Life After the Royal Commission – Be Careful What You Wish For….

In the wake of the recommendations from the Royal Commission into Misconduct in the Financial Services Industry (aka the Hayne Report), one of the four major banks announced that it would be removing bonus payments for its front line tellers. This was supposedly in line with Hayne’s proposal that performance-linked remuneration, financial incentives and sales commissions in the financial services industry need to be restructured.

Image sourced from Small Caps

This prompted a mixed reaction among the public, based on some of the comments I have read on social media. Some felt that the tellers were being made scapegoats for the banks’ bigger failings – others felt that this was an inevitable outcome from the banking backlash.

Personally, I believe the announcement is potentially just one of the many likely “unforeseen consequences” to come out of the Royal Commission – I’m not saying this particular decision is good or bad, just that we need to be aware of what’s likely to happen based on Hayne’s key recommendations. Be careful what you wish for. And, as an underlying theme to this whole debate, let’s not forget that most Australians are shareholders (directly or indirectly via their Super) of the Four Pillar Banks (one of the greatest government-endorsed and legislatively protected market oligopolies around which also helped steer us through the GFC relatively unscathed….).

So, what else might we see?

First, as with financial advice, residential mortgages will move to a “buyer pays” model. Brokers would not be able to receive commissions from mortgage providers or other intermediaries based on the products they sell, recommend or refer – instead, mortgage applicants will be expected to pay for the services of a broker, who will therefore be under an obligation to find the best product for their client. But removing trailing commissions and other conflicted remuneration may also mean that brokers could seek to earn additional fees from their mortgage clients by re-contacting them a year or so later (with permission, of course) to inform them of a better deal. (Even now, lenders are not explicitly obliged to let existing customers know if they have a newer product that may be better for them). Some estimates suggest that fee-for-service will add about $3,000 to the initial cost of applying for a mortgage. Whether this will also lead to more competition among mortgage providers (who will no longer have to pay broker commissions) is not clear.

Second, the increased focus on acting in the best interests of the customer may result in placing all financial planners, brokers, advisors, insurers, and banks (and their officers, agents and employees) under a fiduciary duty of care to their clients – even if they are not directly managing specific assets, selling a specific product or advising on specific services or financial strategies. In other words, advisors etc. will be deemed to have taken ALL of a client’s needs and circumstances into account. (This is largely the result of the miss-selling of financial products, and the charging of fees for “no service”, by banks and their retail wealth management arms.)

Third, the increased cost of compliance will disproportionately impact smaller financial institutions such as credit unions, member-owned banks and other mutual societies, who came through the Royal Commission pretty much unscathed. Those costs will need to be passed on, to customers and members. Of course, there has also been some political debate around the need for some sort of banking levy – which will ultimately be passed on to shareholders or customers (who are often the same people…).

Fourth, and related to the above, the separation of roles between those superannuation trustees who act as both fund trustees and as responsible entities of managed investment schemes will have a knock-on effect in terms of operating and compliance costs. Such dual-regulated entities will have to decide whether to focus on their trustee role, or appoint a separate and independent responsible entity in respect of the asset management.

Fifth, the higher compliance and regulatory obligations may deter or inhibit more competition – either from new market entrants from overseas, or from local start-ups. The recent restricted ADI model (aimed at enabling challenger or neo-bank brands) has not exactly seen a raft of applications, and off-shore banks tend to come and go in successive waves, largely driven by market conditions. If lending standards are further tightened, it may be less attractive for foreign firms to set up local operations. In fact, there have been calls to force some smaller superannuation funds to merge with larger funds, or exit altogether for reasons of scale and efficiency – potentially taking out some of the competition in that sector. And if mortgage brokers have to move to a fee-for-service model, it will likely force some providers to exit the industry, as happened with the FOFA reforms in financial planning and wealth management.

Sixth, at the level of corporate governance, boards of financial services providers will need to be mindful of their duty to act in the best interests of the company – which has traditionally meant the share holders – and the increased duty of care towards their customers, which may at times be at complete odds. Non-executive directors willing to serve on the boards of banks and insurers may also be harder to find, at a time when there is already a high concentration of directors who sit on multiple boards across Australia’s biggest companies. So, board diversity may be even harder to achieve, especially if non-executive directorships become subject to even greater formal qualification, to ensure board members have appropriate professional experience, industry knowledge and technical expertise, as well as financial competence and risk management skills.

