How your Board should use it's time

[00:00:00] Intro: Welcome to Minutes by boardcycle, where in each episode, we pack the insights from one of Australia's boardroom leaders into just a few minutes.

[00:00:09] Intro: Today's podcast guest is Ilana Atlas, Chair of Scentre Group, Director at Origin Energy, and Member of the Council of the National Gallery of Australia, who shares tips with our host, Richard Conway, on the importance of planning how boards use their time.

[00:00:26] Richard: Hello and welcome to the Minutes Podcast. I'm your host, Richard Conway and today I'm thrilled to be joined by Ilana Atlas. Ilana is the Chair of Centre Group, a Director of Origin Energy, the Chair of Jawun and also a member of the Council of the National Gallery of Australia. Ilana, welcome to the podcast.

[00:00:47] Ilana: Thanks, Richard. Lovely to be here.

[00:00:50] Richard: So Ilana I like to make sure that in this podcast, we regularly discuss practical topics. And so today I'd like to talk to you about the role of planning [00:01:00] in running a good board. To some talking about planning might seem a little bit mundane, but it seems to me to be a pretty important topic. Director times limited and boards and committees make an organization's most mission critical decisions.

[00:01:14] Richard: So what they do and what they don't spend their time on makes a difference. However, I wanted to open by getting your perspective as an experienced director and chair on what level of importance you place on planning and how you think about using a board's time from an overall perspective.

[00:01:32] Ilana: Well, thanks, Richard. I agree with everything you just said. Planning is just pivotal. And as you said boards really do have a limited time. They don't meet that regularly. So you really do need to plan and ensure that you use every minute effectively. And it not only is important from a planning perspective and just making sure you're efficient and [00:02:00] effective, it actually has cultural implications for the organisation.

[00:02:04] Ilana: Organisations are always very interested in what boards do. Organisations are always very interested in who is going to present to the board. Organisations are very interested in the papers that go to the board and the decisions that are made, and always want to hear afterwards what happens.

[00:02:20] Ilana: So I just don't think you can underestimate the importance of planning from a board perspective and for the rest of the organisation.

[00:02:31] Richard: That's really interesting that you talked about the cultural aspect of it. How do you try to take that into account in thinking about planning for a board, the board's year?

[00:02:42] Ilana: Yeah. So it's always important to think about consequences. For example, if you want an organisation to focus on growth, then it is always very important to have growth as a strategic issue, probably first [00:03:00] up in your board agenda, and make sure that the organisation understands that.

[00:03:05] Ilana: So, again, it's just the board telling the organisation that it is, that growth is a very important element of what the organisation is doing. If you put process and regulatory matters first, or spend an inordinate amount of time on them. Then the organisation will think that's what counts. So I think that it is very important when you are planning agendas and planning presentations that you are conscious of the implications for the organisation.

[00:03:41] Ilana: So for example, the last board meeting we had at Scentre, we finished at lunchtime. And at lunch, we had a cohort of talent come and spend lunch with us and talk about the couple of days they'd spent on a development program the month [00:04:00] before.

[00:04:00] Ilana: So we were trying to show how important that organisation that the development is, how important the talent is. And I think things like that are very important for company secretaries to think about as well. Because chairs aren't in the organisation all the time, they may not be aware of everything that's going on.

[00:04:20] Ilana: So this is where a company secretary can play a really important role with highlighting to the chair what is going on in the organisation and what should be taken into account in planning agendas and board time.

[00:04:31] Richard: Yeah, that's very interesting insight there that not only think about how the board's using their time, but the message that that sends back to the organisation as well. And so, Ilana, when you're thinking about planning, how a board's going to use its time across the year, are there big buckets, are there particular buckets that you're thinking about in terms of activity? And how common is that or across organisations or is it very [00:05:00] different organisation to organisation?

[00:05:02] Ilana: No, I think that clearly we all have reporting seasons. So what you'll find is that board agendas really are designed around the two. I'm talking listed companies here, and designed around the two reportings, you know, the half year and the full year.

[00:05:18] Ilana: So, clearly, everything that needs to happen in the committees to actually get you to that point, they're all regular agenda items, and everything I think is set around them. Together with other reporting and now we have such a huge amount of reporting to do, you know, whether it be climate disclosure statements or responsible business statements or modern slavery statements or assessing the policies and updating them, the constitutions, doing, getting feedback on the performance.

[00:05:50] Ilana: There are as you know better than I do, it's very set that the agendas that the substance or the kernel of the agendas are set [00:06:00] for many years in advance. And you've got to work around them and you've got to make sure you've got enough time to actually do what matters.

[00:06:07] Ilana: Not suggesting they don't matter, but you know, there are obviously significant issues that boards want to deal with outside of the standard reporting requirement.

[00:06:17] Richard: I guess a key thing there is making sure that you're proactively planning that time as opposed to being a slave to the reporting requirements, et cetera. So obviously you have to do those things, but they fit in an order of priority with everything else as well.

