Induction of New Board MembersSeptember 14th, 2010Trainer: 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 BoardProvide Direction:

• 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 BoardAct 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:

• 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

Role of the Secretary• 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

• 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 AssociationEvery 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 AssociationArticles cover issues such as:

-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 TrainingPurposeTo help board members get up to speed with the role, the organisation and their legal responsibilities as quickly as possible

ProgrammeIncludes 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• 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