Dochas Assessment Tool

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    CORPORATEGOVERNANCEASSESSMENT TOOL

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    CORPORATE GOVERNANCEASSESSMENT TOOL

    CHECKLIST

    NGO CODE OF

    CORPORATE GOVERNANCE

    The Board must lead andcontrol; take responsibilityor the organisationsperormance; insist onadequate inormation;inorm management on its

    requirements; communicateeectively withmanagement /sta andensure stang and otherresources are adequate.

    In the past year has the Board:

    Identied aspects o the organisations perormance requiring

    board action?

    Discussed the adequacy o resources?

    Received proper management reports?

    Received acceptable responses rom management regarding

    inormation sought?

    Mentored the CEO?

    Reviewed management succession planning?

    On the issue o Board Leadership, we confrm that our organisation is:

    Fully compliant

    Partially compliant

    Non-compliant

    As demonstrated by:

    Reason or non-compliance:

    Outcome o Governance Assessment, and agreed actions or the coming year:

    CODE PRINCIPLE 1: BOARD LEADERSHIP

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    CORPORATE GOVERNANCEASSESSMENT TOOL

    CHECKLIST

    NGO CODE OF

    CORPORATE GOVERNANCE

    The Board must ensureeverything is compliedwith; have internal controlsimbedded in organisationsystems; have riskmanagement strategies;

    develop and maintain areserves policy; prepareannual report and accountsto governance standards;insist on diversity andequality principles ineverything.

    In the past year has the Board:

    Received and reviewed all compliance needs?

    Reviewed adequacy o internal controls?

    Asked or proessional review o internal controls?

    Reviewed competence o statutory auditor?

    Reviewed risks and risk management procedures?

    Reviewed the current status o the reserves?

    Reviewed the quality o the Directors Report?

    Sought advice on diversity & equality?

    On the issue o Board Leadership, we confrm that our organisation is:

    Fully compliant

    Partially compliant

    Non-compliant

    As demonstrated by:

    Reason or non-compliance:

    Outcome o Governance Assessment, and agreed actions or the coming year:

    CODE PRINCIPLE 2: BOARD ACCOUNTABILITY

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    CORPORATE GOVERNANCEASSESSMENT TOOL

    CHECKLIST

    NGO CODE OF

    CORPORATE GOVERNANCE

    The Board mustagree Chairpersonsresponsibilities; determineresponsibilities oboard/directors; requirecompany secretary to

    deal with induction/training; give companysecretary responsibilityor having whistle-blowingprocedures; and respect therights and responsibilitieso its membership

    In the past year has the Board:

    Identied unctions and authorities reserved to the board?

    Determined resources required by secretary or induction and training

    o directors?

    Reviewed all whistle-blowing cases?

    Identied how directors must comply with board collective responsibility?

    Properly communicated with members, ensuring that members can play

    a part?

    On the issue o Board Leadership, we confrm that our organisation is:

    Fully compliant

    Partially compliant

    Non-compliant

    As demonstrated by:

    Reason or non-compliance:

    Outcome o Governance Assessment, and agreed actions or the coming year:

    CODE PRINCIPLE 3: BOARD RESPONSIBILITIES

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    CORPORATE GOVERNANCEASSESSMENT TOOL

    CHECKLIST

    NGO CODE OF

    CORPORATE GOVERNANCE

    The Board must reviewperormance o board/directors; ensure boardcontains mix o experienceand competencies;use objective criteria

    or selecting directors;periodically review legal/organisational structures;enable all directors toparticipate; ensure boardcan meet at short notice inemergencies.

    In the past year has the Board:

    Used the Dchas check-list or board sel-evaluation, or another

    methodology to review perormance o board and directors?

    Agreed objective criteria or selecting directors/chairpersons?

    Considered the current suitability o structures?

    Reviewed board meetings to ensure ull involvement o all directors?

    Tabled a strategic review?

    On the issue o Board Leadership, we confrm that our organisation is:

    Fully compliant

    Partially compliant

    Non-compliant

    As demonstrated by:

    Reason or non-compliance:

    Outcome o Governance Assessment, and agreed actions or the coming year:

    CODE PRINCIPLE 4: BOARD PERFORMANCE REVIEW AND RENEWAL

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    CORPORATE GOVERNANCEASSESSMENT TOOL

    CHECKLIST

    NGO CODE OF

    CORPORATE GOVERNANCE

    The Board must set outclear unctions or boardcommittees; deneresponsibilities o CEO; andassign responsibilities toChair.

