COPE FOUNDATION BOARD GOVERNANCE MANUAL January 2014
COPE FOUNDATION BOARD GOVERNANCE MANUAL January 2014 Version 2 Table of Contents A. Executive Summary B. Policy Governance - Board Policies Ends Policy Services and Supports Governance Process Policy Global Governance Commitment Governing Style Board Job Description Agenda Planning Officers of the Board Chairpersons Role Company Secretary Board Members Code of Conduct Board Committee Principles Cost of Governance Board Decision making Chief Executive Limitations Policy Global Executive Restraint Treatment of Clients Treatment of Personnel Financial Planning and Budgeting Funding Services and Supports Financial Condition and Activities Chief Executive Succession and Contingency Asset Protection Compensation and Benefits Communication and Support to the Board Board and Chief Executive Linkage Policies Global Relationship Policy Unity of Control Accountability of Chief Executive 2 Delegation to the Chief Executive Monitoring Chief Executive Performance Appendix 1 – COPE Foundation Services and Supports – 2012 Baseline Appendix 2 – Board Committees Appendix 3 – Company Secretary – Main Duties 3 A. EXECUTIVE SUMMARY POLICY GOVERNANCE Policy Governance, an integrated board leadership paradigm created by Dr. John Carver, is a model of governance designed to empower boards of directors to fulfill their obligation of accountability for the organisations they govern. As a generic system, it is applicable to the governing body of any enterprise. The model enables the Board to focus on the larger issues, to delegate with clarity, to control management's job without meddling, to rigorously evaluate the accomplishment of the organization; to truly lead its organization. Policy Governance is designed to help non-profit Boards to: be accountable in the position of trust in which it has been placed by its “moral owners”; provide strategic leadership to the organisation — the board's key responsibility — by clearly defining, on behalf of the owners, what needs are to be met, for whom, and at what cost (Ends); distinguish clearly between Ends and Means (ways of doing things); establish clarity between the roles of board and management; unleash the creativity of management while holding management rigorously accountable for delegated areas; be involved in appropriate decisions without "meddling" or "rubber stamping"; set parameters for acceptable organisational performance and for itself by establishing broad policies in the following four logical categories: Ends – the benefits we want the organisation is to produce, for which people, at what cost. Ends are developed based on the Board's knowledge of and interaction with the owners – being those to whom the Board is morally accountable; Executive Limitations – the boundaries of prudence and ethics within which the Board allows the Chief Executive to make further decisions about Means, i.e. the way things are done. Chief Executive has maximum freedom in determining how to achieve the Ends once he/she operates within clear limits; Board–Management Delegation – the manner in which the Board delegates its authority to staff through the Chief Executive and holds the Chief Executive accountable. Single point delegation (Chairman to Chief Executive) – essentially the Board has one employee; and 4 Governance Process – the manner in which the Board itself operates, including its philosophy, accountability, discipline, and its own job. With these policies in place, the Board can delegate the achievement of the Ends to the Chief Executive, be assured that they are in fact being achieved, and that the manner in which this occurs does not exceed the Board's boundaries of prudence and ethics. This assurance is based, not on trust, but on a carefully structured monitoring process Policy Governance for COPE Foundation – the Board of COPE Foundation has agreed to adopt John Carver’s Policy Governance principles but with “zone of accommodation” for matters particular to COPE Foundation e.g. Boards role in fundraising and representing COPE Foundation. The COPE Foundation Board Governance Manual is broken down into these four categories of policy; opening with general policy statements, followed by more detailed statements to narrow the interpretative range. Policies are refines until the point at which the Board has to accept any reasonably interpretation of policy. 5 B. POLICY GOVERNANCE - BOARD POLICIES 1. 2. 3. 4. 1. Ends Policies Governance Process Policy Chief Executive Limitations Policy Chief Executive and Board Linkage Policy ENDS POLICIES POLICY TYPE: ENDS POLICY TITLE: SERVICES AND SUPPORTS_____________________ Subject to the availability of the necessary funding, children and adults with an intellectual disability and/or autism can access a range of person centred services and supports. The services and supports will be individually shaped for the person with an intellectual disability and/or autism, and developed and delivered in partnership with their parents and families. The services and supports will be provided and secured in line with best practice, policy and quality standards. The supports can include early intervention, education and training, short breaks and respite care, residential care and housing, day services, home support, leisure, sport and recreation, access to work, interventions including counselling and psychological services, social work, occupational therapy, speech and language therapy, physiotherapy, art therapy and music therapy . These supports will enable people of every ability to live life to the full1. COPE Foundation continues to aspire to support all the continuing needs of those already in the service, and respond to unmet need as can be managed with existing resources; and provided that it can ensure the wellbeing and safety of all involved, with adequate staffing and risk management in place throughout. Services and supports will be provided with a level of efficiency comparable or better than similar organisations, and will be monitored internally through the budgetary process and use of key performance indicators, as well as being externally benchmarked as is appropriate. Accordingly the Chief Executive shall ensure that COPE Foundation, 1 The actual service levels are set out in the appendix 3 of the Service Level Agreement with HSE. This is the baseline for the ENDS Policy and any deviation in future years will be done with approval by the Board of Directors. 