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Principle 1. Leading our organisation.

Type A

1.1 Agreeing our vision, purpose, mission, values and objectives and making sure that they remain relevant.

1.1 (a)

Agree the purpose and objectives of your group.

Discuss how the group wants to achieve its objectives and how it wants to work.

 

1.1(b)

Write this out in the form of a constitution for the organisation.

 

1.1 (c)

Review at least every three years to ensure that the organisation is still relevant. 

 

1.1 (d)

Develop and agree written policies as to how you want things to work where necessary.

Review at least every three years.

1.2 Developing, resourcing, monitoring and evaluating a plan so that our organisation achieves its stated purpose and objectives.

1.2 (a)

Agree and write down a work plan – ideally every year. This plan should have:

  • the most important actions to meet objectives;
  • timelines  to achieve these actions;
  • the breakdown of the budget; and
  • a description of how the money will be raised.
 

1.2 (b)

Agree who is going to take responsibility for the actions to carry out the plan.

 

1.2 (c)

Review the plan once a year.

Have a discussion about what went well and what could be improved before agreeing a new work plan.

1.3 Managing, supporting and holding to account staff, volunteers and all who act on behalf of the organisation.

1.3(a)

Set realistic goals.

Divide up the work and review progress of agreed actions at the next meeting.

 

1.3 (b)

Chair makes sure that individual board members report to the board on work that they carry out for the organisation.

 

1.3 (c)

Where volunteers, who are not on the board, are involved make sure they are clear on their role and who they have to answer to.

 

Principle 2. Exercising control over our organisation.

Type A

2.1 Identifying and complying with relevant legal and regulatory requirements.

2.1 (a)

Decide if the group’s current legal form is appropriate. For example, is your group:

  • an unincorporated association; 
  • a company limited by guarantee;
  • a trust; or
  • a friendly society.

Comply with the relevant requirements.

If you decide to become a company limited by guarantee, you should follow the recommended practices for Type B Organisations.

 

2.1 (b)

If the group is not a company limited by guarantee, make sure that someone is appointed (usually called a Secretary) to keep track of the group’s records, meeting minutes, membership, and so on.

 

2.1 (c)

Decide if your group is a charity as defined by the Charities Act 2009.

If yes, then you must register with the Charities Regulatory Authority and follow their regulations.

Display your official ‘registered charity number’ (if you have one) on all public documentation including website, emails, headed paper and so on.

 

2.1 (d)

Decide if you would like to have ‘charitable tax exemption’ for your group (that is a CHY number) and or a Charities Regulator Authority (CRA) number. If so, apply to the Revenue Commissioners Charity Section for a CHY number and make sure your group complies with any associated regulations. 

 

2.1 (e)

Make sure that your group is complying with all legal, regulatory and any contractual obligations.

 

2.1 (g)

Be aware of the nine grounds of discrimination.

Make sure activities are as accessible as possible.

 

2.1 (h)

  • Keep contact details of stakeholders with their permission in a safe place.
  • Do not give their details without their consent to someone outside the group. 
  • Do not keep unnecessary personal information.
  • Make sure your organisation complies with data protection legislation.
 

2.1 (i)

Comply with other law that applies to activities of a group (for example, child protection or food safety).

 

2.1 (j)

Comply with the terms and conditions of public or private grants received, including governance requirements.

2.2 Making sure there are appropriate internal financial and management controls.

2.2 (a)

Monitor income and expenditure against the budget on a regular basis.

 

2.2 (b)

Draw up a yearly report of income and expenditure.

 

2.2(c)

Agree and put in place appropriate financial management procedures.

2.3 Identifying major risks for our organisation and deciding ways of managing the risks.

2.3 (a)

Think about problems that may arise, and the risks that may be needed to achieve the organisation’s aims.

Agree a yearly plan to deal with major risks.

For example:

  • garda vetting for volunteers if they work with children or vulnerable adults;
  • doing regular back-ups of your database or mailing list; and
  • monitoring the plans which have been put in place to pay back a bank loan. 
 

2.3 (b)

Take out appropriate insurance for example, public liability insurance or buildings insurance.

 

2.3 (c)

If your group owns property or any assets, make sure that legal ownership is in the name of the group and that the community interest is protected if the group closes.

Take legal advice if necessary.

 

Principle 3. Being transparent and accountable.

Type A

3.1 Identifying those who have a legitimate interest in the work of our organisation (stakeholders) and making sure there is regular and effective communication with them about our organisation.

3.1 (a)

Decide who you need to communicate with and how you will do that taking into account your time and financial resources.

