- To provide leadership to the board and to ensure that the board fulfill their duties and responsibilities for the proper governance of the company
- To chair meetings
- To plan meetings and develop the agenda in conjunction with the Manager
- To undertake the supervision and appraisal of the Manager
Duties and Tasks to fulfil the key responsibilities:
- To provide leadership to the board
- To guard the long-term future of the Company by ensuring that:
- The board sets the mission, vision, strategy and high-level policies for the company within its governing documents
- The board takes steps to monitor the performance of the company and ensure compliance with all regulatory requirements
- Major risks to which company are exposed are regularly reviewed with strategies put in place to mitigate these risks whilst avoiding the company being totally risk averse:
- Internal controls and systems are audited and reviewed regularly
- The company is fair and open to all stakeholders
- To ensure the highest possible standards of governance by ensuring that:
- The company has a governance structure that is appropriate to its size/complexity, stage of development and all governing documents/ structures (Charity Act proposed)
- The board delegates sufficient authority to its committees, the chair, the Manager, and others to ensure the business of the company to be carried on effectively between board meetings
- The boards delegated authority is recorded in writing by means of terms of references of board committees, role descriptions for honorary officers and key staff.
- The board has on it the skills it requires to govern the company well and these skills are utilised. Where necessary that the board has access to external professional support.
- To ensure efficient conduct of board meetings by:
- Chairing company meetings effectively, seeking consensus, and balancing the need for a full debate with the need for efficiently run meetings where informed decisions are taken
- Encouraging all directors to participate and feel free to challenge constructively both the chair and the manager
- Taking an active role in ensuring that board agendas are well planned
- Ensuring that the manager and their staff provide the board with relevant, timely and accurate information in order to allow the board to discharge its responsibilities. This should include alerting the board to major risks, informing the board of current and future key issues, including significant trends and informing the board about external changes that may impact on the company
- Ensuring that decisions are made in the best, long term interests of the company and the board takes collective ownership of these decisions
- Ensuring that decisions taken at meetings are implemented
- Ensuring that there is an annual programme of board and committee meetings carefully structured agendas and high-quality briefing papers with relevant information.
- To provide support, supervision and appraisal for manager
2.1 To support the Manager by:
- ensuring there are clear and open processes for recruitment and performance management and review of the Manager
- ensuring that the board focuses on its governance role and not into management
- arrange regular but not too frequent meetings with Manager and developing a professional relationship whereby each can speak openly about concerns, worries and challenges.
- providing leadership to ensure that the company is run in accordance with the decisions of the board and the governing documents
- supervising the manager on behalf of the board (unless other arrangements are made) always remembering that the manager is responsible to the board and not any one individual
- ensuring opportunities for professional development with appropriate external support
- agree with the Manager respective roles in representing the company and acting as spokesperson.
2.2. To make sure that the board understands and fulfils its responsibility to hold the Manager and staff team to account by:
- where necessary constructively challenge proposals in the best interests of the Company
- the Manager is clear about the key performance indicators by which he/she will be held accountable
- the Manager understands his/her responsibility in providing honest, relevant, timely information and advice to the board.
- there are appropriate mechanisms both internal and external to verify that the board receives a balanced and honest picture of how the company is performing.
2.3. To ensure the board works in partnership with the Management and Staff by:
- ensuring through the Manager that staff understand the role of the board and that the manager provides the link between staff and board
- ensuring that staff are aware of the boards’ appreciation of their successes and hard work
- ensuring that through the Manager, a performance evaluation process is in place for everyone in the organisation and that the company invests in its staff
- ensuring that where possible the board visit services and attend some events to have informal opportunities to meet staff and beneficiaries.
(Adapted from Good Governance: a practical guide for trustees, chairs and CEOs (Dorothy Dalton 2011) National Council for Voluntary Organisations)