6 1. Provides timely and appropriate support, interventions and ensures smooth transitions to children and adults with an intellectual disability and their families; 2. Provides timely assessments and interventions and ensures smooth transitions children and adults with autism, and supports their families; 3. Provides multidisciplinary disciplinary support to school aged children, who attend St Paul’s, Scoil Éanna, Scoil Bernadette. Scoil Aislinn, ensuring smooth transitions, and supporting their families; 4. Provides and secures access to post school training for young people, ensuring smooth transitions, and supporting their families; 5. Provides and secures access to adult community based day services and programmes for people; 6. Provide and secure access to a range of community based residential care, housing and home support for people; 7. Provide a range of community based respite and short breaks for people. See Appendix 1 for current year’s base line service levels agreed with the Health Service Executive. 7 2. GOVERNANCE PROCESS POLICY POLICY TYPE: POLICY TITLE: GOVERNANCE PROCESS GLOBAL GOVERNANCE COMMITMENT The purpose of the Board, on behalf of the Members of COPE Foundation, is to ensure that COPE Foundation (1) achieves defined results for defined persons at an appropriate value and (2) avoids unacceptable actions and situations and (3) acts in accordance with COPE Foundation’s defined values. POLICY TYPE: POLICY TITLE: GOVERNANCE PROCESS GOVERNING STYLE The Board will govern with an emphasis on (1) outward vision rather than internal preoccupation, (2) encouragement of diversity in viewpoints, (3) strategic leadership more than administrative detail, (4) clear distinction of Board and Chief Executive roles, (5) collective rather than individual decisions, (6) future rather than past or present, (7) pro-activity rather than reactivity and (8) the articulated values of COPE Foundation. Accordingly, 1. The Board will cultivate a sense of group responsibility. The Board, not the staff, will be responsible for excellence in governing. The Board will be the initiator of policy, not merely a reactor to staff initiatives. The Board will use the expertise of individual members to enhance the ability of the Board as a body rather than to substitute individual judgments for the Board’s values. The Board will allow no officer, individual, or committee of the Board to hinder or be an excuse for not fulfilling Board commitments; 2. The Board will direct, control, and inspire the organisation through the careful establishment of broad written policies reflecting the COPE Foundation’s values and perspectives about ends to be achieved and means to be avoided. The Board’s major policy focus will be on the intended long-term effects, not on the administrative or programmatic means of attaining those long-term effects; 3. The Board will ensure the health of COPE Foundation’s culture. The values of COPE Foundation shall be codified in order to provide an ethical framework for staff. A sustained programme shall be developed to embed espoused values in the hearts and minds of all staff, from the Board and senior management down. The Board shall spend quality time engaging with the values. The Board shall periodically audit the extent to which COPE Foundation gives consistent expression to its values in behaviour, systems, policies and structures. The Board shall ensure that there sufficiently detailed commitment to strengthen the culture set out in strategic plans and a thorough assessment of performance in delivering on these commitments in the annual report; 4. The Board will enforce upon itself whatever discipline is needed to govern with excellence. Discipline will apply to matters such as attendance, preparation, 8 policy-making principles, respect of roles, and ensuring continuance of governance capabilities. Continual Board development will include orientation of new Board members in the Board’s governance process and periodic Board discussion of process improvement; 5. The Board will monitor and discuss the Board’s process and performance at regular intervals. The Board’s self-monitoring will include comparison of Board activity and discipline to policies in the Governance Process and Board-Chief Executive linkage categories. POLICY TYPE: POLICY TITLE: GOVERNANCE PROCESS BOARD JOB DESCRIPTION The job of the Board is to represent the ‘Members’ in determining and demanding appropriate organisational performance. Accordingly, 1. The Board will produce the link between the organisation and the ownership. 2. The Board will produce written governing policies that, at the broadest levels, address each category of organisational decision: a. Ends: Organisational products, effects, benefits, outcomes, recipients, and their relative worth (what good for which recipient at what cost); b. Chief Executive Limitations: Constraints on Chief Executive authority that establish the prudential, ethical, value, reputable and public image boundaries within which all Chief Executive activity and decisions must take place; c. Governance Process: Specification of how the Board conceives, carries out, and monitors its own task; d. Board-Chief Executive Linkage: How power is delegated and its proper use monitored; the Chief Executive role, authority, and accountability. 3. The Board will ensure assurance of Chief Executive performance (against policies in 2a and 2b). POLICY TYPE: POLICY TITLE: GOVERNANCE PROCESS AGENDA PLANNING To accomplish its work with a governance style consistent with Board policies, the Board will follow an annual agenda that (1) completes re-exploration of Ends policies annually and (2) continually improves Board performance through Board education and policy review. 