good governance: leading through change

© NCVO 2010

G o o d g o v e r n a n c e : l e a d in g

t h r o u g h c h a n g e

NCVO Annual Conference1 March 2011

© NCVO 2010

This session will cover

• Key aspects of good governance to assist your organisation in the current climate

• Steps an organisation can take to ensure the basics are covered

• YHA case study

www.wrigleys.co.ukwww.wrigleys.co.ukTel: 0113 244 6100Tel: 0113 244 6100

NCVO Annual ConferenceNCVO Annual Conference1 March 20111 March 2011

Good governance: Leading through Good governance: Leading through changechange

Chris Billington, Partnerhris Billington, Partner

Charity & Social Economy TeamCharity & Social Economy Team


Good GovernanceGood Governance

““the systems and processes concerned the systems and processes concerned with ensuring the overall direction, with ensuring the overall direction,

effectiveness, supervision and effectiveness, supervision and accountability of an organisation”accountability of an organisation”

The Governance of Public and Non-profit The Governance of Public and Non-profit Organisations: what do boards do?’, Organisations: what do boards do?’,

Cornforth-Routledge, 2003Cornforth-Routledge, 2003



Governance frameworkGovernance framework

ComplianceCompliance

Good practiceGood practice





Charities ActsCharities Acts

Company ActsCompany Acts

other legislationother legislation

Charity Commission (2008) CC3: The Charity Commission (2008) CC3: The Essential Trustee: What you need to knowEssential Trustee: What you need to know



CC3: The Essential TrusteeCC3: The Essential Trustee

The Trustees have ultimate The Trustees have ultimate responsibility for directing the affairs of responsibility for directing the affairs of a charity, and ensuring that it is a charity, and ensuring that it is solvent, well-run, and delivering the solvent, well-run, and delivering the charitable outcomes for the benefit of charitable outcomes for the benefit of the public for which it has been set upthe public for which it has been set up





Ensure that the charity complies with Ensure that the charity complies with charity law, and with the requirements charity law, and with the requirements of the Charity Commission as of the Charity Commission as regulator; in particular ensure that the regulator; in particular ensure that the charity prepares reports on what it has charity prepares reports on what it has achieved and Annual Returns and achieved and Annual Returns and accounts as required by lawaccounts as required by law





Ensure that the charity does not breach Ensure that the charity does not breach any of the requirements or rules set any of the requirements or rules set out in its governing document and that out in its governing document and that it remains true to the charitable it remains true to the charitable purpose and objects set out therepurpose and objects set out there





Comply with the requirements of other Comply with the requirements of other legislation and other regulators (if any) legislation and other regulators (if any) which govern the activities of the which govern the activities of the charitycharity





Act with integrity, and avoid any Act with integrity, and avoid any personal conflicts of interest or misuse personal conflicts of interest or misuse of charity funds or assetsof charity funds or assets




Duty of prudenceDuty of prudence

Ensure that the charity is and will Ensure that the charity is and will remain solvenremain solventUse charitable funds and assets reasonably, and only in furtherance of the charity's objects




Duty of prudenceDuty of prudence

Avoid undertaking activities that might place the charity's assets or reputation at undue riskTake special care when investing the funds of the charity, or borrowing funds for the charity to use




Duty of careDuty of care

UUse reasonable care and skill, using personal skills and experience to ensure that the charity is well-run and efficient





Consider getting external professional advice on all matters where there may be material risk to the charity, or where the trustees may be in breach of their duties





UUse reasonable care and skill, using their personal skills and experience as needed to ensure that the charity is well-run and efficient.



Putting Governance into practicePutting Governance into practice

Governance is not about the board of Governance is not about the board of trustees doing everything itself, but it trustees doing everything itself, but it is about ensuring that things are doneis about ensuring that things are done



A Code for the Voluntary and Community A Code for the Voluntary and Community Sector Sector (2(2ndnd Edition, Oct 2010) Edition, Oct 2010)

The Code Founding GroupThe Code Founding Group

ACEVOACEVO

Charity Trustee NetworkCharity Trustee Network

Institute of Chartered Secretaries and Institute of Chartered Secretaries and AdministratorsAdministrators

NCVONCVO



An effective board will provide good An effective board will provide good governance and leadership by:governance and leadership by:

understanding their roleunderstanding their role

ensuing delivery of organisational ensuing delivery of organisational purposepurpose

working effectively as individuals and working effectively as individuals and as a teamas a team



An effective board will provide good An effective board will provide good governance and leadership by:governance and leadership by:

exercising effective controlexercising effective control

behaving with integritybehaving with integrity

being open and accountablebeing open and accountable



Common Governance IssuesCommon Governance Issues

Do you demonstrate Public Benefit?Do you demonstrate Public Benefit?

Are all of your activities within the Are all of your activities within the scope of your objects?scope of your objects?

Is your constitution fit for purpose?Is your constitution fit for purpose?

What measures have you in place to What measures have you in place to protect the assets of your charity?protect the assets of your charity?

How do you manage conflicts?How do you manage conflicts?

© NCVO 2010

Any questions?

The Governance JourneyCaroline White, Chief Executive

1 March 2011

25

The legacy ofhistory.

• Cooperative and Trade Union movement

• Volunteer management

• Democracy through representation

26

Theposition in 2005.

• Governance fragmenting

• Board of 26

• Regions disempowered

• Solution : a review

27

Thereview recommended.

• Reduce Board size

• Trustee terms of office

• Revitalise regions

• Annual celebration

28

The result was.

Nothing

29

What happenednext in 2008.

• Board took ownership

• Board changes

• Wider engagement

30

This thenachieved in 2009.

• Smaller board - 15

• Trustee terms of office

• All elected

• Terms of reference

31

Work in progress.

• Trustee appraisals

• Role of the Board

• AGM – open or representative

32

Challengefor the future.

Achieving the Chairman’s vision:

“Excellence in governance should enable the whole organisation to move forward together in the knowledge that everyone feels part of the process and shares the vision of where we are heading.”

YHA England & Wales is a member of Hostelling InternationalCompany Number 282555 Registered Charity Number 306122

YHA Thank youGet in touchYHA (England and Wales) LtdTrevelyan House, Dimple RoadMatlock, Derbyshire DE4 3YHTel +44(0)1629 592 700www.yha.org.uk

© NCVO 2010

C o m m o n is s u e s

• Board appraisal • The relationship between the board and senior staff• Board renewal• Crisis management e.g. reputational issue

© NCVO 2010

F u r t h e r in f o r m a t io n a n d

s u p p o r t

• NCVO Governance and Leadership team website: www.ncvo-vol.org.uk/governanceandleadership

• The Good Trustee Guide, NCVO 2010• Charity Commission website:http://www.charity-commission.gov.uk

• Code of Good Governance available at:

http://www.ncvo-vol.org.uk/products-services/publications/good-governance

http://www.ncvo-vol.org.uk/governanceandleadership

http://www.charity-commission.gov.uk/

http://www.ncvo-vol.org.uk/products-services/publications/good-governance

good governance: leading through change

Documents

smaller board

supportncvo governance

governance fragmentingboard

board agm open

good governance available

common issues board

good trustee guide

reputational issue ncvo