of themes identified. These were then discussed
in detail at a roundtable in Sydney on 28 May 2019,
attended by a further group of ten governance experts,
including lawyers, non-executive directors, consultants
and C-suite executive
Researchprocess
Our research process consisted of three steps. We collated valuable insights from each of the three
steps to find common and likely themes.
Governance Institute of Australia: The future of the governance professional | Page 3
SA
5%
NT
0%
ACT
2%TAS
2%
Overseas
8%
WA
9%
VIC
31%
QLD
13%
NSW
30%
Financial and
Insurance
Services
23%
Administrative
and Support
Services
4%
Health Care and
Social Assistance
16%
Transport, Postal
and Warehousing
4%
Education and
Training
12%
Other
9%
Electricity, Gas,
Water, Waste
Services
3%
Professional,
Scientific,
Technical
Services
9%
Manufacturing
2%
$10bn-$50bn
4%
$1bn-$10bn
8%
$100m-$500m
18%
$500-$1bn
7%
$1m-$100m
42%
$50bn+
4%
$1M
17%
Public Administration
and Safety
10%
Arts and Recreation
Services
3%
Mining
5%
Senior governance
or risk management
professional
41%
Early career governance or
risk management professional
20%
CEO or C-suite
executive
17%
Governance or
risk management
consultant
11%
Non-executive
director
7%
Retired
4%
Snapshots about online survey participants
Where would you consider yourself
in your career?
What state are you based in?
What industry sector does your organisation
operate in?
What is your organisation’s
annual revenue? ($AUD)
Page 4
Researchparticipants
Governance Institute would like to thank the governance and risk management professionals for their
assistance and engagement in the online survey.
We would also like to thank the following individuals who generously gave their time and insights during
the interview and roundtable processes.
Interview
Nathan Bartrop FGIA
NSW State Council member, Governance
Institute of Australia
Lisa Coletta AGIA
Founder, GovernanceCollective
Gillian Coutts
Partner, Potential Project (Australia)
and Director, Uniting
Professor Bob Garratt
International governance expert;
University of Stellenbosch and Cass Business
School, London University
Paul Lahiff
Chair of Cuscal and Non-executive Director,
AUB Holdings, NESS Super, Australian Retail
Credit Association and Sezzle
Simon Pordage FGIA
Company Secretary, ANZ
Wendy Lee FGIA
Company Secretary, Lend Lease
Dennis Leong FGIA
Company Secretary, Macquarie Group
Megan Motto FGIA
CEO, Governance Institute of Australia.
Dottie Schindlinger
Author and Vice President, Thought Leadership,
Diligent
Deidre Willmott
Non-executive Director — Australia Post,
Kimberley Foundation Australia, Perth USAsia
Centre; and Chair, St Hilda’s Anglican School
for Girls.
Roundtable
Yvonne Butler FGIA
Managing Director, The Information Source
Leah Fricke FGIA
Non-executive, Columbus Capital, OnePath
Funds Management Director and Litigation
Lending Services
Avryl Lattin
Partner, Clyde  Co
Sally Linwood AGIA
Senior Policy Adviser, Australian Institute of
Company Directors
Matt McGirr GIA(Affiliated)
Solicitor, Herbert Smith Freehills
Taryn Morton FGIA
Former company secretary, Commonwealth Bank
of Australia and Qantas
Megan Motto FGIA
CEO, Governance Institute of Australia
Lyn Nicholson FGIA
General Counsel, Holding Redlich
Peter Smiles FGIA
Deputy Company Secretary and Senior Manager
— Legal, Risk and Safety, QBE Insurance Group
Leanne Wrightson AGIA
Governance and Compliance Coordinator, People
with Disability Australia
Governance Institute of Australia: The future of the governance professional | Page 5
Vital
Very important
Neutral
Executivesummary
Lookingtowards2025
The governance professional of the future
will have to deal with a different regulatory
framework, greater complexity and technology
shifts, each occurring at an increasingly
rapid rate. Over 83 per cent of governance
professionals expect their roles to change by
2025.
Three key themes emerged consistently from the
interviews, survey and roundtable.
The leading theme nominated by governance
professionals is the increased complexity of many
organisations, this relates to internal operations
as well as the influence of shareholders and other
external stakeholders
The second force for change is the amount of
regulatory change and reporting to third parties
on non-financial metrics — such as diversity,
sustainability and culture. While largely due to
the banking royal commission fallout, the effects
go beyond the financial sector and flow into all
Australian organisations.
Third, and not surprisingly, is technological
disruption due to the use of new technology and
its effects on the workforce, and also because
the rate of change and implementation of these
technologies is accelerating.
Combining various insights from the interviews,
survey and roundtable paints an interesting
picture of what the future may look like for
governance professionals by 2025.
What will be driving governance
changes in the future?
Com
plexity of business environm
ent
Regulatory changes
Technological disruption
Investor/stakeholder relations
Econom
y issues
Political uncertainty
Environm
ental risk
Somewhat important
Not important
31%
48% 49% 49%
43%
43%
36% 38%
31% 26%
20%
12% 16% 16%
15% 13% 17%
25% 36%
37% 33%
4%
2% 2% 1%
5% 7%
8%
5%
6%
3%
8%
3%
6%
6%
Page 6
Directors may need to limit the number of board
appointments they accept as the role becomes
more complex and demanding of their time.
There may be a stronger focus on board renewal
and the maximum tenure of board members.
That could open up boardroom seats and make
space for increased levels of boardroom diversity,
especially for non-traditional candidates from
outside the C-suite.
The growing complexity and rising number of
issues that boards will have to deal with may
result in more deliberations being handled by
sub-committees.
There won’t be more board sub-committees, but
some traditional committees will be beefed up
to better align culture and risk — for example,
remuneration in the context of culture. Sub-
committee meetings may become longer or be
held more frequently.
There will be more Millennials on boards and they
are likely to place greater emphasis on ethics and
social good than on ensuring risk systems and
structures are in place. They will also potentially
be less rigid in their understanding and style and
keener to push the envelope.
The governance world will grow. Super funds
are already having to lift the bar on their
governance, but by 2025, more not-for-profits
and organisations managing large pools of
money will be required to do the same. More
small to medium-sized entities will also embrace
governance as they become aware of its many
benefits and as they grow in size.
Scrutiny of both director and executive pay is
likely to rise. Governance professionals may
have to lend their legal expertise to help simplify
long-term and short-term incentive plans, which
are becoming more complex and may not be
achieving what they are meant to.
The role of the company secretary could
increasingly be separated from other roles such
as CFO and general counsel.
In addition to the CEO and CFO, company
secretaries will also have stronger relationships
with the chief risk officer, chief technology officer
and chief human resources officer.
Respondents even noted that in the future
company secretaries may also be asked to sit on
the boards of other organisations to gain different
perspectives to support their internal roles.
At a glance, the list of changes may seem
overwhelming, but many of the challenges
organisations face over the next five years are
direct opportunities for governance professionals
to take the lead as a trusted adviser.
