Events

Welcome everyone and thank you for joining us at today's webinar, Why good governance matters: best practice for public entity boards. I'm Laurinda Gardner and I'm pleased to be the facilitator at today's event.

The first thing I want to do is no knowledge -- acknowledge and pay respects to the traditional custodians of the land we are meeting on. The panel and I are meeting on the lands of the Wurundjeri people of the Kulin Nation and a behalf of everyone, I pay respects to Elders past, present and emerging enter any Aboriginal people joining us today. I normally live in the lands of the warrant people, and I suppose one of the benefits of these sorts of online events is that there will be many of you on all sorts of lands. That is important aspect of today.

It is fantastic there are 70 people joining us for today's webinar, we have received almost a thousand registrations from a variety of health services, local government and state government, integrity agencies, transport services and many more. It's great to have you here, and it shows how important this issue is to all of you. Today's forum is all about public entity boards, thousands of Victorians, including many of you today, contribute time and expertise to public integrity boards. We play an important role in ensuring that public assets are informing effectively and manage an accountable fashion.

Again, the popularity of this forum ensures peoples commitment to this forum. A little bit about me. I've had a long career in local government and state government, and I've been on a number of local government, not-for-profit and public sector boards. I'm currently on the board of the equal opportunity and human rights commission and the director of the Victorian planning authority and until recently, on the commercial passenger's vehicle commission.

One topic of particular interest to me, but has come up in the pre-questions, is about culture and organisation imports. -- In boards. My time on the planning authority, we have put a lot of effort into culture on the board, and how we work together. I'm quite confident that this is helped in our conversations and decision-making, and especially over this time of online meetings. But also, putting on my Victorian equal opportunities and commissions, I encourage people to have a look at chapter 13 of volume 2 of the human rights commission investigation into ambulance Victoria. In that chapter goes to the issue of what the board's role was in the commission's finding. And this is something that Adam might touch on in a little while.

So, we are very lucky today to be joined by three speakers who will share with us the insights and strategies about the topic. In a short while, you will hear from Adam Fennessy, Commissioner of the Victoria Public Sector Commission. Kylie Kilgour, of the Deputy Commissioner of the Independent Broad-based Anti-corruption Commission and Diane James, of Southern Rural Water. There will be an opportunity to ask Q&A the second half of the webinar, I encourage you to submit any questions or comments by using the Q&A function. Which you will see the bottom of the screen. The recording of the forum will be made available on the IBAC website in the coming weeks, we will also share the presentation slides.

If you would like to turn the live captions on, you can do this by clicking on closed captions and the meeting controls. I hope you can all find this at the bottom of your desktop. If you're using a mobile device, clicking on settings in the Zoom app and tapping meeting tick -- to turn on closed caption. If you experience any technical difficulties, please ensure you have downloaded the latest version of Zoom.

The first thing I would like to do now is introduce the first presenter. Adam Fennessy. Adam Fennessy PSM is the Victoria Public Sector Commission and has over 20 years of public sector experience at state and federal levels, including four years as a secretary at the Victorian Department of environmental planning, as well as the Department of Environment & Primary Industries. He has served on several boards, including Institute of Public Administration Australia, Infrastructure Victoria, Monash Sustainable Development Institute, and Women & Leadership Australia. I would also like to congratulate Adam on his recent appointment as the chief executive officer of the Australian and New Zealand School of government. This is a great role that Adam has taken on, but will miss him so much.

Adam will talk to us today about the main differences between public and private boards, this was a question that came off a couple of times in the pre-questions, as all the types of expectations placed on public boards and their directors. Please welcome Adam Fennessy.

>> Thank you so much, Laurinda, for that generous introduction. I want to also thank Kylie and Diane for an important discussion, and want to pay tribute to IBAC for cohosting this with the Victoria Public Sector Commission. It's always important to reflect on why good governance matters, and why matters for public sector boards. Especially important to reflect on this when we are in that part of the electric -- electoral cycle, when it is an election year Victoria.

Before I start, I also want acknowledge that we are on Wurundjeri country, the people of the Kulin Nation. I want to pay my respects Elders past, present and emerging and any Aboriginal and Torres Strait Islander people that are part of the session today. As I start, I will make a few comments on the difference between private and public entity boards, and will have a lot of materials that we have published, including some recent material. I'll make sure that you have links to those resources, that is where the detail resides. But I will respect at a high level on these key principles that the renter referred to in her introduction.

