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Governance and legislaTION

Governance and legislaTION. Carmichael Centre for Voluntary Groups. Mitchelstown Forum April 14 th , 2012. Facilitated by: Caroline Egan Training and Development Manager. Workshop Agenda. Key responsibilities of the Board Legal responsibilities of company directors and secretaries

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Governance and legislaTION

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  1. Governance and legislaTION Carmichael Centre for Voluntary Groups Mitchelstown Forum April 14th, 2012 Facilitated by: Caroline Egan Training and Development Manager

  2. Workshop Agenda • Key responsibilities of the Board • Legal responsibilities of company directors and secretaries • Effectively using the Memorandum & Articles of Association, the Agenda and Minutes • Differences between employing a person and acting as a scheme sponsor (Tús)

  3. Responsibilities of the Board Provide Direction: • Mission, vision, values • Ensure that there is a plan for the work • Policy positions • Supervise activity

  4. Responsibilities of the Board Safeguard assets: • Look after the people, money, property and reputation of the group

  5. Responsibilities of the Board Be Accountable: • Report to stakeholders • Communicate effectively with stakeholders • Evaluate effectiveness

  6. Responsibilities of the Board NOTE Support available: • www.erb.ie(HR) • www.odce.ie (corporate enforcement) Act Legally: • Health and Safety Legislation • Equality Legislation • Data Protection • Company Law • Employment Legislation • Charity Legislation

  7. Responsibilities of the Board Work in an effective manner: • Clear decision-making • Well run meetings • Abiding by a code of conduct • Planning board recruitment, induction, training and succession

  8. Companies Limited by Guarantee Companies limited by guarantee (legal structure) • Personal liability is limited • The group can employ staff, borrow money and own property in its own name • More bureaucracy and legal responsibilities • Comply with Company Law

  9. Memorandum and Articles of Association Every company must have a written constitution, comprised of two documents: • Memorandum – states the name, main objects clause (principal activity) and the subsidiary objectives of the company (typically wide ranging) • Articles – state the rules for the internal management of the company

  10. Articles of Association Articles cover issues such as: • Minutes • Agenda • Quorum • Delegation of powers to sub-committees • Removal of members

  11. Key Responsibilities of the Company Directors • Company Law – key requirements for board members hand out • Role of the company secretary hand out

  12. Role of the Chairperson • Plan meetings with the Secretary • Keep order at meetings • Encourage contributions / ask questions to clarify • Ensure decisions are made / keep to the point • Summarise decision at the end of agenda item • Make sure decisions are implemented • Represent the organisation externally • Establish clear reporting lines and good working relationships with the senior manager • Lead the Board and set direction for senior manager • Ensure that any work groups/committees are suitably run

  13. Role of the Secretary • Plan meetings with the Chair/staff • Respond to correspondence • Make arrangements for meetings • Prepare and circulate the agenda • Take minutes • Keep contact details of members • The duties of the Company Secretary are specified and available from www.cro.ie

  14. Role of the Treasurer • Present budgets and accounts • Present financial reports • Alert Board to any cash flow problems • Ensure accounting procedures and controls are in place • Liaise with senior manager about financial matters • Advise on financial implications of new projects • Make sure appropriate insurance is taken out

  15. Key issues affecting the operation of the board • Meetings of the Board of Directors • Managing Conflicts of Interest/Loyalties • Maintaining Confidentiality • Working through Sub-committees • Board Membership and makeup • Relationships between board and senior manager (STAFF)

  16. Managing EMPLOYEESSuccessfully 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

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

  18. Managing a tÚs scheme placement Points to consider: • Develop a clear job profile/description • Identify training requirements • Develop a supervision system to manage performance and administration • Ensure health & safety is managed • Maintain attendance records • Adhere to employment law requirements (check with scheme supervisor) • Work effectively with the Tús scheme supervisor

  19. Online Resources • 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 • www.governancecode.ie

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