Changestotheroleofthe
governanceprofessional
Governance Institute of Australia: The future of the governance professional | Page 7
Not prepared
12%
I am very prepared
9%
How well prepared do you feel future
generations of governance professionals
will be to face these challenges?
How well prepared are you to face the
governance challenges of 2025?
Very well prepared
4%
I am not prepared
9%
Well prepared
20%
Neutral
28%
Neutral
18%
I am well prepared
21%
Somewhat prepared
46%
Some preparation
33%
Top ways the company secretary’s
role is likely to evolve
From ‘secretary’ to ‘trusted adviser’ to the board
From minute-taker to thought leader
From servant of the board to ‘conscience’ or ‘moral
compass’ guiding the board
From simply collating and supplying information, to
becoming curator, analyser and adviser on that data
and pointing to where to find more
From supplying answers to stimulating wider
thinking by proactively raising the right questions
From being process-based to being
principles-based.
Page 8
Whattheexpertssay
Working with the chair, company secretaries will
help develop a healthy board which, in turn, will help
develop a healthy organisation. Their role will move
from just “legalistic paper pushers” to a much more
developmental role. Company secretaries will need to
ensure they understand the level of maturity of both
the board and of each director and have a budget
from the chairman to work with directors to develop
whatever skills are necessary.
Professor Bob Garratt
International governance expert
Going forward we need company secretaries
who are integrators. They may not have a domain
specialism… We are almost talking about the role of
a project manager to bring together all those things
the organisation needs to achieve. Governance
professionals’ skills sets have to allow them to see
how everything fits together. A lot of boards don’t
know-how. Things can be quite siloed or myopic, but
we need people who can look at the whole.’
Yvonne Butler FGIA
Managing Director
The Information Source
I think the trend will be that directors sit on fewer
boards. That doesn’t mean playing more golf. It
means spending more time thinking about the
businesses of the boards on which you sit.
Company Secretary FGIA
ASX50 company
Governance Institute of Australia: The future of the governance professional | Page 9
Organisations will need to be more collaborative and
less competitive. For example, even though banks
will be competing with each other, they will still have
common interests in terms of delivering banking
products to their customers. Technology will also play
a large role in this.
Nathan Bartrop FGIA
NSW State Council Member
Governance Institute of Australia
Social media channels now give 24/7 unfiltered
stakeholder feedback… Every stakeholder with
an interest in any company now has a platform
to amplify their voice — by making comments on
social media or voting with their feet (as we saw
with workers at Microsoft and Amazon who said
they would refuse to work on a defence contract).
Whatever you call it, the evolving position is
that more stakeholders are asking for more
responsiveness.
Lyn Nicholson FGIA
General Counsel
Holding Redlich
Boards of the future will have to think more about
what it means to be best practice in governance. The
benchmark continually changes. There will be new
standards set. For example, ten years ago, people
may have raised their eyebrows at a 30 per cent
diversity target. Now it’s normal. A while ago, boards
looked to have one technology-savvy director. Now
the whole board must be digitally literate.
Company Secretary FGIA
ASX50 company
Page 10
Theme1:Complexity
The pool of stakeholders that boards will have to
consider when making decisions is expected to
grow and may include groups that can influence
government policy.
Customers continue to be an ever-growing focus —
the key message from the banking royal commission
was that organisations need to foster a culture that
prioritises customers over profits.
Future of the governance professional participants
repeatedly noted that investors and proxy advisers
are likely to boost their scrutiny of director
appointments from now on. They saw shareholder
activism growing, and large industry super funds
continuing to flex their muscles on issues they
viewed as important.
They also expect greater stakeholder demands for information on policies related to areas such as
climate change, remuneration, diversity, conduct and culture.
A key recurring theme was social media — it gives every stakeholder a voice, for better or for worse,
and these risks need to be proactively overseen as part of a brand and reputational risk
management framework.
The complexity of boardroom decision-making
is expected to rise. This will increasingly be true
for smaller businesses too as technology makes
it easier for them to scale across markets and
borders.
‘The boundaries of what areas of boards are
accountable for will blur as complexity increases.
For example, environmental impacts or unintended
consequences from operating activities. It is
challenging to govern and to be accountable for
things you can’t control. And these impacts will
be more in the public eye,’ said Gillian Coutts, a
consultant and non-executive director.
Indeed, 79.5 per cent of our online respondents
believed increasing complexity would play a vital
or important part in changing the governance
professional’s role.
Managingmultiplechallenging
stakeholders
Amorecomplexboardroomenvironment
Governance Institute of Australia: The future of the governance professional | Page 11
Following the banking royal commission, a lot more
scrutiny is expected to be placed on how a board
measures and influences organisational culture.
The fourth edition of ASX Corporate Governance
Council’s Corporate Governance Principles
and Recommendations (Principles and
Recommendations), released in February 2019,
also highlights the importance of establishing a
corporate culture of behaving lawfully, ethically and
responsibly across the organisation.
‘Culture is the fundamental decider around how
effective your governance environments are,’ said
Lisa Coletta, consultant. ‘You can write as many
policies and documents as you like. You can push
and push process, but if it’s not assimilating with
the culture you have and the culture the board
wants, the business will be pulled in lots of different
directions.’
Boards are likely to put more effort into determining what a good company culture looks like for their
particular organisation and ensuring that it is instilled. They will have to walk the talk. The company
secretary is expected to play an important role in all of this and may even become the ‘conscience’ of the
board or its ‘chief ethical adviser’.
Given how the governance professional is dealing more
and more with systems and processes and how these
overlay across very complex organisations, perhaps we
should be attracting disciplines like engineering to help us
understand systems-based problems, and not only lawyers or
accountants.
Matt McGirr GIA(Affiliated)
Solicitor
Herbert Smith Freehills
Definingculturefor2025
Page 12
Implementing regulatory reform is top of mind
among governance professionals: Of those
surveyed, 80 per cent saw it as the most
important challenge they face today or as very
important. Overall, increased regulatory oversight
emerged as one of the key themes, cited as a
major challenge by participants in all three parts
of our research.
These findings are reinforced by close to 500
Australian risk managers and governance leaders
who participated in Governance Institute’s 2019
Risk Management Survey.
They rated regulatory reform or legislative change
as their top risk both right now, across the next
12 months and the next three to five years.
Again, this was almost unanimous across all
respondents, regardless of industry, organisation
size and job title.
Few participants in our research believed the
regulatory pendulum will have swung back
by 2025.
Deidre Willmott, a non-executive director at
Australia Post, noted: ‘Once a regulation is there,
it is very hard to get it taken away. In some
instances, people are themselves benefiting from
it and politicians don’t want to be in a position
where they have to explain why banks or other
large corporates should be subject to less
regulation than before.
‘We are in the age of the regulator. Compliance
is going to be a major issue for boards.
Relationships with regulators, I think, is
yesteryear’s thinking. It’s going to be about how
you demonstrate compliance and respond
to regulators’, she continued.
‘The community doesn’t trust institutions
anymore and it doesn’t want regulators to deal
amicably with them. We saw that through the
banking royal commission. It wants to see public
revelations when people fail to comply and, in
some instances, it wants people brought to the
courts and punished.
