Pobal Training Initiative
Facilitated by:
 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
 Reference Guide Covers:
- Legal Structures and Status
- Companies
- Board of Directors
- Operation of the Board
- Relevant Legislation
- Template Documents
- References and Sources of Support
 What is Good Governance?
Reference section 1 of your
Managing Better Toolkit
Pg 7 -10
1. Providing Leadership for
the Organisation:
 Purpose, Vision, Values
 Planning
 Accountability
2. Exercising Control over
the Organisation
 Regulatory Compliance
 Financial and
Management Control
 Managing Risk
3. Being Transparent and
Accountable
 Communication with
Stakeholders
 Responding to work and
governance related
queries
 Enabling engagement in
planning and decisionmaking
4. Working Effectively
 Clear roles,
responsibilities and
delegated decisionmaking responsibility
 Effective board meetings
 Board development,
recruitment and
retirement processes
5. Behave with Integrity
 Honesty, Fairness and
Independence
 Conflicts of
interest/loyalties
 Reputation of
Organisation
Governance at a Glance!
 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)
 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
• Disciplinary
• Grievance
• Bullying & Harassment
• Equal Opportunities
• Data Protection
• Maternity Leave
• Parental Leave
• Adoptive Leave
• Carer’s Leave
• Emergency Family Leave
• Health & Safety
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
Managing Staff
Successfully
• 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
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.
Health and Safety
Issues
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
8 Rules of Data
Protection
 Working in groups,
identify the key issues you
believe affect the
operation of the board
 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
 Working in groups,
identify typical situations
or scenarios that can
challenge the relationship
between the Chairperson
and Chief
Executive/Manager
governance and
management
…are distinct yet overlapping
Governance:
Management
Board/Chair
Manager/Coordinator
 Key elements of a
successful relationship:
 Appropriate communication,
support and appraisal
 Mutual respect
 Agreed roles and
responsibilities
 Use the implementation Guidelines
outlined in the Governance Code
to help you. Available at
http://www.governancecode.ie
 Having read the governance
implementation guidelines,
identify the priority actions you
need to address
 Is there clarity about the
governing body?
 Is there a focus on longterm 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?
 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-ofpractice?
 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
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