9 Accordingly, 1. The cycle will conclude each year on the last day of August so that administrative planning and budgeting can be based on accomplishing a one-year segment of the Board’s most recent statement of long-term Ends; 2. The cycle will commence with the Board’s development of its agenda for the next year: a. Consultations with selected groups in the ownership or other methods of gaining ownership input will be determined and arranged in the months September to November, to be held during the balance of the year; b. Governance education and education related to Ends determination (for example, presentations by futurists, demographers, advocacy groups, and staff) will be arranged in the months from September to November, to be held during the balance of the year; c. An annual Board ‘away day’; day for self-monitoring, strategic planning etc in September; 3. Throughout the year, the Board will attend to Consent Agenda terms as expeditiously as possible; 4. A discussion on monitoring will be included on the Board’s agenda if monitoring reports show policy violations or if policy criteria are to be debated; 5. The Board will shall review annually the employment terms and conditions of the Chief Executive; 6. The Board shall establish an annual policy review calendar to co-ordinate the review of every policy at least once a year; 7. The Board’s agenda structure will work in tandem with the annual plan, policy review and monitoring calendar. The Board’s agenda structure will consist of the following basic elements. Though items can be added to the agenda, the purpose of the basic structure is to assist the Board and Chief Executive in processing information in order to maintain a policy based orientation. Basic Board Agenda structure Minutes Major discussion topics Policy review/governance issues Monitoring report discussion (if necessary) Informational items (including consent agenda and Federation issues) Next meeting planning (informed by annual Board work calendar) Board self-evaluation 8. Consent Agenda - When Board approval is required by a higher governing policy matter such as bylaws or law, but not required specifically by the Board: 10 a. b. c. The Chief Executive shall bring a recommended action to the Board; The Board shall review the appropriate Chief Executive Limitation Policies, for their adequacy as a test for ethics, prudence, and compliance with other governing documents; The Board shall approve any action that falls within the Chief Executive Limitation Policies. 9. Board Self-Appraisal - In order to discipline itself and its efforts, the Board shall conduct an annual self-appraisal. This self-appraisal shall focus on: a. The Board’s performance in identifying and achieving the moral owners’ Desired Ends; b. The Board’s openness and communication among its members; c. The Board’s performance in terms of strengthening the culture of the organisation; d. The Board's ability and skill in developing and monitoring policy; e. The Board's adherence to policy and to its Policy Based Leadership; f. The Board's communication with the Chief Executive; g. The appropriateness of the Board’s code of governance in line with generally accepted best corporate governance practice. In line with best corporate governance practice, the Board shall be subjected to external appraisal every three years. 10. Matters requiring Board Resolution must be properly identified on Agenda. 11. The Board shall review COPE Foundation Memorandum and Articles of Association (and any By Laws thereunder) to their adequacy and appropriateness every three years. POLICY TYPE: POLICY TITLE: GOVERNANCE PROCESS OFFICERS OF THE BOARD 1. Officers of the Board shall be a Chair, Vice Chair. The officers of the Board shall not assume any part of the management of the organisation. Their focus shall be on co-ordinating and helping the Board do its work. 2. Officers, although elected by the Board annually, should not normally hold office for more than a three year continuous period. CHAIRPERSON’S ROLE The chairperson assures the integrity of the Board’s process and, secondarily, occasionally represents the Board to outside parties. Accordingly, 11 1. The job result of the chairperson is that the Board behaves consistently with its own rules and those legitimately imposed upon it from outside the organisation: 3. a. Meeting discussion content will be only those issues which, according to Board policy, clearly belong to the Board to decide, not the Chief Executive; b. Deliberation will be fair, open, and thorough but also timely, orderly, and kept to the point. The authority of the Chairperson consists in making decisions that fall within topics covered by Board policies on Governance Process and Board-Chief Executive Linkage, except where the Board specifically delegates portions of this authority to others. The Chairperson is authorised to use any reasonable interpretation of the provisions in these policies: a. To establish the agenda for Board Meetings in compliance with the policy calendar established by the Board in co-operation with the Chief Executive; b. The Chairperson is empowered to chair Board meetings, with all the commonly accepted power of that position (for example, ruling, recognising); c. The Chairperson shall ensure that at Board meetings there is a balance of time spent on strategy and risk with regulatory requirements and attaining effective levels of debate and constructive challenge; d. The Chairperson has no authority to make decisions about policies created by the Board within Ends and Chief Executive Limitations policy areas. Therefore, the Chairperson has no authority to supervise or direct the Chief Executive; e. The Chairperson may represent the Board to outside parties in announcing Board-stated positions and in stating chairperson decisions and interpretations within the area delegated to her or him; f. The Chairperson may delegate this authority but remains accountable for its use; g. The Chairperson on behalf of the Board shall ensure an annual review of the Chief Executive’s performance [see policies in 2(a) and 2(b) in Board Job Description]. VICE CHAIR ROLE The role of the vice-Chair is to fulfil the Chair’s functions and responsibilities in the absence of the Chair. 