Transcript Induction of New Board Members - Carmichael Centre for Voluntary

Induction of New Board
Members
September 14th, 2010
Trainer: Caroline Egan, Carmichael Centre for Voluntary Groups
Group Exercise
Scenario:
Assume you are approaching a person to join your board as a
director.
Task:
Identify two good reasons why a person should join your board
Responsibilities of the Board
Provide Direction:
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Mission, vision, values
Ensure that there is a plan for the work
Policy positions
Supervise activity
Responsibilities of the Board
Safeguard assets:
• Look after the people, money, property and reputation of
the group
Responsibilities of the Board
Be Accountable:
• Report to stakeholders
• Communicate effectively with stakeholders
• Evaluate effectiveness
Responsibilities of the Board
Act Legally:
• Health and Safety
Legislation
• Equality Legislation
• Data Protection
• Company Law
• Employment
Legislation
• Charity Legislation
NOTE Support
available:
• www.erb.ie (HR)
• www.odce.ie
(corporate
enforcement)
Responsibilities of the Board
Work in an effective manner:
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Clear decision-making
Well run meetings
Abiding by a code of conduct
Planning board recruitment, induction, training and
succession
Role of the Chairperson
Plan meetings with the Secretary
Keep order at meetings
Encourage contributions / ask questions to clarify
Ensure decisions are made / keep to the point
Summarise decision at the end of agenda item
Make sure decisions are implemented
Represent the organisation externally
Establish clear reporting lines and good working relationships with
CEO
• Lead the Board and set direction for staff member
• Ensure that any work groups/committees are suitably run
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Role of the Secretary
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Plan meetings with the Chair/staff
Respond to correspondence
Make arrangements for meetings
Prepare and circulate the agenda
Take minutes
Keep contact details of members
The duties of the Company Secretary are specified and
available from www.cro.ie
Role of the Treasurer
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Present budgets and accounts
Present financial reports
Alert Board to any cash flow problems
Ensure accounting procedures and controls are in place
Liaise with CEO about financial matters
Advise on financial implications of new projects
Make sure appropriate insurance is taken out
Role of the CEO
• Implement the strategic plan and policies established by the Board
• Advise and inform the Board (provide Board administration and
support where required)
• Oversee the design, marketing, promotion, delivery and quality of
programmes and services
• Oversee fundraising planning and implementation, including
identifying resource requirements and potential sources of funding
• Ensure that all staff and volunteers contribute directly to achieving
the goals of the organisation
Memorandum and Articles of
Association
Every company must have a written constitution,
comprised of two documents:
• Memorandum – states the name, main objects clause
(principal activity) and the subsidiary objectives of the
company (typically wide ranging)
• Articles – state the rules for the internal management of
the company e.g.
Articles of Association
Articles cover issues such as:
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Minutes
Agenda
Quorum
Delegation of powers to sub-committees
Removal of members
Key Responsibilities of the
Company Directors
• Company Law – key requirements for board members
hand out
• Role of the company secretary hand out
Board Induction Training
Purpose
To help board members get up to speed with the role, the organisation
and their legal responsibilities as quickly as possible
Programme
Includes a variety of activities spread over a period of time:
• Orientation meeting with Chairperson/CEO (org. purpose, financial
position, issues facing the org., how meetings conducted, health &
safety )
• Presentation of Induction Pack
• Meetings and introductions to other board members
• Sign-off of policies and code of conduct contained in Board
Induction Pack
• Invitations to events and presentations
Board Induction Pack
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Copy of constitution/Memorandum and Articles of Association
Brief history of the organisation (and press clippings)
Current strategic plan
Organisational Chart
Job description of CEO/Manager
Contact details of other board members and organisation
Legal responsibilities of company directors and company secretary
Role and responsibilities of board members (role descriptors)
Latest annual report and accounts
Copies of minutes from the last 3 board meetings
Schedule of proposed board meetings for the year
List of board sub-committees, TOR, and their members
Code of Conduct for Board Meetings
Key policies
Key Policies – Potential List
Conflict of Interest Policy
Confidentiality Policy
Health and Safety Policy
Data Protection Policy
Internet Usage Policy
Equal Opportunities Policy
Employee related policies (copy of employee handbook)
Volunteer Management Policy (include procedures e.g.
harrassment, bullying, grievance etc.)
• Financial Policy
• Code of Business Conduct for Board members
• Code of Corporate Governance
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