‘Boards will need the company secretary to
identify how and where a failure of compliance is
going to be an issue for the board and company’,
said Ms Willmot.
Listed companies now have more obligations
around ASX reporting and continuous disclosure
due to the new reporting requirements
under the fourth edition of the Principles and
Recommendations.
In addition, the Banking Executive Accountability
Regime (BEAR), which establishes accountability
obligations for authorised deposit-taking
institutions and their senior executives and
directors, is expected to have an impact with
many saying it could be extended to other sectors
of the economy.
‘Being accountable encourages you to be good
at it,’ said Leah Fricke FGIA, a non-executive on
several boards, at our roundtable
Theme2:Regulatory
changenowtopof
theagenda
Useful resources from
Governance Institute
Governance Institute Risk Management
Survey 2019
Insights: Governance issues arising from the
banking royal commission: Part 1 and 2
Insights: ASX Corporate Governance
Council’s Corporate Governance Principles
and Recommendations (2019)
‘Boards will need the company
secretary to identify how and
where a failure of compliance
is going to be an issue for the
board and company.’
Deidre Willmott
Non-executive Director
Governance Institute of Australia: The future of the governance professional | Page 13
Page 14
The growing use of artificial intelligence and machine learning will
change the governance professional by:
Making the role more interesting and high level. There will still
be a need for humans who can make quantitive judgements
and have emotional intelligence
39%
Improving the quality
of information that
the board receives
25%
None of these
8%
Causing job losses in administrative roles
through automation
4%
Reducing the quality
of information that the
board receives
2%
Taking over more routine
administrative tasks
23%
Unsurprisingly, three quarters (75.4 per cent)
of our online survey respondents expected
technology disruption to have a vital or
very important impact on the governance
professionals’ role by 2025.
Those surveyed thought the growing use of
artificial intelligence (AI) and machine learning
(ML) in business would change the role of the
company secretary by making the role
more interesting.
Just over a third of online respondents believed
technology would disrupt their role. However,
most participants across all three parts of the
research agreed that there would still be a need
for humans to oversee machines and to make
qualitative judgments.
At our roundtable, some suggested that machines
are likely to be better than humans at taking
minutes, gathering information, highlighting what
is relevant and packaging it all up for directors.
But it is important to remember machines
don’t have the same emotional intelligence and
creativity as humans. At this early stage of their
development, machines also lack the ability of
humans to see nuances, read facial expressions
or grasp boardroom dynamics.
Machines are of course no good at building the
types of relationships that a company secretary
needs to build across the organisation.
With governance issues often being neither
black nor white, machines would not be as good
as humans in dealing with that ‘grey’ zone that
requires intuition and ‘gut feel’.
‘The value of wisdom and experience, which often
are undervalued in today’s cut-throat commercial
world, should be even more important as these
are attributes that machines are unlikely to
reliably display in the short-term,’ said an online
participant
AI and ML led the way when it came to which
technologies are most likely to affect the
governance professional’s role by 2025. Other
technologies including real-time information,
big data analysis, improved regtech, increased
automation, more flexible and easier-to-use
board portals and collaboration tools, blockchain
and voice recognition technologies are also
expected to affect the role.
However, as technology rapidly advances, several
respondents believed the tools that will have the
most influence on the role are yet to be invented.
Theme3:Theimpactof
technologydisruption
Governance Institute of Australia: The future of the governance professional | Page 15
‘
Word cloud of specific technologies which will effect the role of the
governance professional by 2025
Page 16
Curatinggrowth
indata
Many governance professionals are feeling overwhelmed by
too much data. There is analysis paralysis around making
a decision. They are asking themselves: “What if there is
another data set out there that I should bring to the board?
or “Do I know enough to make a decision?”
Megan Motto FGIA
CEO, Governance Institute of Australia
By 2025, directors will need to understand a wider
range of global trends, not just those within their
industry, due to the potential of disruption coming
from a different industry type.
Directors will also have to understand global
trends and geopolitics because their companies
are likely to be more involved in international trade
and commerce. Also, they will need to better
understand how to influence government policy
and more about who their different stakeholders
are and how to manage them.
With complexity growing, directors aren’t waiting
for company secretaries to send them information
any longer. They are going out and doing their own
due diligence and research using tools fuelled
by AI.
Because directors will have so much access to
data, governance professionals are expected to
become the filters or ‘curators’ of information
rather than being the ‘givers’ of information.
Instead of controlling the information flow, they
may also become the ones asking the right
questions at the right times to stimulate
wider thinking.
‘They will need to have an innate curiosity as to
what is happening in the broader world. They’ll
also need to be well read, well connected and
have a global experience because a lot of the
changes happening in other parts of the world are
going to be happening in Australia,’ said Simon
Pordage FGIA, company secretary at ANZ Bank.
‘Directors are not necessarily looking for more
information. They want better quality information.
And that’s challenging and part of the valuable
role that company secretary plays,’ added
Sally Linwood AGIA, senior policy adviser at the
Australian Institute of Company Directors.
A common feeling was that boards are pushing
back on how much information they receive
and can absorb. In turn, the company secretary
will need to push back harder on management
to provide shorter, more relevant information
to the board. Non-executive director and chair,
Paul Lahiff, suggested the saying that is often
attributed to Mark Twain (and others) applied, ‘I
didn’t have time to write a short letter, so I wrote a
long one instead.’
More regulation will mean that boards will be
more careful and cautious. They will ask more
questions and they won’t just take things at face
value as much as they used to.
‘This means management will have to provide
more information or probably different
information,’ says Dennis Leong FGIA, company
secretary at Macquarie Group.
Given the need to gain wider perspectives of
the organisation and a feel for its culture, more
directors will be walking its floors and talking to
staff and customers (and even competitors) —
sidestepping some of the company secretary’s
curation of information
Governance Institute of Australia: The future of the governance professional | Page 17
Remunerationgrowthexpected
forgovernanceprofessionals
The spotlight on governance, risk and compliance
has resulted in these functions being seen as
increasingly important by employers. As financial
services organisations seek to conform to
evolving regulatory frameworks and reassure
shareholders and the public, the demand
for qualified talent is on the rise, creating
a competitive marketplace which will drive
remuneration growth amongst all governance, risk
management and compliance roles. The growing
complexity around governance, risk management
and compliance has also led to these teams
growing significantly in size over a short period of
time, particularly in financial institutions.
Data from a report by Aon shows that median
fixed remuneration for a chief risk officer and
company secretary in the ASX100 has grown by
a compound annual growth rate of 6.6 per cent
and 4.8 per cent over the last four years, well
above the typical salary increase of 2–3 per cent
recorded for senior executives over the
same period.
Company secretary
Chief risk officer
$400,000
$350,000
$300,000
$250,000
$200,000
$150,000
$100,000
$50,000
$0
$900,000
$800,000
$700,000
$600,000
$500,000
$400,000
$300,000
$200,000
$100,000
$0
2016 2017 2018 2019
2016 2017 2018 2019
Source: Aon 2019
Page 18
Buildingyourskillsettotackle
thechallengesof2025
By 2025, governance professionals will need to be
keeping pace with rapid changes and a broader
set of issues affecting their organisations. That
means they will have to continually maintain and
improve their knowledge base and skill set.
