The Code of Good Governance

Governance Health Check

Source: http://www.diycommitteeguide.org/resource/governance-health-check

Published October 2010Preface

The Charity Commission for Northern Ireland welcomes this helpful new self-assessment tool to promote good governance within the voluntary and community sector.

I am very keen to encourage local Management Committees and Boards to treat their governance responsibilities seriously and to continuously review their obligations and their capacity. This self-assessment tool provides a helpful step-by-step guide to doing just that by analysing the key principles in the Code of Good Governance.

The Charity Commission’s approach to regulating the charitable sector in Northern Ireland will be to encourage good practice and compliance in the effective management of charities. The Commission intends to do this partly through working in partnership with others like the Developing Governance Group to deliver information and advice. This, the Commission anticipates, will help to avoid costly investigations or the need to give formal directions when things go wrong. Commissioners want to encourage and facilitate better administration of charities so that things go right in the majority of cases, rather than waiting until problems occur.

Together with my fellow Commissioners, I hope to continue working closely with the local charitable sector in the coming years as we implement the Charities Act (NI) 2008. This will present many challenges for us all but I am confident that working together we can achieve our common aims of better governance and accountability.

Tom McGrathChief Commissioner, Charity Commission for NI

2

Good Governance – A Health Check

Introduction

The Code of Good Governance sets out seven principles and practices of good governance for voluntary and community organisations. Launched in 2008 by the Developing Governance Group, it has been widely accepted as the Governance Code for all voluntary and community organisations.

This governance health check is a self assessment tool which has been devised by the Developing Governance Group as a practical resource to assist committees/boards to work towards adhering to the principles of the Code. It should help committees/boards of any size to demonstrate their good governance practices to their stakeholders, beneficiaries and funders alike.

Using the governance health check

Although it should not be overly burdensome, it is strongly recommended that an appropriate amount of time is set aside for the committee/board to use this tool. For example, a whole meeting could be dedicated to completing the questionnaire. It would also be beneficial to appoint at least one committee/board member to lead the process of ensuring the actions are carried forward including organising any training identified.

When the governance health check is being filled out, committee/board members should be mindful that it is an internal document for their organisation and should not feel inhibited about answering the questions honestly. The aim of the questionnaire is to help committees/boards to review their governance arrangements, check that they have appropriate systems in place and identify areas where they could improve. It is a best practice tool - it is not mandatory.

When you are completing this self assessment tool it is important to consider the evidence to back up where you feel you are on the scale between not met, partially met and fully met:

3

• Fully Met: You are confident that the procedure is actively in place and you have the evidence to support it • Partially Met: You partly carry out the practice or the practice needs adapting or improving and you have some evidence to

support it• Not met: You do not carry out the practice and you have little or no evidence

You can then list the practices in the column entitled ‘our evidence’. A list of examples under the ‘suggested evidence’ section has been included to be used as a prompt. Please note that this is not an exhaustive list as it is recognised that different organisations, depending on their activities and beneficiaries, will be subject to various regulations and will therefore need to provide additional evidence to certain questions.

Once weaknesses or areas requiring improvement have been identified, the ‘actions’ box at the end of the questions under each principle should be filled out. Additional guidance and a range of practical resources are linked into each of the seven governance principles, available to download from www.diycommitteeguide.org which will assist the committee/board to implement the identified actions.

4

5

Good Governance – A Health Check

Principle 1: Leadership

The key principle: leadership is one of the key roles of any management committee/board. Every voluntary and community organisation should be led and controlled by a management committee/board which ensures delivery of its objects, sets its strategic direction and upholds its values.

Leadership Not Met

PartiallyMet

Fully Met

Our Evidence Suggested Evidence

Are the activities of the organisation in line with the objects/purposes laid out in your constitution/articles/deed?

Review service offeredNeeds assessmentSatisfaction surveysAwareness of governing documentCommittee induction

Does the organisation have a long term plan?

Strategic PlanBusiness plans

Does the organisation have an annual work plan?

Operational planWork plansService level agreements

What procedures are in place to help the committee regularly monitor and evaluate the work of the organisation?

Staff and/or volunteer reports.Reports to fundersFinancial reporting against budget. Ongoing monitoring systems

Is the committee clear about who the beneficiaries and stakeholders are?

Records of service usersRegister of MembersFundersStatutory bodiesGoverning document

6

Actions required to adhere to Principle 1

7

Principle 2: Responsibilities, legal requirements and obligations

The key principle: the management committee/board members are equally responsible in law for committee/board actions and decisions. They are collectively responsible and accountable for ensuring that the organisation is performing well, is solvent and complies with all its obligations.

Responsibilities, legal requirements and obligations

Not Met

PartiallyMet

Fully Met

Our evidence SuggestedEvidence

Have the rules outlined in the governing document been followed in relation to:- election of committee/ board?- co-option of new trustees?- annual general meeting?- quorum for meetings?- admission of members?