 

3.1 (b)

Appoint an agreed spokesperson for the group.

 

3.1 (c)

Produce a yearly activity report.

Make it widely available (for example, on your website if you have one).

 

3.1 (d)

Meet the reporting requirements of any funder or relevant regulator.

 

3.1 (e)

Hold an annual meeting of members and anyone else who may be interested and report on the activities of the year.

3.2 Responding to stakeholders’ questions or views about our organisation’s work and how we run it.

3.2 (a)

Use the annual meeting to listen to people’s views about the work of the organisation.

 

3.2 (b)

Put a clear system in place for dealing with correspondence, feedback and complaints to the organization.

3.3 Encouraging and enabling engagement with those who benefit from our organisation in the planning and decision-making of the organisation.

3.3 (a)

Actively seek feedback from the stakeholders of your group. (This could be done regularly on a word of mouth basis, or you may want to do something more formal such as a yearly survey.)

 

3.3 (b)

Use the annual meeting to consult with your stakeholders if you are planning to make significant changes to the way that you do things.

 

Principle 4. Working effectively.

Type A

4.1 Making sure that our governing body, individual board members, committees, staff and volunteers understand their:

·        role,

·        legal duties, and

·        delegated responsibility for decision-making.

4.1 (a)

Make sure that all board members and sub-committee members (if any) understand and are familiar with the Governance Code and the constitution.

 

4.1 (b)

Make sure that board members understand that while they were nominated by a particular group, they must not act as a representative of that group in acting as a board member. Instead, they should promote the aims of the organisation in line with its governing document.

Board members must at all times respect board confidentiality.

 

4.1 (c)

Identify a chair, secretary and treasurer for the group and decide when and how the positions will be rotated.

 

4.1 (d)

Decide and record how decisions will be taken at meetings and between meetings if necessary.

4.2 Making sure that as a board we exercise our collective responsibility through board meetings that are efficient and effective.

4.2 (a)

Have regular meetings with sufficient notice.

 

4.2 (b)

Have an agenda for each meeting. 

 

4.2 (c)

Take minutes and agree them at the next meeting.

 

4.2 (d)

Start and finish meetings on time.

Chair keeps order at meetings, encourages participation and ensures that decisions are made.

4.3 Continually reviewing board recruitment, development and retirement processes to ensure relevant competencies are in place to realise the organisation’s objectives.

4.3 (a)

Take time once a year to identify ways in which the working of the board could be improved.

 

4.3 (b)

Take time once a year to discuss who might be interested in joining the board and who might want to leave.

Agree who you would like to invite onto the board, bearing in mind the need for a mix of skills and diversity in terms of background and experience. (Make sure that you follow your own rules about election to the board as laid out in your constitution.)

Consider the extent to which your board is made up of member representatives, beneficiaries or external representatives to avoid loyalty dilemmas and decide what the best mix is.

 

4.3 (c)

Welcome new board members, explain the work of the board and its committees and help them to get involved.

Make sure they have a copy of the constitution and this Governance Code.

 

Principle 5. Behaving with integrity.

Type A

5.1 Being honest, fair and independent.

5.1 (a)

Make sure the chair leads the board in developing an ethical culture in line with the values of the organisation.

 

5.1 (b)

Develop and agree a code of conduct or set ground rules for board or committee members.

 

5.1 (c)

Make sure the code of conduct gives clear guidelines on the receipt of gifts or hospitality by board members.

 

5.1 (d)

Make sure all board members sign a commitment to the code.

 

5.1 (e)

Review your code of conduct at least every three years.

 

5.1 (f)

Be fair by consistently applying the same ethical standards to every person and situation.

5.2 Understanding, declaring and managing conflicts of interest and conflicts of loyalties.

5.2 (a)

Hold a discussion about the issues of ‘conflict of interest’ and ‘conflict of loyalty.’

Develop a policy on each of these.

 

5.2 (b)

Each board member and anyone else present must tell the board if they believe they have a conflict of interest on a matter to be decided on at a meeting. Unless the board decides otherwise, they must leave when the board is discussing or deciding on that matter. The person concerned should be told what decision was reached.

Conflicts of interest must be recorded in the minutes.

Conflicts of loyalty may be serious enough to be conflicts of interest.

5.3 Protecting and promoting our organisation’s reputation.

5.3 (a)

Make sure all board members understand their responsibility to act as champions for the group by promoting its work and reputation.

 

5.3 (b)

Make sure the code of conduct clarifies that board members have a duty to maintain the confidentiality of board meetings.