February 25th – February 29th, 2008 Benoni, South Africa Susan Mugwe New Partners Initiative (NPI) Round One Partners’ Meeting GOVERNANCE

New Partners Initiative Round One Partners Meeting 2 Governance – 3 w’s What? Why? Who?

New Partners Initiative Round One Partners Meeting 3 What is Governance? The process and structure used to guide and direct an NGO’s operations and activities. Defines the relationship and the division of power and establishes mechanisms to achieve accountability among the board of directors, the management and the stakeholders. Can include policy decision-making and oversight of the organization’s financial and administrative operations. Maintain checks and balances in the health and planning of an organization. It is more than mere management!

New Partners Initiative Round One Partners Meeting 4 Why Governance? Helps NGOs focus on activities that contribute to achieving the organization’s mission and goals. It is more than ensuring that resources are used wisely. An avenue to be responsive to the organization and its varied stakeholders.

New Partners Initiative Round One Partners Meeting 5 Who Governs? At the center of any successful governance system is the Board of Directors. In fact, governance is the primary function of the Board of Directors as they serve as the supervisory and complementary body in the structure and operation of the organization. The Board’s governance responsibilities are to protect the interests of the organization and its stakeholders. Many argue that the Board governs and the staff manage.

New Partners Initiative Round One Partners Meeting 6 So what is a Board?

New Partners Initiative Round One Partners Meeting 7 A Board is…. A group of external people who collaborate to: set the strategic direction of the organization, provide oversight & supervision to ensure that the management & operations are legal, effective & appropriate. the Board is ultimately responsible for governing the organization & holds legal responsibility for the organization & its operations.

New Partners Initiative Round One Partners Meeting 8 Why is a Board important? Is the primary governing body for the organization Supports the management structure Maintains strategic direction Ensures efficiency and effectiveness Guides use/allocation of resources Enhances public standing Maintains integrity and accountability of the organization Is accountable and responsive to stakeholders

New Partners Initiative Round One Partners Meeting 9 Types of boards START UPS - Founding members; Strong Ownership and Emotional Commitment; Small and Simple; Local Operations; No Reserves; Few Assets; Few Systems and Policies; Single source of funds MATURE - 2nd & 3rd generation members; Professional Board; Large and Complex; Regional & International Operations; Reserves & Investments; Property and Assets; Comprehensive Policies; Publications; Diversified Funding Sources WEAK BOARDS –“Rubber Stamp” Boards - “Representative” Boards; “Large” Boards; “Political” Boards; “Idle” Boards; “Advisory” Boards –“Dysfunctional” Boards - Conflict of Interest: Political, Economic, Personal; Confusion of Roles: Micro-managing, representing staff, donors, beneficiaries, suppliers or competitors; Apathy, poor communication, non-attendance, void of leadership; “Corrupt” BoardsTypes

New Partners Initiative Round One Partners Meeting 10 Board Responsibilities The ‘Essential Eleven’

New Partners Initiative Round One Partners Meeting 11 1.Determine the organization’s mission and purpose –Articulate, understand, support and evaluate mission, vision and other guiding principles 2. Select the Executive Director –Design job description –Undertake search process –Ensure ED can effectively and efficiently complete assigned duties Board Responsibilities

New Partners Initiative Round One Partners Meeting 12 Board Responsibilities cont’d 3. Support the ED and Review performance –Provide moral and professional support –Agree upon periodic review process 4. Ensure Effective Organizational Planning –Participate in overall strategic planning –Assist in implementing goals –Approve strategic plans and work plans

New Partners Initiative Round One Partners Meeting 13 Board Responsibilities cont’d 5. Ensure Adequate Resources (Financial) –Work in partnership with ED to raise funds –Provide adequate resources for the organization 6. Manage Resources Effectively –Approve all operating budgets –Remain accountable to donors and public –Ensure financial controls in place –Reinforce policies and procedures to guarantee appropriate use of funds

New Partners Initiative Round One Partners Meeting 14 Board Responsibilities cont’d 7. Determine, monitor and strengthen programs and services –Ensure consistency with mission, vision –Provide oversight to implementation –Monitor effectiveness –Help enforce solutions to problems of poor program performance

New Partners Initiative Round One Partners Meeting 15 Board Responsibilities cont’d 8. Enhance the organization’s public image –Serve as primary link to community –Articulate mission, goals and accomplishments –Serve as ambassadors of the organization –Garner support from important community members and leaders –Guide a public relations strategy

New Partners Initiative Round One Partners Meeting 16 Board Responsibilities cont’d 9. Ensure legal and ethical integrity and maintain accountability –Develop organizational policies and internal controls to prevent fraud and abuse –Ensure compliance with local laws –Encourage fair practices and moral decision- making –Arbitrate, when requested, in grievance procedures

New Partners Initiative Round One Partners Meeting 17 Board Responsibilities cont’d 10. Recruit and Orient New Board Members –Sustaining itself is key –Advertise and recruit for new positions –Carefully prepare new members for their roles –Offer materials/ orientation for new members 11. Assess its own performance –Recognize achievements –Discuss shortcomings –Complete self assessments regularly

New Partners Initiative Round One Partners Meeting 18 Board Members Are individuals who are willing to dedicate time and resources to the organization. The have a broad range of qualities and expertise, including professional skills, management experience and recognition among the public. Should complement each other and the organization’s staff.