I also want to thank you as participants further interest and engagement in today's session. With every thousand people joining us, shows the level of interest and engagement in such a critical time of the cycle. And always important to reflect on your duties as public board directors, for the many of you on this call that are on public boards. I was so want to acknowledge that there are some of you that have been on boards for many years, all the way from government boards to ASX listed boards, perhaps not for profit. Some of you, this won't be any for you, perhaps you can teach us something. For some of you, it might be the first time for you being on the board. There are some critical reflections that I will share with you. And that peer discussion reflection is a very good way to learn about governance and the public sector.

The first point that Laurinda referred to, what is the difference between private and public boards? For private boards, you are acting the best industry – interest of the stakeholders. For public boards, on the behalf of the public of Victoria. The state is represented by government, and in most cases, represented by Minister nominated at the legislation or constitutional public board. When the private board directors act in the best interest of shareholders, public board directors act in the best interest of the public. First, at all times.

That is a key difference. The commonalities are things that you will be familiar with, whether you are on a public or private board, you act honestly and in good faith to the organisation. You do not abuse your position or any information you gain as a director of the board. And you have the duty to disclose when conflicts arise. Many things, those that on private boards, will apply. But with the key difference of the public ownership and public interest that you are representing and protecting, as well as the criticality of working with your shareholder minister or owner minister. And the relevant department that supports that minister. So, that's my first reflection on those key differences.

The commission, this is a question that comes up very frequently, including for many of you today. We have published new resources for public entity boards on Boards.gov.au. I will share my following slides, that sets out a more detailed those key similarities and differences in the specific obligations as public Board of Directors.

On the slide on the screen at the moment, it requires (shows what is required of the public directors. That is in the code of conduct of directors of public entities, as well as the Victorian public administration act. These are very specific and won't surprise you, those who are newer. It makes a lot of sense, and it is prescribed in the public administration act and centre in the code of conduct for years directors of Victorian public entities. I went go through it all, but you can see the classic role of the board to establish a governance framework, play and active role in the oversight of the performance of the organisation, overseeing risk energy, strategy and performance. The two things that I want to draw out, and these are the differences, informing the Minister of major risks and having that close working relationship with the Department that also supports and advises the same minister. On the other one that Laurinda has focused on, you have the responsibility to build the culture of integrity, high-performance, collaboration and public service, the public service that you provide and the assets that you are looking after presiding over, and in particular the culture of openness, accountability, modelling those right behaviours and that culture starts with you as board directors.

We ask you to set the tone from the top, model those behaviours that are based on those Victorian public-sector values. Some of you will be very familiar with those values. If you've ever walked down Treasury place, past to Treasury place, which is the state education department building, you will see those seven values emblazoned on the front of the building, as a reminder of the importance. Responsiveness, integrity, impartiality, integrity, respect, leadership and human rights. They are set in more detail in those materials that we publish, I encourage you to look at our website, boards.Vic.gov.au.

We also advise and support boards to act in an open and inclusive way with the important art of listening and respectful relationships, and prioritise that b culture of openness and accountability. We have found in research that we have been involved in, more globally, tells us that diverse boards, that have that diversity and inclusion of board representation that reflect the communities we are serving, and are higher performing boards and high performing organisations.

Diversity and, including of expertise, and different experiences of people on the board are part of the success in the Victorian Government as we have got guidelines about how to ensure boards reflect the diversity of the Victorian community. We also doing a lot of work to make sure we are reaching out and connecting with parts of our community who may not otherwise see those pathways into boards.

That is very important, whether they are people who identify with disability, Aboriginal people, people from culturally and linguistically diverse backgrounds. That is some of the importance of what we recommend for public board members.

You can see on this slide, finding it online, these are examples of specific guidelines. Everything to do how you manage yourselves as a board, manage your CEO or work with your CEO, and references well to the code of conduct, integrity guidance and the importance of diversity.

The other comment I will make before I conclude, setting the tone from the top and making sure the right culture of accountability is set, they are critical. And that also goes to our boards themselves assess your management and performance of the board, as well as the CEO.

