Governance Bites

Mark Banicevich

Mark Banicevich interviews a series of experts about governance, including company directors, lawyers, executive managers, and governance consultants. Each interview is on a different topic related to governance, tied to the guest's expertise. He also asks interviews for the best governance advice they've received, or they would give to new directors. 

  1. 4D AGO

    Governance Bites #135: CEO and director remuneration, with Dr John Peebles

    Send us a text In this high-value episode of Governance Bites, interviewer Mark Banicevich speaks with Dr John Peebles, a governance PhD and experienced chair, on the explosive topic of CEO and Director Remuneration. Dr Peebles reveals how New Zealand’s executive pay is rapidly shifting from a conservative, base-salary model to an aggressive, US-style incentive structure, with potential short-term and long-term bonuses now soaring past 100% of base pay. They discuss why our low director fees are failing to compensate for rising liability, why New Zealand struggles to attract global talent, and the need for boards to abandon compensation surveys to reward extraordinary performance and asset return. Dr. John Peebles is a highly experienced board director, governance consultant, and executive search advisor. In 2008, he was named one of the 50 most influential search consultants in the world by Business Week. His extensive board experience includes current roles as Chairman of Premier Lifestyle Villages Limited and past roles as a Director for The Broadcasting Corporation of New Zealand. Dr. Peebles holds a Doctorate in Business and Administration from Massey University. His doctoral research focused on corporate governance, specifically investigating who determines the board's agenda in New Zealand's public companies. He found that directors often passively accept established agenda-setting systems, and his study suggests that competence and transparent boardroom processes are more critical to good governance than factors such as director independence, age, or gender. #CEOPay, #DirectorRemuneration, #IncentiveDesign, #CorporateGovernance, #ExecutiveCompensation, #NZBusiness, #Leadership, #BoardMeetings, #Productivity, #Governance, #GovernanceBites

    30 min
  2. JAN 28

    Governance Bites #134: six secrets to supercharge your board, with Tracey Cross

    Send us a text Is your board underperforming? Governance expert Tracey Cross, an independent director and legal advisor, joins Mark Banicevich on Governance Bites to reveal the ""Six Secrets to Supercharge Your Board Performance"". This discussion is essential, especially given that 67% of respondents to an important survey would like to replace a board member. Tracey emphasises the necessity of becoming one aligned team, supporting the often-overlooked Chair, and accepting that directors are people too, bringing their own bias and baggage to the table. Learn the counter-intuitive planning secret: meeting less often can boost productivity by avoiding operational creep and providing management time to execute. Finally, discover why boards must focus on their own internal 'hygiene' and demand challenging, strategic work. Tracey Cross is a highly respected legal and corporate governance expert, bringing over 25 years of experience in financial services regulatory compliance and strategy. As a Chartered Member of the Institute of Directors, Tracey holds key Independent Director roles, currently serving on the Boards of AIA New Zealand and Mint Asset Management. Her board responsibilities include strategy, risk management, and chairing committees like Audit & Risk and ESG. Tracey is passionate about governance with purpose, driving the belief that good conduct and culture are fundamental to competitive and sustainable business. Currently practicing on her own account and working as a governance adviser at Grounded Governance Ltd, she specializes in providing pragmatic, commercially driven solutions, strategy development, and tailored legal and governance training for Boards and businesses. Her focus is on strong leadership and advocating change that results in the best customer outcomes. #Governance, #BoardPerformance, #CorporateGovernance, #BoardofDirectors, #Strategy, #BoardEffectiveness, #SuperchargeYourBoard, #BoardChair, #ProductiveBoard, #BoardHygiene, #AlignedTeam, #IndependentDirector, #GovernanceBites

    17 min
  3. JAN 21

    Governance Bites #133: CEO or managing director? with Steven Bowman

    Send us a text Join Mark Banicevich on Governance Bites as he talks with Steven Bowman, a governance expert with 45 years in the CEO and board space. They unpack the fundamental differences between a CEO and a Managing Director (MD). The core distinction is that an MD is both a manager and a voting director of the board. Steven shares the criteria for adopting the MD title, such as having a board vote or shares in the company. Crucially, they discuss how boards navigate the potential blurring between governance and management, often employing mechanisms like board only sessions (in camera) and external mentors. Discover the real meaning behind the titles and the best governance advice: be curious about everything. Steven Bowman is founder of Conscious Governance, a global, independent advisory service specialising in strategic planning, board governance, leadership, and risk management consulting for Boards, CEOs, and directors. The firm provides resources and guidance to organisations across virtually all sectors, including health, education, government, faith, disability, and housing. The governance model promoted by Conscious Governance is defined as running an organisation with conscious awareness. This approach moves beyond 19th-century systems focused on policy and conformance, prioritising conscious leadership to steer the organisation toward a defined vision and align day-to-day management with organisational strategies. Conscious Board leadership is vital for improving both financial and social results. Core services include Board governance evaluations, risk management strategies, and leadership development, such as CEO performance management. Conscious Governance has reported completing over 500 successful strategic plan facilitations and serving more than 4200 clients. #CEO, #ManagingDirector, #Governance, #BoardOfDirectors, #ExecutiveRoles, #CorporateGovernance, #Leadership, #Management, #FamilyBusiness, #FinanceSector, #BoardOnlySessions, #InCamera, #Mentoring, #GovernanceBites, #ConsciousGovernance