Constitution Articles of associationTrust DeedRulesBye lawsStanding ordersProcedures at AGMMinutes

Have you reviewed your governing document in the last three years?

Minutes of general meetingsSpecial resolutions Date of adoption on Governing document

How do you identify whether or not progress is being made against agreed plans?

Organisation plansAction plansStaff and volunteer reports and supervisionReviewed, updated policiesMinutes of meetingsMonitoring and evaluation

8

Responsibilities, legal requirements and obligations Not

Met

PartiallyMet

Fully Met

Our Evidence Suggested Evidence

Are you aware of your duty of care to employees, volunteers, service users in terms of health and safety?

Health and Safety Policy and noticesFire and Health and Safety Risk assessmentsFire alarms, extinguishers, Accident book Insurance policiesFirst AidPolicies and procedures in line with good practice and legislation

Are you aware of the legal and compliance obligations of the organisation?

Letters of offerInsuranceContracts of EmploymentLeasing agreementsEqual opportunities policyChild protection and vulnerable adult policyCharity lawCompany law and administration requirementsOther

Do you recognise, promote and value equality and diversity?

Equal opportunity policyIn the makeup of your committee, staff, volunteers, beneficiariesTraining

9

Responsibilities, legal requirements and obligations

Not Met

PartiallyMet

Fully Met

Our Evidence Suggested Evidence

Have you got appropriate financial systems in place?

BudgetCash bookCheque JournalLedgerManagement accountsApproved written financial proceduresSegregation of dutiesRequired cheque signatoriesBank reconciliations

Is the financial reporting to the committee clear, transparent, readily understood by all committee members at each meeting?

Agenda of meetingsTreasurer inputManagement accountsIncome and Expenditure sheetAdequate guidance/mentoring

Are your annual accounts externally examined?

Full auditPartial audit (accountant’s report)Independent examination

Do you know who your full members are?

Register of members

If you have premises and other assets, are they used and maintained effectively?

RepairsFire SecurityRenewalSustainabilityUsed fully for the beneficiaries

10

Responsibilities, legal requirements and obligations

Not Met

PartiallyMet

Fully Met

Our Evidence Suggested Evidence

Does the committee consider risks (uncertainties, threats), both short-term and long-term, in all aspects of the organisation’s work?

GovernanceOperationalFinancial External CompliancePeople Staff ReputationRisk assessments carried outTraining

Does the committee/board have clear procedures/guidelines to distinguish between staff and volunteer responsibility?

HR PoliciesVolunteer policies Organisation chartsRole descriptionsJob descriptions

Do you meet the legal requirements in relation to the recruitment and management of staff?

Equal opportunityGrievance and disciplinary policiesBullying and harassmentDismissal and redundancyRemunerationLeave entitlementsAccess NI checksRecruitment and selection training

11

Actions required to adhere to Principle 2

12

Principle 3: Effectiveness The key principle: the management committee/board should have clear responsibilities and functions and should organise itself to carry out these responsibilities effectively.

Effectiveness Not Met

PartiallyMet

Fully Met

Our Evidence Suggested Evidence

Is the role of your committee /board clearly defined?

Written role descriptions

Are your committee / board meetings effective?

Appropriate agendaQuorums metMinutesRegular reports and other info receivedHeld regularlyWell attended

Have you got adequate skills and experience on your committee/board?

Skills auditTraining eg child protection/recruitmentFinancial acumenManaging meetings

Has your committee/board received appropriate information and guidance in relation to its governance role?

Induction pack/ materialsGovernance trainingMentoringGovernance events / seminars/conferencesRegular policy updates

13

Effectiveness Not Met

PartiallyMet

Fully Met

Our Evidence Suggested Evidence

Have you got appropriate staff management systems in place?

Staff contractsClear rolesJob descriptions and accountabilityRegular supervision of all staff including most senior staff memberTraining and developmentAppropriate HR policies

Have you got appropriate systems in place for recruitment and management of volunteers?

Volunteer policyInductionRole descriptions AgreementsVolunteer expenses policy Training, supervision Support

14

Actions required to adhere to Principle 3

15

Principle 4: Performing, reviewing and renewing

The key principle: the management committee/board should periodically review its own and the organisation’s effectiveness and take any necessary steps to ensure that both continue to work well and meet legal requirements.

Performing, reviewing and renewing

Not Met

PartiallyMet

Fully Met

Our Evidence SuggestedEvidence

Does the committee/board regularly review its own performance and that of it’s sub-committees?

Committee members surveyConsultationTerms of referenceMinutesUse of monitoring and evaluation information inc outcomes

Does the committee work to attract new members in accordance with its governing document?

Rotational board members? Terms of office?Are committee members replaced when their term of office expires?Process for admitting new board membersIdentify skills gapsAdvertising skills gapsRecruitment policyBoard induction

Is your governing document limiting/restricting recruitment to the board?

Review and amend governing document

16

Performing, reviewing and renewing

Not Met

PartiallyMet

Fully Met

Our Evidence SuggestedEvidence

Does the committee regularly review the organisation’s effectiveness against plans and targets?

