CORPORATE GOVERNANCE ASSESSMENT TOOL

CORPORATE GOVERNANCE ASSESSMENT TOOL

CODE PRINCIPLE 1: BOARD LEADERSHIP

In the past year has the Board: The Board must lead and NGO CODE OF control; take responsibility Identified aspects of the organisations performance requiring for CORPORATE GOVERNANCE the organisations board action? performance; insist on Discussed the adequacy of resources? adequate information; Received proper management reports? inform management on its Received acceptable responses from management regarding requirements; communicate information sought? effectively with Mentored the CEO? management /staff and Reviewed management succession planning? ensure staffing and other resources are adequate.

CHECKLIST

On the issue of Board Leadership, we confirm that our organisation is: Fully compliant Partially compliant Non-compliant As demonstrated by:

Reason for non-compliance:

Outcome of Governance Assessment, and agreed actions for the coming year:

CORPORATE GOVERNANCE ASSESSMENT TOOL

CODE PRINCIPLE 2: BOARD ACCOUNTABILITY

In the past year has the Board: The Board must ensure NGO CODE OF everything is complied Received and reviewed all compliance needs? with; have internal controls CORPORATE GOVERNANCE Reviewed adequacy of internal controls? imbedded in organisation Asked for professional review of internal controls? systems; have risk Reviewed competence of statutory auditor? management strategies; Reviewed risks and risk management procedures? develop and maintain a Reviewed the current status of the reserves? reserves policy; prepare Reviewed the quality of the Directors Report? annual report and accounts Sought advice on diversity & equality? to governance standards; insist on diversity and On the issue of Board Leadership, we confirm that our organisation is: equality principles in Fully compliant everything. Partially compliant Non-compliant

CHECKLIST

As demonstrated by:

Reason for non-compliance:

Outcome of Governance Assessment, and agreed actions for the coming year:

CORPORATE GOVERNANCE ASSESSMENT TOOL

CODE PRINCIPLE 3: BOARD RESPONSIBILITIES

In the past year has the Board: The Board must NGO CODE OF agree Chairpersons Identified functions and authorities reserved to the board? responsibilities; determine CORPORATE GOVERNANCE resources required by secretary for induction and training Determined responsibilities of of directors? board/directors; require Reviewed all whistle-blowing cases? company secretary to Identified how directors must comply with board collective responsibility? deal with induction/ Properly communicated with members, ensuring that members can play training; give company a part? secretary responsibility for having whistle-blowing On the issue of Board Leadership, we confirm that our organisation is: procedures; and respect the Fully compliant rights and responsibilities Partially compliant of its membership Non-compliant As demonstrated by:

CHECKLIST

Reason for non-compliance:

Outcome of Governance Assessment, and agreed actions for the coming year:

CORPORATE GOVERNANCE ASSESSMENT TOOL

CODE PRINCIPLE 4: BOARD PERFORMANCE REVIEW AND RENEWAL

In the past year has the Board: The Board must review NGO CODE OF performance of board/ Used the Dchas check-list for board self-evaluation, or another directors; ensure board CORPORATE GOVERNANCE to review performance of board and directors? methodology contains mix of experience Agreed objective criteria for selecting directors/chairpersons? and competencies; Considered the current suitability of structures? use objective criteria Reviewed board meetings to ensure full involvement of all directors? for selecting directors; Tabled a strategic review? periodically review legal/ organisational structures; On the issue of Board Leadership, we confirm that our organisation is: enable all directors to Fully compliant participate; ensure board Partially compliant can meet at short notice in Non-compliant emergencies. As demonstrated by:

CHECKLIST

Reason for non-compliance:

Outcome of Governance Assessment, and agreed actions for the coming year:

CORPORATE GOVERNANCE ASSESSMENT TOOL

CODE PRINCIPLE 5: BOARD DELEGATION

In the past year has the Board: The Board must set out NGO CODE OF clear functions for board Reviewed functioning of committees? committees; define CORPORATE GOVERNANCE Formally reviewed the CEOs performance? responsibilities of CEO; and Insisted on formal authority level document assign responsibilities to Agreed what functions are delegated to the Chair? Chair. On the issue of Board Leadership, we confirm that our organisation is: Fully compliant Partially compliant Non-compliant As demonstrated by:

CHECKLIST

Reason for non-compliance:

Outcome of Governance Assessment, and agreed actions for the coming year:

CORPORATE GOVERNANCE ASSESSMENT TOOL

CODE PRINCIPLE 6: BOARD AND DIRECTOR INTEGRITY The Board must install code In the past year has the Board: NGO policy for board/ of conduct CODE OF Reviewed its code of conduct? staff ; apply board collective CORPORATE GOVERNANCE conflict of interest situations? Reviewed all responsibility; insist on Discussed the manner in which board confidentiality was respected? director participation in board committees; have On the issue of Board Leadership, we confirm that our organisation is: confidentiality of board Fully compliant affairs. Partially compliant
Non-compliant As demonstrated by:

CHECKLIST

Reason for non-compliance:

Outcome of Governance Assessment, and agreed actions for the coming year:

CORPORATE GOVERNANCE ASSESSMENT TOOL

CODE PRINCIPLE 7: BOARD OPENNESS

In the past year has the Board: The Board must ensure NGO CODE OF communications channels Reviewed how the board communicated and engaged with stakeholders? operate with membersGOVERNANCE all media matters were handled? CORPORATE and Reviewed how other stakeholders; engage Considered new practical ways of improving transparency? with key stakeholders; Actively promoted the AGM event? and have a strict policy on transparency & not On the issue of Board Leadership, we confirm that our organisation is: withholding information Fully compliant Partially compliant Non-compliant As demonstrated by:

CHECKLIST

Reason for non-compliance:

Outcome of Governance Assessment, and agreed actions for the coming year:

CORPORATE GOVERNANCE ASSESSMENT TOOL

CORPORATE GOVERNANCE: RECOMMENDED DOCUMENTATION Dchas recommends that Procedures NGO CODE OF each organisation should have Annual Planning and Budgetary documented the following: CORPORATE GOVERNANCE Procedures
Programme Management/ Programme Budgeting Procedures Internal Audit Procedures Internal Control Procedures Purchasing Procedures Accounting/Financial Procedures Accounting Manual HR Manual/Staff Handbook Disciplinary Procedures IT Systems/Procedures, including data protection and related obligations Reports Management Reports to board Programme Reports to board Reports to board on formal reviews of internal controls Management Accounts Budget Outcome Reports Cash Flow Budgets Cash Flow Statements Reports to board on committed public giving HR presentations to board Internal audit outcomes of field programme audits Internal audit reports on home operations Risk Management Assessments and Reports

CHECKLIST

Terms of Reference (TOR) documents Responsibilities of Board Responsibilities of Chairperson Arrangements for appointing directors Induction Arrangements for Directors TOR of Audit Committee TOR other board committees Internal Audit Guidelines (Internal Audit Charter)

Policies/Strategies Strategic Planning Methodology Annual Planning and Budget System Reserves Policy Fraud Policy Risk Strategy (Risk Register) Conflict of Interest Policy Treasury Policy Fundraising Strategy document Code of Conduct & Ethics Authority Levels document Health & Safety Policies Recruitment Strategies Equality & Diversity Policies

Dchas T. +353 1 405 3801 F. +353 1 405 3802 A. Dchas 12 Harcourt Street, Dublin 2, Ireland W. www.dochas.ie Dchas 2011