Tag: Governance

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Podcasts – Personal Radio Stations

Coronavirus or not, I am an avid listener of podcasts – I treat them like personal radio stations, so when I am at home or exercising, I often have a podcast playing in the background so that I am learning something new every day. Many of the subscriptions I have are weekly except for a couple that are published daily. As I use Apple Podcasts, the links are to the Apple Library, although I’m sure that many are available on other platforms.

International Business & Current Affairs

BBC World Business Report
This is an important one for me and probably the first podcast that I subscribeded to. It covers daily updates from around the world about business, tax and UK Government issues, although currently it covers governance in the world of a pandemic.

NBC: The Rachel Maddow Show
I started listening to this show four years ago as the mess of the current US Administration was evolving. The show also covers specific issues in the US or its foreign policy that affects all of us.

International Mix

I listen to a mix of other podcasts that cover technology and human interaction:

The Productivityist
This podcast talks about how to be productive in life – however it’s not the typical “smarter not harder” concept, rather it makes me think about how I can redevelop processes or use technology better. Mike Vardy, the host, interviews people who have figured out different ways to deal with tasks or functions to improve quality with the end result.

Buffer: The Science of Social Media
Social media is all around us – this podcast teaches me new methods to deliver a message through a multitude of platforms. There really is a science to getting awareness through the many options we have!

BBC World Service Documentaries
The BBC has some great documentaries about a huge range of topics – from diversity, Government policy, sport, lifestyles, local cultures and many more. You can learn a lot from understanding how people live in other parts of the world.

Local Business & Current Affairs

Naturally, it is important to know what is happening within my own environment, so these are my go-to podcasts:

Talking Business with Alan Kohler (Qantas)
I started listening to this podcast when flying between Australian cities. I now listen to them on my phone and they are published once a month in blocks of 10. The interviews are typically ten minutes long and are with local business owners and entrepreneurs across a wide variety of industries.

Jazoodle: Founders Podcast
I’ve been a reseller with Jazoodle for a year now and Andrew Paton-Smith, the founder of the company has developed this podcast to interview local entrepreneurs and his interviews are much longer and more in-depth than the Qantas ones. They really dig deep into how businesses are developed and managed.

AICD: The Dismal Science
The AICD has just restarted their podcast with insights into legal issues that all company directors should know about along with commentary about the economy which in this current environment is worth understanding!

Advisor Adventures
I was introduced to this podcast only recently and I have found them to be informative and entertaining. I have been an Approved Advisor with the Advisory Board Centre for the last two years and these podcasts are hosted by Corinne Butler, one of their Advisory Chairs, although these podcasts are under her own banner.

Podcasts - Personal Radio Stations
Podcasts are a great way to catch up on the world and learn new things!

Others for Balance

I’m not only focused on business and governance and to prove it, here are some of the other podcasts that I listen to or watch on a monthly basis – or when they drop:

Science

ESO Cast from the European Space Agency.

HubbleCast with images and information beamed from the Hubble Space Telescope.

Arts & Culture

BBC: In Our Time – a deep dive into a cultural topic with the experts.

James Valentine and his unusual slant on Sydney life.

Dan Snow’s History Hit – Dan comes from a family of historians and journalists. He is a well-known TV historian.

Automotive
Long before Madison Wells was founded, I wrote, presented and published my own podcasts under the Motoring Weekly banner (2008-10) long before it was popular to do them! In 2010 I ended the podcasts and later converted to a digital brand with a long-form website at its core – which is now taking a sabbatical. Here are some other podcasts that I still listen to and watch:

Autoline
Autonomous Cars with Marc Hoag
Driven
Roadshow Reviews
Shift: A Mobility Podcast
Shift & Steer

Life is about learning new skills, topics and being aware of what is happening around you. I find podcasts – personal radio stations – are a great way to learn. My early morning or mid evening walks are a great way to get out and about and learn as well!

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Is This a Constitutional Crisis?