Finally, all this is happening as we face something of a credit squeeze (thanks to increased lending standards and greater provisioning for risk-weighted assets) heightened economic uncertainty (slowing GDP growth, lower productivity, wage stagnation, falling property prices), and an upcoming General Election campaign during which the Hayne Report will be held up as a key reason for why “things have to change”. The irony being that, except in a few areas, the complaints aired and wrong-doing uncovered during the Royal Commission could have been addressed by the regulators and enforcement agencies via existing laws on financial services, prudential standards, and general consumer protection (unfair contract terms, unconscionable conduct, deceptive and misleading behaviour). Plus, the Australian Financial Complaints Authority (which combines the remit of the former Financial Ombudsman Service, the Credit and Investments Ombudsman and the Superannuation Complaints Tribunal) has a wide jurisdiction over consumer complaints relating to Credit, Finance and Loans, Insurance, Banking Deposits and Payments, Investments and Financial Advice, and Superannuation. And as with most External Dispute Resolution agencies, AFCA and its predecessors have an obligation to report on systemic issues within their industry.

Next week: Pitch X

Culture Washing

Banks, Parliament, Cricket Australia, Political Parties, religious bodies, the ABC – the list of national institutions that have come under fire for failed governance and even worse behaviour continues to grow. Commentators are blaming a lack of “culture” within these organisations.

Some Boards end up washing their dirty laundry in public….. Image Source: Max Pixel

Already we are seeing a “culture” movement, which will inevitably lead to “culture washing”, akin to “green washing”, and other examples of lip service being paid to stakeholder issues.

Just this past week, the interim report of the Banking Royal Commission prompted the Federal Treasurer to say that banks need a “culture of enforcement and a culture of compliance”. I can already imagine the “culture checklists” and the “culture assessment” surveys and feedback forms….

There are consulting firms building “culture risk” assessment tools. There may even be some empirical evidence to suggest that companies with better employee engagement and “culture” can generate better share price performance. Even the AICD is getting in on the act with its upcoming directors’ update on how boards can gain “insights on culture”, and how to set the “tone from the top”.

(Actually, all any director needs to do to monitor the “culture” of their organisations is to track social media and sites such as Glassdoor, Whirlpool, Product Review, etc..)

But corporate and organisational “culture” is organic, and cannot be built by design. It is a combination of strong leadership and core values that everyone in the organisation is willing to commit to and adhere to. It also means ensuring that everyone knows what is expected of them, and the consequences of failing to meet those standards are clear.

As for employee engagement surveys, one of my colleagues likes to say, “The only question to ask is: ‘Would you recommend this organisation as a place to work, and if not, why not?’” Another colleague regularly says to his own teams, “If this is no longer a fun place to work, then let me know”.

Next week: Why don’t we feel well off?


Startup Governance

The recent debacle involving LaunchVic and 500 Startups comes at a time when startups and entrepreneurs are facing increased public scrutiny over their ethical behaviour. Having a great idea, building an innovative or disruptive business, and attracting investors is not carte blanche to disregard corporate governance and social responsibility obligations. So how do we instil a better “moral compass” among startups and their founders?

The TV sitcom, “Silicon Valley”, is drawn from experience of the software industry, but it also reveals much that ails the startup economy. As funny as it is, the series also highlights some painful truths. Scenes where founders “trade” equity in their non-existent companies are just one aspect of how startups can develop an over-inflated sense of their own worth. These interactions also reveal how startups can reward inappropriate behaviour – if sweat equity is the only way founders can “pay” their team, it can lead to distorted thinking and impaired judgement, because the incentive to go along with poor decision-making is greater than the threat of any immediate sanction.

A key challenge for any startup is knowing when to seek external advice – not just legal, tax or accounting services, but an independent viewpoint. Many startups don’t bother (or need) to establish a board of directors – and if they do, they normally consist of only the founders and key shareholders. The role of independent, non-executive directors is probably under-valued by startups. But even an advisory board (including mentors who may already be guiding the business) would allow for some more formal and impartial debate.

Another challenge for startups is that in needing to attract funding, they can find themselves swimming with the sharks, so doing due diligence on potential investors is a critical task in building a sustainable cap table that will benefit the longer term aims of the business.

Equally, if startup founders are motivated to “do their own thing”, because they are driven by purpose or a higher cause, or they simply want to make a difference, they can risk having to compromise their values in order to engage with bigger, more-established companies. So they may end up emulating the very behaviours they sought to change or challenge. Neither startups nor big corporations have a monopoly on unethical behaviour, but if founders stray from their original founding principles, they will soon alienate their stakeholders.