As one online participant noted, ‘I think that the
undergraduate requirement is a “given”. It is the
ongoing education that remains a challenge —
ensuring that the governance professional keeps
up-to-date with the many varied developments.’
Various comments made by the participants
suggest that the way to meet this challenge will
involve a mix of solutions and lifelong learning.
Governance professionals will need to keep
up with their reading and complete continuing
professional development each year.
They might have to do a mix of short and long
courses, as well as attend seminars, to plug their
gaps of knowledge and complement their
core skills.
They may also require on the job training because
things are changing so fast.
Having a broader network will also help. ‘No one
is going to have all the answers so you need to
be able to reach out to a network to get help,’
observed Megan Motto FGIA, CEO of Governance
Institute of Australia.
‘Having mentors and apprenticeships and
communicating with other governance
professionals will help fast track some of those
contextual learnings in the future. The one
thing that is better than learning from your own
mistakes is learning from someone else’s.’
Some participants suggested that governance
professionals should get out of the boardroom
— that is, visit other companies or attend
conferences and events that could broaden
their horizons.
Also, they should walk around the organisation
and listen to what people told them. Or, they
could put their hands up to be part of projects
that helped them learn more about the
organisation or from working with different teams
and expertise.
For those who did not have the time to get out of
the office, participants recommended ‘attending’
digital events, such as webinars and podcasts.
Overall, participants believed that a combination
of experience and ongoing education was needed
to build the level of awareness needed for the
governance professional role.
‘Study complexity, study future thinking — those are
the two topics I suggest everyone consider to prepare
for the future..’
Leah Fricke FGIA
Non-executive Director
Governance Institute of Australia: The future of the governance professional | Page 19
Top10softskillstomanageinformation
What training would you recommend for future governance
professionals to give them the required knowledge or skills
Postgraduate
degree or courses
52%
Short courses
39%
Seminars and
briefings
28%
Digital events
(webinars/
podcasts)
24%
Undergraduate
degree
16%
Other
6%
Networking
events
12%
A good governance professional does not just organise data but can analyse and curate a
comprehensive reporting system that reduces board workloads and enhances efficiency. Here’s a list
of the key soft skills that interviewees and roundtable participants expect to be increasingly valuable by
2025.
Great judgment.
The ability to liaise at all levels of the organisation, with
all types of stakeholders. And to be ‘Switzerland’ —
that is, to be fair and stay neutral in disputes.
Curiosity and a drive to get to the bottom of a problem
and think outside the square.
The capability to run ‘common sense’ checks over
sophisticated datasets and ensure they are correct —
not just relying on machines, or assistants, to do so.
The ability to zone in on the core
information required by the organisation and prioritise
different information streams
An understanding of systems and processes across
the organisation.
The capacity to see the world in a broader and more
nuanced way than management and then to work out
how all the disparate pieces of information fit together
A grasp of the mechanisms needed to reshape the
organisation’s culture.
Good communication, collaboration and negotiation
skills as well as the emotional intelligence to
understand human behaviour and boardroom
dynamics.
Project management skills, including strong time
management and multi-tasking skills.
Page 20
HowGovernanceInstitute
canhelpyou
Join our community to advance your career,
expand your network and build on your skills.
Future-proof your career and enjoy an exclusive
member discount for postgraduate study, short
courses and professional development events.
As Australia’s leading independent voice on
governance, we’re an active participant in the
reform process. We engage with the government
and public sector groups to contribute our
expertise on proposed legislative and regulatory
reform and contribute to the national discussion
around good governance.
Find out if you’re eligible to join at
www.governanceinstitute.com.au/membership
‘With so much focus on the importance of
good governance, I’m privileged to support
anyone with governance or risk management
responsibilities to be the best they can be
through our tailored education — from in-
depth postgraduate study to practical short
courses. World-class governance practice
is vital for the sustainability of Australian
business and the prosperity of our society.’
Mark Wilbourn
General Manager, Education
Governance Institute of Australia
Build governance and risk
management capability
Our Certificates offer practical knowledge and
skills in governance and risk management that
can be readily applied in your workplace.
View all upcoming short courses and
Certificates at www.governanceinstitute.com.
au/certificates
Alternatively, we can send the experts to you
with our in-house training programs.
Get deeper insights with postgraduate
study
Our postgraduate courses are unrivalled in
Australia for the depth of insights and level of
practical application they provide. Designed
and taught by leading experts, industry
practitioners and academics, our courses will
give you the specialist skills and knowledge
you need to excel in your governance and risk
management responsibilities.
Find out more about postgraduate study at
www.governanceinstitute.com.au/postgrad
Governance Institute of Australia: The future of the governance professional | Page 21
Governance Institute of Australia would like to acknowledge our
sponsors Diligent and LexisNexis for their generous support of
this research.
Diligent is the pioneer in modern governance. We empower
leaders to turn governance into a competitive advantage
through unparalleled insight and highly secure, integrated
SaaS applications. Diligent helps organisations thrive and
endure in today’s complex, global landscape. Our trusted,
cloud-based applications streamline the day-to-day work of
board management and committees. It supports collaboration
and secure information sharing throughout the organisation,
manage subsidiary and entity data, and deliver the insights and
information leaders need to mitigate governance deficits and
outperform the competition.
www.diligent.com/au/
LexisNexis is a leading global provider of legal, regulatory
and business information and analytics that help professional
customers make more informed decisions, increase productivity
and serve their clients better.
www.lexisnexis.com.au
We also extend our thanks to Aon for providing the data in the
Remuneration section.