[00:06:35] Ilana: And good company secretaries every year have a standing agenda. So everyone knows what's coming up at the board meetings and each of the committee meetings through the standing agenda. And as far as I know, you know, good company secretaries always have very detailed work plans.

[00:06:52] Ilana: Where they understand exactly what's required. And so they help chairs and wards work around those things [00:07:00] so that there is sufficient time to actually consider what's happening in the business. So both operationally and strategically.

[00:07:07] Richard: And you mentioned before in the case of Scentre group meeting with some key talent Ilana and we often hear about boards getting out of the boardroom, visiting an organisation's people, its customers and its operations. And so I wanted to ask how important do you think it is for boards to allocate time for doing that kind of thing opposed to sort of core decision making?

[00:07:30] Ilana: Absolutely essential. I mean, there are some companies possibly where it isn't as important as others. But certainly, in my experience, in the organisations that I've been involved in, every case, I think it's been essential.

[00:07:46] Ilana: So for Scentre, we had our board meeting at Westfield Parramatta in December, and next board meeting will be at Knox, which is just a redevelopment we've completed in Melbourne. Last year we spent time within in our New Zealand [00:08:00] centres.

[00:08:00] Ilana: We try in every meeting, but for the results meetings, to be out and about meeting people and walking around our destinations. Similarly with Coca Cola Amatil, we always try to get out and about either to go to, you know, one of our bottling plants or go to one of our territories.

[00:08:21] Ilana: So I think, yeah. Company, it's essential. I'm sure most companies do it. Yeah.

[00:08:27] Richard: And you, we talked already about the impact that can make on the organisation, but as a director, what does that bring to you and to the board in terms of making them more effective?

[00:08:39] Ilana: Well, first of all, it's inspiring. Because you're always blown over by how enthusiastic and committed and knowledgeable and capable your people are. Particularly those people who deal with our customers. So it's always inspiring, but you also get the opportunity to talk to people so you understand what's going on.

[00:08:59] Ilana: And [00:09:00] it's just always so interesting how open people are and are prepared to open up, tell you what's happening. You always get information that is incredibly useful to bring back and raise questions with the executive team. I mean, it's always important to take into account the fact that generally speaking, unless it's a mystery shop, people know you coming.

[00:09:22] Ilana: So, you know, people have got the toothbrush out and cleaned the factory floor with a toothbrush. So everything's always sparkle really. But even so, it makes no difference. It's always an inspiring thing to do.

[00:09:35] Richard: And so another area I wanted to talk to you about is the board spending time just as a board. So, they're a team and we all know that teams to work together need to spend time together. Get to know each other and build trust. But obviously that, on top of all of the other things that a board needs to do, and the fact that directors are usually busy with a bunch of different boards [00:10:00] can be pretty challenging.

[00:10:01] Richard: So how do you try to achieve that time for the board to become a team?

[00:10:07] Ilana: Yes, it's a really good point and it is challenging. I think you just endeavour to spend as much time as possible. If you can, it's always good to try and spend a bit of downtime together. So just Scentre as an example, we'll go to Melbourne to see the Knox development, and that will give us an opportunity to spend a couple of days together.

[00:10:29] Ilana: It's always helpful to sit on a bus for a few hours for a sort of bonding experience. So, I think you just need to be very conscious of it and endeavour to make it work. Understanding that everyone does is time constrained. I'm always conscious. I can't remember who said it to me, but every time you appoint a new director, it's like a new board.

[00:10:52] Ilana: So, you really do need to constantly revitalise, help people really, get used to the board environment. And [00:11:00] be very conscious of it changing constantly with new people joining and people leaving. So, I think it's a very important role for chairs to be very conscious of that dynamic with boards.

[00:11:14] Richard: And I wanted to come back and we touched on the point about the strategic versus operational, et cetera, a little bit before, but boards, I guess, of course, want to focus on strategic issues and the long term, but they also need to deal with the operational, regulatory and compliance type issues.

[00:11:34] Richard: What approaches can boards take to make sure that they have the right balance in that focus between the strategic and those kinds of issues?

[00:11:43] Ilana: Obviously, every business is different. But I think the fact you do need to be conscious of that. So you can't sacrifice one for the other. You need to have both. Very important element of that is reporting. The way that operations [00:12:00] issues are reported, the clarity of it, you know, the effective communication, and the openness and transparency of it.

[00:12:08] Ilana: I mean, operations and operational risk, particularly as an extremely important challenging area for boards. And part of how boards can satisfy themselves about the risk profile in an organisation is the effectiveness of the reporting, the way it's communicated, and obviously the trust and openness in the executive team.

[00:12:34] Ilana: But you can't sacrifice one for the other. The weighting really depends on where you are in the organisation cycle. Obviously if you've got a huge deal on, big transaction on, that will take time. Usually it takes time through additional meetings. You can't sacrifice the existing agenda that you've got if you have a large deal.

[00:12:56] Ilana: You just need to find additional time.