Annual Conference A5: Changing Governance: Building effective boards | NCVO
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Presentation from Annual Conference, 20 April 2017 Dan Francis Rosie Chapman
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Annual Conference A5: Changing Governance: Building effective boards | NCVO
- 1. CHANGING GOVERNANCE: BUILDING EFFECTIVE BOARDS Dinner sponsors: Media partner: Partner sponsor: SPEAKERS DAN FRANCIS, GOVERNANCE CONSULTANT, NCVO ROSIE CHAPMAN CHAIR, CHARITY GOVERNANCE CODE STEERING GROUP
- 2. WHY CHANGE? Governance fundamental to effective charitable activity Increased scrutiny of sector A need to meet and exceed public expectations The majority of trustees work diligently and voluntarily
- 3. GOVERNANCE CODE STEERING GROUP Observer Observer:
- 4. USING THE CODE • Designed to highlight good practice not to be a compliance document • ‘Apply or Explain’ • Encourage statement in annual report • A single set of principles but different recommended practice 4
- 5. STRUCTURE OF DRAFT 5 Foundation principle 7 full principles Each with: • What the principle is • Rationale (and legal and regulatory context) • Key outcomes • Recommended practice to meet
- 6. DRAFT CODE 6
- 7. LEADERSHIP 7 Every charity is headed by an effective board that provides strategic leadership in line with the charity’s purposes and values. • Leading the organisation • The chair’s role • Leading by example Staff confident and enabled to provide the information, advice and feedback necessary to the board.
- 8. INTEGRITY 8 The board acts ethically and in line with its agreed values and culture to help achieve the organisation’s charitable purposes. The board is aware of the importance of the public’s confidence and trust in charities, and trustees undertake their duties accordingly. • Maintain the charity’s reputation • Operates responsibly and ethically, in line with its own values and those of the wider voluntary sector • Identify, deal with and record conflicts of interest/loyalty
- 9. DECISION MAKING RISK AND CONTROL 9 The board makes sure that its decision-making processes are informed, rigorous and timely and that effective delegation, control and risk assessment systems are set up and monitored. • Delegation and control • Managing and monitoring performance • Actively managing risks • Appointing auditors and audits
- 10. DIVERSITY 10 The board’s diversity supports its leadership and decision-making. • Recruiting diverse trustees • Diversity in all its forms • Encouraging inclusive and accessible decision making • Monitoring and reporting • Larger charities publish an annual statement
- 11. BOARD EFFECTIVENESS 11 The board works as an effective team using the appropriate balance of skills, experience, characteristics and knowledge to make informed decisions. • Working as an effective team • Vice chair, ‘senior independent director’ or similar • Access to independent advice • Board size and terms • Regular board review
- 12. OPEN AND ACCOUNTABLE 12 The board leads the organisation in being transparent and accountable. The charity is open in its work, unless there is good reason for it not to be. • Communicating and consulting effectively with stakeholders • Developing a culture of openness within the charity • Public register of interests • Publish remuneration levels of senior staff • Member engagement
- 13. ORGANISATIONAL PURPOSE AND DIRECTION 13 The board is clear about the organisation’s charitable purposes and is assured that these purposes are being delivered effectively and sustainably. • Strategic and assurance role • Determining organisational purpose • Achieving the purpose • Analyse the external environment • Explicit consideration of partnerships and mergers
- 14. THE CODE AND PRACTICE 14 In pares reflecting on the codes criteria, consider: • One area of strength • An area for development For your organisation based of the principles. Share examples or any plans to implement recommended practice and
- 15. THE CONSULTATION 15 • Both qualitative and quantitative collection techniques • Including an online survey with both open and closed questions as well as email comments • 201 responses in total • Regional feedback events; London, Cambridge, Leeds, Cardiff
- 16. FEEDBACK 16 Feedback • Positive feedback • 83% said that they would definitely or probably use the new C • Some cross cutting themes • Some gaps • Some specific changes Cross Cutting Themes • Accessibility of the document • Purpose of the Code • Proportionality in the Code • Links to further guidance and best practice • The apply/explain rule
- 17. Dinner sponsors: Media partner: Partner sponsor: THANK YOU WWW.GOVERNANCECODE.ORG
Editor's Notes
- While many influences on governance, still six overarching key principles which apply to all charities of any size, sub secotr, etc Anyone heard of the Code? Pocket versions on tables. Written by the sector, for the sector. Provides flesh on the bones…. The larger a charity becomes the greater the expectation, from the regulator, funders and other stakeholders that it will embrace and adhere to best practice requirements. It is however incumbent on all charities to adopt practices that are appropriate and effective in its particular circumstances. The whole point of good governance should be to deliver on the charitable purposes or objects and so provide greater public benefit…not simply to “do governance well”! Sets out a statement of best practice in governance. Aims to help enhance the effectiveness of voluntary and community organisations by: clarifying what effective governance looks like and how governing bodies can govern effectively reassuring an organisation’s stakeholders about the way organisations are governed; and maintaining and enhancing public confidence in organisations and in the voluntary and community sector. Three versions – long, summary, version for small org with no staff, consulting on the need for material for large organisations understanding their role ensuring delivery of organisational purpose – purposes remain relevant and valid, strategy in place, operational plans and budgets, monitoring progress, evaluating results working effectively both as individuals and as a team – recruitment, diversity of knowledge, experience, attributes, behaviours relevant to the organisation’s circumstances and needs, induction, training and development, reviewing performance, code of conduct exercising effective control – legal and regulatory, financial controls, risk assessment, delegation is supervised, taking professional advice, need to be assured that everyone acting in the organisation’s name is complying with the board’s directions and the requirements of law and regulation behaving with integrity – promote org’s reputation, manage conflicts of interest and loyalty, independence of decision making being open and accountable – communication, listening, handling complaints – helps to build trust and confidence with stakeholders and to demonstrate legitimacy when representing them.
