Governance Awards, Best Governance Improvement Initiative Award 2017
Conduct of the Board Effectiveness Review
The board of Trócaire commissioned an external consultant (Noreen O’Kelly) to carry out a board effectiveness review. This review was based on the framework on Board Effectiveness, produced by the Financial Reporting Council. This framework is also consistent with CGAI Irish Development NGOs Code of Corporate Governance issued by Dóchas.
All fourteen board members (including the Executive Director) and five members of the Executive Leadership Team (ELT) were interviewed. A structured questionnaire was used to review 13 Board effectiveness categories consisting of up to 48 individual questions.
Meetings of the board and the board’s standing committees were observed.
A documentation review was also carried out. This consisted of a review of the terms of reference of the board and committees, and an annual cycle of the board’s and committees’ agendas, papers, and minutes.
The report from this effectiveness review was issued in April 2017. Since this time the board, its standing committees and the ELT have been working through a range of recommendations made in the report. This programme of work has greatly enhanced the effectiveness of the board.
Major changes were made during 2017 to the conduct of board meetings enabling the board to focus on strategic issues and oversight of Trócaire’s work, rather than on the management of Trócaire. This change was achieved by changes to agendas for the meetings as well as to how each agenda item is dealt with. The number of management presentations has been reduced. Those presentations have reduced their focus on information delivery allowing more time for discussion, debate and decision making. More time at board meetings is now focused on strategic issues and organisational impact.
A quarterly Executive Director’s report is made to board members. However the assumption is that this and all papers are read in advance of the meeting. This report is scheduled later in the meetings for questioning and clarification, with the effect that this activity focused report doesn’t dominate the meeting.
The calendar of board meetings has been amended to allow periodic discussions of risk issues including deep dives of strategic risks. The amended board calendar also creates space for the board to discuss stakeholder accountability issues. The review of the board calendar ensures that all issues within the terms of reference of the board are addressed during the year.
Reports to Trustees
The trustees of Trócaire appoint the board and delegate some governance functions to them. The board effectiveness review found that further communication was required with the Trustees by both the board and the ELT. An additional joint board trustee meeting took place in October 2017 to discuss these matters. As a result of this, the Executive Director now sends summary reports to trustees after each board meeting including any particular issue that the board wish to draw to the attention of the
trustees. While previously the trustees usually met once per year, since the board effectiveness review additional trustee meetings have been planned to address specific governance matters.
Following the board effectiveness review a day of focused induction was arranged in October 2017 for new board members as well as new committee members. This is to be repeated annually for new board members and committee members. This formal induction complements less formal induction at meetings and events during the first year of board membership.
The effectiveness of each committee was reviewed resulting in the merging of the finance and audit committees to create a new Audit & Risk Committee, eliminating overlap between committees. The board effectiveness review recommended action points to reform the work of each of the standing committees.
The chairs of board standing committees now make reports to the board and their minutes are available to all board members as means to enhance communication within the board and its committees.
The reporting of risk management has been reformed with a movement away focusing on risk registers at board and committee level (ELT, divisions and country offices still use risk registers). The focus at board level is now on movement in risks; reputational, strategic, emerging and HILP (High Impact Low Probability) risks. Deep dives on strategic risks now take place on scheduled basis at both board and committee meetings. This ensures that the board understands the key risks and can appropriately respond.
Further reforms arising from the review are scheduled in the coming months.