We have got two new pieces of guidance, assessing public board performance, and how to manage your CEO's performance. Again, they are reflected on the slide you can see. We recommend you take this very seriously.

We know boards do this, you recommend you are always asking the question, how will be performing together as a group and how will be working as the custodians of the entity, including with the CEO?

I encourage you to look at those resources and one salutary case study, Operation Meroo, this involved the CEO of Victorian health service, and in that case IBAC looked at issues around failing to act on a procurement or conflict-of-interest concern, and pointed out issues with the oversight of the CEO by the board. If that oversight had been more Pacific -- specific it could have been regulated, and medicated the risks and indeed the findings of corruption and maladministration that IBAC found.

I do encourage you to look at those additional resources. We have also just published new guidelines on how boards in public sector manager climate risk. We have worked on that with the Department of environment, it is a relevant question that many ask us. These resources were developed working closely with government departments. And we also reached out to many of you board members with significant governance experience, again go to our website or part of our website, boards.vic.gov.au.

If I can leave you with any final thought, always think about the culture of your board and the culture you are setting for your organisation. I was closely involved in the report for ambulance Victoria, continuing to work on the implementation of those recommendations.

The board of ambulance courier is taking those very seriously which is very important, and these are the very salutary published case studies we can all learn from. I'm very much supporting Laurinda's suggestion, have a look at that online report which you can find on the Victorian equal opportunity and human rights website.

Thank you for the opportunity to make some remarks.

>> Thank you, Adam. And thank you for the first point about stressing, public energy boards, that they be for the public. I think you can sometimes lose that in the day-to-day discussions you have about specific issues and taking yourself back to that.

I think the other thing for public board directors is portfolio departments have a role with public sector boards. They can provide guidance and assistance to directors. So, if there are any issues it is a good place for you to start, to go to your portfolio Department and talk to them.

We are starting to see some questions coming through. Please keep submitting these. You heard from our speakers, and we will get them after the next presentation.

I would now like to introduce Kylie Kilgour. Currently a Deputy Commissioner at the Independent Broad-based Anti-corruption Commission, which we all know as IBAC. In 2019 and 2020 Kylie was the CEO of the Royal Commission into the Management of Police Informants, from 2006 to 2018 she worked at the Department of Justice and Community Safety on a wide range of justice reform projects including in relation to the legal profession, civil justice, court programs, family violence, and the criminal justice system.

Prior to joining the Victorian public of us Kylie worked in community legal centres in New South Wales and the UK. She has a bachelor of arts/law from University of NSW, committed to practice as a legal -- admitted to practice as a legal practitioner in 2001. Also part of the Institute of company directors.

She will speak today about the key integrity risks associated with public entity boards and how to detect and prevent corruption as board directors. These welcome the Deputy Commissioner, Kylie Kilgour.

>> Thank you very much, Laurinda. I would also like to acknowledge the traditional owners of the lands on which we are meeting today and pay respects to their Elders past, present and emerging. Particularly note that IBAC are located on the lands of the Wurundjeri people and I particularly pay respects to Elders past, present and emerging of that group.

As a seven going to focus on highlighting some of the key integrity risks that you need to be mindful of, how to prevent those risks from materialising and what to do if you detect corruption.

Back in 2019 IBAC conducted research into corruption risks associated with public sector boards, as part of this work government departments and public except -- sector board members and we also utilised findings from our investigation, risks are highlighted up there on the slide. Such as the failure to properly identify, declare and manage conflicts of interest, vulnerability to theft and misappropriation of funds. Susceptibility to bribery and inducements from business seeking contracts or other favourable treatment. Inappropriate practice such as loaning money to staff and use of public assets for private purposes. And poor procurement practices.

Since that research was completed we have conducted further research involving boards, and most recently the investigation that we called Operation Meroo reported last year, in addition to the point is that Adam has raised about what that investigation found I thought it was important to point out to people that our investigation discovered that the CEO subverted the queue of the processes, failed to follow proper recruitment processes, failed to declare and manage conflicts of interest and used health services funds were very inappropriate and non-business-related travel purposes over a number of years.

The broadly ineffective in a number of ways in their oversight of the CEO, and broadly the governance of the health service. In part because of close personal relationships with the CEO. But also because of a lack of technical skills and being a public sector board director.

