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Governance 3 ws
What? Why? Who?
What is Governance?
The process and structure used to guide and direct an NGOs 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 organizations financial and administrative operations. Maintain checks and balances in the health and planning of an organization. It is more than mere management!
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Why Governance?
Helps NGOs focus on activities that contribute to achieving the organizations 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.
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 Boards governance responsibilities are to protect the interests of the organization and its stakeholders. Many argue that the Board governs and the staff manage.
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So what is a Board?
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.
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
Board Responsibilities
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Board Responsibilities
1. Determine the organizations mission and purpose
Articulate, understand, support and evaluate mission, vision and other guiding principles
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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 organizations staff.
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Honest Enthusiastic Open minded A team player Tolerant of differing views Friendly Responsive Competent Supportive
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Chair/ President
Oversee Board and Executive Committee meetings Work in partnership with the Executive Director to achieve the organizations mission Encourage Boards 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
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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.
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Secretary
Maintain records of the Board and ensure effective management of the organizations 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
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John Carver
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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
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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.
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