1. Scouting Ireland Corporate Governance
Our Board and Management Structures
13 April 2019

2. Objective - Provide an insight into corporate governance in Ireland today and the governance structures for SI.
We will cover:
Changing Governance Landscape
Community and Voluntary Governance Code
Rational for the New Structures
Governance Structures
Strategy and Governance
Transitional Changes – Key Priorities

3. Governance landscape has changed dramatically over the last 10 years in Ireland.
A number of new codes have been introduced:
Code for Credit & Insurance Undertakings Mandatory
Governance Code for Community, Voluntary and Charitable Organisations Voluntary
Code of Practice for Governance of State Bodies Mandatory
Charities Governance Code Mandatory after 2021
So there is significant educational challenge required to upskill thousands of existing and new board members.

4. Future funding will be dependent on fit for purpose governance
Future governance structures will need to be supported by the appropriate culture and behaviours that can be evidenced
Mandatory inspections will be carried out by the Charities Regulator from 2021
Imperative that SI has a Board of Directors with the appropriate ethos, values, culture, associated behaviours and competencies and that it functions effectively.

5. Compliance with the Code is fundamental to securing future State funding
SI is a Type C organisation under The Code.
Main Type C characteristics - Board focuses solely on their governance & oversight role, delegating management and operational duties to the CEO and staff
Clear division between the governance role of the Board and the management role of staff.

6. Key principles of the Community and Voluntary Governance Code
What does this mean?
Leading the organisation
Clarity on the future strategy of SI
Exercising control over the organisation
Policies, procedures and reporting to ensure legal and regulatory compliance
Transparency and accountability
Accountability is clear at all levels
Working effectively
Collective responsibility of the Board
Board confidentiality is sacrosanct
Clarity on division of responsibilities between the Board and CEO
Behaving with integrity
Chair leads the Board in developing an ethical culture in line with SI values
Code of conduct for Board Members
Ensure Safeguarding in place and uphold SI reputation

7. Our new governance structures will ensure that SI meets the requirements of The Code by 2020
These fundamental requirements are:
Clear division between the governance and oversight role of the Board and that of the management role of the CEO and staff
Written statement of the division of responsibilities between the Board & CEO including the CEO’s delegated authorities
Establishment of Board Committees to focus on matters that require more depth and to free up Board time to focus on the more strategic matters   
Clarity of roles / responsibilities & clear accountability all levels in the organisation
Main issues requiring work to enable us to be Code compliant are;
Leading the organisation
Working Effectively
Behaving with integrity  

8. Board and Committee level structures – The Board will initially have 6 Committees

9. Board and Committee level structures – The Board will initially have 6 Committees - (Volunteer led)

10. CEO – Department Functions

11. Transition Committee
Transition Committee will have an initial term of 2 years, which can be extended by up to a further year if required.

12. Board and Committee level structures
Board – maximum of 10 directors elected by postal ballot
Three Board members can be co-opted on the recommendation of the Nomination and Remuneration Committee
Co-opted Board members will be recruited to fill the skills and competencies that do not currently exist, risk, finance, legal, etc.
Board committees will be Chaired by a member of the Board and resourced by a number of Board members
External members may be co-opted onto these committees if these specific skills are not on the Board.
External Members will not be members of the Board
Each Committee will have detailed terms of reference which will set out its duties.
Members of the Executive would also attend these Board Committee

13. Departments and Functions
Department as proposed Oct 18
Function now contained within
Youth Programme
Programme Services
Group Support & Development
Volunteer Resource Support & Group Management
Finance & Compliance
Volunteer Support
Administration & Relations
Finance & Compliance (Audit & Risk, Compliance)
Corporate Services (Company Secretary)
Facilities
Corporate Services (moving to Commercial Services)
Safeguarding
Human Resources
Volunteer Resource Support & Group Management (Volunteer Adult Resources + Training)
Corporate Services (Employee HR)
Communication
Information and Communication Management
Transition