An additional issue identified in Operation Meroo was the culture at the health service, including at the board level. We found that although a number of staff members and board members were aware of the CEO's behaviour, no one was willing to speak up about it.

Turning now to keep things public sector boards can do to prevent corruption. The first thing I would say is that board members need specific technical training and support and it is great that people have been able to access a seminar like this, I that is a really valuable step forward.

A proper induction program for all board appointees is really important as other written resources Adam has pointed you to today. It is also important that boards take the time to actually reflect on the technical skills that are required as a public sector board member, on an ongoing basis.

That could be as a part of a regular spot on a board meeting, but it could also be that you need to hold specific board training days on areas for development that he was a board may have identified for your members.

It is very important that extensive probity checks are done for all appointees to boards and particularly to senior management positions, into many IBAC investigations we find probity checks have been bypassed or missed. And that has led to people being into -- let into positions they part should not have been. Criminal record checks are an absolute must but also making sure appropriate reference checks are done, qualification checks are done and financial and private interest declarations completed.

Boards also need b conflict-of-interest processes and I'm sure we will talk about that more in the question section, but what a buy that is that you need to have practices in place that would I board members to actively consider whether they have an actual or perceived conflict.

This could be done at the start of each board meeting, but board members should also be mindful about considering this anytime they are involved in something to do with the board. Board oversight of financial management policies and ensuring these are being adhered to can prevent the misuse of funds, and unfortunately into many IBAC investigations we find that those policies and practices are not necessarily in place.

Finally, transparent procurement practices including the board's role in over sighting these activities are another important prevention tool. Finally, encouraging a speak up culture at both board and employee levels including having safe pathways for complaints to be made.

This can particularly be something she has a boards can lead. -- Chairs

What to do if you do detect corruption is occurring in your agency? I hope this does not happen to anyone who is attending today's seminar but it is important that they do point out to you that under section 57 of the IBAC Act the relevant principal officer must notify IBAC if they suspect and reasonable grounds -- on reasonable grounds that misconduct is occurring. Who is your relevant officer will vary depending on your setup, we are always very happy to give particular boards advice about who your principle officer is. And also your reporting obligations.

But it is very important that just at a high level you are aware of that reporting obligation and have procedures in place to report suspected corrupt conduct to IBAC. Always better to report suspected corruption to us early. We can then work with you on whether it is a matter we need to investigate, whether it is a matter you can investigate internally or whether we need to refer the investigation to another agency, for example the Victorian ombudsman.

In addition, individuals can also make a complaint to IBAC and the details are up there on the slide about how you can go about making that complaint. We also receive anonymous complaint so you can dislodge what we call in information report with us if you don't feel comfortable about making a formal complaint.

After today's session we will be sharing with you some of the kiwi ceases -- resources either because, dealing with conflict of interest, red flags relating to procurement and behaviours for organisational integrity. And courage everybody to engage with those materials. Thanks very much.

>> Thank you, Kylie, for the presentation. Some of the things I took away from that was how important that relationship… Those relationships are around the board table of that people feel that they can ask anything or comment on anything.

And not feel like other board members might be judging them about that. That also goes to the relationship between the board chair and CEO, which is not a friendship. It is good to get on, with each other, but it is not a friendship.

There is important… Aspects to those relationships. I think the other thing is for people to read some of the reports on the IBAC website and the ombudsman website where they have conducted investigations and you will learn a lot from those.

I would now like to introduce our final speaker for today, Diane James AM. Diane is the leader, a leader in the water industry in Australia, currently the chair of Goulburn-Murray Water water and previously chair of Southern Rural Water and director of Barwon Water.

In addition to her numerous appointments to state and national board roles, Diane has had a successful business career establishing two start-up companies, and winning numerous awards including as a finalist in the Telstra Business Awards.

Diana will be speaking today about Goulburn-Murray Water transformation and what led to it, please welcome Diane James.

>> Thank you, and good afternoon, everyone. I will shared the story today of the fall and rise of one of Victoria's 18 water authorities, which caused a ministerial intervention and a report by the ombudsman in 2018.

And this turned out to be a catalyst for significant tightening of our governance guidelines across our sector. As you can see, Goulburn-Murray Water is a significant player in the Victorian water sector, we are Australia is rural water authority and we manage Australia's largest irrigation district including the food bowl of Victoria.

