The catalyst for reviewing our Governance practices was the recommendations of our Auditors following the 2016 Annual Audit in early 2017 of the Annual Report and Annual Financial Statements. The Auditors made a number of recommendations for implementation regarding these documents to ensure we were following best practice in all areas, in addition to be being compliant with the Governance Code. In addition, we reviewed feedback received from the HSE in relation to their Annual Compliance Statement, Internal Audit recommendations and also feedback received from our previous Good Governance Awards entry.

The following is a summary list of recommendations we set out to address:

1. Set up a Governance Committee to review our Governance practices.
2. Formalise an annual Board review process in terms of performance and adequacy of information presented at Board meetings.
3. Our Annual Report to be developed to include among other things, attendance figures for Board and Committee meetings, more on future plans, challenges, initiatives, division of responsibility and funding availability.
4. Review our Website to ensure all relevant information is there and easily accessible.

The first thing we did was to set up a Governance Committee (G.C.), which was subsequently approved at the Board meeting in February 2017, and three Directors were appointed to same. The G.C. decided that the best way to conduct the review in the first instance was by reviewing in great detail our Constitution and Governance Manual (which essentially is our Code of Conduct for the Board members). These were already fairly comprehensive documents but they had not been reviewed in detail in over two years.

The G.C. initially drew up a list of the recommendations (by way of a spreadsheet) for updating our Governance practices that had been received from the various sources outlined above. This was then shared with all the Board members who were asked for their opinions on same. In addition they were asked to review both the Constitution and Governance Manual and come back to the G.C. with changes that they would recommend in relation to these. In addition our Senior Management Team (SMT), who are responsible for services on the operational side, were also asked to review the Constitution and Governance Manual so as the G.C. would get a different perspective on things. However, the final decision on any changes to be made to either document or in Governance practices generally, would be left to the Board to approve.
In the course of 2017 the G.C. met four times and reviewed all responses received from both the Board members and SMT. The spreadsheet was being continually updated and shared. As part of this process the terms of reference of all the Committees (Audit, Property, Remuneration, Nomination, Sports and Governance) were also reviewed and updated.
For the Board meeting in February 2018 all the responses, ideas, opinions etc. were pulled together and a document presented to the members for approval. This was unanimously approved on the night. The changes involved amending the wording to both the Governance Manual (which the Board had the power to do itself) and the Constitution which was subsequently approved by our membership at our AGM in May 2018.

This has been the most comprehensive Governance review undertaken by the IWA in some time. We now have a very robust Constitution and Governance Manual which formalises many aspects which were carried out previously but in a more ad hoc manner. The format and content of the Annual Report and Annual Financial Statements were also reviewed by Senior Management. These documents were merged for the first time in 2017 so now we have one document instead of two, which means anyone can now get an overall picture of what the IWA does, from one document.

The following are some examples of improvements in Governance practices:

1. Setting up of Governance Committee.
2. Annual Board effectiveness process developed.
3. Annual training for Board members formalised.
4. More comprehensive Constitution and Governance Manual which can be used as reference points.
5. More informative Annual Report and Annual Financial Statements.

Overall the process has been a big learning curve for both the Board and SMT and has proven hugely beneficial in giving everyone a better understanding of the importance of good Governance practice, which will stand the IWA in good stead going forward.