Download - What every new trustee should know
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#TRUSTEECONF2014
PM4: What every new trustee should know
Lindsay Driscoll, OnBoardMyles Kunzli, NCVO
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What every new trustee should knowby
Lindsay Driscoll – Consultant, Onboard
Trustee Conference 10th November 2014
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Governance is…
• The systems and processes concerned with the:– overall direction;
– effectiveness;
– supervision; and
– accountability,
of an organisation.
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Trustees’ Responsibilities
• Trustees must accept ultimate responsibility for everything the charity does.
• Duty to act and take decisions collectively:– Responsibility and authority rests with the Board
as a whole.
• All trustees have same legal responsibilities.
• Delegation to others does not absolve trustee of responsibility.
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Trustees’ Responsibilities (Cont/1)
• Advance the purposes of the charity for the public benefit.
• Act reasonably and prudently.– duty of care and skill linked to special knowledge
and experience of individual trustee.
• Safeguard assets includes reputation.
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Trustees’ Responsibilities (Cont/2)
• Act solely in best interest of charity.
• Avoid or manage conflicts of interest and loyalty.
• Must not receive any benefit from charity in absence of legal authority.
• Exercise independent judgement.
• Comply with constitution, relevant laws and regulators.
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Twelve Main Roles of the Board
• Set and maintain vision, mission and values.• Develop strategy.• Monitor performance and impact.• Establish and monitor policies.• Risk management.• Ensure compliance with the governing
document, law and regulation
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Twelve Main Roles of the Board (Cont/1)
• Ensure accountability.
• Maintain proper financial oversight.
• Select, support and appraise the chief executive.
• To set the remuneration levels for senior staff.
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Twelve Main Roles of the Board (Cont/2)
• Maintain effective Board performance:– recruitment of trustees;
– induction; and
– review of performance.
• Promote the organisation.
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Role of Individual Board Members
• Job description / letter of appointment setting out expectations:– time commitment;
– prepare for meetings;
– contribute to decision-making;
– use skills and experience; and
– adhere to Code of Conduct.
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Role of Chair
• No greater legal responsibility.• Powers may be delegated to Chair by Board
or in governing document.• 2 key roles:
– provide leadership to Board. Ensure trustees fulfil their duties and responsibilities. Set tone; and
– focal point between Board and management. Support and, where appropriate, challenge the CE and ensure Board as a whole works in partnership with the Executive Team.
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Code of Good Governance
• First Edition of Code 2005
• Revised 2010.
• Version for small organisations 2011
• Six high level principles of universal application plus relevant law, why important and examples of good practice
• Website www.governancecode.org
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Principles
• An effective board will provide good governance and leadership by– understanding their role– ensuring delivery of organisational purpose– working effectively both as individuals and as
a team– exercising effective control– behaving with integrity; and– being open and accountable
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Relationship between Governance and Management
• Strategic/operational.
• Not always clear cut. Fluid .
• Hind “Can set framework for who should make decisions but in practice trustees and senior management have to exercise judgement jointly on big issues as they arise”.
• Dalton: Team at the Top.
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Holding Senior Management to Account
• Code “Avoid inappropriate involvement in operational matters but take responsibility for challenging and holding to account senior management”.
• Balance between support and challenge• Constructive challenge. Critical friend.• Importance of mutual trust. Culture of no
surprises.
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How to be an Effective Board
• Code of Governance for the Voluntary and Community Sector 2010.
• ACEVO Governance Commission Report 2013:– Limit on terms of office.
• Charity Commission Guidance.
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How to be an Effective Board (Cont/1)
• Compass/Cass report 2012.
• Structures/procedures/meetings/behaviours Key Drivers:– good team working:
• size of Board;
• need for diversity but cohesion;
• all feel equally valued.
• equal responsibility; and
• danger of inner group.
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Key Drivers for an Effective Board
• High Quality Board meetings:– setting agendas to concentrate on governance
role;– good minutes and table of action points;– papers which draw out governance issues;– boardroom behaviours:
• listening;• respecting views• review at end of meeting; and
– code of conduct or ground rules for meetings.
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Key Drivers for an Effective Board (Cont/1)
• Having the right skills and experience.
• Being a diverse group:– role in risk management.
– avoid group think.
• Focus on strategic rather than operational matters.
• Having openness and trust. Within Board and between Board and Executive Team.
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Other Drivers
• Good relationship between the chair and chief executive.
• Quality of information provided to the Board.
• Effectiveness of committees.
• Formal performance reviews of governance.
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2-6 Cannon Street
London EC4M 6YH
Tel: 020 7551 7724
Fax: 020 7551 7800
Email: [email protected]
Web: www.on-board.org
Contact
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