Mr Sants does draw some interesting conclusions from the financial crisis and he says that “when you analyse those firms that failed during the crisis, one or more of five key indicators were evident:

• a dysfunctional board;
• a domineering CEO;
• key posts held by individuals without the required technical competence;
• inadequate ‘four-eyes’ oversight of risk; and
• an inadequate understanding of the aggregation of risk.”

Mr Sants is primarily looking at financial firms in his review as this is the ambit of the FSA, however these failings could be levelled at a huge number of firms the world over, in many different sectors. Yet it is cheering to see that a regulator is highlighting this as such a key point because in part, one suspects, that were the financial firms lead, other industries will be inclined to follow. Yet, both the importance and limits of a regulators role is well summarised by by Mr Sants:

Good governance and a strong culture are a necessity for maximising the likelihood of the right judgements being made by management. Regulators have a role to play in ensuring that firms have the right governance and culture. But I should stress that it is not for the regulator to determine the culture. Ultimately, however, even a successful regulatory regime will not be sufficient to ensure good outcomes. Crucially, firms need to have an appropriate culture and one which is focused on the firm delivering the right long-term obligations to society. The right cultures are rooted in strong ethical frameworks and the importance of individuals making decisions in relation to principles rather than just short-term commercial considerations. In particular, this means that when a regulator expresses a clear instruction then firms should not continue to resist for reasons of expediency and short-term gain.

Time will tell how much of a change in the approach of the FSA this speech actually leads to but I undoubtedly applaud the sentiment and encourage you to read the full text of the speech if you have time.

This article was written by Nick Lindsay a director of Elemental CoSec. Elemental CoSec provides corporate governance and UK company secretarial services. This article is for informational purposes only and should not be relied upon as specific advice or acted upon without seeking legal advice.

The company has several branches that operate in in distinct geographic regions across several state government boundaries. Labour laws are state-based rather than national and, when attempting to develop a corporate HR and remuneration policy, the board discovered that different branches have different employment practices and wildly different remuneration structures. Branch managers are quite independent and resist any moves that would align operations nationally with the argument that they must be free to respond to local needs.

Nationally the OH&S laws are being revised to bring the state laws into harmony and Kate’s board would like to use this fact to develop some consistency in their HR practices. Kate has been delegated the task of making this happen but doesn’t know where to start. She is aware that, as of now, the national directors could be held personally liable if the OH&S laws are breeched in any of the branches.

What should Kate do?

Many readers of this blog will be familiar with my newsletter The Director’s Dilemma. This newsletter features a real life case study with expert responses containing advice for the protagonist. Many readers of this blog are practicing experts and have valuable advice to offer so, for the first time, we are posting an unpublished case study and inviting YOU to respond.

If you would like to publish your advice on this topic in a global company directors’ newsletter please respond to the dilemma above with approximately 250 words of advice for Kate. Back issues of the newsletter are available at http://www.mclellan.com.au/newsletter.html where you can check out the format and quality.

The newsletters will be compiled into a book. If your advice relates to a legal jurisdiction, the readers will be sophisticated enough to extract the underlying principles and seek detailed legal advice in their own jurisdiction. The first volume of newsletters is published and available at http://www.amazon.com/Dilemmas-Practical-Studies-Company-Directors/dp/1449921965/ref=sr_1_1?ie=UTF8&qid=1321912637&sr=8-1

What would you advise?

Julie Garland-McLellan has been internationally acclaimed as a leading expert on board governance. See her website at www.mclellan.com.au or visit her author page at http://www.amazon.com/Julie-Garland-McLellan/e/B003A3KPUO

A company can fulfil all the requirements of its relevant code(s) and not embrace the fundamentals of corporate governance and, more importantly, a company can deviate from its relevant code(s), but still have a sound approach to corporate governance at its heart. It is the second of these scenarios that I’m going to look at here.

Despite not being a tick box exercise, the various codes of governance across the world are there for a reason; because they provide a sound framework from which to run a corporate governance regime. They also give a benchmark from which the company’s stakeholders, directors and company secretary can judge the performance of the company.

In the UK, the main code is the UK Corporate Governance Code (in this article, the “Code”) but there are various other guidelines and codes that UK listed companies should bear in mind. These include the guidelines of various institutional shareholder bodies such as the Association of British Insurers and the National Association of Pension Funds.