New Partners Initiative Round One Partners Meeting 19 Board Members: Roles and Responsibilities Regularly attend Board meetings and important related meetings Make serious commitment to participate actively in committee work Volunteer for and willingly accept assignments and complete them thoroughly and on time Stay informed about committee matters, prepare for meetings, review and comment on minutes and reports Get to know other committee members and build a collegial work relationship that contributes to consensus Active participation in annual evaluation and planning efforts

New Partners Initiative Round One Partners Meeting 20 Board Members: Roles and Responsibilities cont’d Participate in fundraising for the organization Be informed about the organization’s mission, services, policies and programs Inform others about the organization Keep up to date on developments in the organization’s field Follow conflict of interest and confidentiality policies Refrain from making special requests of the staff Assist the board in carrying out its fiduciary responsibilities, such as reviewing financial statements

New Partners Initiative Round One Partners Meeting 21 Successful Board Member Characteristics BE: Honest Enthusiastic Open minded A team player Tolerant of differing views Friendly Responsive Competent Supportive

New Partners Initiative Round One Partners Meeting 22 Successful Board Member Characteristics HAVE: Integrity Loyalty A sense of humor A concern for the organization’s development A willingness to tackle complex problems with relish An orderly and efficient approach to decision making

New Partners Initiative Round One Partners Meeting 23 Composition of the Board: Officers Chair/ President Vice Chair/Vice President Treasurer Secretary

New Partners Initiative Round One Partners Meeting 24 Chair/ President Oversee Board and Executive Committee meetings Work in partnership with the Executive Director to achieve the organization’s mission Encourage Board’s role in strategic planning Monitor financial planning and financial reports Play a leading role in fundraising activities Assist in preparing meeting agenda with ED Assist in new Board member orientation

New Partners Initiative Round One Partners Meeting 25 Chair/ President cont’d Oversee search for Executive Director Evaluate performance of Executive Director Evaluate annual performance of the organization in achieving its mission Coordinate periodic Board assessment Act as an alternative spokesperson for the organization Consult with Board members on their roles and help them assess their performance

New Partners Initiative Round One Partners Meeting 26 Vice Chair/ Vice President Perform President’s responsibilities when he/she is not available Report to the President Work closely with President and other staff Participate closely with the President to develop and implement officer transition plans Perform other responsibilities as assigned by the Board Frequently assigned to special areas of responsibility such as membership or personnel

New Partners Initiative Round One Partners Meeting 27 Treasurer With Chief Finance Officer (CFO), manage the finances of the organization With CFO, administrate fiscal matters of the organization Provide annual budget to the board for members’ approval Ensure development and board review of financial policies and procedures Analyze programs, policies and goals of organization in light of financial standing, requirements and capabilities Ensure appropriate financial reports are made Chair the Finance Committee (if one exists) Recommend and work with CFO to prepare for audit Ensure, through the staff and Finance Committee, sound management and maximization of cash and investments.

New Partners Initiative Round One Partners Meeting 28 Secretary Maintain records of the Board and ensure effective management of the organization’s records Manage minutes of Board meetings Ensure minutes are distributed to members shortly after each meeting Review and/ or amends previous meeting minutes at each subsequent meeting Be sufficiently familiar with legal documents to note applicability during meetings

New Partners Initiative Round One Partners Meeting 29 Board/ Executive Director and Staff “No single relationship in the organization is as important as that between the Board and its chief executive officer. Probably no single relationship is as easily misconstrued or has such dire potential consequences. That relationship, well conceived, can set the stage for effective governance and management.” John Carver

New Partners Initiative Round One Partners Meeting 30 Board governsStaff/ ED manages Board provides counselStaff/ED involved in the day to day affairs Board focuses on larger issues Some organizations have the ED serve as a voting member of the Board of Directors. Clear expectations are critical Board/ Executive Director and Staff

New Partners Initiative Round One Partners Meeting 31 Cessation of Appointment An NGO Board Member could cease to be a Member if: he/she resigns, he/she no longer has an employer who is supportive of the time commitment required he/she no longer has links to the organizations that secured his/her nomination and/or selection to the Board he/she is unable to perform the agreed upon tasks he/she is unable to work with the other NGO Board Members as part of a team a conflict of interest is declared

New Partners Initiative Round One Partners Meeting 32 Summary The Board: 1.Is important 2.Has specific roles and responsibilities separate from the Executive Director and Staff 3.Has officers to guide, monitor and evaluate the organization and its leadership in all areas of mission, finance and law 4.Establishes committees to advise on challenging issues 5.Responds to the needs of stakeholders and ensures the organization stays on track – it is accountable.