Several weeks ago we published our thoughts on how to run an AGM in the midst of a Government mandated lock-down and “physical” distancing, a term used by the author Isabel Allende who suggested that at this time we should be more social with all the technology on hand! In our last article we defined how the Australian Securities and Investment Commission (ASIC) has suggested that each organisation should follow their Constitution documents.

That’s all very well if the Board or management of the company has kept up to date with the evolution of a Constitution document. This is a live example of what I have been dealing with recently – and I’m sure it applies to a lot of small organisations, especially incorporated social clubs. I am the President of a local motoring based social club whose committee typically meet monthly and discuss events for the membership, the management of vehicle registrations under the NSW Roads and Maritime Services (RMS) Historic Vehicle Scheme and what is happening within the eco-system surrounding the marque.

It is now time for our AGM to take place and a quick review of the Constitution showed that there were no clauses for technology use during general meetings, meaning that we had to hold a physical meeting. Why didn’t the Constitution allow for technology? Simply because the Constitution was based on model rules for associations incorporated under the Associations Incorporation Act, 1984! This model was great when the club was founded in 1989 however, times have moved on although there was no pressing need to update the Constitution. The club was running smoothly, members enjoyed meeting regularly and having a good lunch or dinner as part of the AGM. With hindsight, when we added an addendum to cover the RMS Historic Vehicle Scheme, it would have made sense to check to see if the main document was still fit for purpose. Again, there was no urgency because things were running OK.

There are probably hundreds of social clubs and associations in the same position – happily the NSW Department of Fair Trading has a more recent set of model rules, albeit dated 2009, that have many of the clauses that are now needed to support a modern entity. If you are involved in any social organisation, regardless of whether it is incorporated or not, it is still important to check that the foundation documents are up to date – you never know when you will need to lean on them for support!

So is this really a “Constitutional Crisis” – it could be if the organisation is large and delivers support to a wide section of the community that would be harmed by the loss of a service or would be hurt by a local public relations disaster if a member agitates because the organisation is late in dealing with this issue. In reality though, its probably not a crisis as most organisations still running a Constitution based on 1984 model rules would be small social clubs that can easily change.

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Annual General Meetings in the Age of Isolation

This is an issue that was raised during a conference call last Monday with one of my Boards and was then discussed again on Saturday with another of my committees. How do you run an Annual General Meeting (AGM) when we are self isolating and many businesses have mostly shutdown? The answer to this will certainly affect all the Boards and committees I sit on – and for many organisations across Australia.

Why has this come up now? The Corporations Act 2001 (Cth) states that public listed and unlisted companies must hold an AGM within five months of their financial year – with many companies running on a calendar year, this  means that the AGM must be held by the end of May. Under the current health crisis, the Australian Securities and Investment Commission (ASIC) has stated that they will take no action if a company misses this deadline and has extended the requirement to the end of July – assuming that Australia is returning to some form of normality by then! Smaller companies, incorporated clubs and not-for-profits also have to consider what they do with their AGMs, my Boards and committees sit in the not-for-profit or incorporated club space, so this has become timely.

Virtual or Hybrid AGMs

Traditionally, AGMs have been held in one location with in-person attendance and organised to ensure all shareholders, members and relevant employees can be present, however this is not possible in these times of isolation. Therefore virtual or hybrid AGMs can be considered where attendees use technology to access the meeting. Historically in Australia virtual AGMs have not been allowed, however in current times, ASIC has relented somewhat to allow hybrid AGMs provided attendees can a) ask questions and b) vote. ASIC is still not fully comfortable with virtual AGMs, mainly because of the concern that attendees may not get their voice heard.

A virtual AGM is a meeting that is online only and a hybrid AGM has a location with attendees accessing the meeting through voice or video. In reality, a virtual and hybrid AGM are possibly the same – the host still has to be in one location, the difference appears to be in the meeting invite, where for a hybrid AGM the base location is specified and a certain number of people are in that location. In a virtual AGM, you may get a group of senior management and auditor in a room to host the meeting with all other shareholders or members connecting through technology. On paper that is the same structure, although I’m sure legal minds would find some subtle nuances between them!