But in 2017, 18, it was in a state of crisis, which was unravelling. The two billion-dollar connections modernisation project had been reset by the Minister for water, the former minister for water, Lisa Neville. In 2016 it was to be managed by project control group, at arms length to GMW.

This alone I think within indicated that GMW was not trusted to directly deliver this important and nationally significant project. in October 2017, Lisa Neville, she had been Minister for water until very recently as you know, she was my minister throughout my time with the MW. She announced the establishment of this to address reduced water availability and changing customer needs.

Three months later the panel produced a detailed assessment They offered 30 specific recommendations to achieve annual savings and operational expenditure and capital expenditure. Added to this was an environment of hardship amongst the rural communities, which face both the drought and steering crisis. A lack of trust developed. Negative media was right. There was a submission pending. Unknown to staff and customers, and many stakeholders, a damning ombudsman report was about to be released.

I joined GMW as its chair about a month before the ombudsman report was released in September 2018. The Managing Director left not long after I joined. It was my view that GMW's issues stemmed from a history of unstable leadership, a lack of accountability and poor governance. We had 10 Managing Director than 16 years, there were cultural issues highlighted by cultural surveys, there was negative media merit complaints to our department and the ministers office. --

For those of you not familiar with the investigation, this gives you a taste. The release of this report with a difficult time for the organisation. People ask why I took this on. Why would you walk headfirst into a crisis? There were a number of reasons. First of all, there were very good people at GMW despite what I have just told you. The Board of Directors. The recommendations that have been produced by the strategic advisory panel recommendations mentioned that there was a blueprint and plan. I previously letter board through a rebuilt and transformation. -- led a

The first thing I did was engage crisis managers and lawyers, and point -- appointed a very good interim CEO. Many of you will know Bill, well known in public circles in Victoria. You need a trusted, study and experience per pants to keep the organisation running. -- Hands.

This is not the time for risk-taking. Everyone mobilised into crisis mode. On the day of the release of the ombudsman's report, we anticipated it would be a big shock to many people. We had tremendous support from both the Minister and from government. So, Lisa Neville, and the department secretary and the deputy secretary for a sector, all came to a head office and we gave a joint and united presentation to senior staff.

Then there was another one, the same presentation to our customers. And then we face the media. I think we got through this period by being prepared in advance, well-prepared. And being very timely with our actions, and being open and transparent. And then following that, of course, we recruited a Managing Director. This is going to be a game changer in terms of success. If I could quote an AFL coach Mick Malthouse, it's important to appoint the best person, not the best person available. We had to get the appointment right, and we did just that.

The next it was for conducting audits, making sure that both the Minister and ombudsman were updated with our progress. My role as board chair was to repair the board confidence and put them back into the driver's seat. With me is the first among equals. And then to give the Managing Director the space to perform. I remember Charmaine coming to the board in the first two weeks of her appointment, and saying that she wanted to spell the executive team and recruit a new executive team. We said, "I sure? You have just dubbed in the role." But she was adamant, she spent the whole of the January preparing for this and she knew exactly what she wanted to do.

Of course, we appointed Charmaine to do a job, we needed to give her the space to do that. She put together, I have to say, pretty amazing team. Then we set about the usual things that we expect of strategy development and embedding our values across the organisation. I know Adam spoke about the values of government before, ours are at the bottom of the slide. It is obviously a lot of cross values that we all share.

So, why have we landed? The managing director is in the first year -- my fourth year of the contract. I was appointed for four years again last October. We have the longest period of security in Goulburn-Murray Water's history in a long time. Most importantly, succession planning is prioritised throughout the organisation. The connections project which is the largest irrigation modernisation project in history is now complete, with fantastic results. The fact that our water efficiency projects are now within GMW's umbrella is a significant show of trust and organisation.

The 30 recommendations of the strategic advisory panel have been completed and embedded into our processes. Our pricing submission is completed and we have just started our next one. We achieved a 10% reduction in customer pricing. These are the changeable things, but the intangibles are just as important. The trust and pride in our organisation is building. The media is more positive and complaints are minimal.