What all of these rules have in common is that they are not mandatory. They are guidelines that applicable companies will look to adopt but are free to deviate from if they feel that such deviation is in the interests of the company. The Code itself differentiates between the Main Principles, which are mandatory, and the supporting provisions which can be deviated from if good governance can be achieved in other ways:

“A condition of [deviation] is that the reasons for it should be explained clearly and carefully to shareholders, who may wish to discuss the position with the company and whose voting intentions may be influenced as a result. In providing an explanation, the company should aim to illustrate how its actual practices are both consistent with the principle to which the particular provision relates and contributes to good governance.” – UK Corporate Governance Code 2010

Yet, for a minority of companies, this option to explain deviations from the Code has been utilised without due regard to the above principle or the concerns of shareholders. Many explanations given by companies are substantial and useful to shareholders, yet a few are brief and dismissive. This has caused some concern and has led the Financial Reporting Council (the governing body of the Code) to carry out a discussion with relevant directors and company secretaries and to report on what constitutes a proper explanation under the Code.

In the words of the report:

[An explanation should be] full and include reference to context and coherent rationale. They should explain how the company is fulfilling the relevant principle of the Code and also whether deviation from its provisions is time limited. Ideally explanations should be sufficiently full to meet the needs of those shareholders who could not simply call up the company and ask for information, but larger shareholders also saw them as the foundation for further dialogue that should engender trust.

Even the best explanations though, are often considered to merely counter the deviation from the Code. Providers of company secretarial services often feel that a company that deviates from the Code and provides a good explanation should still only be considered on a par (form a corporate governance perspective) from one that has followed the provision.

Arguably this goes against the idea that corporate governance is not just a tick box exercise. If done properly, limited deviations from the Code, coupled with full and complete explanations can show that the company is truly considering and embracing good corporate governance and this should be encouraged rather than criticised.

Nick Lindsay is a UK corporate lawyer and director of Elemental CoSec, a provider of company secretarial services. This article is for informational purposes only and should not be relied upon as specific advice or acted upon without seeking legal advice.

He is concerned because the board meetings are all taken up with historical reports and endless discussions of ‘who did what’ and how it affected performance. There has been no forward-looking or externally generated information presented to the board in all the months he has been a member.

James knows that good boards operate at a strategic level and that his industry is changing rapidly with new technology and impending legislative changes. He has attempted to raise the issue with his uncle, who is now the company chairman, but got brushed off with the statement that none of the other directors were complaining.

What should James do?

Many readers of this blog will be familiar with my newsletter The Director’s Dilemma. This newsletter features a real life case study with expert responses containing advice for the protagonist. Many readers of this blog are practicing experts and have valuable advice to offer so, for the first time, we are posting an unpublished case study and inviting YOU to respond.

If you would like to publish your advice on this topic in a global company directors’ newsletter please respond to the dilemma above with approximately 250 words of advice for Graham. Back issues of the newsletter are available at http://www.mclellan.com.au/newsletter.html where you can check out the format and quality.

The newsletters will be compiled into a book. If your advice relates to a legal jurisdiction, the readers will be sophisticated enough to extract the underlying principles and seek detailed legal advice in their own jurisdiction. The first volume of newsletters is published and available at http://www.amazon.com/Dilemmas-Practical-Studies-Company-Directors/dp/1449921965/ref=sr_1_1?ie=UTF8&qid=1321912637&sr=8-1

What would you advise?

Julie Garland-McLellan has been internationally acclaimed as a leading expert on board governance. See her website at www.mclellan.com.au or visit her author page at http://www.amazon.com/Julie-Garland-McLellan/e/B003A3KPUO

Background

In 2010, women made up only 12.5% of the directorships of FTSE 100 companies in the UK (see Women on Boards, The Davies Report, February 2011) and in 2008 women held only 12% of the directorships in the S&P 1500 (see RiskMetrics Group, Inc., “Board Practices: Trends in Board Structure at S&P 1,500 Companies”).

These low numbers are not through lack of initiatives from campaigners, governments and even the companies themselves. For example:

• Norway has introduced a mandatory quota for their biggest companies;
• following the Davies Report, there are new measures being introduced in the UK around diversity; the UK Corporate Governance Code is being amended to require companies to set out their diversity policy and the UK government is introducing new legislation requiring quoted companies to report on the number of women in senior executive roles; and
• the SEC in the US has introduced a rule requiring corporations to disclose, inter alia, whether a nomination committee considers diversity in identifying nominees for director and, if so, how they consider diversity in this respect.

