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The practicalities of good governance
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
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