I watched GMW to be known not for its toxic culture or leadership of previous years. But as an organisation that was reborn ber with a culture of integrity and honesty throughout, from the very top of the organisation. And finally, in closing, what happened to GMW is not reflective of the Victorian water sector in 2022. The key lesson for us (inaudible). It was the result of a much wider issue of poor culture, a lack of organisational accountability and governance systems. And if you have high standards of integrity and b foundations, then the actions of two people at any point in time won't make a difference. Thank you.

>> Thank you very much, Diane. It's interesting reflection, you shouldn't need a crisis to put these sort of things, good practices in place. I knew don't want to find yourself in a position that Goulburn-Murray Water did. It sounds like fantastic work since then.

A small thing is understanding what the impact on staff. As he said, there were good people at Goulburn-Murray Water. And being conscious of the actions of the board can have devastating impacts on how staff feel about their workplace.

So, we have now come to the Q&A part of the webinar. Thank you to all the people that have submitted questions. With the registration. Please do continue to submit your questions by the Q&A function on scene. We will try to answer as many questions as possible and keep a response short. There will be questions we won't be able to get to. We might just kick off with a couple of questions.

So, one of the ones that have come up is… and this might be a quick answer. I will throw this to Kylie and Adam. Is there any occasion where a be OK to bend or break the rules?

>> Do you want to go, Adam?

>> I will go for. The short answer is no.

>> It is a hard to know from IBAC.

>> I thought this is a great question to ask, and it shows that you have to ask all the questions, even if you feel bly embarrassed to ask any questions. I would say no, and as a board director, if you want to ask the question… can we do it differently, is this the right thing. Reaching out and testing and asking is very important. This is where we encourage you to test your questions with each other, your board, your chair and in particular with the Department. Departments to have very good governance and legal terms. The short answer is no, it's not allowed to break the rules. If there are issues where it might be another question, you might have to try for the first time. Asking and reaching out is important, and sticking to the rules and not breaking them is as important.

>> I think it's really important that people remember that the rules are there to protect us all and protect the integrity of our organisations. It's important to think about why we have those rules in the first place and as Adam said, if you are in a situation where you think you might need to do something that different, it's really important to get advice about it. Don't do something without making sure that you get appropriate advice… whether it is legal advice or from your department. Or other trusted advisors that you can go to. Don't just unilaterally decide to do something unusual. It often has a way of biting you on the backside later on.

>> Good answers. Another question is around conflict of interest. I think Kylie and Adam touched on this. How do directors manage material conflict of interest? What's your advice on examples?

>> Conflict of interest – it's not corrupt to have a conflict of interest. We all have personal interests. Many of us have to wear multiple hats, because we perform different functions. For example, Laurinda is a board director on a number of different boards and she has her own personal interests. What's important is that we can actively articulate what those personal and professional interests are, and think about particularly the perception of if you are involved in making a decision about something, particularly if you have a personal interest in what the outcome of that decision is going to be. You should generally step out, recuse yourself from making those decisions. They can be some circumstances where that is not possible. Then we are talking about managing the conflict of interest in making sure that it is declared, everybody understands the nature of your personal interests, and you are not the only decision-maker.

For example, it may be that it might be something that normally you would make a decision, but somebody on -- else on the board should be making that decision or as a committee formed. The best thing to do to avoid a conflict, if you know that you have one, avoid it and don't be party to the decision-making. In circumstances where that is unavoidable, put strategies in place so that you are not the person making the decision on your own.

>> Thank you. Bit of a double-barreled question for Diane. That is about – what did Goulburn-Murray Water learn? Specifically around that, how did you target and track cultural change?

>> That's a good question. I will start with the other part. It touches on something that you said earlier, about not apologising for asking questions. And boards need to be very vigilant. Don't apologise for being that one director that can often be the floor in the site, because you want to have an absolute understanding. -- Thorn in the side. Because you want to make sure you're right across what you are being asked to decide. It's your responsibility to do that. I would say board vigilance is something… it's about making the board come from the chest perspective and making them comfortable that they can ask questions. If they get into too much detail, I will have a conversation with the director about if the question will add value to your colleagues. That is usually the measure.

The other is, we went above and beyond in our response to the ombudsman's report. And we added an extra layer of approvals. My claims for expenses would be approved… sorry. Checked by the corporate secretary, and then sent to the auditor risk chair. And then noted by somebody else. We went above and beyond in our response.

