The practicalities of Good Governance
Giselle Davies
Partner, Geldards LLP
Linda Laurance
Linda Laurance & Associates
Debb...
Good Governance in practical terms
• Aim for best possible documentation and
practice to:
- Avoid a dysfunctional board;
-...
Avoiding a dysfunctional Board
• Validly appointed Board
• Understand Roles & Responsibilities
• Comply with duties
• Act ...
The Chair & Chief Executive run the Show
Case study 1 (Governance Magazine – Nov 2011)
•Popular, regional charitable compa...
The Chair & Chief Executive run the Show
Case study 1 (Governance Magazine – Nov 2011)
•Was the decision of the Board corr...
So, Avoiding a dysfunctional Board
• Top Tips
- Know your governing document, objects &
powers
- Appropriate Trustee appoi...
Providing clarity for staff & trustees
• Understand the differences
- Trustees – Strategy, Policy, Supervision
- Staff – R...
A Poor understanding of Governance
Case study 2 (Governance Magazine – Jan 2013)
•Charity expands from small beginnings to...
A Poor understanding of Governance
Case study 2 (Governance Magazine – Jan 2013)
•What should the new trustee & CEO do?
- ...
So, Providing clarity for staff & trustees
• Top Tips
- Written delegations
- Accurate Job descriptions
- Supporting Polic...
Providing financial security
• Trustee responsibility
- Business Plan & Budget
- “Where is the money coming from and how a...
Asleep on their watch
Case study 3 (Governance Magazine – July 2012)
•Long established charitable company with strong
bran...
Asleep on their watch
Case study 3 (Governance Magazine – July 2012)
•What should the Trustees do now?
- All resign?
- Get...
Providing financial security
• Top Tips
- Risk analysis & regular review
- Internal controls – monitor & check
- Appropria...
Making progress
• “So much to do, so little time to do it”
OR
• The headless chicken syndrome!
Lists are good – choose you...
Thank You
Contact details
Giselle Davies
DD: 029 2039 1797
M: 07918 651 663
E: giselle.davies@geldards.com
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The practicalities of good governance

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

Published in: Government & Nonprofit
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The practicalities of good governance

  1. 1. The practicalities of Good Governance Giselle Davies Partner, Geldards LLP Linda Laurance Linda Laurance & Associates Debbie Hawkins Charity Commission, Wales Office
  2. 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. 3. Avoiding a dysfunctional Board • Validly appointed Board • Understand Roles & Responsibilities • Comply with duties • Act collectively • Manage conflicts of interest
  4. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 16. Thank You
  17. 17. Contact details Giselle Davies DD: 029 2039 1797 M: 07918 651 663 E: giselle.davies@geldards.com

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