Case Studies

The Issue

As part of a new shareholder requirement the board needed to complete annual board evaluations with directors, some of whom were unfamiliar with this form of review and process.

Our Approach

We modified the TBPL board evaluation to include a review follow up by phone and also in some cases transferred hard copy of the responses on to soft copy to combine the result on line.

The Outcome

The directors felt comfortable with the process including the phone conversations and imparted good information that had not been forthcoming from the original questionnaire TBPL was able to collate into a cohesive board review and individual review for the Chair. The review also identified some areas of opportunity for greater board administration efficiency that previously had not been recognised.

The Issue

The client was aware that members of TBPL were closely associated with the formation of the New Zealand State Owned Enterprises (SOEs) and other government companies.

This was a World Bank country, unlike New Zealand, where the unicameral model is adopted, this country followed the European practice of adopting two-tiered boards. This involves the formation of a Supervisory Board and a Management Board.

The World Bank, with senior officials from the country, wanted to ensure that best practice in board formation, shareholder relationships and communications and performance monitoring regimes were in place.

Our Approach

TBPL entered this assignment in a “work in progress” capacity and scrutinised and commented upon the draft policy documents and draft legislation provided through the Bank.

Included in the services provided were:

• Board appointment issues - particularly where major vested interests were appointed to the supervisory board; as well as government officials.
• Compilations and conflicts that could potentially arise from cross-board appointments.
• Conflict of interest management arising from potentially injudicious appointments.
• Lines of communication between shareholding Ministers and the boards.
• Monitoring structures and the involvement of officials in decision-making processes.
• Lines of accountability between the supervisory board and the management board, including the SOEs' CEO.
• Impact of employees being placed on the management board, if their roles and responsibilities were not appropriately defined.
• Issues involved in privatisation.
• Issues to be covered where the SOE provided social or community services, mindful that police and similar services have been corporatized.

The Outcome

Following the production of these documents, the client reviewed its in-house resource requirement priorities in regard to this group of SOEs.

The Issue

The Board of this company had elected representatives with an average age of 65. The Board did not have succession planning in place and this was putting the future of the company at risk.

Our Approach

A facilitation session and full evaluation was undertaken, identifying the key reasons for the inability to attract new and younger Directors. A list of recommendations was prepared for the Shareholders, including an industry review of Directors fees.

The Outcome

Directors Fees were raised, and the Board implemented a recruitment programme to attract younger Directors to secure better succession and continuity.

The Issue

This large agricultural organisation had a Board with a mix of elected and appointed Directors. The appointed Directors, who were all suppliers to the organisation, were constantly in conflict. As a result the organisation could not be properly directed by the Board.

Our Approach

A facilitation programme was undertaken to clearly distinguish the Directors’ governance role from Management interests.

The Outcome

It was agreed that Supplier Directors were not in the best interests of the organisation. The new Board was empowered to ensure the entity could properly perform and boost earnings for the sector as a whole.