12 COMPANY SECRETARY To fulfil all legal requirements of the Company as laid down in the relevant legislation and the Articles of Association of COPE Foundation. Then functions and duties of the Company Secretary are set out in Appendix 3. The Company Secretary should be required to attend Board Meetings unless excused. POLICY TYPE: POLICY TITLE: GOVERNANCE PROCESS BOARD MEMBERS’ CODE OF CONDUCT The Board and it’s members commits to ethical and lawful conduct, including proper use of authority and appropriate decorum when acting as Board members in line with the values and objectives of COPE Foundation. Accordingly, giving priority to the substantive values of COPE Foundation: 1. Members must represent un-conflicted loyalty to the interests of the Members when acting as Board Members. This accountability supersedes any conflicting loyalty such as that to advocacy or interest groups and membership on other Boards or staffs. It also supersedes the personal interest of any Board member acting directly or indirectly as a consumer of the organisation’s services. 2. Board Members must avoid conflict of interest with respect to their fiduciary responsibility: a. There must be no self-dealing or any conduct of private business or personal services between any Board member and the organisation except as procedurally controlled to assure openness, competitive opportunity, and equal access to inside information; b. When the Board is to decide upon an issue about which a member has an unavoidable conflict of interest, that member shall not canvas the support of other members and shall absent herself or himself without comment from not only the vote but also from the deliberation; c. Board members must not use their positions to obtain or seek to obtain employment or benefit/opportunity with COPE Foundation for themselves, family members, or close associates or organisations in which they have a vested interest. Should a Board Member desire employment, he or she must first resign from the Board; d. Board Members will annually disclose their involvements with other organisations, with vendors or suppliers of services, or any other associations that might produce a conflict of interest with their role and duties as a Board Member of COPE Foundation. 3. Board Members may not attempt to exercise individual authority over the organisation except as explicitly set forth in Board policies: 13 a. Board Members’ interaction with the Chief Executive or with staff must recognise the lack of authority vested in individual Board members except when explicitly Board-authorised; b. Board Members’ interactions with public, press or other entities must recognise the same limitation and the inability of any Board member to speak for the Board except to repeat explicitly stated Board decisions; c. Board Members will give no consequence or voice to individual judgements of Chief Executive or staff performance except at Board meetings with prior notice to the Chairperson; 4. Board Members will keep confidential matters of a sensitive nature; 5. Board Members have a responsibility to each other, their fellow members, the owners of the organisation, and to the employees of COPE Foundation: a. They shall attend Board Meetings regularly and shall, if they are for more than three months absent (unless excused by the Board) from meetings of Board held during that period, consider that this serves as their automatic resignation; b. They shall become familiar with this Board Governance manual; c. They shall be properly prepared for meetings of the Board including prior review and consideration of the Agenda, draft Board Minutes and other materials communicated to them in advance of the Board meeting; d. They shall make informed decisions by insisting on sufficient and accurate information and then support all decisions once they have been fully discussed and resolved by the Board; e. They shall show respect for other Board Members, Officers and the Chief Executive and their opinions and respect the right of others to disagree; f. They shall actively regulate themselves and other members of the Board by identifying Board actions and conditions that run counter to these policies; g. They shall bring to the Chair’s immediate attention any condition or action that they believe exceeds a Chief Executive Limitation Policy or is in noncompliance with Board policy or the Memorandum and Articles of Association of COPE Foundation. 14 POLICY TYPE: POLICY TITLE: GOVERNANCE PROCESS BOARD COMMITTEE PRINCIPLES Board committees, when used, will be assigned so as to reinforce the wholeness of the Board’s job and so as never to interfere with delegation from Board to Chief Executive. Accordingly, 1. Board Committees are to help the Board do its job, never to help or advise the staff. Committees ordinarily will assist the Board by preparing policy alternatives and implications for Board deliberation. In keeping with the Board’s broader focus, Board committees will normally not have dealings with current staff operations; 2. Board Committees may not speak or act for the Board except when formally given such authority for specific and time-limited purposes. Expectations and authority will be carefully stated in order not to conflict with authority delegated to the Chief Executive; 3. Board Committees cannot exercise authority over staff. Because the Chief Executive works for the full Board, he or she will not be required to obtain approval of a Board committee before a Chief Executive action; 4. Board Committees are to avoid over-identification with organisational parts rather than the whole; 5. Board Committees will be used sparingly and ordinarily for specific purposes and be time limited; 6. This policy applies to any group that is formed by Board action, whether or not is called a committee and regardless whether the group includes Board members. It does not apply to any Committees formed under the authority of the Chief Executive. [The proposed Board Committees and general terms of reference are set out in Appendix 2.] POLICY TYPE: POLICY TITLE: GOVERNANCE PROCESS COST OF GOVERNANCE Because