Governance Bites #65: Chartered Governance Institute, with Angus Ogilvie

In this episode, I talk to Angus Ogilvie about the Chartered Governance Institute (CGI) of New Zealand (https://cginz.org/). CGI was established in London in 1891, and in New Zealand in 1937. It is now in 80 countries. Angus introduces CGI, and outlines the benefits of membership. He talks about the annual CGI conference, and the biennial Women in Governance Awards. He also shares the best advice he has received as a director. 
Angus Ogilvie is Deputy President and a Chartered Fellow of the Chartered Governance Institute of New Zealand. He is also a Fellow of CPA Australia (a Certified Practising Accountant), a full member of the International Fiscal Association, a Member of the Institute of Directors, and a Chartered Management Accountant (Chartered Institute of Management Accountants). With his company, Generate Accounting, he and his team provide strategic planning, accounting services, and tax advice to directors of growth-oriented companies and for-purpose organisations.
#governance, #leadership, #corporategovernance, #boardcraft, #decisionmaking, #makingadifference, #ceo, #governancebites, #boardroom , #cgi, #charteredgovernanceinstitute, #cginz

Transcript

0:01

Well, thanks so much for the opportunity, Mark. My name is Angus Ogilvie. I'm an accountant in practice, but I also volunteer in a number of roles outside my day-to-day in terms of governance. I chair the General Trust Board of the Anglican Diocese in Auckland. I also chair a not-for-profit on the North Shore, and up until very recently, I was very involved in CPA [Certified Practising Accountant] Australia and stood down as Divisional President last year. Right. You're also a Fellow of CPA Australia. That's correct. And of the Chartered Governance Institute here in New Zealand. Yeah, and a member of CIMA [Chartered Institute of Management Accountants]. That's right. So let's have a conversation then about the Chartered Governance Institute. Excellent, my pet topic. Hi, welcome to Governance Bites. My name is Mark Banicevich, and today, as you heard, I get the pleasure of spending time with Angus Ogilvie. Angus, thank you very much for your time. Thank you, Mark. The Chartered Governance Institute has 30,000 members in 80 countries with nine local institutions. Established in the 19th century. A very longstanding organisation specialising in governance. Can you start by introducing the Chartered Governance Institute [CGI]? Sure. We've been around since about 1937 in New Zealand. In fact, that was the year that it was formed. I think just around 40 [38] members, initially, got together to form an organisation, really devoted to the administration of companies as corporate secretaries or chartered secretaries. We got our chartered status about a decade later, so in 1947, we became chartered and associated with the UK [United Kingdom] body of the same name. And for many years, we were called the New Zealand Institute of Secretaries. If you know Auckland at all, O'Connell Street in the centre of town, there's a building there called Administrator House, which is a beautiful mock-Georgian building probably from the early 20th century [1925]. That was actually our premises for a long, long time. So, if you're ever walking down O'Connell Street, you can look up and see evidence of our history. Wow. So, yeah, the New Zealand Institute of Secretaries. We changed our name in the early '70s to the Chartered Secretaries and Administrators, and then to Governance New Zealand in 2014. So, we've had a number of different iterations of the name, and just recently we've become the Chartered Governance Institute of New Zealand. The reason we've done that is to align our name with the UK name. Right, because that was renamed to the Chartered Governance Institute in late 2018 or 2019. That's right. Right. I was doing a bit of background reading before catching up with you, and it was really interesting to see that the original organisation, The Institute of Secretaries of Joint Stock Companies, was formed in London in 1891 with 18 company secretaries. And then a mere 11 years later, when it got their Royal Charter, it had 1,500 members. That's quite considerable growth, isn't it? Any company these days would be tremendously happy with that degree of growth. Well, I think historically, it was an interesting time, because, of course, even in the accountancy space, the concept of auditors, for instance, really wasn't prevalent until the late 19th century. Right. And there was a fellow who was preeminent in that by the name of Waterhouse, whose name still features in a very large accounting firm [PwC]. So yes, really the professionalisation of companies, and the audit of companies' accounting, administration, all of that, was a late 19th-century thing. A development in the UK. Right, okay. What are the benefits of being a member of the Chartered Governance Institute? Well, I think, as I've alluded to, the obvious one is that we're an international grouping. Headquartered in the UK, of course, but each jurisdiction within CGI globally, is independent. But, of course, those people who are chartered secretaries or chartered governance professionals – that qualification is portable. Unlike some New Zealand-specific qualifications, you could, for instance, qualify as a chartered secretary in New Zealand. You could choose to migrate to, say, Australia, or to Singapore, to Malaysia, to Hong Kong, to South Africa, to Canada, the UK – you name it – and your qualifications will be automatically recognised there. Eighty countries is about a third of the globe's countries. Yes. That's quite significant. Clearly, largely in the former Commonwealth and Commonwealth countries is where the huge strength is. So, yes, that portability of essentially a very formal, very strong company secretary qualification certainly has a tremendous amount of value. And what other benefits are there of membership? Well, of course, we do a lot domestically. So, it's important to note that the chartered secretary qualification is just that. You need to do a number of courses in order to qualify. They're typically a semester long, so it's very similar to a postgraduate qualification. And we draw from people, traditionally, at least, from the legal and accountancy fields. So, people coming from those backgrounds could invest in the qualification. We also give recognition for prior learning, so in those instances, we normally do, a qualified accountant or solicitor would only be doing two courses out of the maximum six. We've also done a lot more recently with the universities, so that we're also giving recognition of prior learning to people coming through MBA [Master of Business Administration] streams as well. Right. Because it became apparent that some of the areas we cover, like strategy or corporate governance, are actually covered in MBAs, so it seemed a little futile to repeat the same content. So in some instances, MBA graduates are only doing three courses in the Chartered Secretary qualification, or Chartered Governance Professional, depending on which stream they decide to go for. Right. So that's really to become a full chartered member. But, of course, pretty much anyone can become a member of the Chartered Governance Institute, and the membership benefits of that are quite significant. So, for a start, you're part of that network. We do a lot of continuing professional development for members, and that ranges from immersive courses like our three-day Effective Directors series, that we run, where people spend time on culture, strategy, and finance – really bringing people up to speed to be an effective director. We also have a Women on Boards Masterclass. Women on Boards is a brand of the Chartered Governance