Monitoring systemsEvaluationsSatisfaction surveysStaff reportsConsultation with stakeholdersRegularly review and renew organisation wide policies

Actions required to adhere to Principle 4

17

Principle 5: Delegation

The key principle: the management committee/board should set out the functions of sub-committees, officers, staff and anyone performing duties on behalf of the management committee/board in clear delegated authorities and should monitor their performance.

Delegation Not Met

PartiallyMet

Fully Met

Our evidence Evidence

Do the board, staff, volunteers and sub-committee members understand their delegated authorities and have they been appropriately trained?

Organisation chartTerms of refRole descriptionsJob descriptionsMinutesPoliciesTrainingMentoring

Does the board monitor and review the implementation of delegated authorities?

Minutes of meetingsReportsEvidence of decisions taken in line within agreed parametersFair distribution of work

18

Actions required to adhere to Principle 5

19

Principle 6: Integrity

The key principle: the management committee/board should view maintaining the integrity and interest of the organisation as a primary overriding duty. They should act reasonably at all times in the interests of the organisation and of its present and future beneficiaries, users and/or members. All individual management committee/board members should act according to high ethical standards and ensure that conflicts of interest are properly dealt with.

Integrity Not Met

PartiallyMet

Fully Met

Our evidence Evidence

Do any of the board members receive payments other than out of pocket expenses?

Is this permitted by the governing document?Policy on paymentsConflicts of interest register

What procedures are in place to deal with conflicts of interest?

Conflicts of interest policyConflicts of interest registerAgenda itemGoverning documentMinutes

Do you have procedures in place to deal with gifts and hospitality?

PolicyGuidelines

Does the committee have a policy to deal with internal conflicts?

Code of conductClear role boundariesGoverning documentLegislationComplaints procedure

20

Actions required to adhere to Principle 6

21

Principle 7: Openness

The key principle: the management committee/board should be open, responsive and accountable to its users, beneficiaries, members, partners, funders and others with an interest in its work.

Openness Not Met

PartiallyMet

Fully Met

Our evidence Evidence

Is the board open, responsive and accountable to the users, beneficiaries, members, partners, funders and other stakeholders?

Information provided is timely, relevant, accurate and good qualityAGMAnnual reportNewsletterWebsiteConsultationsMember/user participationRegular meetingsPartnership agreementsReports to fundersExternal audit/evaluationCommunity audit

22

Actions required to adhere to Principle 7

23

The Developing Governance Group is made up of the following sector support organisations:

Youthnet Tel: 028 9033 1880 www.youthnetni.org.uk

Early Years– the organisation for young children Tel: 028 9066 2825 www.early-years.org/

NICVA Tel: 028 9087 7777 www.nicva.org

Community Change Tel: 028 9023 2587 www.communitychange-ni.org/

NI Sports Forum Tel: 028 9038 3825 www.nisf.net

Sport Northern Ireland Tel: 028 9038 1222 www.sportni.net/

Community Evaluation NI Tel: 028 9024 8005 www.ceni.org

Rural Community Network Tel: 028 8676 6670 www.ruralcommunitynetwork.org/

Volunteer NowTel: 028 9023 6100 www.volunteernow.co.uk/

Supporting Communities NI Tel: 028 2564 5676 www.supportingcommunitiesni.org

Age NITel: 028 9024 5729 Tel: 028 9023 0666 www.ageni.org

and supported by St John Ambulance NI and North West Community Network.

24

Online Governance Resources

www.diycommitteeguide.org A useful resource of practical help and support for management committees/boards which has been developed further to map the information to the principles in the Code. It is also a signposting directory which includes links to all Developing Governance Group members including the training and support they offer.

www.communityni.org Dedicated social networking site which includes training information and events for the sector.

www.nicva.org Specialist human resources, governance and charity law reform sections containing frequently asked questions and various advice notes.

www.dsdni.gov.uk Best Practice in Finance and Governance in the Voluntary and Community Sector - a directional and support aid developed by Government and the Sector representatives.

www.communitychange-ni.org Range of resources, policies and procedures.

www.charitycommissionni.org.ukDetails on charity regulation from the Charity Commission for Northern Ireland.

www.volunteernow.co.ukSpecialist information and guidance on all aspects of volunteering.

www.equalityni.org Information about equality legislation, plus reports and guidance.

Copies of the Code can be accessed from www.diycommitteeguide.org or for further information contact the Secretariat which is provided by NICVA and the Volunteer Now.

For practical help and support in adhering to these principles and to download in a more accessible format visit www.diycommitteeguide.org

Disclaimer

Reasonable precautions have been taken to ensure information in this publication is accurate. However it is not intended to be a definitive guide to assessing your governance structures and practices; it is designed to provide guidance in good faith without accepting

25

liability. The onus is on each committee/board to take forward actions identified. If relevant, we recommend you take appropriate professional advice or guidance before taking any action on the matters covered herein.

26