poor governance costs more than learning to govern well, the Board will invest in its governance capacity. Accordingly, 1. Board skills, methods and supports will be sufficient to assure governing with excellence: 15 a. Training and retraining will be used liberally to orient new members and candidates for membership, as well as to maintain and increase existing member skills and understandings; b. External independent monitoring assistance will be arranged so that the Board can exercise confident control over organisational performance. This includes but is not limited to fiscal audit; c. Outreach mechanisms will be used as needed to ensure the Board’s ability to listen to owner viewpoints and values; d. A budget for governance development will be set annually. POLICY TYPE: POLICY TITLE: GOVERNANCE PROCESS BOARD DECISION MAKING In making decisions the Board will strive for consensus with majority vote as the ultimate decision making framework. Accordingly, 1. On any issue which results in an equality of votes, the matter should be adjourned for final decision for an appropriate period (depending on urgency) and the meeting reconvened at which the matter can be further discussed, after which the Board shall make its decision. In the event of deadlock, the Chairperson shall have a casting vote. 16 3. CHIEF EXECUTIVE LIMITATIONS POLICY POLICY TYPE: POLICY TITLE: EXECUTIVE LIMITATIONS GLOBAL EXECUTIVE CONSTRAINT The Chief Executive of COPE Foundation shall not cause or allow any practice, act, or failure to act, decision, or organisational circumstance that is unlawful, imprudent, unethical, disreputable or that recklessly damages the public perception of the organisation, is not consistent with the organisation’s values, or is in violation of commonly accepted business and professional ethics or statutory obligations. POLICY TYPE: POLICY TITLE: EXECUTIVE LIMITATIONS TREATMENT OF CLIENTS2 With respect to interactions with clients or those seeking support from the COPE Foundation services, the Chief Executive shall not cause or allow conditions, unduly complex procedures, or decisions that are unsafe, undignified, disempower, are unnecessarily intrusive, or that fail to provide appropriate confidentiality or privacy. Accordingly, the Chief Executive shall: 1. Maintain and agree rights and responsibilities for clients; 2. Not use application forms that elicit information for which there is no clear necessity; 3. Not use methods of collecting, reviewing, transmitting, or storing client information that fail to protect against improper access to the material elicited; 4. Maintain facilities and operational processes that provide a reasonable level of privacy, security and safety within the resources available; 5. Not fail to establish with clients and/or their guardians a clear understanding of what may be expected and what may not be expected from the service offered; 6. Not fail to inform clients and/or their guardians of this policy, or to provide a grievance process to those who believe they have not been accorded a reasonable interpretation of their rights under this policy; 7. Not allow to be compromised the health, welfare and well being of clients; 8. Develop, activate and manage the culture of COPE Foundation on a continuous basis. 2 Terminology for “Client” may change. 17 POLICY TYPE: POLICY TITLE: EXECUTIVE LIMITATIONS TREATMENT OF PERSONNEL With respect to the treatment of personnel, the Chief Executive shall not cause or allow conditions that are not compliant with existing employment legislation and the policies and values of the organisation. Accordingly, the Chief Executive shall not: 1. Operate without written personnel policies that clarify personnel rules for staff, provide for effective handling of grievances, and protect against wrongful conditions such as nepotism and preferential treatment for personal reasons; 2. Prevent staff from contacting officers of the Board when (1) internal grievance procedures have been exhausted and (2) the employee alleges either that (a) Board policy has been violated to his or her detriment or (b) Board policy does not adequately protect his or her rights; 3. Fail to acquaint personnel with their rights under this policy. POLICY TYPE: POLICY TITLE: EXECUTIVE LIMITATIONS FINANCIAL PLANNING AND BUDGETING The Chief Executive in setting the direction and action plans for the COPE Foundation which are derived from the Ends policies, shall not allow the organisation to operate with a Strategic Plan that has a time frame of less than three years, that is not reviewed annually for adequacy and that is not responsive to changes in the environment. Financial planning for any fiscal year or the remaining part of any fiscal year shall not deviate materially from the Board’s Ends priorities, risk fiscal jeopardy, or fail to be derived from a multiyear plan. Accordingly, the Chief Executive shall not allow budgeting that: 1. Contains too little information to enable credible projection of revenues and expenses, separation of capital and operational items, cash flow, and disclosure of planning assumptions; 2. Plans the expenditure in any fiscal year of more funds than are conservatively projected to the received in that period; 3. Allows plans that would result in cash dropping below a safety reserve of less than €300,000 in the revenue account and €100,000 in the capital account at any time. 18 POLICY TYPE: POLICY TITLE: EXECUTIVE LIMITATIONS FUNDING In fundraising or obtaining resources the Chief Executive shall not operate the organisation without developing a multiannual funding plan. Accordingly, the Chief Executive shall not: 1. Operate without an annual Fundraising Revenue Plan; 2. Operate without a 5 year rolling Capital Development Plan; 3. Fail to acquaint the Board of any threats or changes to funding. POLICY TYPE: POLICY TITLE: EXECUTIVE LIMITATIONS SERVICES AND SUPPORTS With respect to developing and managing services and programmes, the Chief Executive shall not jeopardise programme or organisational integrity by causing or allowing services or programmes that are unrelated to achieving Ends policies. Accordingly, the