Acknowledgments
Page 22
Governance Institute of Australia Ltd
Registered office
National office
Level 10, 5 Hunter Street
Sydney NSW 2000
T (02) 9223 5744
E info@governanceinstitute.com.au
W governanceinstitute.com.au
ACN: 008 615 950
ABN: 49 008 615 950
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New South Wales  ACT
Level 10, 5 Hunter Street
Sydney NSW 2000
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T (07) 3229 6879
South Australia, Northern Territory  Tasmania
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T (08) 8379 6771
Victoria
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The Future of the Governance Professional August 2019

  • 1. Governance Institute of Australia: The future of the governance professional | Page A The future of the governance professional19 August2019
  • 2. Page B Letter from the CEO 1 Research process 2 Research participants 4 Executive summary 5 Looking towards 2025 5 Changes to the role of the governance professional 6 What the experts say 8 Theme 1. Complexity 10 A more complex boardroom environment 10 Managing multiple challenging stakeholders 10 Defining culture for 2025 11 Theme 2. Regulatory change now top of the agenda 12 Theme 3. The impact of technology disruption 14 Curating the growth in data 16 Remuneration growth expected for governance professionals 17 Building your skill set to tackle the challenges of 2025 18 Top 10 soft skills to manage information 19 How Governance Institute can help you 20 Acknowledgments 21 AbouttheGovernanceInstituteofAustralia Contents With a membership of over 7,500 company secretaries, governance leaders and risk managers from some of Australia’s largest organisations, Governance Institute of Australia is the only fully independent professional association with a sole focus on governance excellence. For 110 years, our education, research, advocacy, and support networks have provided cutting edge governance and risk management advice to Australian business leaders from all walks of life. We celebrate Australia’s successes, and challenge it to be even better. Governance Institute of Australia 2019
  • 3. Governance Institute of Australia: The future of the governance professional | Page 1 The future of the governance professional is right here and now. The world of the governance professional is changing faster than ever before. Boards are increasingly under the microscope from regulators, investors, proxy advisers, staff, customers and activists. Social media also gives every stakeholder a voice. This scrutiny escalated following the Royal Commission into Misconduct in the Banking, Superannuation and Financial Services Industry and the lessons learned have relevance to all Australian organisations, not only banks and insurers. The pressures of operating in the face of growing complexity and uncertainty are being felt across Australia’s boardrooms, raising the importance of governance professionals’ input and strengthening their valued ‘trusted adviser’ status within every organisation. This report attempts to understand why governance professionals’ roles are shifting, what future skills they require, and the resources and support they will need from their executive leaders. As Australia’s largest dedicated governance association, we too will use this research to support our members with the most relevant and up-to-date professional development, courses, events, networks and resources. The future is hard to predict. I hope this report will fuel further debate on what the future will look like, how governance professionals can future- proof themselves and ensure they continue adding value to the board and their organisation. Megan Motto Chief Executive Officer Governance Institute of Australia LetterfromtheCEO Governance Institute of Australia would like to thank all research participants for their time and insights. A special thank you to our sponsors Diligent and LexisNexis for helping support this invaluable research.
  • 4. Page 2 Step 1: In May 2019, we conducted initial interviews with eleven carefully selected senior governance professionals to gain an understanding of the key governance issues they are likely to face leading up to 2025. Those interviewed included senior company secretaries, non-executive directors and C-suite leaders from some of Australia’s largest organisations, including Australia Post, Macquarie Group, Lendlease, Cuscal and Rubicor Group. Step 2: Their valuable insights helped inform the questions for the online survey we conducted in May to discuss trends across the rest of the Australian governance community. It drew 285 respondents, 41 per cent of whom described themselves as senior governance or risk management professionals. Almost 60 per cent were members of Governance Institute of Australia. Respondents were employed in all sectors of the economy with the largest group (23.2 per cent) working in financial and insurance services. In the graphs in this report, the percentages have been rounded up or down to the nearest number Step 3: The results of the first two exercises were analysed and a host of themes identified. These were then discussed in detail at a roundtable in Sydney on 28 May 2019, attended by a further group of ten governance experts, including lawyers, non-executive directors, consultants and C-suite executive Researchprocess Our research process consisted of three steps. We collated valuable insights from each of the three steps to find common and likely themes.
  • 5. Governance Institute of Australia: The future of the governance professional | Page 3 SA 5% NT 0% ACT 2%TAS 2% Overseas 8% WA 9% VIC 31% QLD 13% NSW 30% Financial and Insurance Services 23% Administrative and Support Services 4% Health Care and Social Assistance 16% Transport, Postal and Warehousing 4% Education and Training 12% Other 9% Electricity, Gas, Water, Waste Services 3% Professional, Scientific, Technical Services 9% Manufacturing 2% $10bn-$50bn 4% $1bn-$10bn 8% $100m-$500m 18% $500-$1bn 7% $1m-$100m 42% $50bn+ 4% $1M 17% Public Administration and Safety 10% Arts and Recreation Services 3% Mining 5% Senior governance or risk management professional 41% Early career governance or risk management professional 20% CEO or C-suite executive 17% Governance or risk management consultant 11% Non-executive director 7% Retired 4% Snapshots about online survey participants Where would you consider yourself in your career? What state are you based in? What industry sector does your organisation operate in? What is your organisation’s annual revenue? ($AUD)
  • 6. Page 4 Researchparticipants Governance Institute would like to thank the governance and risk management professionals for their assistance and engagement in the online survey. We would also like to thank the following individuals who generously gave their time and insights during the interview and roundtable processes. Interview Nathan Bartrop FGIA NSW State Council member, Governance Institute of Australia Lisa Coletta AGIA Founder, GovernanceCollective Gillian Coutts Partner, Potential Project (Australia) and Director, Uniting Professor Bob Garratt International governance expert; University of Stellenbosch and Cass Business School, London University Paul Lahiff Chair of Cuscal and Non-executive Director, AUB Holdings, NESS Super, Australian Retail Credit Association and Sezzle Simon Pordage FGIA Company Secretary, ANZ Wendy Lee FGIA Company Secretary, Lend Lease Dennis Leong FGIA Company Secretary, Macquarie Group Megan Motto FGIA CEO, Governance Institute of Australia. Dottie Schindlinger Author and Vice President, Thought Leadership, Diligent Deidre Willmott Non-executive Director — Australia Post, Kimberley Foundation Australia, Perth USAsia Centre; and Chair, St Hilda’s Anglican School for Girls. Roundtable Yvonne Butler FGIA Managing Director, The Information Source Leah Fricke FGIA Non-executive, Columbus Capital, OnePath Funds Management Director and Litigation Lending Services Avryl Lattin Partner, Clyde Co Sally Linwood AGIA Senior Policy Adviser, Australian Institute of Company Directors Matt McGirr GIA(Affiliated) Solicitor, Herbert Smith Freehills Taryn Morton FGIA Former company secretary, Commonwealth Bank of Australia and Qantas Megan Motto FGIA CEO, Governance Institute of Australia Lyn Nicholson FGIA General Counsel, Holding Redlich Peter Smiles FGIA Deputy Company Secretary and Senior Manager — Legal, Risk and Safety, QBE Insurance Group Leanne Wrightson AGIA Governance and Compliance Coordinator, People with Disability Australia
  • 7. Governance Institute of Australia: The future of the governance professional | Page 5 Vital Very important Neutral Executivesummary Lookingtowards2025 The governance professional of the future will have to deal with a different regulatory framework, greater complexity and technology shifts, each occurring at an increasingly rapid rate. Over 83 per cent of governance professionals expect their roles to change by 2025. Three key themes emerged consistently from the interviews, survey and roundtable. The leading theme nominated by governance professionals is the increased complexity of many organisations, this relates to internal operations as well as the influence of shareholders and other external stakeholders The second force for change is the amount of regulatory change and reporting to third parties on non-financial metrics — such as diversity, sustainability and culture. While largely due to the banking royal commission fallout, the effects go beyond the financial sector and flow into all Australian organisations. Third, and not surprisingly, is technological disruption due to the use of new technology and its effects on the workforce, and also because the rate of change and implementation of these technologies is accelerating. Combining various insights from the interviews, survey and roundtable paints an interesting picture of what the future may look like for governance professionals by 2025. What will be driving governance changes in the future? Com plexity of business environm ent Regulatory changes Technological disruption Investor/stakeholder relations Econom y issues Political uncertainty Environm ental risk Somewhat important Not important 31% 48% 49% 49% 43% 43% 36% 38% 31% 26% 20% 12% 16% 16% 15% 13% 17% 25% 36% 37% 33% 4% 2% 2% 1% 5% 7% 8% 5% 6% 3% 8% 3% 6% 6%
