Governance Guiding Principles - Health Check

Principle 1 – Leadership

A Board should display strong leadership and clarity of vision by effectively controlling the organisation and ensuring the delivery of the objectives which make that vision achievable.

Leadership / Yes / No / Notes / Evidence
Does the organisation have a clear purpose and direction? Do the Vision and values remain relevant?
Are the activities of the organisation in line with the objects/purposes as set out in your constitution?
Does the organisation’s decision-making authority reflect the terms of the constitution and statutory requirements? / Review current plans/constitution
Review services/activities
Service users engagement
Does the organisation have a writtenplan for what it wants to achieve including strategies for sustainability?
Financial planning carried out?
Is it regularly reviewed and renewed?
Have the stakeholders been consulted? / Business plans
Fundraising strategy
Assessing trading/income generation opportunities
Does the organisation have an annual work plan? / Operational plan
Work plans
Service level agreements
Are there policies and procedures in place?
Is there a performance management system in place? / Staff contracts & handbook
Operational policies
Custom and practice
Is the board clear about who the beneficiaries and stakeholders are? / Records of service users
Register of Members
Funders
Statutory bodies
Governing document
Are there clear lines of delegated authority?
Governance v management - clarity of role of board and CEO/key staff – what authority do key staff have?
Does the Board manage and supports the staff and volunteers and ensures they are accountable? / Governing Documents
Minutes
Organisation chart
Scheme of Delegation
Terms of reference
Role descriptions
Job descriptions
Minutes
Policies
Induction
Appraisals
Are procedures in place to help the board regularly monitor and evaluate the work of the organisation? / Staff and/or volunteer reports.
Reports to funders
Financial reporting against budget.
On-going monitoring and review
Does the board have access to training and further support?

Actions Required

Required Action / Who? / When?

Principle 2 - Ethics & Integrity

A Board should demonstrate a strong commitment to integrity and ethical values and possess the highest personal and professional ethics, and be committed to representing the long-term interests of the organisation and its clients, customers or stakeholders.

Ethics & Integrity / Yes / No / Notes / Evidence
Are your board members aware that they must always act in the best interests of your organisation? / Code of conduct
Board induction
Minutes of board meetings
Does your board have a code of conduct in place for board members to follow? / Code of Conduct
Board Induction
Does the board have a policy on payments to its members which is in line with the governing document? / Is this permitted by the governing document?
Policy
Expenses policy
Do you have procedures in place to deal with conflicts of interest? / Conflicts of interest policy
Conflicts of interest register
Standing item on agenda
Governing document
Minutes
Do you have procedures in place to deal with gifts and hospitality? / Policy on gifts
Do you have guidelines in place for who is authorised to speak on behalf of the organisation, especially to the media? / Communications policy
Training records (e.g. for media training, public speaking etc)
DO you have a policy and process relating to Equality & Diversity, Protection of Vulnerable Groups / Disclosure Scotland
PVG Policy
Equality Policy

Actions required to adhere to Principle 2

Required Action / By whom / By when

Principle 3 - Stewardship

A Board, as stewards, should ensure the careful and responsible protection and management of the assets, the reputation, and the long-term functioning of the organisation.

Stewardship / Yes / No / Notes / Evidence
Does the board regularly review the organisation’s effectiveness against plans and targets? / Monitoring systems
Evaluations
Satisfaction surveys
Staff reports
Consultation with stakeholders
Regularly review and renew organisation wide policies
Does the board set appropriate financial systems in place? / Bank statements
Cash book/petty cash records
Budget
Management accounts
Invoices
Finance policy(ies)
Segregation of duties
Cheque signatories
Is the financial reporting to your trustee board clear and understood by the board members at each meeting? / Minutes of board meetings
Agenda of meetings
Budget updates
Management accounts
Income and expenditure sheet
Finance training for board members
Does your board ensure that your organisation’s assets are only used to achieve your objects (which will be set out in your governing document)? / Minutes of board meetings
Agenda of meetings
Constitution
Business plan/forecast
Register of assets
Do you have a system in place to assess the risks that your organisation faces (both short and long term), and to try to minimise those risks? / Risk assessments
Risk register
Register of interests
Business plan/forecast
Rescue plan
Insurance policies
Policies and procedures
Details of your reserves
Is your board aware of the legal and compliance obligations of your organisation? / Contracts of employment
Insurance
Policies
Risk assessments
Accident book
Fire alarms and extinguishers
Leasing agreements
Proof of compliance with Charity Law (and Company Law and administration requirements if you are a company)
Subscriptions to legal update publications/mailings
Membership of an umbrella body
Does your organisation have in place the policies that are necessary for it to operate well, taking in to account the needs of your members/service users and your legal and compliance obligations / Policies
Is the constitution up to date and reflects the activities of the organisation / Constitution
Business plan

Actions required to adhere to Principle 3

Required Action / By whom / By when

Principle 4 - Accountability & Transparency

A Board should ensure that it operates in an open and transparent manner and that it is accountable and uses trusted channels of communication and consultation to engage effectively with its stakeholders.

Accountability & Transparency / Yes / No / Notes / Evidence
Is your board open, accountable and responsive to your members, service users, partners, funders and other stakeholders? / Annual report
Newsletter(s)
Up to date website with details of how people can feed back to you
Consultations
AGM and regular open meetings
Suggestions box/book
Reports to funders
External audit/evaluation
Partnership agreements
Do your board members understand the legal requirements relating to the publishing of annual reports and accounts? / Charity law
Company law (if you are a company)
Subscription to legal publication/updates
Do you have a procedure in place for people to make a complaint if necessary (either internally or externally)? And are trustees, staff and volunteers trained in how to deal with complaints that are made? / Clear complaints procedure, both for internal and external complaints
Policy on dealing with complaints
Training records
Are you aware of your organisation’s responsibilities for the wider community? / Environmental policy and procedures for its implementation

Actions required to adhere to Principle 4

Required Action / By whom / By when

Principle 5- Effectiveness

A Board should have the appropriate balance of skills, experience, independence and knowledge to enable them to control the organisation and discharge their duties and responsibilities effectively.

