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Introduction to Charters, Calendars, and Chairing  

Importance Of Governance Frameworks  

Overview Of Module Objectives  

Charters  

Definition And Purpose Of Charters  

Role In Governance Structure  

Legal And Regulatory Requirements  

Key Components Of Effective Charters  

Mission And Vision Statements  

Roles And Responsibilities Of Board Members  

Decision-Making Processes  

Conflict Of Interest Policies  

Best Practices For Developing And Reviewing Charters  

Stakeholder Involvement  

Periodic Review And Updates  

Alignment With Organizational Strategy  

Board Calendars  

Importance Of A Board Calendar  

Planning And Organization Of Meetings  

Ensuring Compliance With Regulatory Deadlines  

Elements Of An Effective Board Calendar  

Meeting Schedule And Frequency  

Key Agenda Items And Topics Of Discussion  

Reporting Timelines And Deadlines  

Strategies For Implementing And Managing A Board Calendar  

Use Of Technology And Tools  

Encouraging Board Member Engagement  

Flexibility To Adapt To Changing Circumstances  

Chairing Well  

Role Of The Chair In Governance  

Leadership And Facilitation Of Meetings  

Building Consensus And Managing Conflict  

Skills And Attributes Of An Effective Chair  

Communication And Interpersonal Skills  

Strategic Thinking And Decision-Making  

Emotional Intelligence And Empathy  

Best Practices For Chairing Board Meetings  

Setting The Tone And Agenda  

Encouraging Participation And Inclusivity  

Evaluating Meeting Effectiveness And Outcomes  

Conclusion  

Recap Of Key Learnings  

Importance Of Continuous Improvement In Governance Practices  

Welcome to Module 9: Charters, Calendars, and Chairing Well! In this comprehensive course, we will explore the essential components of effective governance frameworks, focusing on the significance of charters, the organization of board calendars, and the art of chairing meetings. Understanding these elements is crucial for anyone involved in governance, as they lay the foundation for effective decision-making and organizational success. By the end of this module, you will have the tools and knowledge necessary to enhance your governance practices and lead your board effectively.

 Module 9: Charters, Calendars and Chairing Well

<div class="simple-box-wrapper">    <div class="simple-box">        <div class="column">                        <p>The effectiveness of an organization's governance framework is critical to its success and sustainability. As organizations navigate complex regulatory environments and strive to achieve their strategic goals, the roles of charters, board calendars, and the effectiveness of chairing become increasingly significant. This course, 'Module 9: Charters, Calendars and Chairing Well,' delves into these essential components, providing participants with the knowledge and skills necessary to enhance governance practices within their organizations. By examining the intricacies of charters, the structure and scheduling of board meetings, and the art of chairing, this module aims to equip participants with tools that foster transparency, accountability, and effective decision-making.</p>

<p>Understanding the foundational elements of charters is paramount, as they serve as the guiding documents that outline the mission, roles, and responsibilities of board members. Furthermore, the establishment of a well-structured board calendar is vital for ensuring that meetings are organized and purposeful, helping boards to meet their obligations while keeping stakeholders engaged. Complementing these components is the pivotal role of the chair, who must exhibit strong leadership, facilitate productive discussions, and navigate conflicts with skill and empathy. By the end of this course, participants will have gained a comprehensive understanding of these interrelated aspects of governance, fostering an environment that not only adheres to regulatory standards but also promotes a culture of continuous improvement and strategic alignment.</p>        </div>    </div></div>