    17 min
  4. JAN 14

    Governance Bites #132: Public-to-private leadership lessons, with Dr Richard Carson

    Send us a text In this episode, Mark Banicevich interviews Dr Richard Carson on the leadership lessons gained from advising three state governors—and how they translate into today’s corporate boardrooms. They explore the culture shocks public leaders face when moving into private governance, from shifting accountability to adapting to faster decision cycles. Dr Carson shares crisis management strategies, coalition-building insights, and ways boards can leverage public sector skills to manage risk and drive purpose beyond profit. Packed with real-world parallels and practical advice, this episode is essential listening for directors, executives, and anyone navigating the intersection of public service and corporate governance. Richard H. Carson is a consultant, author, and academic researcher with a 40-year career focused on organisational change management. He is the CEO of Carson & Associates, a consultancy he established in 2017 to serve public-sector and non-profit organisations. The firm specialises in making organisations more performance efficient and cost-effective through services like strategic planning, human resources, and executive coaching. Dr Carson’s has served as a senior policy analyst for three Oregon governors and held numerous public sector management roles. His doctorate research in organisational psychology at Washington State University resulted in his trademarked “People Sustained Organizational Change Management (PSOCM) model”, a comprehensive, three-phase, 10-step framework for managing workplace transformation. Dr Carson authored “The Book of Change” (see https://www.bookofchange.com/ for a free PDF), a practical, step-by-step guide written for business and government executives, consultants, and students navigating organisational change. Dr Carson has also served on several boards, including the Oregon Development Network, the American Planning Association in Oregon and Washington, and Kit Carson Historic Museums. #LeadershipLessons, #Governance, #BoardOfDirectors, #CorporateLeadership, #PublicToPrivate, #ExecutiveInsights, #BusinessStrategy, #CorporateCulture, #CrisisManagement, #StakeholderEngagement, #PublicSectorLeadership, #BoardroomInsights, #LeadershipTransition, #CorporateGovernance, #PurposeDrivenBusiness

    24 min
  5. JAN 7

    Governance Bites #131: the importance of the 'S' in ESG, with Joseph Catanzariti AM

    Send us a text In this video, Joseph Catanzariti AM joins Mark Banicevich to unpack why the often-ignored “S” in ESG is fast becoming a strategic imperative for boards. From psychosocial risk and culture to stakeholder expectations, Joe explains how misunderstanding the social dimension can damage resilience, reputation, and long-term value. With real cases, practical indicators, and clear guidance on what boards should be asking for, this conversation reveals why directors must engage deeply with people, wellbeing, and organisational culture — not just policies. A must-watch for anyone serious about modern governance. Joseph Catanzariti AM is a highly regarded governance expert, Strategic Adviser, Mediator, Arbitrator, and Investigator. He draws on over 40 years of practical legal experience and possesses extensive Board level experience across Australia and internationally. In 2016, Mr Catanzariti was awarded a Member in the Order of Australia AM for significant service to the law, to legal education, to labour and employment relations, and to professional legal bodies. Mr. Catanzariti currently serves as the Chairman of The College of Law Australia (since 2008), a role accompanied by Board Member positions for institutions in the UK and New Zealand. During his tenure as a Director for the Law Council of Australia, his governance oversight included service as a Member of the Corporate Governance Committee and as a Member and Chair of the Audit and Risk Committee. Furthermore, he advises Boards and Companies on crucial matters such as risk management and psychosocial hazards. Before transitioning to advisory roles, he completed an 11-year term as Vice President of the Fair Work Commission. #ESG, #SocialInESG, #CorporateGovernance, #BoardLeadership, #DirectorDuties, #GovernanceBites, #WorkplaceWellbeing, #PsychosocialRisks, #OrganisationalCulture, #BoardReporting, #PeopleAndCulture, #RiskManagement, #GovernanceExpertise, #LeadershipInsights, #DirectorEducation