Institute in New Zealand, and is really dedicated to improving the number of women serving in governance positions. Of course, those courses that are run by Women on Boards are targeted specifically to women, so the Masterclass is very popular. That's a day-long course. And we do routinely, we have what we call a Lunch and Learn series. So, every month we'll have a topical and informed speaker who will present on a particular topic. That'll be done via webinar, so no one has to leave their office – they can literally lunch and learn. And we've had some fascinating topics of late. Really broad-reaching from tax reform to changes with incorporated societies legislation – you name it – anything that is worthy of an update. Are those sessions recorded and available to watch later? Yes, they are. Right. So that would be a tremendous benefit. Yes, and the other thing we do is short courses. We do little two-hour sessions, again delivered by webinar, on specific topics. Yes. For instance, I host one every couple of months on finance for decision-makers. We've noticed that a lot of people who are serving on boards, be it for-purpose or on commercial boards, may be a little weaker in terms of their finance knowledge. So, it's really just an introduction to help people on that journey, in terms of what are some of the useful questions that I could ask around the board table when it comes time to discuss financial matters. We have a really popular one which is on meetings and minutes – the actual administration of a board meeting and what's required to be captured there. We also have a new short course on chairing a board. So, there's a whole range of different topics that we cover on a regular basis. Right. You mentioned before, also, the different levels of membership. You've got a member that anyone can join, you also have an affiliate member for people that have a suitable professional background. Yes. Such as lawyers and accountants. And then you've got your chartered members, which are those that have been through and done the course. And as you mentioned, the course is, there are six papers. Some may be available for cross-credit. They are essentially a postgraduate style of course where you have a couple of internal assessments, and a three-hour exam at the end of the course. Correct. A very robust academic-style qualification. You mentioned to me earlier that it's taught by academics, but tends to be academics that have a very strong professional background, as well. That's right. So, they still keep their feet firmly based both in the academic world and in the business world, so they've got some practical application of what they're teaching. Right. Yeah. And I understand you've got about 1,000 members in New Zealand. One of the other things that you do on a regular basis is your annual conference, which thankfully, - That's right. - post-Covid, is now back in person. We actually have one approaching as we're recording this. Can you tell us a little bit about the conference? Absolutely. So, it's due to run on the 19th of September this year[2024]. As you say, the first time back in person post-Covid, which we're absolutely chuffed about. It's a great opportunity for networking for members. You don't have to be a member to come to the conference. But it's a day dedicated to governance. It's being opened by a senior director. And it will give an opportunity to reflect on that person's governance journey over many years. Sir Rob McLeod – his name is – he's been a director of a number of very significant New Zealand companies. Professionally, he used to chair EY [Ernst & Young], the accounting group, in New Zealand. We're going to hear a little bit about the great Post Office scandal – I'm not sure if you're across that? Yes, right, in the UK. From the UK. And lessons that could be learned from that. Right. We'll have a number of breakout sessions, as well. There's a session on running advisory boards for SMEs [small and medium enterprises]. So those that perhaps cannot employ the services of professional directors, but, you know, still want to have some rigour around governance. And several other topics that we’re offering there. There's a session particularly around, given our Women on Boards Association, where we have a session there for, particularly in terms of the goals of Women on Boards, in terms of getting some sort of equality amongst board members, so there's a session there. So, it's really very wide-ranging in terms of its remit. Yes. And, you know, given by specialists. You know, we have specialist presenters, so it's really very exciting. Yes, I know there's also one on iwi [Maori tribe] governance. Yes. So, generally, your structure is, as a lot of conferences will be, you'll have a couple of keynotes, a few breakout sessions where people can choose what they want to do, and it sounds like a really strong and effective day. From the history of those conferences, what are some of the highlights for you? Well, networking is the biggest one. So we're unusual in as much as we have members who who both administer boards and also serve as directors or board members. So, you know, we've really got fingers in both camps, I suppose, and that's great — the interaction between people, you know, conference attendees between those two. So, the ability to actually come together, be inspired by the presentation, but also to network amongst your peers, I think, can't be underestimated. In the evening, we have the Women in Governance Awards, which is eagerly awaited. Right, that’s every two years, is it? Yeah. And so rather than just have a conference dinner, there's a significant theme to that, and an enormous amount of hard work has gone in with those women who are involved in Women on Boards to ensure that, you know, there are high-calibre candidates who are putting their names forward for consideration. We have, I think, seven awards being given out on the night to women at various stages of their governance journey, which is the exciting bit. So people who are, women who are just starting out to those who have made significant contributions. The Lifetime Achievement Award? Yeah, exactly. Yes. And there are also awards that are focused on different ethnic groups, right? There's a Māori award,= Correct. Pasifika. - a Pasifika award, and an other ethnicity, as well. Ethnic, as well, yeah. So, you're trying to get a real diversity in the boardroom through these awards. As you say, that highlight of the Lifetime Achievement Award will be the major one for the night. That's right, yeah. And I don't know who's won any of them. Right, that's good to hear, good to hear. Right. Well, so there's a lot of value, then, in the Chartered Governance Institute. Just a quick recap: formed initially in the UK in the late 19th century[1891], came to New Zealand in 1937, and got the Royal Charter in New Zealand in 1947. Of course, the UK chapter got the charter in the early 20th century [1902]. Benefits of membership: we've got, of course, the Chartered Governance course, which is six papers with some cross-credits available to people with the right professional backgrounds. A very strong qualification that is portable around 80 countries. The membership of the Chartered Governance Institute around the world. As well as your lunch and learn, your short courses, your effective directors' course, and, of course, the conference each year, which happens around September. This year, 2024, it's coming up on the 19th of September, and every second year, you have the Women in Governance Awards, which are run by the Women on Boards chapter of the organisation. That's right, yeah. So, yes, a very, a fascinating organisation. And certainly for those that are interested in governance, one that’s well worth looking into and becoming a part of.

