Facilitated by:

Good Governance

Pobal Training Initiative

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

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

What is Good Governance?

Reference section 1 of your Managing Better ToolkitPg 7 -10

What does good governance mean to different groups of

stakeholders?

- board members- employees

- funders- donors

-beneficiaries

1. Providing Leadership for the Organisation:

Purpose, Vision, ValuesPlanningAccountability

Principles of Good Governance

2. Exercising Control over the Organisation

Regulatory Compliance Financial and

Management ControlManaging Risk

Principles of Good Governance

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

4. Working Effectively

Clear roles, responsibilities and delegated decision-making responsibility

Effective board meetingsBoard development,

recruitment and retirement processes

Principles of Good Governance

5. Behave with Integrity

Honesty, Fairness and Independence

Conflicts of interest/loyalties

Reputation of Organisation

Principles of Good Governance

provide Leadershipdevelop, own and review Strategy

Vision, Mission, High Level Goals, Objectivesensure adequate resources are providedprovide policies to govern operational activitydelegate delivery of Strategy to CEOensure reporting framework set for CEOensure compliance with legal obligationsassess Risk and ensure it is managedhold CEO to account in relation to delivery of strategybe, and be seen to be, accountable to stakeholders

The Board Remains Responsible! (no delegation of responsibility)

Governance at a Glance!

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

Directors

Reference sections 2, 3, 4, (pg 11-28) 6

and 7 (pg 38 – 44) of your Managing Better Toolkit

• 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

Managing Staff Successfully

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

• 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

Health and Safety Issues

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.

8 Rules of Data Protection

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

Working in groups, identify the key issues you believe affect the operation of the board

Managing the Operation of the

Board

Reference sections 5 (pg 29 – 37) and 9

(pg 48 – 98) of your Managing Better

Toolkit

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

Board

Common Issues

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-

ordinator

Reference section 5 (pg 29 – 37) of your

Managing Better Toolkit

governance and management

…are distinct yet overlapping

Governance:

Board/ChairManagement

Manager/Co-ordinator

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

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

Governance Training

Summary Checklist 1

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 Training

Summary Checklist 2

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?

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

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