Induction of New Board Members September 14 th, 2010 Trainer: 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 Board Provide 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 Board Act Legally: Health and Safety Legislation Equality Legislation Data Protection Company Law Employment Legislation Charity Legislation NOTE Support available: (HR) (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

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 Association Every 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 Association Articles 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 Training Purpose To help board members get up to speed with the role, the organisation and their legal responsibilities as quickly as possible Programme Includes 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