Giselle Davies of Geldards, Debbie Hawkins of the Charity Commission and Linda Laurance at the Wales Charity Law and Governance Conference 2014.

1. The practicalities of Good Governance
Giselle Davies
Partner, Geldards LLP
Linda Laurance
Linda Laurance & Associates
Debbie Hawkins
Charity Commission, Wales Office

2. Good Governance in practical terms
• Aim for best possible documentation and
practice to:
- Avoid a dysfunctional board;
- Provide clarity for staff & trustees;
- Provide financial security

3. Avoiding a dysfunctional Board
• Validly appointed Board
• Understand Roles & Responsibilities
• Comply with duties
• Act collectively
• Manage conflicts of interest

4. The Chair & Chief Executive run the Show
Case study 1 (Governance Magazine – Nov 2011)
•Popular, regional charitable company
•Provides services
•Six trustees, long serving chair
•Chair makes decisions
•Charity “administrator” becomes CEO with 100%
increase in salary
•Two trustees raise questions
•Board meets without them & decides they should
resign

5. The Chair & Chief Executive run the Show
Case study 1 (Governance Magazine – Nov 2011)
•Was the decision of the Board correct?
•Should the two Trustees resign?
- Your thoughts? – Yes/No
•Guidance
- Good governance? – Linda
- What can the Charity Commission do? – Debbie

6. So, Avoiding a dysfunctional Board
• Top Tips
- Know your governing document, objects &
powers
- Appropriate Trustee appointment provisions
- Written Role descriptions, all Trustees, esp. Chair
- Code of Conduct
- Meet as often as necessary
- Read the paperwork
- Keep records up-to-date – Minutes & Registers

7. Providing clarity for staff & trustees
• Understand the differences
- Trustees – Strategy, Policy, Supervision
- Staff – Recommend, Undertake, Report
OR,
- Trustees – Decide & Delegate
- Staff – Do it!!

8. A Poor understanding of Governance
Case study 2 (Governance Magazine – Jan 2013)
•Charity expands from small beginnings to
£4million turnover
•One main Funder is very supportive
•“Hands on”, “meddling”, long serving trustees
•Incredibly hardworking dedicated CEO
•New experienced trustee brought on board
•CEO & new trustee “at wits end”!

9. A Poor understanding of Governance
Case study 2 (Governance Magazine – Jan 2013)
•What should the new trustee & CEO do?
- Allow the board to continue as before?
- Get their funder involved?
- Ask the Charity Commission for help?
•Guidance
- Good Governance? – Linda
- Commission’s views? - Debbie

10. So, Providing clarity for staff & trustees
• Top Tips
- Written delegations
- Accurate Job descriptions
- Supporting Policy & Procedure documents
- Performance reviews & Support/Development
reviews
- A culture of openness & inclusion

11. Providing financial security
• Trustee responsibility
- Business Plan & Budget
- “Where is the money coming from and how are
we going to spend it?”
- Assessment, monitoring and review –
understanding the numbers & risks
- Set policies – Reserves, investments
- Safeguards (insurance, checks, controls)

12. Asleep on their watch
Case study 3 (Governance Magazine – July 2012)
•Long established charitable company with strong
brand
•CEO, FD & several hundred employees
•Local dignitaries on board
•Trading company income, restricted grants, bank
overdraft & various liabilities
•CEO & FD resign for “better” jobs
•Trading company fails ……
•Negative PR in the media

13. Asleep on their watch
Case study 3 (Governance Magazine – July 2012)
•What should the Trustees do now?
- All resign?
- Get in touch with the Charity Commission?
- Find a merger partner?
- Get expert financial and legal advice?
•Guidance
- Good governance – Linda?
- The Commission’s view – Debbie?

14. Providing financial security
• Top Tips
- Risk analysis & regular review
- Internal controls – monitor & check
- Appropriate delegations
- Management accounts – read & understand
- Restricted funds need special care
- Accurate records
- Prepare & file on time

15. Making progress
• “So much to do, so little time to do it”
OR
• The headless chicken syndrome!
Lists are good – choose your priorities
and tackle one at a time

16. Thank You

17. Contact details
Giselle Davies
DD: 029 2039 1797
M: 07918 651 663
E: giselle.davies@geldards.com