Designed to equip learners with advanced, applied knowledge of the essential governance infrastructure—committee charters, annual oversight calendars, and committee chairing. The aim is to enable directors, committee members, company secretaries, and governance professionals to create clarity, drive accountability, and ensure strategic impact through precise documentation, disciplined planning, and values-based leadership.
Key Concepts and Learning Outcomes
1. Charters: The Foundation of Effective Oversight
•	Role and Nature of Charters
o	Explain charters as living documents that provide the strategic and operational backbone for committees, clarifying purpose, delegated authority, and accountability.
o	Particular focus on how charters should be tailored to the organization’s risk profile, regulatory environment, and strategic context.
•	What Makes (and Breaks) a Charter
o	Analyze the risks of outdated, generic, overly prescriptive, or incomplete charters—using real-world governance failures (such as FRC reviews or Westpac AML case) to show consequences.
o	Illustrate the need for regular review, dynamic updating, and integration of emerging risk domains (e.g., ESG, digital, AI ethics).
•	Best Practice Structure
o	Discuss the architecture of strong charters: clear statement of purpose, explicit authority and scope, detailed responsibilities, criteria for membership and appointment, operational processes, and review cycles.
o	Show how charters link to specific codes and standards (ASX, FRC, MAS, APRA, etc.) and should reference strategic priorities and sector-specific obligations.
2. Turning Charters into Action: Calendars and Workplans
•	From Mandate to Workplan
o	Define how annual calendars and committee workplans bring charters to life, ensuring timely and thorough coverage of the committee’s remit.
o	Explain the strategic value of mapping governance cycles, regulatory reporting, strategic plan milestones, and risk reviews.
•	Designing and Using Governance Calendars
o	Detail features of high-impact calendars: scheduled meetings, alignment with board cycles, coordination across committees, RAG status/prioritization, and integration with board management platforms.
o	Highlight regulatory expectations (APRA, FRC, MAS) for structured, visible calendars and tracking of execution.
•	Workplan Content
o	Instruct on mapping recurring tasks (e.g., approvals, review of dashboards, compliance tracking) and deep dives (e.g., policy renewals, risk scenario analysis, emergent issues).
o	Explore how advanced boards use consolidated governance calendars and workplans across all committees to support coordination, minimize overlap, and identify coverage gaps.
3. Meeting Design and Impactful Agendas
•	Constructing Effective Agendas
o	Describe intentional agenda-setting: clustering related themes, elevating strategic and high-risk issues, managing time allocation, and clearly identifying decision versus noting items.
o	Use real company examples of traffic-light or director-briefing-note systems.
•	Managing Unplanned Events
o	Show how robust calendars and flexible agendas allow rapid, coordinated governance responses to crises or inspections, including protocols for joint committee sessions and accelerated reporting.
4. The Committee Chair: Facilitator, Strategist, and Culture Shaper
•	Role of the Chair
o	Explain the Chair’s responsibilities: authority under charter, agenda setting, leading by example, demanding quality inputs, and fostering a constructive, ethical culture.
o	Draw on regulatory guidance (e.g., FRC, Spencer Stuart reviews) and industry commentary regarding the Chair’s influence on governance tone and discipline.
•	Chair Competencies and Behaviours
o	Detail critical Chair characteristics: moral courage, humility, inclusiveness, challenge/curiosity, escalation discipline.
o	Emphasize the importance of preparation, intentional leadership, and active management of interpersonal and ethical dynamics.
•	Chairing Through Disruption and Crisis
o	Provide examples (e.g., Barclays in COVID-19, RBC on ESG crisis, Danone on leadership transition) of proactive, values-guided chairing in times of acute stress or scrutiny.
5. Cross-Committee Coordination and Collaboration
•	Managing Overlap and Shared Domains
o	Present methods for mapping responsibilities and clarifying lead/supporting roles for commonly shared issues (e.g., cyber, ESG, culture, remuneration).
o	Introduce oversight matrices and joint sessions as tools for effective integration.
•	Protocols for Alignment
o	Discuss structured Chair-to-Chair collaboration (regular touchpoints, agenda preview, and shared reporting) to prevent duplication, manage complex issues, and support coherent board oversight.
6. Building, Evaluating, and Sustaining Effective Committee Leadership
•	Evaluation and Continuous Improvement
o	Describe best-practice committee and Chair performance evaluations (self-assessments, peer reviews, external facilitation), and using insights for real improvements.
o	Illustrate application through case studies from global corporates (Legal & General, DBS, Severn Trent).
•	Succession Planning for Chairs
o	Embed leadership pipeline practices: vice/deputy Chair roles, committee rotation, feedback, and mentoring/coaching for emerging Chairs.
Instructional Approach
•	Case-Based Learning:
Integrate high-impact global case studies (Westpac AML case, FRC audits, Rio Tinto’s Juukan Gorge, Optus cyber breach, Danone CEO transition, Legal & General reviews, DBS, Unilever/Mapletree practices) to anchor lessons.
•	Practical Tools:
Provide templates for charters, annual workplans, oversight matrices, committee evaluation and Chair 360 review, governance calendar planners, and agenda frameworks.
•	Scenario Activities:
Assign tasks mapping real or hypothetical committee responsibilities, building or critiquing charters, and practising agenda-setting for critical or crisis topics.
•	Diagnostic Self-Assessments:
Incorporate quizzes and reflection checklists for learners to evaluate their current charters, committee calendars, Chair skills, and readiness to respond to governance stress.
•	Comparative Tables and Diagrams:
Use visuals to compare charter structures, evaluation techniques, regulatory expectations, and cross-committee mapping.
Practical Applications
•	Templates for committee charters and responsibility matrices (tailored for risk profile, sector, and strategic priorities).
•	Worksheets for building annual calendars and workplans that integrate regulatory cycles, strategic events, and real-time risks.
•	Checklists for evaluating Chair performance and succession plan strength.
•	Scenario-based exercises simulating cross-committee collaboration and crisis chairing situations.
•	Self-diagnostic tools for tracking follow-through on committee decisions and escalation discipline.
Key Takeaway Message
Should drive home the essential point that clarity, cadence, and confident chairing are the backbone of committee effectiveness. Good governance demands that charters are dynamic and fit-for-purpose, calendars are robust yet flexible, meetings are well-designed, and Chairs lead with curiosity, courage, and culture-building intent. In the face of rising regulatory expectations, stakeholder scrutiny, and boardroom complexity, these foundational practices differentiate high-performing committees—and boards that make a real, positive impact.
Suggested Sources:
•	UK FRC Guidance on Board and Committee Effectiveness
•	ASX Corporate Governance Principles (4th Ed.)
•	APRA Prudential Standards and Guidance
•	Institute of Company Directors, Spencer Stuart S&P 500 reviews
•	Recent case studies: Westpac, Barclays, Legal & General, DBS, Mapletree, Unilever
•	Board management platforms: Diligent, Board Intelligence, OnBoard
•	OECD, MAS (Singapore), and ASIC guidance on committee structure and evaluation
Encourage an applied, scenario-driven, and reflective module structure to help learners build oversight frameworks and leadership habits that foster truly effective board committees and Chairs.