Chief Executive shall not: 1. Enter into contracts or commitments that would jeopardise programme or organisational integrity; 2. Sub contract services to third parties unless satisfied through due diligence that the subcontracted services will provide at lease the required services at competitive levels of quality and cost. POLICY TYPE: POLICY TITLE: EXECUTIVE LIMITATIONS FINANCIAL CONDITION AND ACTIVITIES With respect to the actual, ongoing financial condition and activities, the Chief Executive shall not cause or allow the development of fiscal jeopardy or a material deviation of actual expenditures from Board priorities established in Ends policies. Accordingly, the Chief Executive shall not: 1. Without express Board approval indebt the organisation; 2. Without express Board approval use any long-term reserves; 19 3. Without express Board approval approve terms of major contracts; 4. Fail to settle payroll and debts in a timely manner; 5. Allow tax payments or other government-ordered payments or filings to be overdue or inaccurately filed; 6. Without express Board approval acquire, encumber, or dispose of fixed assets; 7. Fail to aggressively pursue receivables after a reasonable grace period; 8. Without express Board approval deviate from (global) budget heads lines; 9. Without expressed Board approval deviate from any COPE Foundation Investment Strategy; 10. Fail to anticipate the implications of transactions and opportunities having undertaken associated risk assessment. POLICY TYPE: POLICY TITLE: CONTINGENCY EXECUTIVE LIMITATIONS CHIEF EXECUTIVE SUCCESSION AND The Chief Executive shall not allow the organisation to function without a contingency plan, including familiarisation with Board and Chief Executive processes, in the event that the Chief Executive can no longer serve and to share this plan with the Board through the Chair. POLICY TYPE: POLICY TITLE: EXECUTIVE LIMITATIONS ASSET PROTECTION The Chief Executive shall not allow the assets of COPE Foundation to become obsolete and/or unfit for purpose, to be unprotected, inadequately maintained, or unnecessarily risked. Accordingly, he or she shall not: 1. Operate without operational protocols giving reasonable assurance of safety; 2. Fail to insure against theft and casualty losses to reinstatement value and against liability losses to Board members, staff, and the organisation itself in an amount greater than the average for comparable organisations; 3. Subject plant and equipment or property to improper wear and tear or insufficient maintenance; 4. Unnecessarily expose the organisation, its Board, or staff to claims of liability; 20 5. Fail to protect intellectual property, information, and files from loss or significant damage; 6. Receive, process, or disburse funds under controls that are insufficient to meet the Board-appointed auditor’s standards and recommendations; 7. Invest or hold operating capital in insecure instruments; 8. Unnecessarily endanger the organisation’s public image or credibility, particularly in ways that would hinder its accomplishment of mission; 9. Allow the organisation fail to comply with its other statutory responsibilities; 10. Fail to have in place adequate procedures to control the different forms of fundraising and to minimise the associated PR and financial risks. 11. Unnecessarily retain obsolete premises, plant and/or equipment. POLICY TYPE: POLICY TITLE: EXECUTIVE LIMITATIONS COMPENSATION AND BENEFITS With respect to employment, compensation, and benefits to employees, consultants, contract workers, and volunteers, the Chief Executive shall not cause or allow jeopardy to fiscal integrity or public reputation. Accordingly, he or she shall not: 1. Change his or her own compensation and benefits; 2. Establish current compensation and benefits that deviate materially from the Consolidated Scales; 3. Create compensation obligations over a longer term than revenues can be reasonably safely projected; 4. Without express Board approval change pension and/or life insurance benefits; 5. without express Board approval, change or effect sickness and accident insurances; 6. Without express Board approval operate outside the Board of Chief Executives HSE approved headcount envelope; 7. Change without express Board approval and without negotiation an agreement honourably entered into. 21 POLICY TYPE: POLICY TITLE: EXECUTIVE LIMITATIONS COMMMUNICATION AND SUPPORT TO THE BOARD The Chief Executive shall not permit the Board to be uninformed or unsupported in its work. Accordingly the Chief Executive shall not: 1. Neglect to submit monitoring data which focuses on relevant key performance indicators (KPIs) and provides insightful analysis required by the Board (see policy on Monitoring Chief Executive Performance) in a timely, accurate, and understandable fashion, directly addressing provisions of Board policies being monitored; 2. Allow the Board be unaware of relevant trends, anticipated adverse media coverage, material external and internal changes, and particularly changes in the assumptions upon which any Board policy has previously been established; 3. Fail to advise the Board if, in the Chief Executive’s opinion, the Board is not in compliance with its own policies on Governance Process and Board-Chief Executive Linkage, particularly in the case of Board behaviour that is detrimental to the work relationship between the Board and the Chief Executive; 4. Fail to marshal for the Board as many staff and external points of view, issues, and options as needed for fully informed Board choices; 5. Present information in unnecessarily complex or lengthy form or in a form that fails to differentiate among information of three types: monitoring, decision preparation, and other; 6. Fail to provide a mechanism for official Board, Officer, or Committee communications; 7. Fail to deal with the Board as a whole except when (a) fulfilling individual requests for information or (b) responding to Officers or Committees duly charged by the Board; 8. Fail to report in a timely manner an actual or anticipated non-compliance with any policy of the Board; 9. Fail to supply for the consent agenda all items delegated to the Chief Executive yet required by law or contract to be Board-approved, along with the monitoring assurance pertaining thereto. 