- While many influences on governance, still six overarching key principles which apply to all charities of any size, sub secotr, etc Anyone heard of the Code? Pocket versions on tables. Written by the sector, for the sector. Provides flesh on the bones…. The larger a charity becomes the greater the expectation, from the regulator, funders and other stakeholders that it will embrace and adhere to best practice requirements. It is however incumbent on all charities to adopt practices that are appropriate and effective in its particular circumstances. The whole point of good governance should be to deliver on the charitable purposes or objects and so provide greater public benefit…not simply to “do governance well”! Sets out a statement of best practice in governance. Aims to help enhance the effectiveness of voluntary and community organisations by: clarifying what effective governance looks like and how governing bodies can govern effectively reassuring an organisation’s stakeholders about the way organisations are governed; and maintaining and enhancing public confidence in organisations and in the voluntary and community sector. Three versions – long, summary, version for small org with no staff, consulting on the need for material for large organisations understanding their role ensuring delivery of organisational purpose – purposes remain relevant and valid, strategy in place, operational plans and budgets, monitoring progress, evaluating results working effectively both as individuals and as a team – recruitment, diversity of knowledge, experience, attributes, behaviours relevant to the organisation’s circumstances and needs, induction, training and development, reviewing performance, code of conduct exercising effective control – legal and regulatory, financial controls, risk assessment, delegation is supervised, taking professional advice, need to be assured that everyone acting in the organisation’s name is complying with the board’s directions and the requirements of law and regulation behaving with integrity – promote org’s reputation, manage conflicts of interest and loyalty, independence of decision making being open and accountable – communication, listening, handling complaints – helps to build trust and confidence with stakeholders and to demonstrate legitimacy when representing them.
- While many influences on governance, still six overarching key principles which apply to all charities of any size, sub secotr, etc Anyone heard of the Code? Pocket versions on tables. Written by the sector, for the sector. Provides flesh on the bones…. The larger a charity becomes the greater the expectation, from the regulator, funders and other stakeholders that it will embrace and adhere to best practice requirements. It is however incumbent on all charities to adopt practices that are appropriate and effective in its particular circumstances. The whole point of good governance should be to deliver on the charitable purposes or objects and so provide greater public benefit…not simply to “do governance well”! Sets out a statement of best practice in governance. Aims to help enhance the effectiveness of voluntary and community organisations by: clarifying what effective governance looks like and how governing bodies can govern effectively reassuring an organisation’s stakeholders about the way organisations are governed; and maintaining and enhancing public confidence in organisations and in the voluntary and community sector. Three versions – long, summary, version for small org with no staff, consulting on the need for material for large organisations understanding their role ensuring delivery of organisational purpose – purposes remain relevant and valid, strategy in place, operational plans and budgets, monitoring progress, evaluating results working effectively both as individuals and as a team – recruitment, diversity of knowledge, experience, attributes, behaviours relevant to the organisation’s circumstances and needs, induction, training and development, reviewing performance, code of conduct exercising effective control – legal and regulatory, financial controls, risk assessment, delegation is supervised, taking professional advice, need to be assured that everyone acting in the organisation’s name is complying with the board’s directions and the requirements of law and regulation behaving with integrity – promote org’s reputation, manage conflicts of interest and loyalty, independence of decision making being open and accountable – communication, listening, handling complaints – helps to build trust and confidence with stakeholders and to demonstrate legitimacy when representing them.
- While many influences on governance, still six overarching key principles which apply to all charities of any size, sub secotr, etc Anyone heard of the Code? Pocket versions on tables. Written by the sector, for the sector. Provides flesh on the bones…. The larger a charity becomes the greater the expectation, from the regulator, funders and other stakeholders that it will embrace and adhere to best practice requirements. It is however incumbent on all charities to adopt practices that are appropriate and effective in its particular circumstances. The whole point of good governance should be to deliver on the charitable purposes or objects and so provide greater public benefit…not simply to “do governance well”! Sets out a statement of best practice in governance. Aims to help enhance the effectiveness of voluntary and community organisations by: clarifying what effective governance looks like and how governing bodies can govern effectively reassuring an organisation’s stakeholders about the way organisations are governed; and maintaining and enhancing public confidence in organisations and in the voluntary and community sector. Three versions – long, summary, version for small org with no staff, consulting on the need for material for large organisations understanding their role ensuring delivery of organisational purpose – purposes remain relevant and valid, strategy in place, operational plans and budgets, monitoring progress, evaluating results working effectively both as individuals and as a team – recruitment, diversity of knowledge, experience, attributes, behaviours relevant to the organisation’s circumstances and needs, induction, training and development, reviewing performance, code of conduct exercising effective control – legal and regulatory, financial controls, risk assessment, delegation is supervised, taking professional advice, need to be assured that everyone acting in the organisation’s name is complying with the board’s directions and the requirements of law and regulation behaving with integrity – promote org’s reputation, manage conflicts of interest and loyalty, independence of decision making being open and accountable – communication, listening, handling complaints – helps to build trust and confidence with stakeholders and to demonstrate legitimacy when representing them.