Finally, nurturing the “conscience” of a startup is not something that should be left to the founder(s) alone. The vision has to be shared with, and owned by everyone involved, especially as the business scales. Everything should be measured or tested against this criteria – “does it stay true to or enhance our reason for being here?” Without a clear sense of what is important to a startup, it will also struggle to convey its core value proposition.

Next week: Digital Richmond


How to work with #Boards

At some point in your career, you will find yourself working with Boards. In particular, if you are appointed to a CEO role, or if you are part of an executive team, there is an expectation or requirement that you will attend regular Board meetings, and you will need to develop the necessary skills and expertise to navigate the process.


Board meetings don’t have to be as daunting as this… (The SPECTRE hierarchy as portrayed in “Thunderball”)

The following comments were crowdsourced from a group of senior executives and non-executive directors who were asked to share their views on how someone in a senior management role should prepare prior to presenting at a Board meeting – in particular, where there may have been a change of Chairman, a new CEO or new appointments to the Board. It’s designed to be part “how to” guide, part coaching tool, and part insight drawn from actual experience – and in some cases, the comments answer the question “what I wish I’d known before I stepped into the Board meeting…”.

The comments have been divided into three sections:

  1. Governance
  2. Relationship between the Chairman and CEO
  3. Presenting to Boards

1. Governance

How are Board meetings run?

1) From experience, working with a Board really depends on how the Chairman likes to run things. The Chairman is usually assisted by the Company Secretary (or a Secretariat), or other legal officer of the organisation, who may also form part of the senior management team.

2) The Secretary is responsible for making sure everything runs smoothly for the Board members. In addition to supporting the Chairman, the Secretary schedules the Board meeting, circulates the relevant notices and papers in advance, prepares the meeting agenda, and records the minutes. (In some organisations the CEO will be as involved in preparing for a Board meeting as the Secretary.) The Secretary will also assist the Chairman in ensuring the meeting is conducted in an orderly fashion, and in accordance with the company constitution and any other rules governing meetings.

3) If you have been asked to attend a Board meeting to report on an important project or to present a new initiative, it should be noted in the agenda. Depending upon protocol, you may only be invited into the room at the designated point in the agenda. You may find that you don’t have a vote at the meeting (and in general, your voice should only be heard when your contribution is actively invited!) and you may be asked to leave again before a formal vote is taken.

4) A good Chairman will invite comments from all attendees at the Board meeting, especially where external or specific expertise is being sought. Although other Board members will want to ask questions of senior managers and anyone else presenting, it will depend on etiquette, and they may need to direct these questions via the Chairman.

Board Induction

5) The CEO and the executive team can help the Chairman in the induction of new Board members, something that the Secretary should be able to facilitate. For new Directors, it may not be easy to understand the organisation, or what is expected of them, or what their contribution should be.

6) The transition will be harder for Board members coming from the private sector into the government sector, or vice versa. A Board Induction Manual is an invaluable tool for a new Board member to familiarise themselves with the organisation. The CEO should also ask their managers to stand in the Directors’ shoes for a minute to work out what the new Board member may need (and not assume they already have everything they require.)

7) If a relationship can be built through the induction process, then it should be easier to understand where new Board members are coming from, identify their key areas of knowledge or expertise, know what their risk appetite is and anticipate where their interests will lie.

Board Renewal – managing change

8) Most Board members are elected or appointed for fixed terms, ensuring that there is a renewal process. In some cases, there will be a full spill, and the formation of a totally new Board.

9) One of the understandable traps that the CEO and management team may fall into is assuming they have to maintain the status quo – which may or may not meet the needs and expectations of the new Chairman and a new or significantly changed Board.

10) In those circumstances, the CEO and Chairman should sit down in advance and set out their respective expectations/needs/preferences, including an early feedback process soon after the first few meetings to get things off to a firm footing and to avoid any festering dissatisfaction.

2. The relationship between Chairman and CEO

Boards vs Management

11) The pivotal connection between a Board and the Management team is the relationship between the Chairman and CEO. There has to be a level of trust, rapport and mutual respect, otherwise the organisation risks being dysfunctional.

12) A common view is that Boards are expected to be “eyes on, hands off” – that is, they are there to view what is going on, but not to get involved with operational matters which are the responsibility of Management.

13) Equally, the Board is responsible for setting and directing the overall strategy, and holding the CEO and executive team accountable for achieving the agreed objectives.