22 4. BOARD AND CHIEF EXECUTIVE LINKAGE POLICY POLICY TYPE: POLICY TITLE: BOARD AND CHIEF EXECUTIVE RELATIONSHIP GLOBAL RELATIONSHIP POLICY The Board’s sole official connection to the operational organisation, its achievements, and conduct will be through the Chief Executive. Accordingly, 1. The chief Executive shall not be a Director but shall be required to attend Board Meetings unless excused, and shall oversee preparation of the draft agenda for Board Meetings for approval by the chairperson. POLICY TYPE: POLICY TITLE: BOARD AND CHIEF EXECUTIVE RELATIONSHIP UNITY OF CONTROL Only decisions of the Board acting as a body are binding on the Chief Executive. Accordingly, 2. Decisions or instructions of individual Board members, Officers, or Committees are not binding on the Chief Executive, except in rare instances when the Board has specifically authorised such exercise of authority for specific purposes in relation to decisions appropriate to the Board; 3. In the case of individual Board members or Committees requesting information or assistance without Board authorization, the Chief Executive can refuse such requests that require, in the Chief Executive’s opinion, a material amount of staff time or funds, or are disruptive or relate to matters which will be for discussion by the Board. POLICY TYPE: POLICY TITLE: BOARD AND CHIEF EXECUTIVE RELATIONSHIP ACCOUNTABILITY OF THE CHIEF EXECUTIVE The Chief Executive is the Board’s only link to operational achievement and conduct, so that all authority and accountability of staff, as far as the Board is concerned, is considered the authority and accountability of the Chief Executive. Accordingly, 1. The Board will never give instructions to persons who report directly or indirectly to the Chief Executive; 2. The Board will refrain from evaluating, either formally or informally, any staff other than the Chief Executive; 23 3. The Board will view Chief Executive performance as identical to organisational performance, so that the organisations accomplishment of Board-stated Ends and in accordance with Executive Limitations will be viewed as successful Chief Executive performance. 24 POLICY TYPE: POLICIES POLICY TITLE: BOARD & CHIEF EXECUTUVE RELATIONSHIP DELEGATION TO THE CHIEF EXECUTIVE The Board will delegate to the Chief Executive through written policies that prescribe the organisational Ends to be achieved and describe organisational situations and actions to be avoided, as set out in the Executive Limitations Policies, allowing the Chief Executive to use any reasonable interpretation of these policies. Accordingly, 1. The Board will develop policies instructing the Chief Executive to achieve certain results, for certain recipients, at a specified cost. These policies will be developed systematically from the broadest, most general level to more defined levels, and will be called End Policies; 2. The Board will develop policies that limit the latitude the Chief Executive may exercise in choosing the organisational means. These policies will be developed systematically from the broadest, most general level to more defined levels, and they will be called Executive Limitations; 3. As long as the Chief Executive uses any reasonable interpretation of the Board’s Ends and Executive Limitations Policies, the Chief Executive is authorized to establish all further policies, make all decisions, take all actions, establish all practices, and develop all activities; 4. The Board may change its Ends and Executive Limitations policies, thereby shifting the boundary between Board and Chief Executive domains. By doing so, the Board changes the latitude of choice given to the Chief Executive. But as long as any particular delegation is in place, the Board will respect and support the Chief Executive’s choices. POLICY TYPE: POLICIES POLICY TITLE: BOARD AND CHIEF EXECUTIVE RELATIONSHIP MONITORING CHIEF EXECUTIVE PERFORMANCE Systematic and rigorous monitoring of Chief Executive job performance will be solely against the expected Chief Executive job outputs: organisational accomplishment of Board policies on Ends and organisational operation within the boundaries established in Board policies on Executive Limitations. Accordingly, 1. Monitoring of the Chief Executive is simply to determine the degree to which Board policies are being met. Data that do not fulfil this will not be considered to be monitoring data; 2. The Board will acquire monitoring data by one or more of three methods: (a) by internal report, in which the Chief Executive discloses compliance 25 information to the Board, (b) by external report, in which an external, disinterested third party selected by the Board assesses compliance with Board policies, and (c) by direct Board inspection, in which a designated member or members of the Board assess compliance with the appropriate policy criteria; 3. In every case, the standard for compliance shall be any reasonable Chief Executive interpretation of the Board policy being monitored; 4. All policies that instruct the Chief Executive will be monitored at a frequency and by a method agreed by the Board. The Board can monitor any policy at any time by any method, but will ordinarily depend on a routine schedule; 5. (A monitoring schedule will be completed once the Executive Limitations Polices are framed). 