One of the things, and I will bring this to a close… one of the things I notice. We had the policies in place. But there was systemic failure to adhere to our own policies. And so, I think reviewing your own policies, we tend to overlook that. And that's really important thing to do, to actually follow your own rules that you have put in place. And in terms of the culture, I just can't stress enough how important it is to read more data on the staff surveys. Boards really have no idea what is going on, and the grassroots, if they don't walk the corridors. And really have a look and speak to people. The raw data is something that your executives may not want to give you, particularly if things aren't looking rosy, but that's where you pick on a few gems that you want to further explore.

>> When you are joining to situations in challenging times, how do you pull yourself out and become strategic again? I for all boards there are legitimate reasons by from time to time you do get drawn into the operations of the organisation, it can often be because of a skill gap in the short term, as an example. But I think one way I would suggest you look at that is to treat it like a project.

What is the issue? Why is the board dealing with this in a different way than its normal governance sponsor abilities? And try and time limited and monitor afterwards. You might have a few more comments about that, Diane.

>> I think looking at it as a project is great advice. But I also think you need to take as long as you need and sometimes it is necessary to dive into the operational detail firstly to get a true picture but then also to monitor as you are coming out of the situation.

It is about building trust. A comeback to the point that I made before about employing the people to do the job and then giving them space to perform. At some point, particularly if you have recruited new management or a new CEO, at some point you have to stand back and become strategic again and let them take over.

>> Thank you. We will go to another question, this is a really big, open question. What is the most important aspect of public sector good governance? Who wants to tackle that one?

(Laughter)

>> I will go first with that. This could be a long answer but I think of three things. And I learned this from someone who was a very experienced secretary and government and is now chair of at least two government boards. The verse in that person said is no your legislation, very good starting point. Know what governs you as a board.

Some of you will have very specific legislation, others might have other founding instruments, constitutions and so on, but no your legislation and it tells you what you are there to do.

Secondly, no your older or stakeholder or shareholder and I have said that is the minister and the Department. It will be the minister and legislation in many cases, and there was also the point that departments, and I have been a former departmental secretary, they are a very good support and source of advice.

Departments have a long-term corporate knowledge and history of the sector. I know thinking about the water sector, the Department of environment, land, water and planning does a lot of work with board chairs, boards, there is a lot of learnings there.

Know your legislation. Know your minister and Department and have b relationships with them.

And my third answer, you won't be surprised to hear me say, know your culture, your culture, and your culture. Diane has said, look at that data. I know in that ambulance Victoria report you reference, there are lots of recommendations of how to get right into the detail of the data but also knowing as Diane has said, stepping back and refreshing and reconnecting with the strategy and vision board, but know the key metrics so you are not missing things.

This is a published case studies are very sobering. Very worth reviewing and revisiting. Know your legislation, minister, culture.

>> A bit of a theme about culture. There is another question about culture which is, what role does culture play in integrity risks? How can directors insist on transparency?

>> They say culture eat strategy for breakfast, I would also say it is integrity for breakfast. If you don't have good culture integrity risks absolutely will be loving your organisation.

But the issue of demanding transparency, well, you are the directors of the board. Ask the questions and don't stop until you get the answers you are after. Make sure you are getting the management report you expect and that you get the board papers well in advance so you have got time to read them and think about them.

I often looked at cases where you can see that what is happening is a bit of a snow drop is being done on the board, they are a bit passive about that and let people just tell them what they want you to know.

I think you always need to be really conscious that you are in the driver seat when you are a board director, it is your job to make sure you have got the stuff you need and you can ask whatever questions you want, and stay there until you get the answers.

>> Think that also goes to the example around ambulance with Tory, where there is a lot of data. -- Ambulance Victoria. A lot of data, I think in the Human Rights Commission they said both the board and executive committee, despite the data, they did not understand the problem and were shocked at what was found.

You wouldn't want yourself where you are in a board where you were shocked to find out the level of serious issues that wordplay. -- Were at play. Going on from what you are saying, Kylie, how can boards create a safe environment where less confident or experience directors can challenge their peers?

I think I mentioned at the start about the work the Victorian planning authority board had done around the building a team of the board, and a lot of that was about sharing our vulnerability with each other. Mike and executive team might. -- Like an.

I think that is one way a new person would feel they were an equal, somebody else might have a view on making it safe for board members. Diane?

