1. Facilitated by: Pobal Training Initiative

2.  Using the “Managing Better” Toolkit  Principles of Good Governance  Key Responsibilities of the Company Secretary  Overview of the Legal Requirements of Company Directors  Managing the Operation of the Board  Evaluating Governance in the Organisation and Identifying Follow-up Actions

3.  Reference Guide Covers: - Legal Structures and Status -Companies -Board of Directors -Operation of the Board -Relevant Legislation -Template Documents -References and Sources of Support

4.  What is Good Governance? Reference section 1 of your Managing Better Toolkit Pg 7 -10

5. 1. Providing Leadership for the Organisation:  Purpose, Vision, Values  Planning  Accountability

6. 2. Exercising Control over the Organisation  Regulatory Compliance  Financial and Management Control  Managing Risk

7. 3. Being Transparent and Accountable  Communication with Stakeholders  Responding to work and governance related queries  Enabling engagement in planning and decision- making

8. 4. Working Effectively  Clear roles, responsibilities and delegated decision- making responsibility  Effective board meetings  Board development, recruitment and retirement processes

9. 5. Behave with Integrity  Honesty, Fairness and Independence  Conflicts of interest/loyalties  Reputation of Organisation

10.  provide Leadership  develop, own and review Strategy  Vision, Mission, High Level Goals, Objectives  ensure adequate resources are provided  provide policies to govern operational activity  delegate delivery of Strategy to CEO  ensure reporting framework set for CEO  ensure compliance with legal obligations  assess Risk and ensure it is managed  hold CEO to account in relation to delivery of strategy  be, and be seen to be, accountable to stakeholders The Board Remains Responsible! (no delegation of responsibility) Governance at a Glance!

11.  True or False – you decide!  Responsibilities of company directors and secretaries (hand out)  What directors need to know about:  Charities Act 2009  Health and Safety  Employment Law  Equality  Data Protection

12. Disciplinary Grievance Bullying & Harassment Equal Opportunities Data Protection Maternity Leave Parental Leave Adoptive Leave Carer’s Leave Emergency Family Leave Health & Safety

13. Managing Staff Successfully The Steps: Getting the job right Selecting the right person Getting the formalities right (reporting, giving direction and feedback) Getting the relationship right Getting the induction right Making sure everyone is in support Growing the organisation

14. a Charities Regulatory Authority a register of charities - all charities operating in the state must register a definition of charitable purposes annual activity/financial reporting by charities new legal requirements for fund-raising + a Statement of Guiding Principles for fundraising

15. Health and Safety Issues Under the 2005 Safety, Health and Welfare at Work Act, responsibility is placed directly on those in charge in the workplace. = Boards are responsible for good corporate governance, setting objectives and targets and taking strategic decisions on all business issues including health & safety management. = Regular day-to-day management, control and direction of the organisation is the responsibility of the manager and his/her team.

16. 8 Rules of Data Protection You must… Obtain and process the information fairly Keep it only for one or more specified and lawful purposes Process it only in ways compatible with the purposes for which it was given to you initially Keep it safe and secure Keep it accurate and up-to-date Ensure that it is adequate, relevant and not excessive Retain it no longer than is necessary for the specified purpose or purposes Give a copy of his/her personal data to any individual, on request

17.  Working in groups, identify the key issues you believe affect the operation of the board

18.  Purpose of the Memorandum and Articles of Association  Using the agenda and board meeting minutes effectively  Running effective board meetings  Working with sub-committees  Running an Annual General Meeting  Using a Code of Conduct for board meetings  Managing Conflicts of Interest  Planning board member succession

19.  Working in groups, identify typical situations or scenarios that can challenge the relationship between the Chairperson and Chief Executive/Manager

20. governance and management …are distinct yet overlapping Governance: Board/Chair Management Manager/Co- ordinator

21.  Key elements of a successful relationship:  Appropriate communication, support and appraisal  Mutual respect  Agreed roles and responsibilities

22.  Use the implementation Guidelines outlined in the Governance Code to help you. Available at http://www.governancecode.ie http://www.governancecode.ie  Having read the governance implementation guidelines, identify the priority actions you need to address

23.  Is there clarity about the governing body?  Is there a focus on long- term direction?  Are boundaries between governors and management/operations clear?  Does your governing body adhere to the main principles of governance above?  Do your governing body members understand their role?  Can you identify your internal/external stakeholders?  Do you know what your stakeholders expect?

24.  Are your organisation’s existing structures and processes still valid?  Do you have an up to date strategic plan?  Do you have processes to manage risk?  Does your governing body understand the long-term financial position?  Do you have plans for recruiting and renewing your board and are directors’ skills appropriate?  Do you have a plan to develop your directors?  Do you have a board handbook / code-of- practice?

25.  www.pobal.ie  www.wheel.ie  www.carmichaelcentre.ie  www.erb.ie  www.odce.ie  www.cro.ie  www.revenue.ie  www.employmentrights.ie  www.equality.ie  www.hsa.ie  www.lrc.ie  www.ictr.ie  www.boardmatchireland.ie

26. Reference sections 8 (pg 45 – 47), 10 and 11 (pg 99) of your Managing Better Toolkit to find supplementary information, references, links and sources of support