26 Appendix 1 COPE Foundation Services and Supports – 2012 Baseline Beneficiaries Children – early intervention Children with autism – assessment and intervention School age children – education & intervention: Scoil Aislinn, Scoil Bernadette, Scoil Éanna and St. Paul’s Young people- training: - Bonnington Training Centre, Doras & NASC Adults – day services Adults – residential care, housing and home support Respite and short breaks Numbers 100 children and families Cost €750,000 420 children and families case load 100 new referrals annually 300 children €700,000 116 people €2, 000,000 800 people 447 people €10, 500, 000 €32, 700, 000 300 people €2, 500, 000 27 €2, 100, 000 Appendix 2 Board Committees Standing Committees General Terms of Reference Audit and Risk Management Responsible for providing assurance to the Board that information the Board receives on achievement of corporate objectives is reliable and complete, for reviewing annual financial statements with external auditors and for reviewing internal audit. Assist the Board in fulfilling its responsibilities in ensuring the appropriateness and completeness of the system of internal control, reviewing the manner and framework in which management ensures and monitors the adequacy of the nature, extent and effectiveness of internal control systems, including accounting control systems, and thereby maintaining an effective system of internal control. Review the annual financial statements, the system of internal controls, the reports of the Head of Finance and of the External Auditors, monitored the effectiveness of internal audit and consider and make recommendations to the Board on the annual operating plan and budget. The consideration of and recommendation on the appointment of the External Auditor. Support the Board by reviewing COPE Foundation’s exposure to financial and related business risks and oversees that policy decisions are taken with a full awareness of financial and/or business risk. Makes recommendations to the Board in establishing the Board’s level of risk appetite and setting standards for the Board’s risk control framework. Assist the Board in the effective discharge of its responsibilities for business, strategic, operational, treasury, contract, reputational, information security, technical, legal and regulatory risk management. This includes approving and monitoring the organisation's risk management strategy, control processes and reporting systems. Ensuring the Board is compliant with all relevant legislation, regulations and codes of conduct. 28 Capital Projects Identify and evaluate new capital development opportunities and monitor projects involving significant capital expenditure. Make recommendations to the Board in relation to the acquisition, development, refurbishment and disposal of significant property assets. Clinical Governance ‘Clinical Governance’ is how health services are held accountable for the safety, quality and effectiveness of clinical care delivered to patients / clients. To oversee the establishment rather than deliver of clinical governance within the organisation. To observe and check on clinical governance activity being delivered by management. To inform the Board that structures are in place to effectively support clinical governance, that these structures operate effectively and that action is taken to address areas of concern. Strategy & Nominations Committee Identify and evaluate future opportunities, changes and challenges for COPE Foundation and make policy recommendations to the Board. Initiate new policies for consideration/evaluation; examine major plans and programmes so that they can achieve the desired outcomes. Inform the Board on the development and provision of education and learning opportunities for people with a learning disability. Determine and develop rigorous, transparent procedures and objective criteria for the identification of suitably qualified and experienced candidates for selection and appointment as Board members. Review and monitor any core competency needs/balance within existing members/membership of COPE Foundation’s Board and committees to maintain an appropriate balance of skills and experience as part of a progressive ongoing Board regeneration. Review and monitor the structure, size, diversity, composition and skills mix of the Board ensuring current best practice for corporate governance is adhered to. 29 Strategy & Nominations Committee Contd. Have regard to and keep abreast of current best practice for corporate governance. Composition and Authority The Strategy and Nominations Committee shall be a Committee of the Board, to be appointed by the Board and reviewed annually. The Strategy and Nominations Committee is empowered to adopt its own procedures consistent with its terms of appointment including appointment of external professional or legal advisors it considers appropriate. Remuneration Committee Consider and make recommendations to the Board on the remuneration and other terms and conditions of employment of the Chief Executive and other key personnel and consider the policy on the determination of senior management remuneration. Appendix 3 Company Secretary – Main Duties Below are the main duties under Company Law, and the main reference to Company Secretary in the Articles of Association of the organisation. A. Principle duties of the Company Secretary under Company Law: 1. Every company is required by law to have a Company Secretary, who is appointed by the directors, and who acts in accordance with the directors’ instructions. 2. There is no particular qualification required but at a minimum the person appointed should appear to be capable of discharging the functions. 3. Main function is to oversee the corporate administration and ensure specifically that the company complies with the law and observes its own regulation. 4. Duties can be classified as: a. Statutory duties, which refer to the signing, checking and filing of statutory forms etc; b. Duty of disclosure of certain information for inclusion in the Register of Chief Executives and Secretary and their interests; c. Duty to exercise due care, skill and diligence in the performance of their duties; d. Administrative duties which include: i. ii. iii. iv. keeping the minutes of the Board and general meetings; keeping the register of members, directors, secretary etc; ensure company filing deadlines are met; communicating with members re notice of meetings, accounts etc; v. custody of the company seal; and vi. overseeing other specific communication requirements. 1. Non-compliance with the provisions of Companies Acts may result in an indictable offence. The Office of the Chief Executive of Corporate Enforcement (ODCE) now takes non-compliance very seriously.
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