  • 8. Page 6 Directors may need to limit the number of board appointments they accept as the role becomes more complex and demanding of their time. There may be a stronger focus on board renewal and the maximum tenure of board members. That could open up boardroom seats and make space for increased levels of boardroom diversity, especially for non-traditional candidates from outside the C-suite. The growing complexity and rising number of issues that boards will have to deal with may result in more deliberations being handled by sub-committees. There won’t be more board sub-committees, but some traditional committees will be beefed up to better align culture and risk — for example, remuneration in the context of culture. Sub- committee meetings may become longer or be held more frequently. There will be more Millennials on boards and they are likely to place greater emphasis on ethics and social good than on ensuring risk systems and structures are in place. They will also potentially be less rigid in their understanding and style and keener to push the envelope. The governance world will grow. Super funds are already having to lift the bar on their governance, but by 2025, more not-for-profits and organisations managing large pools of money will be required to do the same. More small to medium-sized entities will also embrace governance as they become aware of its many benefits and as they grow in size. Scrutiny of both director and executive pay is likely to rise. Governance professionals may have to lend their legal expertise to help simplify long-term and short-term incentive plans, which are becoming more complex and may not be achieving what they are meant to. The role of the company secretary could increasingly be separated from other roles such as CFO and general counsel. In addition to the CEO and CFO, company secretaries will also have stronger relationships with the chief risk officer, chief technology officer and chief human resources officer. Respondents even noted that in the future company secretaries may also be asked to sit on the boards of other organisations to gain different perspectives to support their internal roles. At a glance, the list of changes may seem overwhelming, but many of the challenges organisations face over the next five years are direct opportunities for governance professionals to take the lead as a trusted adviser. Changestotheroleofthe governanceprofessional
  • 9. Governance Institute of Australia: The future of the governance professional | Page 7 Not prepared 12% I am very prepared 9% How well prepared do you feel future generations of governance professionals will be to face these challenges? How well prepared are you to face the governance challenges of 2025? Very well prepared 4% I am not prepared 9% Well prepared 20% Neutral 28% Neutral 18% I am well prepared 21% Somewhat prepared 46% Some preparation 33% Top ways the company secretary’s role is likely to evolve From ‘secretary’ to ‘trusted adviser’ to the board From minute-taker to thought leader From servant of the board to ‘conscience’ or ‘moral compass’ guiding the board From simply collating and supplying information, to becoming curator, analyser and adviser on that data and pointing to where to find more From supplying answers to stimulating wider thinking by proactively raising the right questions From being process-based to being principles-based.
  • 10. Page 8 Whattheexpertssay Working with the chair, company secretaries will help develop a healthy board which, in turn, will help develop a healthy organisation. Their role will move from just “legalistic paper pushers” to a much more developmental role. Company secretaries will need to ensure they understand the level of maturity of both the board and of each director and have a budget from the chairman to work with directors to develop whatever skills are necessary. Professor Bob Garratt International governance expert Going forward we need company secretaries who are integrators. They may not have a domain specialism… We are almost talking about the role of a project manager to bring together all those things the organisation needs to achieve. Governance professionals’ skills sets have to allow them to see how everything fits together. A lot of boards don’t know-how. Things can be quite siloed or myopic, but we need people who can look at the whole.’ Yvonne Butler FGIA Managing Director The Information Source I think the trend will be that directors sit on fewer boards. That doesn’t mean playing more golf. It means spending more time thinking about the businesses of the boards on which you sit. Company Secretary FGIA ASX50 company
  • 11. Governance Institute of Australia: The future of the governance professional | Page 9 Organisations will need to be more collaborative and less competitive. For example, even though banks will be competing with each other, they will still have common interests in terms of delivering banking products to their customers. Technology will also play a large role in this. Nathan Bartrop FGIA NSW State Council Member Governance Institute of Australia Social media channels now give 24/7 unfiltered stakeholder feedback… Every stakeholder with an interest in any company now has a platform to amplify their voice — by making comments on social media or voting with their feet (as we saw with workers at Microsoft and Amazon who said they would refuse to work on a defence contract). Whatever you call it, the evolving position is that more stakeholders are asking for more responsiveness. Lyn Nicholson FGIA General Counsel Holding Redlich Boards of the future will have to think more about what it means to be best practice in governance. The benchmark continually changes. There will be new standards set. For example, ten years ago, people may have raised their eyebrows at a 30 per cent diversity target. Now it’s normal. A while ago, boards looked to have one technology-savvy director. Now the whole board must be digitally literate. Company Secretary FGIA ASX50 company
  • 12. Page 10 Theme1:Complexity The pool of stakeholders that boards will have to consider when making decisions is expected to grow and may include groups that can influence government policy. Customers continue to be an ever-growing focus — the key message from the banking royal commission was that organisations need to foster a culture that prioritises customers over profits. Future of the governance professional participants repeatedly noted that investors and proxy advisers are likely to boost their scrutiny of director appointments from now on. They saw shareholder activism growing, and large industry super funds continuing to flex their muscles on issues they viewed as important. They also expect greater stakeholder demands for information on policies related to areas such as climate change, remuneration, diversity, conduct and culture. A key recurring theme was social media — it gives every stakeholder a voice, for better or for worse, and these risks need to be proactively overseen as part of a brand and reputational risk management framework. The complexity of boardroom decision-making is expected to rise. This will increasingly be true for smaller businesses too as technology makes it easier for them to scale across markets and borders. ‘The boundaries of what areas of boards are accountable for will blur as complexity increases. For example, environmental impacts or unintended consequences from operating activities. It is challenging to govern and to be accountable for things you can’t control. And these impacts will be more in the public eye,’ said Gillian Coutts, a consultant and non-executive director. Indeed, 79.5 per cent of our online respondents believed increasing complexity would play a vital or important part in changing the governance professional’s role. Managingmultiplechallenging stakeholders Amorecomplexboardroomenvironment
  • 13. Governance Institute of Australia: The future of the governance professional | Page 11 Following the banking royal commission, a lot more scrutiny is expected to be placed on how a board measures and influences organisational culture. The fourth edition of ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (Principles and Recommendations), released in February 2019, also highlights the importance of establishing a corporate culture of behaving lawfully, ethically and responsibly across the organisation. ‘Culture is the fundamental decider around how effective your governance environments are,’ said Lisa Coletta, consultant. ‘You can write as many policies and documents as you like. You can push and push process, but if it’s not assimilating with the culture you have and the culture the board wants, the business will be pulled in lots of different directions.’ Boards are likely to put more effort into determining what a good company culture looks like for their particular organisation and ensuring that it is instilled. They will have to walk the talk. The company secretary is expected to play an important role in all of this and may even become the ‘conscience’ of the board or its ‘chief ethical adviser’. Given how the governance professional is dealing more and more with systems and processes and how these overlay across very complex organisations, perhaps we should be attracting disciplines like engineering to help us understand systems-based problems, and not only lawyers or accountants. Matt McGirr GIA(Affiliated) Solicitor Herbert Smith Freehills Definingculturefor2025
