What does a governance professional do?

In essence the governance professional:

• drives and advises on best practice in governance
• champions the compliance framework to safeguard the integrity of the organisation
• promotes, and is the sounding board on, high standards of ethical and corporate behaviour
• bridges the interests of the board or governing body, management and stakeholders.

In particular, the person has a significant impact on the level and quality of the organisation’s corporate governance and governance culture and often has a pivotal role in assisting the board to achieve the entity’s vision and strategy. The activities of the governance professional encompass legal and regulatory duties and obligations and additional responsibilities assigned by the employer.

The range of responsibilities and duties can include:

• providing advice to the directors and officers in relation to directors' duties and other aspects of the Corporations Act, the constitution, stock exchange and other regulatory requirements (both within Australia and in other jurisdictions if appropriate), and any other statutory requirements
• advising the board or governing body on corporate governance principles and implementation of programs and risk management frameworks
• carrying out the instructions of the board or governing body, implementation of corporate strategy and giving effect to the board’s decisions
• ensuring corporate accountability by communicating with the organisation's stakeholders and the public at large
• minutes’ and meetings’ preparation (the annual general meeting and other general meetings, directors' meetings and committee meetings and all meeting minutes)
• director recruitment and induction
• facilitating professional development programs for the board
• directors’ fees and entitlements
• board committee administration
• ensuring effective information flows within the board or governing body and to and from its committees and between non-executive directors and management
• acting as a conduit between members (especially major and institutional investors in listed companies) and non-executive directors
• communication with external advisers (legal, accounting etc) and corporate representatives
• directors’ handbook/manual
• directors’ and officers’ (D&O) insurance
• board or governing body evaluations
• development, implementation, communication and maintenance of governance, risk and compliance policies, processes and procedures
• seals and document execution
• monitoring compliance with standing delegations from the board or governing body to management and reporting any breaches
• superannuation
• human resources, employee benefits and employee incentive plans
• insurance
• share registries
• intellectual property asset management, such as patents, trademarks, business names and domain names
• legal, including powers of attorney
• accounting and finance
• taxation
• dividend reinvestment plans
• trade practices
• environmental issues
• occupational health and safety and employment law in general
• anti-money laundering legislative requirements
• privacy legislation
• general administration
• property management
• investments monitoring
• document retention and management
• maintenance of corporate structure, including subsidiaries and associated administration.