3. 5 Things Every Trustee Should Know/Do 1.Responsibilities 2.Governing Document 3.Prudent Control 4.Strategic Leadership 5.Challenge 6.Evaluation

4. Companies Act Seven General Duties (sections 171-177) Act within powers Promote the success of the company Exercise independent judgement Exercise reasonable care, skill and diligence Avoid conflicts of interest Not to accept benefits from third parties Declare interest in proposed transaction

5. Charities Act Safeguard and protect assets – stewardship. Duty to act collectively. Act in the best interests of the Charity. Responsible for the administration of the Charity. Must avoid conflict of interests. Responsible for everything the Charity does. Act reasonably and prudently in all matters.

6. Governing Document Legal document filed with the Registrar Sets out the objects of the Organisation Sets out the powers of Trustees/Directors in delivering the objects.

7. Definition Corporate Governance concerns the appropriate Board structures, processes and values to drive the enterprise forward to achieve the company’s purpose whilst keeping it under prudent control.

8. Prudent Control Governance Framework 1 Company Law/Charity Law Governing Document Statement of Reserved Matters Internal Financial Controls Risk Register Compliance Assurance

9. Statement of Reserved Matters The Statement of Reserved Matters records the powers which are exclusive to the Board and provides a clear framework for the distinction between Board governance and the executive management control placed on the Senior Executives.

10. Statement of Reserved Matters Approval of financial statements. Approval of Interim dividend and recommendation of final dividend. Approval of changes to accounting policies. Appointment or removal of Company Secretary. Remuneration of auditors and recommendations for appointment or removal of auditors.

11. Statement of Reserved Matters Approval of Strategic plans. Approval of budgets. Approval of borrowing. (threshold) Approval of tenders/contracts. (threshold) Approval of projects outside normal course of business. Formation of any subsidiary company, partnership or joint venture. (threshold) Approval of legal proceedings where significant financial/reputational risk. (threshold)

12. Internal Financial Controls The aims of internal financial controls are: to protect the company's assets; to identify and manage the risk of loss, waste, theft or fraud; to ensure the financial reporting is robust and of sufficient quality;

13. Internal Financial Control Framework Budget and Management Accounts Cashflow forecast Clear authority lines with £ thresholds for -Ordering equipment, goods or services -Signing cheques -Signing contracts -Authorising expenses

14. Strategic Leadership Governance Framework 2 Vision, Mission and Values Organisational Strategy Delegation to and Monitoring Management Building Stakeholder Relationships

15. Vision, Mission and Values What is your shared Vision? What is your Mission? What are your organisational Values which underpin your behaviour?

16. Strategy Have you got a Strategy? Is it written down? Do you monitor progress against it?

17. Stakeholder Management Have you identified your key stakeholders? Have you a tailored relationship building approach in place for each? Are you communicating your: Vision, Mission and Values Effective use of resources Impact/added value

18. Key Stakeholders Members Investors/Lenders/Funders Employees Beneficiaries Suppliers

19. Challenge Function

20. Trustee Evaluation Attendance Participation Challenge Relationships

21. Board Evaluation Strategy Monitoring Performance Stakeholder Relationships Risk and Financial Control In the Boardroom

22. Board Effectiveness High Understanding LowHigh Energy The Representative Board “Yes but” Malicious obedience The Professional Board Engaged Adding value The Passive Board Nodding Dinosaurs The Country Club Board Dangerous Enthusiasts

23. For further information contact: Brendan Mullan Tel: 028 9083 2311 Mobile: 078 9981 8588 Email: enquiries@virtusconsultancy.com www.virtusconsultancy.com