15. Management level Structures

16. Management level Structures

17. Management level Structures
A Matters Reserved for the Board document will lay out the decisions that the Board can only take and those that will be delegated to the CEO 
CEO is responsible for the implementation of the strategy and holds the Managers accountable to work programmes and KPI

18. Core Teams will support the work of all Departments with the exception of Safeguarding
Core Team Role
Provide advice and support to the Department Manager on the following:
Policy development
Strategic planning
Annual Business and budgets
Annual work programme that supports the delivery of the various plans
Resolving significant key issues

19. Core Teams will support the work of all Departments with the exception of Safeguarding
Core Team Composition
Volunteer Chair and other Team Leaders (volunteers / staff members) with the appropriate skills and experience to add value to the Department Manager.
Department manager and relevant staff

20. Core Team will be assisted in its role by:
Core Teams will support the work of all Departments with the exception of Safeguarding
Core Team will be assisted in its role by:
SI Support Staff
Project teams composed of Volunteers (Adults & Youth leaders) and staff

21. Core Teams – Roles & Responsibilities
Volunteer Chair Role
Chair monthly meetings or more frequently if required
Agree work programme for the year and associated agendas with the Department manager
Provide advice and support as appropriate
Provide expert input on matters that are relevant to the particular function
Ensure that formal minutes and action points are kept and followed up

22. Core Teams – Roles & Responsibilities
Department Manager Role
Employed by SI
Reports to the CEO - part of the Management Team
Accountable for delivering on the agreed objectives of the Department
Attends monthly meeting (or more frequently if required) with the Core Team
Liaises closely with the Volunteer Chair / other volunteers who are part of the Core Team
Manages and supervises direct reports
Liaises with other functions as appropriate

23. Core Teams – Roles & Responsibilities
Selection Process for selecting the Volunteer Chairs
Nominations and Remuneration Committee will make recommendations to the Board after a formal recruiting process
Formal letters of appointment will be issued to the Voluntary Chairs etc outlining roles, responsibilities, term etc

24. The Office of the Chief Scout
The duties, role and powers of the Chief Scout shall be to:
represent the Company at ceremonial and other public events when requested to do so whether generally or specifically by the Directors;
chair meetings of the Members of the Company in general meeting; and
chair the Motions Committee established under Article 66.
Note: Copied from the Company Constitution
Chair of National Youth Assembly
National Youth Champion

25. County Commissioners and Provincial Commissioner
County Support
Group Support
Provincial Management Support team
Provincial Conferences

26. Provincial and Company Conferences
Workshops
Debates
Peer Learning
Networking
Discussing policy needs
Strategy progress updates
Input to guidelines (as appropriate)
Youth Presentations

27. Typical Strategy Process

28. Key role of the Board is to oversee and monitor SI Strategy
Strategic Plan sets out the future ambition, direction and priorities of the organisation
Implementation Plan sets out the work to be carried out by CEO, managers, staff and volunteers to deliver on the plan
Current SI Strategic Plan runs to end of 2019, so new one required for 2020 – 2022
Stakeholder consultation is a critical part of the strategy process as it gathers inputs/ ideas from everybody associated with SI
Strategic Plan, Implementation Plan & Annual Business Plan are key management tools that the Board can hold itself and the Executive to account for
However, priorities can change with the passage of time, but SI governance processes will facilitate these.

29. Transitional Changes - Key priorities
Identifying Board members who have the skills and expertise to chair each of the committees
Identifying, recruiting and co-opting up to three new non-executive directors with the skills and experience to fill competency gaps on the Board
Identifying and co-opting external members with the skills and experience to fill any competency gaps existing on the committees.
Recruiting Volunteer Chairs and other volunteers with the skills, experience and time to assist as part of the Core Team for each Department
Ensuring SI can close the gaps that currently exist to meet its obligations to be compliant with the Community and Voluntary Governance Code Compliance.
Manpower Plan