    30 min
  6. 12/10/2025

    Governance Bites #130: Power cliques on boards, with Dr John Peebles

    Send us a text Uncover the hidden dynamics of corporate boards with Dr John Peebles, an expert with a PhD in governance and extensive experience as a director and executive search specialist. In this episode, Mark Banicevich talks with Dr Peebles about ""Power Cliques on Boards,"" revealing how informal groups control decision-making outside the boardroom. Learn why boards are not seamless units, the shocking prevalence of passive acceptance of agendas, and why transparency and a good process are more important than diversity metrics. Discover the key questions every Chair should be asking and the best governance advice for new directors. Tune in for essential insights into the real power structures governing your business. Dr. John Peebles is a highly experienced board director, governance consultant, and executive search advisor. In 2008, he was named one of the 50 most influential search consultants in the world by Business Week. His extensive board experience includes current roles as Chairman of Premier Lifestyle Villages Limited and past roles as a Director for The Broadcasting Corporation of New Zealand. Dr. Peebles holds a Doctorate in Business and Administration from Massey University. His doctoral research focused on corporate governance, specifically investigating who determines the board's agenda in New Zealand's public companies. He found that directors often passively accept established agenda-setting systems, and his study suggests that competence and transparent boardroom processes are more critical to good governance than factors such as director independence, age, or gender. #PowerCliques, #BoardAgenda, #CorporateGovernance, #BoardofDirectors, #BoardDynamics, #DirectorTips, #BusinessLeadership, #AgendaSetting, #GoodGovernance, #Transparency, #GovernanceBites, #Governance

    21 min
  7. 12/03/2025

    Governance Bites #129: succession in family businesses, with Sandy Kimpton

    Send us a text In this episode of Governance Bites, Mark Banicevich sits down with family governance expert Sandy Kimpton to discuss a crucial topic: what is true intergenerational success? Discover why family governance is about more than just wealth management; it's about developing human capital and preserving your family’s legacy and values. Sandy explains the power of "operating with intentionality", providing practical steps to align family and business. Learn how a long-term family perspective differs from short-term business thinking  and why an independent voice on a family council is essential. Website: https://kimptonandco.co/ Reference: Freakonomics episode #38, The Church of "Scionology", https://open.spotify.com/episode/1yKHPJ2mBeTqxMRIRYddb9 https://freakonomics.com/2011/08/the-church-of-scionology-yuengling-beer-gallery/ Succession can make or break a family legacy. In this episode of Governance Bites, Mark Banicevich sits down with expert Sandy Kimpton, who draws on 30 years of experience within family-owned enterprises. They tackle the tough questions: What makes succession in family firms so different? When should you start planning? And how do you manage the tension between family expectations and business needs?  Discover why clear communication is essential  and learn the one piece of advice that could save your business: “the family business is not the family nursery”. #FamilyBusiness, #SuccessionPlanning, #Governance, #Leadership, #BusinessSuccession, #NextGeneration, #CorporateGovernance, #BoardOfDirectors, #FamilyLegacy, #BusinessStrategy, #Entrepreneurship, #GovernanceBites

    17 min
  8. 11/26/2025

    Governance Bites #128: Strategic thinking on the board, with Tony Dench

    Send us a text In this episode of Governance Bites, Mark Banicevich speaks with Tony Dench about what it really means for boards to think strategically — not just plan strategically. X123 shares practical insights on how directors can lift their thinking beyond operations, keep strategic discussions alive between board meetings, and create energy and focus around long-term opportunities. They explore how chairs can enable deeper conversations, how diversity enriches strategy, and what distinguishes high-performing boards. A must-watch for directors who want to move beyond compliance and drive real strategic impact at the board table. Tony Dench is an experienced board member and chair with a passion for applying governance principles in a practical and pragmatic manner. He has more than 30 years of combined international experience in leadership roles across financial services, accountancy, and law. As a leader, Tony has a proven track record of delivering impressive results through a hands-on, collaborative style that builds trusting relationships based on integrity and empathy. A strong advocate for purpose-driven strategy, he successfully implemented this approach as CEO of SHARE, where profits more than trebled under his leadership. Tony currently holds several governance roles, including Independent Director for Utilities Disputes and SBS Insurance, and serves on the Finance, Audit & Risk Committee for the New Zealand Law Society. #Governance, #BoardsOfDirectors, #BoardStrategy, #StrategicThinking, #CorporateGovernance, #BoardLeadership, #HighPerformingBoards, #GovernanceBites, #BoardroomInsights, #ChairLeadership, #StrategicGovernance, #DirectorDevelopment, #FutureOfLeadership, #BoardEffectiveness, #BoardroomExcellence, #BusinessStrategy, #GovernanceMatters, #LeadershipPodcast, #NZBusiness, #BoardConversations

    18 min

About

Mark Banicevich interviews a series of experts about governance, including company directors, lawyers, executive managers, and governance consultants. Each interview is on a different topic related to governance, tied to the guest's expertise. He also asks interviews for the best governance advice they've received, or they would give to new directors.