The first company director course run by the Australian Institute of Company Directors (AICD) was in 1975.
Since then about 40,000 have completed the course, which is widely seen as a base level of knowledge for a role as a board director.
The course, following the facilitator-led and scenario-centric Harvard teaching model, focuses on two key capabilities — judgement and decision making.
It takes five full days to complete, on top of 40 to 50 hours of preparation, mostly reading. Then there’s a 3000 word assignment, an online quiz and a written exam, to pass the whole thing.
The course can be taken part-time, full-time or residential, and via correspondence. The residential is more expensive at $9,555 for members, depending on where it is held, and $13,460 for non members. Five days non residential is $7,699 for members and $10,845 for those who aren’t.
A pass brings with it the post nominal GAICD, a graduate of the GAICD, one level up from member, MAICD, and one down from fellow, FAICD.
The course starts with the arrival about five weeks before the face-to-face event of two large folders, containing the notes of 10 modules.
What follows is a race to read everything before the start of the course proper, in this case a five-day residential at Byron Bay, NSW.
Tip: If you’re not familiar with ratio analysis, a way of checking the financial health of a company, do as many examples of these as possible before the start of the course.
The course presenters are all experienced directors. There are ten modules, two a day, to get through.
The first day covers two modules: The role of the board and the practice of directorship; and decision making.
There are 23 hopefuls in the room, including a local from Byron, one from Lismore and a contingent from Sydney, one from South Australia, one from Papua New Guinea and several from New Zealand.
The Chatham House Rule, in that participants are free to use information as long as they don’t reveal the identities of those attending, applies.
About half doing the course already sit on boards and want to improve their performance and the rest want to improve their chances of getting a board position.
One from Sydney, an accountant who sold his financial advisory business a few years ago, is trying to work out what to do next.
“I travelled the world for a couple of years but my wife is now pissed off with me and wants me to get a job,” he says.
Another was a partner in a law firm who woke up on June 1, 2017, and decided to quit. This course is part of his transition to something, a new life but so far not clearly defined.
A few are in this transition phase, either by design or circumstance, and have had the AICD qualification on their bucket list for some years.
Tip: Make a decision early on which case study you will do for the written assignment. This way you can work on the assignment as you go through to course, picking up pointers from each of the modules.
The role of the board of directors is to watch over the company on behalf of shareholders, who naturally tend to seek growth and a return on their investment.
The most important decision a board makes is this to appoint a CEO, who will run the company and report to the board. The idea is to then let that CEO get on with the job. The role of the board is to provide the vision.
Directors look to the future, not day to day decisions. A nose in but hands off.
Typically, directors need to challenge every assumption brought to them by the company’s management.
The case study is HIH, then Australia’s second largest insurance company when it went into provisional liquidation in 2001. This is a lesson on what can go wrong at a board level.
Tip: Form a study group early and meet at the end of each day to go over the written assignment, applying what has been learned during the day. This way the five days will end and the assignment will almost be complete.
Two modules are covered: Directors’ Duties and Responsibilities and the Board’s Legal Environment.
This is all about the risks, of which there are many, associated with being a director and the corporate governance associated with the duties of the role.
Being struck off as a director is corporate governance death but this is a rarity in Australia.
Directors are expected to act in good faith and to have a duty of care and diligence.
This means acting in the best interests of shareholders, to declare any conflict of interest, seek out the facts to make the best decisions possible, keep the company’s information confidential and don’t use that knowledge for personal gain.
In short, act honestly and not for personal gain.
To do the right thing, directors need to cover a few basics.
First become intimate with the fundamentals of the business. Get information about what’s happening and keep monitoring.
Question every assumption made by the management team. Test for understanding. In short, make sure you know the business.
Two modules, the first about risk and the second on strategy. The two are linked. Knowing your appetite for risk and the risks ahead are key elements of strategy.
Risk can come in many forms and either sneak up on a company in increments, such as failed electronics retailer Dick Smith, or arrive in one big bang, such as an earthquake.
How well a company deals with risks is critical to building value and creating returns for shareholders.
For board directors the main task is to make it clear to management what level of risk they are prepared to allow the company.
This sets the expected returns against the level of risk. The higher the returns, generally the higher the risk.
Any company can be hit by an external event which then cuts into financial health and hence returns to shareholders.
Corporate history is littered with companies which didn’t properly plan for risk.
Centro, then Australia’s second largest shopping centre owner, collapsed a decade ago after taking on debt to expand quickly. The corporate regulator, ASIC, took action against eight directors and executives for breaches of duty of care by understating the level of debt by about $2.1 billion.
A more recent case is Bellamy’s, which makes organic infant formula, which was hit by a change within its key market, China, suddenly halting sales growth. The fallout included the departure of the CEO and change on the board of directors
And Ardent Leisure stumbled during a tragedy when four people died on one of its rides at its Dreamworld theme park on the Gold Coast.
Strategy can be described using questions: Where are we now? Where do we want to go? How can we get there?
The two modules: Financial literacy for directors and driving financial performance.
The financials of a company need detailed investigation. Find where the bodies buried.
And directors can’t get out of their responsibilities by saying they’re not accountants. The law expects them to be able to read and understand financial statements.
The federal court found that eight directors of the Centro group had failed in their duties by signing the company’s financial statements as true and fair in 2007.
That case was all about $1.5 billion in debt which was payable within 12 months and not years in the future.
Greg Medcraft, the outgoing chairman of corporate regulator ASIC, has spoken of four principles for directors:
Scepticism. That means question everything put before you by the management team.
Accounting knowledge. Directors must be financially literate and have basic accounting knowledge.
Accountability. It is the responsibility of directors to ensure the management has systems and controls to ensure sound corporate governance.
Culture. Directors should drive a culture of compliance within an organisation.
Medcraft has more recently made culture a key topic.
Culture matters to ASIC because poor culture can be a driver of poor conduct – and we regulate conduct. Bad conduct can flourish, proliferate and may even be rewarded in a poor culture. A good culture, on the other hand, can help uncover and inhibit bad conduct and reward and encourage good conduct.
The course case studies include Qantas, and its big turnaround to profit from a loss, and the collapse of Dick Smith.
The modules are: achieving board effectiveness and learning into practice.
This is all about how board’s work, the role of the chair, how to measure board performance and the key governance issues facing directors today.
The key question is: how to directors add value to a business?
At an average meeting of nine directors, each might only get ten minutes of speaking time. So it’s critical to develop and deliver an argument with clarity.
Come to a board meeting with an open and questioning mind. Bring listening skills and contribute to a climate of trust and candour.
While directors are not involved in the day-to-day operations of a business, they must get to know the CEO and the senior executive team.
Always act in the best interests of shareholders.
The day closes with a pretend series of board meetings, using a case study used during each of the preceding days.
That pretend company is in crisis. What can a board of directors do to bring the company through in better shape?
Tip: Do the practice quiz and written exam before attempting the real thing. And do the final quiz and exams within a few weeks of the end of the course to ensure the content is fresh in your mind.
The results of the three end pieces — quiz, exam and assignment — are usually known within five to six weeks of completion.
(DISCLOSURE: Chris Pash was a guest of the AICD at a five-day residential company director course.)
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