BOARD FIDUCIARY RESPONSIBILITY – Understanding Oversight and Monitoring Roles Presented by: Dan Campbell, Partner

GOVERNANCE AS LEADERSHIP by Chait, Ryan, & Taylor Effective Board Governance Type III - Generative Type II – Strategic Type I - Fiduciary Governance as Leadership

Learning Objectives After attending this session you will have a better understanding of: Exempt organization fiduciary responsibilities Risk assessment - the purpose and process Key areas of financial oversight and monitoring Effective internal control systems

Effective Board Governance Type I – Fiduciary The basic work of the board includes:  Financial discipline  Informed oversight and monitoring  Mission fidelity and program alignment  Promoting the organization’s interests and insuring its integrity  Selection, compensation and evaluation of the President

Effective Board Governance Type II – Strategic  The Board and CEO (Leadership Team) think strategically and project the vision.  The President/CEO, faculty and staff (Management Team) develop operational, facility, and strategic plans aligned with the vision of the Leadership Team.  The Board monitors the implementation and results of the strategic plan(s) to insure that the mission of the organization is accomplished.

Effective Board Governance Type III – Generative Work  Generative thinking or “Grappling”  Emerging major issues to gain understanding and to formulate decisions. This is usually something they do together. This is not a planning activity.  Grappling – open, in-depth, collaborative discussions on major issues, crises, or external policies or events that threaten the health of the institution or present new opportunities that can help fulfill institutional mission within its values.

Fiduciary Responsibility

Fiduciary Responsibility Summing it Up...to act reasonably, prudently, and in the best interests of the organization, to avoid negligence and fraud, and to avoid conflicts of interest  Duty of Care  Duty of Loyalty  Duty of Obedience

Fiduciary Responsibility Duty of Care Care that “an ordinary prudent person would exercise in a like position and under similar circumstances”

Fiduciary Responsibility Duty of Care Act in good faith Ordinary and reasonable care Best interest of the organization Exercise independent judgment Exercise adequate board oversight Be informed and follow up regularly Reflect decisions in board minutes Attend board meetings

Fiduciary Responsibility Duty of Care Ensure financial accountability by: o Overseeing the CEO monitoring the CFO o Validating that resources are used prudently o Verifying that records and reports are accurate o Ensuring that risks are evaluated and controls are reasonable to mitigate them – no one person has unlimited access or control over assets or finances

Fiduciary Responsibility Duty of Loyalty Demonstrate complete and undivided allegiance and loyalty, put the organization’s interests above personal, family, or business interests Avoid conflicts of interest Disclose all potential concerns Maintain strict confidentiality

Fiduciary Responsibility Duty of Obedience Follow governing documents Adhere with stated policies Conform actions with stated purposes Comply with laws and regulations Evaluate programs: o Effectiveness and efficiency o Accomplishing organizational purposes

Fiduciary Responsibility It’s about Stewardship Boards should oversee and monitor all people, processes, and activities to ensure proper stewardship over an entity’s assets and activities

Risk Assessment Purpose and Process

Risk Assessment The Purpose Assets are safeguarded (stewardship) Transactions are properly authorized, executed, and recorded to demonstrate proper use of resources Integrity of financial information used by the board in decision making

Risk Assessment The Purpose Financial reporting to all constituents is complete, accurate, and transparent Compliance with applicable laws, regulations, and ethical responsibilities

Risk Assessment The Process Identify financial, operational, and external risks Understand and oversee processes for internal controls Assess insurance coverage for various exposures Consider contingency plans

Key Areas of Financial Oversight and Monitoring

Essential Financial Information for the Board: Budget and financial reports, dashboards Management analysis and commentary Independent audit reports Investment management reports Risk assessment summary Internal control monitoring reports Audit committee and internal audit reports

Key Areas of Financial Oversight and Monitoring Financial areas to monitor: Financial planning and budgeting, including cash forecasting/projections Interim and annual financial performance Contingency planning and budget changes Risk assessment and internal control systems

Key Areas of Financial Oversight and Monitoring Financial areas to monitor: Fraud prevention and detection measures Misconduct policy and whistleblower protection Identifying, avoiding, approving/managing conflicts of interest

Key Areas of Financial Oversight and Monitoring Financial areas to monitor: Reasonableness of compensation: o Employees, o Independent contractors, and o Service providers Timely payment of payroll and taxes Regulatory reporting and tax compliance

Key Areas of Financial Oversight and Monitoring Financial areas to monitor:  Liquidity – o Sufficient cash and short term investments to cover operating cash outflows, including current liabilities o Sufficient designated cash and short term investments to cover donor restricted net assets and to avoid internal borrowing  Condition of accounts receivable and payable

Effective Internal Control Systems

Effective Internal Control Systems The Framework The primary internal control framework used in the U.S. is based on a study of best practices and what is needed to establish and maintain an effective internal control system, referred to as COSO, resulting from a study released in 1992 by the “Committee on Sponsoring Organizations” of the Treadway Commission. COSO is an integrated framework

Effective Internal Control Systems The Objectives COSO Objectives: To provide reasonable assurance that the organization’s objectives will be met (risks mitigated) regarding: Effectiveness and efficiency of operations Reliability of financial reporting Compliance with laws and regulations

Effective Internal Control Systems The Components Monitoring – evaluating the effectiveness of controls and reporting of deficiencies Information and communication – providing important financial and control information inside and outside the organization Control activities – implementing policies, procedures and other safeguards – preventative and detective Risk assessment – assessing risks related to financial reporting Control environment – tone at the top, core values, structure, management philosophy, and staff capabilities

Effective Internal Control Systems

COSO Cycle

Effective Internal Control Systems Considering Fraud  Understand that intent is the difference between errors and fraud  Consider the adequacy of fraud prevention and detection measures, including training and awareness at all levels of management  Be alert to three types of fraud: o Financial Reporting Fraud o Misappropriation of Assets o External Fraud

Effective Internal Control Systems The Fraud Triangle

Effective Internal Control Systems Considering Fraud Some Areas of Fraud Risk to Monitor: Diversion of revenue or assets for personal use Vendor fraud Payroll fraud Altered checks Personal expenses paid or reimbursed Padded or duplicate expense reimbursements Lack of bank statements & reconciliations review Lack of journal entry review and approval

Summary  Understand fiduciary responsibilities and duties, periodically evaluate board performance  Focus on risks and outcomes, assess vulnerability and degree of mission accomplishment  Monitor key areas of financial operations, be vigilant to know and ask questions  Assure that effective internal control systems are in place and being well maintained

Recommended Resource

Recommended ResourceContact Information Dan Campbell, Partner Atlanta Ext. 120 Columbia