    In the past year has the Board:

    Reviewed unctioning o committees?

    Formally reviewed the CEOs perormance?

    Insisted on ormal authority level document

    Agreed what unctions are delegated to the Chair?

    On the issue o Board Leadership, we confrm that our organisation is:

    Fully compliant

    Partially compliant

    Non-compliant

    As demonstrated by:

    Reason or non-compliance:

    Outcome o Governance Assessment, and agreed actions or the coming year:

    CODE PRINCIPLE 5: BOARD DELEGATION

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    CORPORATE GOVERNANCEASSESSMENT TOOL

    CHECKLIST

    NGO CODE OF

    CORPORATE GOVERNANCE

    The Board must install codeo conduct policy or board/sta ; apply board collectiveresponsibility; insist ondirector participation inboard committees; have

    condentiality o boardaairs.

    In the past year has the Board:

    Reviewed its code o conduct?

    Reviewed all confict o interest situations?

    Discussed the manner in which board condentiality was respected?

    On the issue o Board Leadership, we confrm that our organisation is:

    Fully compliant

    Partially compliant

    Non-compliant

    As demonstrated by:

    Reason or non-compliance:

    Outcome o Governance Assessment, and agreed actions or the coming year:

    CODE PRINCIPLE 6: BOARD AND DIRECTOR INTEGRITY

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    CORPORATE GOVERNANCEASSESSMENT TOOL

    CHECKLIST

    NGO CODE OF

    CORPORATE GOVERNANCE

    The Board must ensurecommunications channelsoperate with members andother stakeholders; engagewith key stakeholders;and have a strict policy

    on transparency & notwithholding inormation

    In the past year has the Board:

    Reviewed how the board communicated and engaged with stakeholders?

    Reviewed how all media matters were handled?

    Considered new practical ways o improving transparency?

    Actively promoted the AGM event?

    On the issue o Board Leadership, we confrm that our organisation is:

    Fully compliant

    Partially compliant

    Non-compliant

    As demonstrated by:

    Reason or non-compliance:

    Outcome o Governance Assessment, and agreed actions or the coming year:

    CODE PRINCIPLE 7: BOARD OPENNESS

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    CORPORATE GOVERNANCEASSESSMENT TOOL

    CHECKLIST

    NGO CODE OF

    CORPORATE GOVERNANCE

    Procedures

    Annual Planning and Budgetary

    Procedures

    Programme Management/

    Programme Budgeting

    ProceduresInternal Audit Procedures

    Internal Control Procedures

    Purchasing Procedures

    Accounting/Financial

    Procedures

    Accounting Manual

    HR Manual/Sta Handbook

    Disciplinary Procedures

    IT Systems/Procedures,

    including data protection andrelated obligations

    Reports

    Management Reports to board

    Programme Reports to board

    Reports to board on ormal

    reviews o internal controls

    Management Accounts

    Budget Outcome Reports

    Cash Flow Budgets

    Cash Flow Statements

    Reports to board on committed

    public giving

    HR presentations to board

    Internal audit outcomes o eld

    programme audits

    Internal audit reports on home

    operations

    Risk Management Assessmentsand Reports

    Terms o Reerence (TOR)

    documents

    Responsibilities o Board

    Responsibilities o Chairperson

    Arrangements or appointing

    directorsInduction Arrangements or

    Directors

    TOR o Audit Committee

    TOR other board committees

    Internal Audit Guidelines

    (Internal Audit Charter)

    Policies/Strategies

    Strategic Planning Methodology

    Annual Planning and Budget

    System

    Reserves Policy

    Fraud Policy

    Risk Strategy (Risk Register)

    Confict o Interest Policy

    Treasury Policy

    Fundraising Strategy document

    Code o Conduct & Ethics

    Authority Levels document

    Health & Saety Policies

    Recruitment Strategies

    Equality & Diversity Policies

    Dchas recommends thateach organisation should havedocumented the ollowing:

    DchasT. +353 1 405 3801 F. +353 1 405 3802 A. Dchas 12 Harcourt Street, Dublin 2, Ireland W. www.dochas.ie Dchas 2011

    CORPORATE GOVERNANCE: RECOMMENDED DOCUMENTATION