These and other changes are beginning to increase the number of women in boardrooms around the world but the change is occurring at a slow rate. This rate of change does make it worthwhile re-considering the rationale for increasing gender diversity in boardrooms as the current approach does not seem to be achieving the results that are expected.

Economic vs Social Rationale

Historically, gender diversity advocates relied primarily on moral arguments to persuade companies to change their recruitment policy towards women. However, in recent years, the argument has shifted with advocates pointing to studies that show that the share prices of companies with more diverse boards outperform companies with less diverse boards. The feeling is that hard-nosed shareholders, and the directors who owe a fiduciary duty to these shareholders, will be more receptive to economic rather than social or moral arguments.

This view has been readily adopted, not just by activists, but by the mainstream media and governments. Lord Davies in the UK said that “The business case for increasing the number of women on corporate boards is clear…… Evidence suggests that companies with a strong female representation at board and top management level perform better than those without and that gender-diverse boards have a positive impact on performance”. This is fairly representative of the argument being put forward at the moment.

This argument has its limits though and, perhaps, could be contributing to the slow rate of change. In her excellent paper, ‘Revisiting Justifications for Board Diversity’, Lisa Fairfax reviews the various empirical studies around the financial performance of companies with more diverse boards. She reviewed numerous studies that did support the economic case for gender diversity, but there were also studies that found no link or even showed a negative link between gender diversity and the economic performance. These are often overlooked or dismissed in discussions around this subject but are equally important.

Overall Ms Fairfax felt that “the empirical results provide at least some support for the proposition that board diversity may lead to increased firm value or improved corporate governance under certain conditions.” However, for me, the biggest question is over causation. Do the best performing companies naturally attract and support diverse boards or do diverse boards lead companies to perform better. This question has never been properly addressed in the empirical studies and it would be very difficult to do so.

The lack of clear evidence means that that economic argument for board diversity is weak at best. This may be a slightly controversial statement to make but I think it is important to put it forward as the reliance on the economic argument may actually be hindering the cause of gender diversity. The doubts over the link between economic performance and gender diversity are probably shared by many shareholders and boards of listed companies. If this is the main argument being put forward in support of gender diversity, it is one that can be ignored by these groups with impunity. After all, if the main rationale is the economic benefit, then the shareholders are the only ones to suffer if they are wrong.

On the other hand, many corporate governance developments over the years have not been supported by economic arguments and instead have won through by other means. For example, it is now an accepted position that strong independent directors are essential to good corporate governance. Yet there is relatively little empirical evidence of a positive effect on the value of a company from strong independent directors. It is assumed, but not proved.

It is widely accepted, and a view I share, that improved diversity in the board room (both in terms of gender diversity and other forms of diversity) is a good thing. It is a good thing from the perspective of society and also for the health and state of our companies. As is the case with independent directors, I believe it makes companies better prepared to deal with long term risks (by discouraging tunnel vision) which are rarely reflected in the share price until they happen.

I believe though that the focus on the business case for improving diversity may be harming this cause and advocates should present the wider argument rather than pushing the economic angle so much and hoping that the market will do the rest.

Nick Lindsay is a director of Elemental CoSec a provider of company secretarial services and corporate governance advice in the UK. This article is for informational purposes only and should not be relied upon as specific advice or acted upon without seeking specific legal advice.