Virtual and hybrid AGMs aren’t new by any means, the first one was held in the US in 2001 and according to an article published by the ASX in 2018, there were a number of technology failures that made them unpopular. Bearing in mind that the technology has dramatically improved, along with the communications infrastructure, they are now being considered by more organisations and with Government requirements on the number of people in a group, perhaps now is the time that they become the new normal for AGMs.

Questions & Voting

Logistically, this is a hard issue. For smaller companies or small member-based organisations, a hybrid AGM may not be an issue technologically or logistically, because meetings are always easier with fewer people! I can see legal issues arising for much larger meetings where many more people typically attend. There could be cases where online attendees feel that they cannot ask questions or are concerned that their votes are not being registered. The Chairperson running the AGM must ensure that every attendee has the right and ability to ask questions and therefore two items need to be managed effectively. The first is that the documentation provided to the meeting should be as complete as possible, providing several views of the financial data for example. This should help to concentrate the intent and length of each question. Secondly, the agenda must allow enough time for questioning because it is likely that more questions will be asked simply because of the lack of social time prior to an AGM where many questions are asked in person to the Board members or senior management.

The Australia Shareholders Association issued guidelines in May 2019 that recommended formal polling at AGMs because it gives a better record of the decision. The voting method really has to be done well to protect all parties. Perhaps this has to be a recorded online poll or even a postal vote that is sent out with the agenda. This is actually something that my incorporated club is considering as an option. Our members are wide spread and we have typically held the AGM over a lunch or dinner to make it a formal event.

A simple show of hands will not work in this new domain and care has to be taken to ensure that any technology-based votes are accurate. Importantly, the Board needs to record the break-down of any vote in case it is challenged later.

Issues with Constitutions

Whilst on a Board call on Monday night an issue with the organisation’s constitution was raised. This appears to be at the core of many of the concerns around holding an AGM over the next few months. Although I find this surprising, some organisations have rules in their constitution that explicitly ban the use of technology for their meetings therefore including the AGM. What would be more common is a constitution that has no rules around the use of technology and my incorporated club has an old constitution with none of those clauses defined. In other constitutions I have seen, there are clauses for the use of technology yet still define that the AGM needs to have in person voting.

So it is important to read the constitution of your organisation and see what rules have been defined. Also remember that the constitution is based on the Corporations Act 2001 (Cth) which does have rules for technology use in AGMs, however … ASIC has stated that an organisation cannot run a hybrid AGM if their constitution does not explicitly say they can. This will certainly impact many companies or organisations that must hold an AGM. This only means one thing: it is important to protect your own organisation by adopting some new rules to ensure that technology use is acceptable – along with clauses for voting and maybe even questioning. This may also mean delaying the AGM until these new rules are in place and it is important to notify the regulator that controls your industry or style of corporation if you have to delay the meeting.

For your reference, Chapter 2G, Part 2G.2, Division 5, Section 249S and Section 1322 of the Corporations Act 2001 (Cth) define the use of technology and I would recommend that all directors review this and their organisations constitution to ensure you are covered – and make any changes as soon as possible.

This is a time of change in many aspects of our lives and I hope that the Luddites don’t block what is in essence a sensible update to your governing document!

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How a Virus Changes Business Operations

I attended an “Advisor Village” call with the Advisory Board Centre during the week – thank you Louise and Jan for creating this – on how a virus changes business operations. It was a great way for the authorised Advisors to connect in these unusual times to discuss issues that are affecting everyone now – considering the restrictions placed on businesses and normal life to try and control the spread of COVID-19. We used Zoom as the connection media and had break-out rooms to discuss two important topics:

  1. The impact on business and our lives today.
  2. The future positive impact on how we as a working society will change.

Both of these topics really reflect on Corporate Governance because as practitioners, we have to show leadership in culture, problem solving and importantly employee health.

Impact on business today

Many Governments have applied restrictions to our lives to help prevent the spread of the virus which impacts the way we live and work.

