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Good Governance

Pobal Training Initiative . Good Governance. Facilitated by:. Using the “Managing Better” Toolkit Principles of Good Governance Key Responsibilities of the Company Secretary Overview of the Legal Requirements of Company Directors Managing the Operation of the Board

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Good Governance

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  1. Pobal Training Initiative Good Governance Facilitated by:

  2. Using the “Managing Better” Toolkit • Principles of Good Governance • Key Responsibilities of the Company Secretary • Overview of the Legal Requirements of Company Directors • Managing the Operation of the Board • Evaluating Governance in the Organisation and Identifying Follow-up Actions Agenda

  3. Reference Guide Covers: - Legal Structures and Status • Companies • Board of Directors • Operation of the Board • Relevant Legislation • Template Documents • References and Sources of Support Using the Managing Better Toolkit

  4. What is Good Governance? Reference section 1 of your Managing Better Toolkit Pg 7 -10 What does good governance mean to different groups of stakeholders?- board members- employees- funders- donors-beneficiaries

  5. 1. Providing Leadership for the Organisation: • Purpose, Vision, Values • Planning • Accountability Principles of Good Governance

  6. 2. Exercising Control over the Organisation • Regulatory Compliance • Financial and Management Control • Managing Risk Principles of Good Governance

  7. 3. Being Transparent and Accountable • Communication with Stakeholders • Responding to work and governance related queries • Enabling engagement in planning and decision-making Principles of Good Governance

  8. 4. Working Effectively • Clear roles, responsibilities and delegated decision-making responsibility • Effective board meetings • Board development, recruitment and retirement processes Principles of Good Governance

  9. 5. Behave with Integrity • Honesty, Fairness and Independence • Conflicts of interest/loyalties • Reputation of Organisation Principles of Good Governance

  10. provide Leadership develop, own and review Strategy Vision, Mission, High Level Goals, Objectives ensure adequate resources are provided provide policies to govern operational activity delegate deliveryof Strategy to CEO ensure reporting framework set for CEO ensure compliance with legal obligations assess Risk and ensure it is managed hold CEO to account in relation to delivery of strategy be, and be seen to be, accountable to stakeholders The Board Remains Responsible! (no delegation of responsibility) Governance at a Glance!

  11. True or False – you decide! • Responsibilities of company directors and secretaries (hand out) • What directors need to know about: • Charities Act 2009 • Health and Safety • Employment Law • Equality • Data Protection Responsibilities of Company DirectorsReference sections 2, 3, 4, (pg 11-28) 6 and 7 (pg 38 – 44) of your Managing Better Toolkit

  12. Disciplinary • Grievance • Bullying & Harassment • Equal Opportunities • Data Protection • Maternity Leave • Parental Leave • Adoptive Leave • Carer’s Leave • Emergency Family Leave • Health & Safety Employment Law – Minimum Policies Required

  13. The Steps: • Getting the job right • Selecting the right person • Getting the formalities right (reporting, giving direction and feedback) • Getting the relationship right • Getting the induction right • Making sure everyone is in support • Growing the organisation Managing Staff Successfully

  14. a Charities Regulatory Authority • a register of charities - all charities operating in the state must register • a definition of charitable purposes • annual activity/financial reporting by charities • new legal requirements for fund-raising + a Statement of Guiding Principles for fundraising Charities Act 2009

  15. Under the 2005 Safety, Health and Welfare at Work Act, responsibility is placed directly on those in charge in the workplace. = Boards are responsible for good corporate governance, setting objectives and targets and taking strategic decisions on all business issues including health & safety management. = Regular day-to-day management, control and direction of the organisation is the responsibility of the manager and his/her team. Health and Safety Issues

  16. You must… • Obtain and process the information fairly • Keep it only for one or more specified and lawful purposes • Process it only in ways compatible with the purposes for which it was given to you initially • Keep it safe and secure • Keep it accurate and up-to-date • Ensure that it is adequate, relevant and not excessive • Retain it no longer than is necessary for the specified purpose or purposes • Give a copy of his/her personal data to any individual, on request 8 Rules of Data Protection

  17. Working in groups, identify the key issues you believe affect the operation of the board Managing the Operation of the BoardReference sections 5 (pg 29 – 37) and 9 (pg 48 – 98) of your Managing Better Toolkit

  18. Purpose of the Memorandum and Articles of Association • Using the agenda and board meeting minutes effectively • Running effective board meetings • Working with sub-committees • Running an Annual General Meeting • Using a Code of Conduct for board meetings • Managing Conflicts of Interest • Planning board member succession Managing the Operation of the BoardCommon Issues

  19. Working in groups, identify typical situations or scenarios that can challenge the relationship between the Chairperson and Chief Executive/Manager Managing the Relationship between the Chairperson and Manager/Co-ordinatorReference section 5 (pg 29 – 37) of your Managing Better Toolkit

  20. governance and management …are distinct yet overlapping Governance: Board/Chair Management Manager/Co-ordinator

  21. Key elements of a successful relationship: • Appropriate communication, support and appraisal • Mutual respect • Agreed roles and responsibilities Managing the Relationship between the Chairperson and Manager/Co-ordinator

  22. Use the implementation Guidelines outlined in the Governance Code to help you. Available at http://www.governancecode.ie • Having read the governance implementation guidelines, identify the priority actions you need to address Evaluating Governance in the Organisation and Identifying Follow-up Actions

  23. Is there clarity about the governing body? • Is there a focus on long-term direction? • Are boundaries between governors and management/operations clear? • Does your governing body adhere to the main principles of governance above? • Do your governing body members understand their role? • Can you identify your internal/external stakeholders? • Do you know what your stakeholders expect? Governance TrainingSummary Checklist 1

  24. Are your organisation’s existing structures and processes still valid? • Do you have an up to date strategic plan? • Do you have processes to manage risk? • Does your governing body understand the long-term financial position? • Do you have plans for recruiting and renewing your board and are directors’ skills appropriate? • Do you have a plan to develop your directors? • Do you have a board handbook / code-of-practice? Governance TrainingSummary Checklist 2

  25. www.pobal.ie • www.wheel.ie • www.carmichaelcentre.ie • www.erb.ie • www.odce.ie • www.cro.ie • www.revenue.ie • www.employmentrights.ie • www.equality.ie • www.hsa.ie • www.lrc.ie • www.ictr.ie • www.boardmatchireland.ie Online Resources

  26. Reference sections 8 (pg 45 – 47) , 10 and 11 (pg 99) of your Managing Better Toolkit to find supplementary information, references, links and sources of support Further Supporting Materials

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