- Is there more we should say about the role of the Chair? Is it right to talk about the board ‘creating the conditions in which staff are confident and enabled to provide the info, advice and feedback necessary to the board’?
- Is it right to say ‘The Board makes sure that the charity operates responsibly and ethically, in lines with its own values and ethics and those of the wider voluntary sector’?
- What’s the right balance in talking about risks and opportunities, and not being too risk averse? We include concerns raised by whistle blowing , but we don’t mention fraud. Should we?
- Are we right to list diversity as a separate principle? Is it right to say ask larger charities to publish an annual statement of what steps taken to address the board diversity and organisation’s leadership?
- The suggested minimum (5) and maximum (12) board size? That board tenure of more than nine years is subject to rigorous review? Annual board evaluation, and external every three years? Are we right to highlight the potential role of the charity’s company secretary?
- Do we properly reflect the presumption of openness? In particular, are we right to propose that the board keeps a public register of interest for trustees and senior staff?
- Is it right to expect/push the conversations around merger?
- While many influences on governance, still six overarching key principles which apply to all charities of any size, sub secotr, etc Anyone heard of the Code? Pocket versions on tables. Written by the sector, for the sector. Provides flesh on the bones…. The larger a charity becomes the greater the expectation, from the regulator, funders and other stakeholders that it will embrace and adhere to best practice requirements. It is however incumbent on all charities to adopt practices that are appropriate and effective in its particular circumstances. The whole point of good governance should be to deliver on the charitable purposes or objects and so provide greater public benefit…not simply to “do governance well”! Sets out a statement of best practice in governance. Aims to help enhance the effectiveness of voluntary and community organisations by: clarifying what effective governance looks like and how governing bodies can govern effectively reassuring an organisation’s stakeholders about the way organisations are governed; and maintaining and enhancing public confidence in organisations and in the voluntary and community sector. Three versions – long, summary, version for small org with no staff, consulting on the need for material for large organisations understanding their role ensuring delivery of organisational purpose – purposes remain relevant and valid, strategy in place, operational plans and budgets, monitoring progress, evaluating results working effectively both as individuals and as a team – recruitment, diversity of knowledge, experience, attributes, behaviours relevant to the organisation’s circumstances and needs, induction, training and development, reviewing performance, code of conduct exercising effective control – legal and regulatory, financial controls, risk assessment, delegation is supervised, taking professional advice, need to be assured that everyone acting in the organisation’s name is complying with the board’s directions and the requirements of law and regulation behaving with integrity – promote org’s reputation, manage conflicts of interest and loyalty, independence of decision making being open and accountable – communication, listening, handling complaints – helps to build trust and confidence with stakeholders and to demonstrate legitimacy when representing them.
- While many influences on governance, still six overarching key principles which apply to all charities of any size, sub secotr, etc Anyone heard of the Code? Pocket versions on tables. Written by the sector, for the sector. Provides flesh on the bones…. The larger a charity becomes the greater the expectation, from the regulator, funders and other stakeholders that it will embrace and adhere to best practice requirements. It is however incumbent on all charities to adopt practices that are appropriate and effective in its particular circumstances. The whole point of good governance should be to deliver on the charitable purposes or objects and so provide greater public benefit…not simply to “do governance well”! Sets out a statement of best practice in governance. Aims to help enhance the effectiveness of voluntary and community organisations by: clarifying what effective governance looks like and how governing bodies can govern effectively reassuring an organisation’s stakeholders about the way organisations are governed; and maintaining and enhancing public confidence in organisations and in the voluntary and community sector. Three versions – long, summary, version for small org with no staff, consulting on the need for material for large organisations understanding their role ensuring delivery of organisational purpose – purposes remain relevant and valid, strategy in place, operational plans and budgets, monitoring progress, evaluating results working effectively both as individuals and as a team – recruitment, diversity of knowledge, experience, attributes, behaviours relevant to the organisation’s circumstances and needs, induction, training and development, reviewing performance, code of conduct exercising effective control – legal and regulatory, financial controls, risk assessment, delegation is supervised, taking professional advice, need to be assured that everyone acting in the organisation’s name is complying with the board’s directions and the requirements of law and regulation behaving with integrity – promote org’s reputation, manage conflicts of interest and loyalty, independence of decision making being open and accountable – communication, listening, handling complaints – helps to build trust and confidence with stakeholders and to demonstrate legitimacy when representing them.