Effectiveness / Yes / No / Notes / Evidence
Is the role of your board clearly defined? / Written role descriptions
Are your board meetings effective? / Appropriate agenda
Quorums met
Minutes including records of decisions made
Regular reports and other info received
Held regularly
Well attended
Have you got adequate skills, or reasonable access to skills, and experience on your board ? / Skills audit
Training eg child protection, recruitment
Evidence of advice obtained
Has your board received appropriate information and guidance in relation to its governance role? / Induction pack/ materials
Governance training
Mentoring
Governance events / seminars/conferences
Regular policy updates
Have you got appropriate staff management systems in place? / Staff contracts
Clear roles
Job descriptions and accountability
Regular supervision of all staff including most senior staff member
Training and development
Appropriate HR policies
Have you got appropriate systems in place for recruitment and management of volunteers? / Volunteer policy
Induction
Role descriptions
Agreements
Volunteer expenses policy
Training
Support and supervision

Actions required to adhere to Principle 5

Required Action / By whom / By when

Principle 6 - Roles and Responsibilities

A Board should ensure that it is clear about its own role and responsibilities, as well as those of its officers, and maintains a strategic rather than reactive focus in the execution of its duties.

Roles & responsibilities / Yes / No / Notes / Evidence
Have the rules outlined in the governing document been followed in relation to:
- election of board ?
- co-option of new trustees?
- annual general meeting?
- quorum for meetings?
- admission of members? / Constitution
Articles of association
Trust Deed
Rules
Bye laws
Standing orders
Procedures at AGM
Minutes
Have you reviewed your governing document in the last three years? / Minutes of general meetings
Special resolutions
Date of adoption on document
Have you put in place ways to measure progress against agreed plans? / Organisation plans
Action plans
Staff and volunteer reports and supervision
Reviewed, updated policies
Minutes of meetings
Monitoring and evaluation
Achievement of outcomes
Are you aware of, and do you fulfil, the legal and compliance obligations of the organisation? / Letters of offer
Insurance
Contracts of Employment
Leasing agreements
Equal opportunities policy
Child protection and vulnerable adult policy inc Access NI checks
Charity law
Company law and administration requirements
Data Protection
Do you ensure compliance with health and safety legislation and fulfil your duty of care obligation to employees, volunteers, service users and the general public? / Health and Safety Policy and notices
Fire and Health and Safety Risk assessments
Fire alarms, extinguishers,
Accident book
Insurance policies
First Aid
Policies and procedures in line with good practice and legislation
Have you got appropriate financial systems in place? / Budget
Cash book
Cheque Journal
Ledger
Cash flow forecast
Management accounts
Approved written financial procedures
Segregation of duties
Required cheque signatories
Bank reconciliations
Is the financial reporting to the board clear, transparent, readily understood by all board members at each meeting? / Agenda of meetings
Treasurer input
Management accounts
Income and Expenditure sheet
Adequate guidance/mentoring
Are your annual accounts externally examined? / Full audit
Partial audit (accountant’s report)
Independent examination
Have you got a written up to date list of your voting members? / Register of members
If you have premises and other assets, are they used and maintained effectively? / Maintenance log
Fire safety procedures
Security procedures
Planning for renewal
Monitoring usage eg schedule of income analysis
Asset register
Insurance
Leases
Tenancy agreements
Franchise contracts
Does the board consider and manage risks (uncertainties, threats), both short-term and long-term, in all aspects of the organisation’s work? / Risk assessments carried out
Risk register in place Consideration of:
  • Governance risks
  • Operational risks
  • Financial risks
  • External risks
  • Compliance risks
  • Reputation
Training
Minutes of meetings
Does the board have clear procedures/guidelines to distinguish between staff and volunteer responsibility? / HR policies
Volunteer policies
Organisation charts
Role descriptions
Job descriptions
Do you meet the legal requirements in relation to the recruitment and management of staff? / Equal opportunity
Grievance and disciplinary policies
Bullying and harassment
Dismissal and redundancy
Remuneration
Leave entitlements
Access NI checks
Recruitment and selection training
Pension provision
Do you recognise, promote and value equality and diversity? / Equal opportunity policy
Training
In the composition of your board , staff, volunteers, beneficiaries

Actions required to adhere to Principle 6

Required Action / By whom / By when

Principle 7 - Participation

A Board should seek to identify, engage with and encourage participation of its stakeholders in decision making and planning.

Participation / Yes / No / Our evidence -
Please describe below / Evidence
Does the board ensure that there is regular and effective communication with key stakeholders? / Information provided is timely, relevant, accurate and good quality
AGM
Annual report
Newsletter
Website
Social media
Member/user participation
Regular meetings
Does the board ensure that there is regular and effective consultation with key stakeholders? / Consultations
Regular meetings
Questionnaires
AGM
Member/user feedback
Monitoring and evaluation reports
User forums
Accessible social media
Is the board accountable to key stakeholders about its’ own work and the governance of the organisation? / AGM
Annual report
Regular meetings
Partnership agreements
Procurement policy and procedures
Reports to funders
Accessible List of board members
External audit/evaluation

Actions required to adhere to Principle 7

Required Action / By whom / By when