Who can help you?

14) The CEO has a key role in facilitating the interaction between the Board and senior managers. If you don’t have direct access to the CEO in advance, then find out if your own manager or another member of the senior executive team can help forge an introduction. While the term “patronage” might seem outdated, your attendance at and participation in the Board meeting will usually depend on someone advocating on your behalf, or lobbying for you to be there in person.

15) If managers are attending a Board meeting to present or speak on a particular topic, then this should be noted in the agenda or notice of meeting. The CEO will also need to work with managers to ensure they are prepared and “worded up” on what they will be presenting. Getting the balance right between reporting facts, offering opinions, making a recommendation or seeking a decision is important, especially on a packed agenda!

16) As mentioned above, the role of Secretary is also very important in getting people prepared to engage with the Board – not just deciding the agenda but also briefing presenters on what to expect, and ensuring papers are not too long, cover the issues and have clear recommendations for a decision.

17) The Secretary also wields considerable influence as they get to minute the decision (which is not always as clear as it should be). Managers who are not Board members should receive a copy of the relevant minutes of any meeting they have attended.

Lobbying and briefings in advance

18) For some big issues you may be asked to present on, briefing and lobbying often happens outside of the Board meeting. You shouldn’t assume that a Board will make a good decision when all they get is a Board paper and a few days’ notice – especially around complex issues. Offering advance briefings to Board members (especially new directors) can help them get up to speed on major issues.

19) Even though your item is on the agenda, you should assume that the meeting will not have sufficient time to allow a full presentation or discussion of the issues. Hence the importance of advance briefings, especially where you are seeking a decision based on your recommendation.

3. Presenting to the Board

Why are you there?

20) Maybe you’ve been asked to make a presentation on a new strategic initiative, or to provide an update on a major project. Or perhaps it’s part of a regular program where managers and team leaders get to interact with the Board members. Whatever the case, you should establish in advance why you have been invited to attend, as this will frame the context for your contribution to the meeting.

Preparation, Preparation, Preparation

21) As with any presentation or public speaking, be comfortable with your material and try to know your audience in advance. Find out who will be attending, and if possible, identify if they have previously expressed any views on the topic under discussion. Equally, Board members should be provided with a brief bio of new managers presenting at the meeting, especially if it’s their first time to attend.

22) If you have also had an opportunity to provide Board members with an advance briefing, the preparation will help you to focus on the important and critical information, so you can establish the level of knowledge in the room and make sure the discussion does not waste valuable time going over the known facts or revisiting agreed positions.

23) While your expertise will be sought, more importantly, if you are seeking a decision of the Board, it is essential to be clear about the decision relates to, and you should offer a specific recommendation or preferred course of action.

Protocols and Etiquette

24) As mentioned above, Board meetings will be conducted in accordance with the constitution or other rules of the organisation. Meetings will also follow the Chairman’s preferences, with the support of the Company Secretary.

25) There are some basic “Do’s and Don’ts” you should consider, especially if you are attending or presenting for the first time:

  • Board members are not your friend – they have a governance role to perform
  • The CEO owns the relationship with the Board, and must know and in most cases approve all interactions between Board members and managers (as a manager, you should notify the CEO of any unsolicited approaches you receive from Directors, or in exceptional circumstances, you should notify the Chairman)
  • In the meeting, the Chairman of the Board (or Sub-committee meeting) is usually addressed as Mr Chairman or Madam Chair (but check with the CEO or Company Secretary in advance!)
  • Boards require a structured agenda, well-thought out papers, clear recommendations, proper minutes and agreed actions or decisions (make sure you are clear about what you are asking for)
  • Board meetings are formal affairs, and while social banter is fine before and after the meeting, keep it business-like during the meeting itself

26) The Australian Institute of Company Directors, the Governance Institute of Australia, other professional bodies as well as NFP organisations (e.g., Leadership Victoria) often run courses and publish articles on these topics.

Learning experience

27) Whether you are General Manager reporting to a Committee of Management or a team leader presenting to senior executives, these comments should provide are some useful ground rules for how to prepare, what to expect, and how to conduct yourself at those meetings. In any event, the experience should be seen as a learning opportunity, and a chance to gain some professional exposure – but it’s not a license to show-off or grandstand!


This article incorporates comments from my former colleagues Fabienne Michaux, Marianne Matin, Louise Griffiths and Carol Benson, who were each contributing in a personal capacity.

Next week: Digital Adaptors