One final question for you then: 16:34

what's the best advice you've received as a director? The best advice I received was from a board that I served on earlier on in my career. And the chair said to me, he said, “Angus, whatever you do, make sure you read the board pack"before you come to a board meeting.” And so I did. But I've always been — you can often detect just how involved a board member is, in terms of their role, in terms of the questions that they raise at a board meeting. And some of which, of course, have already been answered in the documentation that's been provided prior to the meeting. So, it's very important that, when people go into a governance role, they understand that their commitment is not just restricted to the board meeting. There's preparation time beforehand; there may be follow-up time afterwards, as well, and, of course, they may need to serve on a subcommittee of the board, as well. So, it's really important to be diligent about reading through that information. And with my own bias, spending an awful lot of time looking at the accounts. Yes, of course. And so I think there's a challenge there for the executive team and the CEO [Chief Executive Officer] to produce a board pack that has all the relevant information as concisely as possible. Yes. But it's very much incumbent on directors to make sure you prepare for those board meetings, not just by reading the board pack but also by reading broadly around what's going on in the industry and the economy and so forth. And be prepared for board meetings. That's fundamental, right. The other one that comes to mind too, a little gem that was told to me

by another board member, and that is: 18:21

there's no such thing as a dumb question, unless you raise it twice. So, you know, sometimes things that you might think are a dumb question, are actual gems. So, it's really important that people don't feel constrained, once they join a board, and particularly if they're new to a board, they should be asking a great deal of searching questions to make sure that they come up to speed as quickly as possible. Hopefully, there's a good induction for board members. But, you know, there's a lot to learn in an organisation. So, yeah, don’t be shy. You know, I guess one of the key things with a diverse board is you're bringing in people that don't have the biases from within the company or within the industry. Correct. And asking those questions will often lead to the company standing back and questioning themselves, and why they've always done things the way they have. Right. Angus, thank you very much for your time. I appreciate it. It’s been delightful. I'll look forward to catching up with you again soon. And we'll see you next episode. Lovely. Thanks, Mark.