Governance Audit

Board Structure

1. Board members have a range of primary professional skills, which may include communications, marketing, education, legal, financial, and strategic management backgrounds, among others.

2. The board has roughly equal parts internal/industry representation and external/independent representation.

3. Board members serve a maximum of 5 years on the Board.

4. Board members are able to meet and communicate without undue delay.

5. The Board meets with a frequency appropriate to the size and nature of the organisation.

6. All board members have experience and knowledge of legislative and best practice responsibilities of a board.

7. There is an induction process for new board members.

8. The board has between five and seven members, excluding the CEO.

Board Relationship with CEO

9. The board systematically considered the organisation’s needs and most desirable CEO qualities, experience & skills, in appointing the best CEO possible.

10. The board has a formal and respectful process for appraising the CEO’s performance that matches best practice in HR and is conducted at least annually.

11. The board provides the CEO with personal development feedback, strong positive recognition for effort and performance, and provides opportunities for professional development.

12. The Board treats the CEO with due respect for the demands of their role.

13. All communication from the board to the organisation is via the CEO.

14. The CEO has a single line manager on the board and is able to consult this board member confidentially. (Frequently this is the Chairperson but not necessarily.)

15. Some members of the Board have been CEOs or held similar organisational positions.

16. The board has never needed to enter legal mediation with the CEO.

Accountability for Expenditure

17. The board takes responsibility for the financial performance of the organisation.

18. The board fully understands and approves the budget.

19. The board has formulated policies for external contracts.

20. The board sets guidelines for major expenditure decisions, determining the extent of the CEO’s autonomy and the point/s at which decisions must be made by the Board.

21. The board ensures annual audits are made of the organisation’s accounts.

22. All board members have an active interest and understanding of the financial position of the organisation.

23. There are trigger points (eg. liquidity ratios) that are in place to ensure financial stability.

24. Up to date accounts are available prior to each board meeting.

Strategic Policy and Goal Setting

25. The board sets the vision, mission, purpose and strategic direction of the organisation. (These may be developed with input from the CEO and senior management team; the CEO may put recommendations in this regard.)

26. The board chooses the strategic measures used to manage the organisation. (ditto)

27. The board sets and models the desired values and culture for the organisation.

28. The board determines the organisation’s key programmes and services.

29. The board contains itself to a big picture view of the organisation’s operations, rather than focussing on minutiae.

30. The board knows where to draw the line between governance and management, and restricts itself to governance.

Decision making

31. The board has the information that it needs to make good decisions and monitor performance.

32. All key decisions are well informed.

33. Time is made in meetings for strategic and “blue skies” thinking.

34. Key decisions stimulate open debate and discussion.

35. The board seeks to achieve consensus, but will make decisions on a majority.

36. Where there are dissenting views on a decision, the dissenters commit to fully supporting the decision of the majority.

37. There is sufficient goodwill in the board, that decisions can be readily reviewed if they are not achieving their intended aim.

Advocacy

38. Board members enhance the positive image of the organisation.

39. The board effectively interprets the organisation to its stakeholders.

40. Board members provide valuable linkages to other individuals, organisations and sectors.

Board Member Skills

41. Meetings are chaired efficiently while ensuring due time is given to matters of weighty concern.

42. Board members communicate clearly, use board time considerately, and actively listen to others.

43. Board members commit appropriate time to their board role outside board meetings, at least equal to board meeting time.

44. Board members have strong strategic thinking skills: the board can visualise an ideal organisation, identify the best opportunities, cope with risks and uncertainty, and enhance the performance of the organisation.

45. Board members demonstrate energy, enthusiasm and commitment to the organisation.

46. Board members can be relied on to act ethically even when it may be against their own best personal interests.

47. Board members have political nous – they understand the art of the possible.

Board Performance

48. The implementation of the board’s strategic policies and goals is on track.

49. The CEO’s performance is very high.

50. The organisation is excelling.

Innovation Through Leadership