1. Don’t be daunted. Presenting to the board is an important and onerous task. If someone has recommended you to make a presentation in the board room they have done so because they believe that you have what it takes to make a good presentation. Boards are important. Nobody is going to recommend a poor presenter, or presentation by somebody who has insufficient knowledge of the topic. To do so would reflect badly on them far more so than on you.
2. Be prepared. Understand why the board wants your presentation. Do they need background information on a topic, or a report on progress, or is there a decision which the board must make. If you understand what your presentation is expected to achieve you will be able to develop your presentation so that it does achieve that.
3. Understand what boards do. The board is the ultimate decision making forum within any organisation. Individual board members have very little power but the board as a whole, acting in consensus, is empowered to perform or delegate all of the business of the organisation. The board should act on behalf of the shareholders. The aim of the board is to enhance shareholder wealth or, in a not-for-profit organisation, to ensure that the organisation does what the people who founded it wished it to do. Make sure that your presentation helps the board to fulfil its aims.
4. Understand how boards work. Because boards work as a team, rather than as a group of individuals, it is important that they discuss issues thoroughly and form a group decision. When presenting to a board, even if you are giving them background information, your aim should always be to enable the board members to have a good discussion of the topic and reach their own understanding and form a basis the future decision-making.
5. Understand board protocol. It is normal in most boardrooms for all information to flow to the board under the direction of the chairman. You can expect that experienced board members will address their questions to you through the chairman. The chairman will also manage the amount of time that the board can dedicate to anyone agenda item, and may ask you to spend more on less time on your presentation than previously envisaged depending on the amount of time the board has already spent on other issues. It is wise to enter the boardroom with the ability to present at least 20% more than you planned to present, but without an additional 20% more slides. You should also be able to achieve your objective even if your time is cut by 20%.
6. Allow the board to prepare thoroughly. Boards need to discuss the information presented, and to do that they need to understand it. Try to provide a background paper or briefing report which can go to the board with the agenda and other meeting papers so that the directors are “up to speed” before you present.
7. Discuss rather than present. Boards sit through a lot of presentations. Rather than subject them to yet another presentation, try to summarise very briefly the information you have provided beforehand, and then facilitate a discussion with the board members. They will be much happier that the things they say them with anything you can say.
8. Provide good quality information. Boards need information that is relevant, in perspective, timely provided an appropriate frequent intervals, and reliable consistent coherent and easily comparable with other data, and above all, clear and easily understood. Be sure to name your sources, quote references, and alert the board to any inconsistencies between different data sets that you might have incorporated into your information.
9. Set the content at an appropriate level. What goes into a report depends upon what the board already know, how important this report is to the board, whether the report is in a written or verbal form, any supporting information, etc. Do not gloss over the risks involved. Boards need to understand the worst possible outcome, the most likely outcome, and the best possible outcome in order to make an appropriate decision having full awareness of the risks involved.

10.  Be punctual and polite. Board members are important people, they should not be kept waiting. Be sure to attend the meeting a few minutes before your appointed time and to allocate sufficient time so that if the board is running late you do not have to rush your presentation or leave before the board has finished the discussion. Remember that manners are important and that people will respect you if you respect them. Please and thank you are the two most important words in your presentation. If a board member interrupts interjects, rather than react to their rudeness show your good manners, and pause politely to listen to their comment and deal with it before moving on.

Of course, you must also be a polished presenter. These tips do not obviate the need for expertise in presenting. They add to you presentation skills and allow you to take them to the most important and discerning corporate audience, the board.

______________________________________
Julie Garland-McLellan has been internationally acclaimed as a leading expert on board governance. See her website and LinkedIn profiles, and get her books Dilemmas, Dilemmas: Practical Case Studies for Company Directors and Presenting to Boards.

In recent years, executive remuneration has moved from its traditional ambit of corporate governance circles and company secretary forums to the public eye. In the UK, the last six months, has seen a particular focus on what many in the media see as ‘excessive executive pay’.

At the end of January 2012, Stephen Hester the chief executive of the Royal Bank of Scotland (RBS) was forced to waive his bonus of nearly £1 million in shares. This was shortly followed by Fred Godwin (the former boss of RBS) being stripped of his knighthood following controversy over his remuneration.

RBS is a special case as it is majority owned by the UK government (having been bailed out), but criticism over executive pay in general is rife. This culminated in the UK government announcing various measures that they hoped would curb executive pay going forward. The UK government is currently consulting on most of these but the framework is clear enough and I suspect the similar measures will be adopted in many other Western countries to the extent they haven’t already.

Proposed UK Measures on Executive Remuneration

1.       Greater transparency over remuneration reports:

The UK government wants to mandate a standardised form for remuneration reports with the aim of making them simpler and easier to understand. There will be one section setting out the company’s future remuneration policy for executives and a second section setting out how the previous year’s pay policy was implemented.

The government also wants a single number included in the report for how much each executive was paid in the previous year and what the maximum is that they could be paid in the following year. However, this will lead to the difficult question of how to value long term share options and similar forms of remuneration. Presumably a standard method of valuation will be required but we have yet to receive any information on this.

