Transcript Company law: running the company

STRUCTURES AVAILABLE TO A GROUP
• Pick a structure that makes logical sense for your
group
• Use a governing document to manage the group
• Adhere to the rules/standing orders/articles you have
agreed to in your governing document
COMPLIANCE: WHAT DIRECTORS NEED TO KNOW
• Company returns made annually to the CRO
• Company and employer tax returns made to Revenue
• Sufficient insurance cover in place – possible risks
accounted for
• Sufficient policies and procedures in place to cover:
health & safety, employment practice, data protection,
child protection, and volunteer management
MEMORANDUM & 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
ARTICLES OF ASSOCIATION
Articles cover issues such as:
- Minutes
- Agenda
- Quorum
- Delegation of powers to sub-committees
- Removal of members
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)
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.
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
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
EMPLOYMENT LAW – MINIMUM POLICIES REQUIRED
• Disciplinary
• Maternity Leave
• Grievance
• Parental Leave
• Bullying & Harassment
• Adoptive Leave
• Equal Opportunities
• Carer’s Leave
• Data Protection
• Emergency Family
Leave
• Health & Safety
PRACTICAL RESOURCES
• Employment policies are contained in the Employee
Handbook. A sample handbook is available from the
Community Sector Employers’ Forum at www.erb.ie
• Legal requirements are available at:
- National Employment Rights Authority (NERA)
www.employmentrights.ie
- Equality Authority www.equality.ie
- Health & Safety Authority www.hsa.ie
- Labour Relations Commission www.lrc.ie
DEVELOPING AN EFFECTIVE RECRUITMENT STRATEGY
Steps:
• Define the work needs of the organisation
• Carry out a job analysis
• Write a job description
• Create a person specification
• Decide on the recruitment methods
• Select candidates for interview
• Carry out interviews (suitably trained)
• Select a suitable candidate
(Discrimination must not occur in process)
AVOIDING UNFAIR DISMISSAL CLAIMS
Essential Policies and Procedures
Equal Opportunity Policy
Review recruitment practices
Review interview procedures
Grievance policy
Policy and procedures on harassment
Anti-Bullying Policy
Performance reviews
Records (the onus of proof is on the employer)
TAKING DISCIPLINARY ACTION
•
•
•
•
•
•
•
•
•
•
Issue notice of disciplinary hearing
State right of representation
Listen – do not interrupt
Ensure all evidence is presented
Never give the impression that a decision has been made
Adjourn to consider all information
Impartial objective consideration
Disciplinary must be proportionate
Keep notes of all meetings
Right of appeal
(based on principles of natural justice)
POINTS TO NOTE
If a disciplinary issue arises that could lead to dismissal,
three points needed to be considered around the
dismissal issue:
1. What is in the employee’s contract?
2. What is the relevant legal requirement?
3. What is taking place in reality?
Custom and practice
THE ROLE OF SUPERVISION
• Monitor, evaluate and approve the employee’s
performance
• Give specific feedback to employees
• Facilitate communication and mutual understanding
• Discuss difficulties and sources of conflict
• Help the employee manage the workload
• Identify training needs
• Plan and set targets for the work
THE PURPOSE OF A PERFORMANCE APPRAISAL
•
To reflect on how the worker is fulfilling his/her role
•
To affirm what the worker has achieved over the period and his/her
strengths in the role
•
To clarify the expectations of the Board
•
To identify and discuss weaknesses and difficulties
•
To decide on what changes the worker needs to make
•
•
•
•
•
•
To develop a clear overview of the role and how this fits into the organisation
To review the worker’s job description and agree changes if necessary
To explore the worker’s long-term career plans
To identify training needs
To set goals and targets for the worker over the next period
To identify ways in which management may need to change in relation to the
worker
CHARITIES – REQUIREMENTS IN FUTURE
Charities Act 2009
Information needed to register:
A constitution/Memo and Arts of Association
Names and details of trustees
Fundraising plans (and plans for funding specific activities)
Details on your use of professional fundraisers
Activity plans re charitable purposes and area of operation
(nationally/outside state)
• Details of risk assessments and checks/safeguards for org.
working with vulnerable people
• Financial accounts for previous year and bank details
•
•
•
•
•
•
•