  • 14. Page 12 Implementing regulatory reform is top of mind among governance professionals: Of those surveyed, 80 per cent saw it as the most important challenge they face today or as very important. Overall, increased regulatory oversight emerged as one of the key themes, cited as a major challenge by participants in all three parts of our research. These findings are reinforced by close to 500 Australian risk managers and governance leaders who participated in Governance Institute’s 2019 Risk Management Survey. They rated regulatory reform or legislative change as their top risk both right now, across the next 12 months and the next three to five years. Again, this was almost unanimous across all respondents, regardless of industry, organisation size and job title. Few participants in our research believed the regulatory pendulum will have swung back by 2025. Deidre Willmott, a non-executive director at Australia Post, noted: ‘Once a regulation is there, it is very hard to get it taken away. In some instances, people are themselves benefiting from it and politicians don’t want to be in a position where they have to explain why banks or other large corporates should be subject to less regulation than before. ‘We are in the age of the regulator. Compliance is going to be a major issue for boards. Relationships with regulators, I think, is yesteryear’s thinking. It’s going to be about how you demonstrate compliance and respond to regulators’, she continued. ‘The community doesn’t trust institutions anymore and it doesn’t want regulators to deal amicably with them. We saw that through the banking royal commission. It wants to see public revelations when people fail to comply and, in some instances, it wants people brought to the courts and punished. ‘Boards will need the company secretary to identify how and where a failure of compliance is going to be an issue for the board and company’, said Ms Willmot. Listed companies now have more obligations around ASX reporting and continuous disclosure due to the new reporting requirements under the fourth edition of the Principles and Recommendations. In addition, the Banking Executive Accountability Regime (BEAR), which establishes accountability obligations for authorised deposit-taking institutions and their senior executives and directors, is expected to have an impact with many saying it could be extended to other sectors of the economy. ‘Being accountable encourages you to be good at it,’ said Leah Fricke FGIA, a non-executive on several boards, at our roundtable Theme2:Regulatory changenowtopof theagenda Useful resources from Governance Institute Governance Institute Risk Management Survey 2019 Insights: Governance issues arising from the banking royal commission: Part 1 and 2 Insights: ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (2019) ‘Boards will need the company secretary to identify how and where a failure of compliance is going to be an issue for the board and company.’ Deidre Willmott Non-executive Director
  • 15. Governance Institute of Australia: The future of the governance professional | Page 13
  • 16. Page 14 The growing use of artificial intelligence and machine learning will change the governance professional by: Making the role more interesting and high level. There will still be a need for humans who can make quantitive judgements and have emotional intelligence 39% Improving the quality of information that the board receives 25% None of these 8% Causing job losses in administrative roles through automation 4% Reducing the quality of information that the board receives 2% Taking over more routine administrative tasks 23% Unsurprisingly, three quarters (75.4 per cent) of our online survey respondents expected technology disruption to have a vital or very important impact on the governance professionals’ role by 2025. Those surveyed thought the growing use of artificial intelligence (AI) and machine learning (ML) in business would change the role of the company secretary by making the role more interesting. Just over a third of online respondents believed technology would disrupt their role. However, most participants across all three parts of the research agreed that there would still be a need for humans to oversee machines and to make qualitative judgments. At our roundtable, some suggested that machines are likely to be better than humans at taking minutes, gathering information, highlighting what is relevant and packaging it all up for directors. But it is important to remember machines don’t have the same emotional intelligence and creativity as humans. At this early stage of their development, machines also lack the ability of humans to see nuances, read facial expressions or grasp boardroom dynamics. Machines are of course no good at building the types of relationships that a company secretary needs to build across the organisation. With governance issues often being neither black nor white, machines would not be as good as humans in dealing with that ‘grey’ zone that requires intuition and ‘gut feel’. ‘The value of wisdom and experience, which often are undervalued in today’s cut-throat commercial world, should be even more important as these are attributes that machines are unlikely to reliably display in the short-term,’ said an online participant AI and ML led the way when it came to which technologies are most likely to affect the governance professional’s role by 2025. Other technologies including real-time information, big data analysis, improved regtech, increased automation, more flexible and easier-to-use board portals and collaboration tools, blockchain and voice recognition technologies are also expected to affect the role. However, as technology rapidly advances, several respondents believed the tools that will have the most influence on the role are yet to be invented. Theme3:Theimpactof technologydisruption
  • 17. Governance Institute of Australia: The future of the governance professional | Page 15 ‘ Word cloud of specific technologies which will effect the role of the governance professional by 2025
  • 18. Page 16 Curatinggrowth indata Many governance professionals are feeling overwhelmed by too much data. There is analysis paralysis around making a decision. They are asking themselves: “What if there is another data set out there that I should bring to the board? or “Do I know enough to make a decision?” Megan Motto FGIA CEO, Governance Institute of Australia By 2025, directors will need to understand a wider range of global trends, not just those within their industry, due to the potential of disruption coming from a different industry type. Directors will also have to understand global trends and geopolitics because their companies are likely to be more involved in international trade and commerce. Also, they will need to better understand how to influence government policy and more about who their different stakeholders are and how to manage them. With complexity growing, directors aren’t waiting for company secretaries to send them information any longer. They are going out and doing their own due diligence and research using tools fuelled by AI. Because directors will have so much access to data, governance professionals are expected to become the filters or ‘curators’ of information rather than being the ‘givers’ of information. Instead of controlling the information flow, they may also become the ones asking the right questions at the right times to stimulate wider thinking. ‘They will need to have an innate curiosity as to what is happening in the broader world. They’ll also need to be well read, well connected and have a global experience because a lot of the changes happening in other parts of the world are going to be happening in Australia,’ said Simon Pordage FGIA, company secretary at ANZ Bank. ‘Directors are not necessarily looking for more information. They want better quality information. And that’s challenging and part of the valuable role that company secretary plays,’ added Sally Linwood AGIA, senior policy adviser at the Australian Institute of Company Directors. A common feeling was that boards are pushing back on how much information they receive and can absorb. In turn, the company secretary will need to push back harder on management to provide shorter, more relevant information to the board. Non-executive director and chair, Paul Lahiff, suggested the saying that is often attributed to Mark Twain (and others) applied, ‘I didn’t have time to write a short letter, so I wrote a long one instead.’ More regulation will mean that boards will be more careful and cautious. They will ask more questions and they won’t just take things at face value as much as they used to. ‘This means management will have to provide more information or probably different information,’ says Dennis Leong FGIA, company secretary at Macquarie Group. Given the need to gain wider perspectives of the organisation and a feel for its culture, more directors will be walking its floors and talking to staff and customers (and even competitors) — sidestepping some of the company secretary’s curation of information