2.       Forward looking binding vote on pay policy:

UK shareholders will get a binding vote on the pay policy for the upcoming year. What is unclear is what level of approval will be required to pass the vote (50% or 75%) and what happens to the executives’ pay if the vote is lost.

3.       Backward looking advisory vote on pay policy:

Similar to the current situation in the UK, shareholders will have an advisory vote on the implementation of the previous year’s pay policy. A binding vote was considered but rejected because of the legal issues if the vote was lost.

4.       Director’s notice periods greater than one year:

In line with the current UK Corporate Governance Code, shareholders will get a vote on any notice period for a director greater than one year which, in practice, is likely lead to any such notice periods disappearing.

5.       Exit payments:

Shareholders will get a vote on any exit payments greater than one year’s basic salary or the minimum contractual amount (whichever is the greater). This is meant to stop, so called, rewards for failure but could lead to some interesting votes as one years’ basic salary can (relatively speaking) be quite low when a large part of an executive’s remuneration is often made up of performance related pay.

6.       Ban on Executives servicing on Remuneration Committees:

Although it is a relatively rare practice, there will be a ban on serving executives of one FTSE company sitting on the remuneration committee of another FTSE company. This is to stop the perceived conflict of interest that could arise from this situation.

7.       Remuneration Consultants:

Companies will have to disclose details around any remuneration consultants they use which will probably include, how they are appointed, to whom they report and whom they advise and their fees.

8.       Clawback provisions:

The government has asked the Financial Reporting Council (the body responsible for the UK Corporate Governance Code) to consult on introducing provisions in the Code mandating companies to have claw back provisions for directors pay. Presumably this will be for the performance related parts of a director’s pay if the long term performance of the company doesn’t meet expectations.

The UK government is also supporting a new institution called the High Pay Centre which is a (non-governmental) body set up to monitor executive pay and evaluate if these provisions are making any difference.

Conclusion

I suspect that these proposals will make some minor differences, especially around exit payments for leaving directors which often cause the greatest media controversy. They will also lead to some interesting headlines when companies publish a total figure for the remuneration awarded to the top executives.

However, in the majority of cases the main driver of executive pay is not corporate governance or lack of shareholder oversight, it’s the global market. Until this starts to change, executive pay will, broadly, keep operating as it has done recently.

This article has been provided by Elemental CoSec for informational purposes only and should not be relied upon as specific advice or acted upon without seeking specific legal advice.

The company is now raising capital for a contentious project and, at a recent investment roadshow, the Chairman had to be forcefully removed from the room by the company’s broker because he was slurring his speech and talking nonsense. The broker is very angry that he has been made to look bad in front of his potential investors.

The board called a meeting without the Chairman at which the directors resolved to ask the Chairman to account for his behaviour and undertake either resign or cease drinking. However, when the audit committee Chair spoke with the Chairman he explained that he had been unwell and one small glass of wine which reacted with his medication to cause the incident. The Chairman refused to resign or to make any commitment to curb his drinking.

The remaining board members have, again, met without the Chairman present. They are unable to agree on how to proceed. Some want to express a vote of no confidence and seek shareholder support for removing the Chairman; others take a more lenient stance.

What should Ingrid do?

Many readers of this blog will be familiar with my newsletter The Director’s Dilemma. This newsletter features a real life case study with expert responses containing advice for the protagonist. Many readers of this blog are practicing experts and have valuable advice to offer so, for the first time, we are posting an unpublished case study and inviting YOU to respond.

If you would like to publish your advice on this topic in a global company directors’ newsletter please respond to the dilemma above with approximately 250 words of advice for Graham. Back issues of the newsletter are available at http://www.mclellan.com.au/newsletter.html where you can check out the format and quality.

The newsletters will be compiled into a book. If your advice relates to a legal jurisdiction, the readers will be sophisticated enough to extract the underlying principles and seek detailed legal advice in their own jurisdiction. The first volume of newsletters is published and available at http://www.amazon.com/Dilemmas-Practical-Studies-Company-Directors/dp/1449921965/ref=sr_1_1?ie=UTF8&qid=1321912637&sr=8-1

What would you advise?

