6 governance tools every board member should be using

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We’re often asked if there are any easy fixes for governance. While the process of embedding a positive corporate culture is not quick and requires real investment, there are a number of simple tools which will greatly improve your organisation’s governance. Our top 6 are:

1. A governance calendar

Setting all meeting dates for the year, and ensuring all the key actions are listed in a way that creates flow, can make a real difference.

Knowing when company returns to statutory agencies are due is useful, especially if there is a change of key staff.  Ensuring that new directors are signed up as directors, and retiring directors’ resignations are notified to the Companies Registration Office are legal requirements.

Agreeing dates for all board and committee meetings will optimise attendance and engagement of members, and ensure that committees are able to report to the board in a timely way.  The governance calendar can be linked with dates for papers to be issued, and meetings for the Chair and CEO to agree the agenda and reports. This in turn enables effective preparation, which is key to the quality of meetings. 

2. Role descriptions

Role descriptions for the board as a team, for individual board members, for office bearers and for the CEO are essential.  Giving them to potential new board members before appointment ensures that they know what is expected of them before they commit.  Linking role descriptions to the board member review process helps to clarify effective behaviours and any gaps.  Written terms of reference for committees helps to ensure that they are doing board level work, and not overlapping with the roles of senior staff.

3.  A scheme of delegation

 A scheme of delegation provides clarity around where decisions are made, and what actions can be taken by committees and staff. It ensures that the senior staff feel comfortable getting on with their day to day work, while being in no doubt about when board decisions are needed.

4. A code of conduct

For a code of conduct to be truly effective, it should be designed by the board itself, and physically signed by each of its members to ensure a sense of ownership. The code of conduct guides important boardroom behaviours – attendance, listening with respect, giving and receiving feedback.  It can really help to build trust, which is an essential ingredient for a high performing board team.

5. Board away day

An ‘away day’ is an opportunity for the board to work together as a team in an environment outside the usual board meetings. Often, a board away day will consider the strategic plan, and it is also useful to identify board objectives and skills gaps and to train board members. It’s really important that the whole board is there to set the strategic direction of the organisation, so be sure it’s in your governance calendar.

6. A register of interests

The register of interests should be updated at least annually. It helps the Chair to ensure that any potential conflicts of interest are known and managed appropriately. This is a source of assurance to all stakeholders.

All of these tools require thought and time to develop. The Leading Governance website provides templates and guides on how to create all these governance documents for your own organisation. Using the resources which we provide will help you build your own, bespoke governance manual, which will vastly improve the governance of any organisation. This is a very worthwhile investment – not just to prevent disaster, but also to drive leading governance, where a strong board team acts as the ‘brain’ of the organisation.

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