charity company secretary slides guide dogs
TRANSCRIPT
WHAT COMPANY SECRETARIAL ISSUES KEEP ME AWAKE!
Governance and Company Secretary Forum
6 November 2014
Key Areas
Outdated Board Procedures Data Protection Act Failing to have the right Board Composition Not Recognising and managing conflicts of
interest AGM Making sure that the right information in the right
format is given to the Trustees
Outdated Board Procedures
The Chairman and the Trustees will look to the Company Secretary for guidance on what their responsibilities are
Board procedures need to be followed and regularly reviewed to check compliance
Outdated procedures impact on decision making & may invalidate decisions – e.g. outdated financial delegated authorities
Governance framework needs to reflect reality & current practice not history or aspirations!
Data Protection Act
Company Secretary often the Data Protection Officer Very time consuming! Being a charity is no excuse, compliance is crucial No immunity from high fines – in Feb 14 BPAS was fined
£200,000 How confident are you that you have good data
governance in place? A breach is likely to create negative impact on
fundraising How will the new Regulations impact on the charity
sector? Qualified DPO ….. Will that be you?
Board Composition -Failing to: Have an open & transparent appointment process Have the right skills to enable the Board to act
collectively Manage any dominate / controlling individuals Promote a diverse Board in its wider sense –
representing the community you serve Have agreed tenures for Trustees Carry out an annual appraisal exercise Say goodbye to Trustees if necessary
Equates to an ineffective Board
Not Recognising and Managing Conflicts of Interest Cannot maintain the register if disclosures are
not made Annual declarations must be made by all
Trustees Standard agenda item Have a written conflicts of interest policy &
procedure Help new Trustees recognise a potential conflict Manage don’t avoid
AGM
Guaranteed sleepless night! Simple to get right easy to get wrong Check notice period in Articles – may be more
than 14 days Get Trustees to agree Members Register in
advance of posting Great opportunity to get member engagement
right; very public way of getting it wrong! Can feel like flogging a dead horse – need to
change this perception
Giving the right information in the right format to Trustees Understand preferred formats Maintain information at a strategic level Governance framework should alleviate conflict
between Board and Executive Be prepared to play referee Agree principles for the look & feel of papers Don’t bombard with information – keep it
pertinent Manage Trustee interaction with employees