Julie Garland-McLellan has been internationally acclaimed as a leading expert on board governance. See her website at www.mclellan.com.au or visit her author page at http://www.amazon.com/Julie-Garland-McLellan/e/B003A3KPUO

Here are some tips to help your board to value substance over form and to perform under pressure:

1. Expect the unexpected! Plans made before the crisis or in its early stages may need to be changed. A good way to stay alert to changed requirements is to note and review the assumptions on which each plan was based. Then if a key assumption changes (such as the exchange rate) the plan can be reviewed to see if any change is required. False assumptions are a risky basis for a plan.
2. Watch your people. Uncertainty is unsettling and astute competitors may use this crisis to remove under-performing team members from their employ and entice your best people to replace them. Tell your staff that they are valued and that you will fight to retain them. Unless, of course, they are under performing. In that case, it might be time to review commitments.
3. Understand your business and the key drivers of value creation in it. Be particularly aware of any changes that may threaten a previously unassailable competitive advantage. You may need to delve deeper into the operational aspects of the business than you did in the past.
4. Watch your cash flow. Do not let customers and suppliers use you to subsidise their working capital. Be particularly alert to changes in payment schedules. They could be the first warnings of future defaults. You may find that you can no longer project your cashflow reliably into the future. That is a problem but will only become acute if you cannot cover your obligations as they fall due. Be sure that you are not trading whilst insolvent.
5. Secure your funding. Now is not the time for a capital deficit. Be sure that you have sufficient capital. This is not the best of times for capital raising, but it is an even worse time to be undercapitalised. Expensive and hard-earned capital is better than no capital.
6. Revalue your assets. What are they really worth now? Will future cash-flows justify their carrying values on the books? Again, you may need to dig into detail that was previously left to management.
7. Revisit tip 2 (above). What will be the costs associated with any redundancies? How will these affect cash-flows? What bonuses and other payments (such as long service leave) might impact your cash-flow projections?
8. Talk to your shareholders, donors and/or members. It doesn’t matter if you are a large listed corporation, a family business, a non-profit or something else. These stakeholders will be concerned about the effect of the crisis on their company and you have a duty to keep them well informed.
9. Reassess your board. Is it capable of governing through this crisis? Are additional skills needed? How can you improve the board’s performance?

10.  Revisit your risk management. Things have changed and you must ensure that new risks are identified and plans put in place to manage these. Keep your risk register as current as possible and be sure that appropriate powers for dealing with risks (and opportunities) have been delegated to the right people.

Whilst these are difficult times for all organisations the true test of good governance is that it will help to establish better performance over the long run and to ensue survival in the short term. Here’s hoping that YOUR governance meets that test; good luck!

______________________________________
Julie Garland-McLellan has been internationally acclaimed as a leading expert on board governance. See her website and LinkedIn profiles, and get her books Dilemmas, Dilemmas: Practical Case Studies for Company Directors and Presenting to Boards.

Due diligence shows that the company is profitable (making a small but comfortable surplus every year) and has some funds banked to tide it through any tough times that may arise. The staff are paid reasonable salaries and the CEO earns well but is not over-rewarded. Clients appreciate the CEO’s expertise and the forward bookings are healthy.

On the down side – there is nobody apart from the CEO with any real profile or expertise and most clients specifically request the CEO deliver their programs. Staff seem to join for the experience of working with the CEO and leave after a few years. Board members also seem to churn rather more than normal for a healthy company. A former board member told Herman that she felt her time on the board was un productive as there was nothing to do since the CEO had it all under control.

The CEO is 67 and Herman is concerned that there is no succession plan or viable business without her.

What should Herman do?

If you would like to publish your advice on this topic in a global company directors’ newsletter please respond to the dilemma above with approximately 250 words of advice for Herman. Back issues of the newsletter are available at http://www.mclellan.com.au/newsletter.html (see link below) where you can check out the format and quality.
The newsletters will be compiled into a book. If your advice relates to a legal jurisdiction, the readers will be sophisticated enough to extract the underlying principles and seek detailed legal advice in their own jurisdiction.

The first volume of newsletters is published and available athttp://www.amazon.com/Dilemmas-Practical-Studies-Company-Directors/dp/1449921965/ref=sr_1_1?ie=UTF8&qid=1321912637&sr=8-1

What would you advise?

________________________________

Julie Garland-McLellan has been internationally acclaimed as a leading expert on board governance. See her website at www.mclellan.com.au or visit her author page at http://www.amazon.com/Julie-Garland-McLellan/e/B003A3KPUO