For many workers it is unusual for them to work at home – often with children and pets and maybe a partner also trying to do the same thing. That leads to challenges in balancing the work space in the home – I actually did the call and several others in a corner of the main room as my wife was using our home office as her work requires hands-free calls and a larger screen. It would be much harder with other family members in the mix for sure.

One area of concern is the availability of reliable bandwidth as more people jump on video calls or use streaming services to entertain the family. Over the last week I have used four different types of video call or webinar technologies: Zoom, ClickMeeting, Zoho and GotoMeeting. By far the worst for quality was actually Zoom. Interestingly all the calls were around the same time of day with a similar number of people attending. Zoom was patchy with video in constant catchup and audio therefore out of sync. The other technologies had crystal clear audio and video.

I did read an article that Zoom has had to remove the “Login with Facebook” function on iOS because the software was actually sending metadata to Facebook which was not in compliance with Zoom’s privacy policies.

This leads to an interesting issue with remote working: privacy. Many communications methods capture chat messages or other recordings and so it is important that as a Governance specialist, we help our customers to understand the balance of good communication and the sharing of confidential corporate data. Cloud systems certainly help with keeping corporate data in a secure environment, however insecure communications could negate that security!

The biggest impact on many workers is the change in working environment and the lack of social interaction – by that I don’t mean the coffee chats, rather the ad-hoc over the desk questions/comments that people are used to. With workers being distanced means that chat systems are often used to facilitate this connectivity and this then leads to more interruptions in a worker’s day.

This is where good management governance can help – encouraging workers in teams to time box their days allows for fewer interruptions during the day and time for teams to catch up at regular times. For example, 30 minute slots could be created at the start of the day, just prior to lunch and end of day to review and plan the work schedules.

One of the more interesting comments raised on the Advisory Board Centre call was that laptops were becoming scarce in some areas simply because so many companies were buying them because many of their employees used a desktop and therefore couldn’t pack it up and go home. Maybe that was why Gerry Harvey was so arrogant on 60 Minutes recently – and he now regrets his attitude!

Future positive impact

The second question posed was quite thought provoking. How will this heath related economic crisis change the future?

Company culture will certainly change and I hope that this removes the micro-management seen in many organisations. Some managers will feel that they will lose control of their staff because they are used to telling their teams exactly how to perform a function – even if the employee has performed that function for years! Prior to COVID-19 many companies wouldn’t allow working from home and now they will find that this isn’t an issue at all.

Some employees will enjoy the new found freedom from highly toxic office environments and will likely perform far better and learn new tasks and functions. This could put pressure on poor managers who will feel threatened – despite that fact that the organisation as a whole will benefit from having employees who can think and act responsibly.

There will be reworked products and services suitable for new and different markets or uses. Innovation will grow and technologies will improve through different use cases. Back in the mid 1980s my father went through a similar issue. He was an agricultural engineer building farm systems for water supply in an area where dairy farms were common. The European Union brought in milk quotas that forced the local farmers to reduce the size of their herds. My father’s business stopped overnight and he figured out that he could redesign the water systems to suit “dirty water” and as such became a supplier of equipment to clean up the environment around the farms.

Business Advisors can step up and challenge the status quo and provide ideas in an environment that doesn’t damage the organisation. We will see more testing of strategies and new products to ensure that they are fit for purpose and therefore should be more reliable when launched! Problem solvers should also be encouraged – especially in those companies that prior to this crisis kept their cards close to management chests and refused to allow employees to provide input to the business.

Governance will change as well. From a Board perspective there will be more policies to test and more compliance to deal with. Boards will also have to spend more time ensuring that the management are looking after their employees health, both physically and mentally and must show that the culture considers employees as humans rather than a “resource”. Boards will hopefully become more balanced with a wider range of skills being utilised – not just the core finance and legal representation that so many Boards clutch to.

COVID-19 may well change the world for the better in many more ways than just finding new vaccines.

Image by Gerd Altmann from Pixabay