  • 19. Governance Institute of Australia: The future of the governance professional | Page 17 Remunerationgrowthexpected forgovernanceprofessionals The spotlight on governance, risk and compliance has resulted in these functions being seen as increasingly important by employers. As financial services organisations seek to conform to evolving regulatory frameworks and reassure shareholders and the public, the demand for qualified talent is on the rise, creating a competitive marketplace which will drive remuneration growth amongst all governance, risk management and compliance roles. The growing complexity around governance, risk management and compliance has also led to these teams growing significantly in size over a short period of time, particularly in financial institutions. Data from a report by Aon shows that median fixed remuneration for a chief risk officer and company secretary in the ASX100 has grown by a compound annual growth rate of 6.6 per cent and 4.8 per cent over the last four years, well above the typical salary increase of 2–3 per cent recorded for senior executives over the same period. Company secretary Chief risk officer $400,000 $350,000 $300,000 $250,000 $200,000 $150,000 $100,000 $50,000 $0 $900,000 $800,000 $700,000 $600,000 $500,000 $400,000 $300,000 $200,000 $100,000 $0 2016 2017 2018 2019 2016 2017 2018 2019 Source: Aon 2019
  • 20. Page 18 Buildingyourskillsettotackle thechallengesof2025 By 2025, governance professionals will need to be keeping pace with rapid changes and a broader set of issues affecting their organisations. That means they will have to continually maintain and improve their knowledge base and skill set. As one online participant noted, ‘I think that the undergraduate requirement is a “given”. It is the ongoing education that remains a challenge — ensuring that the governance professional keeps up-to-date with the many varied developments.’ Various comments made by the participants suggest that the way to meet this challenge will involve a mix of solutions and lifelong learning. Governance professionals will need to keep up with their reading and complete continuing professional development each year. They might have to do a mix of short and long courses, as well as attend seminars, to plug their gaps of knowledge and complement their core skills. They may also require on the job training because things are changing so fast. Having a broader network will also help. ‘No one is going to have all the answers so you need to be able to reach out to a network to get help,’ observed Megan Motto FGIA, CEO of Governance Institute of Australia. ‘Having mentors and apprenticeships and communicating with other governance professionals will help fast track some of those contextual learnings in the future. The one thing that is better than learning from your own mistakes is learning from someone else’s.’ Some participants suggested that governance professionals should get out of the boardroom — that is, visit other companies or attend conferences and events that could broaden their horizons. Also, they should walk around the organisation and listen to what people told them. Or, they could put their hands up to be part of projects that helped them learn more about the organisation or from working with different teams and expertise. For those who did not have the time to get out of the office, participants recommended ‘attending’ digital events, such as webinars and podcasts. Overall, participants believed that a combination of experience and ongoing education was needed to build the level of awareness needed for the governance professional role. ‘Study complexity, study future thinking — those are the two topics I suggest everyone consider to prepare for the future..’ Leah Fricke FGIA Non-executive Director
  • 21. Governance Institute of Australia: The future of the governance professional | Page 19 Top10softskillstomanageinformation What training would you recommend for future governance professionals to give them the required knowledge or skills Postgraduate degree or courses 52% Short courses 39% Seminars and briefings 28% Digital events (webinars/ podcasts) 24% Undergraduate degree 16% Other 6% Networking events 12% A good governance professional does not just organise data but can analyse and curate a comprehensive reporting system that reduces board workloads and enhances efficiency. Here’s a list of the key soft skills that interviewees and roundtable participants expect to be increasingly valuable by 2025. Great judgment. The ability to liaise at all levels of the organisation, with all types of stakeholders. And to be ‘Switzerland’ — that is, to be fair and stay neutral in disputes. Curiosity and a drive to get to the bottom of a problem and think outside the square. The capability to run ‘common sense’ checks over sophisticated datasets and ensure they are correct — not just relying on machines, or assistants, to do so. The ability to zone in on the core information required by the organisation and prioritise different information streams An understanding of systems and processes across the organisation. The capacity to see the world in a broader and more nuanced way than management and then to work out how all the disparate pieces of information fit together A grasp of the mechanisms needed to reshape the organisation’s culture. Good communication, collaboration and negotiation skills as well as the emotional intelligence to understand human behaviour and boardroom dynamics. Project management skills, including strong time management and multi-tasking skills.
  • 22. Page 20 HowGovernanceInstitute canhelpyou Join our community to advance your career, expand your network and build on your skills. Future-proof your career and enjoy an exclusive member discount for postgraduate study, short courses and professional development events. As Australia’s leading independent voice on governance, we’re an active participant in the reform process. We engage with the government and public sector groups to contribute our expertise on proposed legislative and regulatory reform and contribute to the national discussion around good governance. Find out if you’re eligible to join at www.governanceinstitute.com.au/membership ‘With so much focus on the importance of good governance, I’m privileged to support anyone with governance or risk management responsibilities to be the best they can be through our tailored education — from in- depth postgraduate study to practical short courses. World-class governance practice is vital for the sustainability of Australian business and the prosperity of our society.’ Mark Wilbourn General Manager, Education Governance Institute of Australia Build governance and risk management capability Our Certificates offer practical knowledge and skills in governance and risk management that can be readily applied in your workplace. View all upcoming short courses and Certificates at www.governanceinstitute.com. au/certificates Alternatively, we can send the experts to you with our in-house training programs. Get deeper insights with postgraduate study Our postgraduate courses are unrivalled in Australia for the depth of insights and level of practical application they provide. Designed and taught by leading experts, industry practitioners and academics, our courses will give you the specialist skills and knowledge you need to excel in your governance and risk management responsibilities. Find out more about postgraduate study at www.governanceinstitute.com.au/postgrad
  • 23. Governance Institute of Australia: The future of the governance professional | Page 21 Governance Institute of Australia would like to acknowledge our sponsors Diligent and LexisNexis for their generous support of this research. Diligent is the pioneer in modern governance. We empower leaders to turn governance into a competitive advantage through unparalleled insight and highly secure, integrated SaaS applications. Diligent helps organisations thrive and endure in today’s complex, global landscape. Our trusted, cloud-based applications streamline the day-to-day work of board management and committees. It supports collaboration and secure information sharing throughout the organisation, manage subsidiary and entity data, and deliver the insights and information leaders need to mitigate governance deficits and outperform the competition. www.diligent.com/au/ LexisNexis is a leading global provider of legal, regulatory and business information and analytics that help professional customers make more informed decisions, increase productivity and serve their clients better. www.lexisnexis.com.au We also extend our thanks to Aon for providing the data in the Remuneration section. Acknowledgments
  • 24. Page 22 Governance Institute of Australia Ltd Registered office National office Level 10, 5 Hunter Street Sydney NSW 2000 T (02) 9223 5744 E info@governanceinstitute.com.au W governanceinstitute.com.au ACN: 008 615 950 ABN: 49 008 615 950 State offices New South Wales ACT Level 10, 5 Hunter Street Sydney NSW 2000 T (02) 9223 5744 Queensland Level 8, 100 Creek Street Brisbane QLD 4000 T (07) 3229 6879 South Australia, Northern Territory Tasmania PO Box 6178 Linden Park SA 5065 T (08) 8379 6771 Victoria Level 7, 500 Collins Street Melbourne VIC 3000 T (03) 9620 2488 Western Australia Ground Floor, 8 Victoria Avenue Perth WA 6000 T (08) 9321 8777