>> I think that the chair has a duty of care to the directors, but I did say before I still see myself in my chairing roles as the first among equals. But there is a line between that where I have to step up and be the leader.

For me, reacting a safe environment for my directors is giving them, equipping them with whatever they need to be the best directors they can be. I make sure that I have one-on-one meetings with them on a regular basis just to have conversations with them, and to make sure that they have everything that they need, whether it is professional development whether there is a concern about the way the meetings are run.

But just to create that environment where they are going to flourish.

>> Thank you.

>> Could I just add a comment today? We have had a lot of interesting discussions in the diversity and inclusion context, I have made the port -- point that diverse boards, and mainly in the context of gender diversity, the article was about diversity.

It is one thing to parts of more diverse representation on the ward, the inclusiveness aspect is listening and setting the right tone for those important discussions. Whether that be a newer board member, people who bring very different lived experiences and perspectives, and just different ways of interacting with each other.

It is important that not only do we have diverse representation and representation from our communities, but the chair and bought a running those inclusive behaviours, listening. So we're not missing out on those gems that might uncover a risk or inside that will help us to improve. Wwe are doing some specific work in the community, how much do we best monitor, and that is where that process is best helpful.

>> Thank you, it is an interesting one. How does the panel think that governance can be more (inaudible) and engaging? Good innovation in good governance? Go for it, Adam.

>> To me, innovation, and you will hear me say this quite often, it is driven by diversity. Skills mix, some legislative… Some legislation requires a specific skills basis, a mix across boards. Others if they are not required to need diversity of perspective, industry, background of you, bring ideas and tool.

The other point, this has been referred to as well by Diane, as well as knowing what is going on in the organisation, being able to go in and pull yourself out to the strategic level, also contact with what is going on in your industries, and in adjacent industries. This is where I have found that having board directors who are on a couple of different boards really helps because you might see what is happening in the human rights base, Laurinda, and ask what we're doing about that in the planning context.

To use you as an example. that is also why in a lot of the work in (inaudible), we were keen to not just have those people retire we want to diversity of experience in those boards, so you might have a health director who might go onto a TAFE border water authority, and also that regional connection with people who understand local communities, it helps tap into the currents of innovation and latest thinking. That is what we have learned in that.

>> And I just add today? I was find it interesting, when people will say that you need a lawyer on your board. No, we don't need a lawyer, we need to buy the very best legal advice we can get because if we put a lawyer on the board they become the factor lawyer for the organisation and everybody gravitates to them and looks at them in the board meeting. That diversity of skills.

I always ask for a CEO if I could have on, someone who has won a big organisation and has that mindset because it is a really useful mindset to bring to the board discussions. People with just a very general skills as opposed to those with specific, obviously we need to have accountants and financial skills. That is a no-brainer.

I like generalist as well, people with life skills. And I would love some younger people in my boards too, just to bring a youth perspective. We don't get enough.

>> The other thing I think is you do need someone on a board with public sector experience. And one of the boards I have been on, it is actually teaching people about that there is a minister, and there is a department, and there are… There is finance directions. These things are really important and this is how the system works.

I think that is really important for people that have come from a non-public sector background. I think we need to conclude the questions section now. Thank you all for joining us today and a big thank you to Adam, Kylie, and Diane. And all the attendees and organisers for your contribution to today's webinar.

Before we wrap up I would like to mention that we will send you links to any resources mentioned today throughout the session, as well as slides and the recording of today's webinar. Keep an eye out for that in your inbox.

In addition, I think Adam has talked about this, the Victorian Public Sector Commission has very recently published a comprehensive suite of governance resources which I am… I actually help to develop. Look out for that on the BoardsVic website.

And to keep updated on the latest publication information from IBAC you can subscribe to our backs e-newsletter Insights, and you can also follow the commission on Twitter and LinkedIn. Check those pages for regular updates.

One thing I would advise boards to do is pick up some of the IBAC or -- I'm Bittman reports -- ombudsman, it is a good way of learning. As this 11 hour comes to an end and you exit Zoom you will see a link to complete a short survey to help us plan future events.

I would appreciate if you could provide us with thoughts on today's webinar as it will help us plan future events. We look forward to seeing you again in the future, thanks, and goodbye for now. Thank you, everyone.