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The ICSA Charity Governance Conference 2018 15 June, London

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Page 1: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

The ICSA Charity Governance Conference 2018

15 June, London

Page 2: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

Trustee recruitment: challenges around diversity

Ian Joseph

Managing Director, Russam GMS & Chief

Executive, Trustees Unlimited

Page 3: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

Managing Conflicts of InterestsISCA Charity Governance Conference 15 June 2018

Anne-Marie Piper

Partner, Farrer & Co LLP

Page 4: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

Managing Conflicts of Interest

In this session we will examine:

• Conflicts of interest -v- conflicts of loyalty

• Conflicts of interest under charity law

• The company law position

• The Charity Commission’s guidance on conflicts of interest

• Governance – policies, procedures and paperwork

Page 5: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

Conflicts of Interest -v- Conflicts of Loyalty

• A conflict of interest:

– A situation in which a trustee’s personal interests could, or could be seen to,

prevent them from making a decision only in the best interests of the charity.

• A conflict of loyalty:

– A situation in which a Trustee has no personal financial interest but s/he has a

loyalty or duty to another person or organisation that could, or could be seen to,

prevent the trustee from making a decision only in the best interests of the charity.

• The tabloid test

Page 6: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

Charity Law

The duties of charity trustees include:

• an overriding duty: to act in the best interests of the charity

• Encompassed within the overriding duty are:

– a duty to avoid, and if that is not possible, to manage conflicts appropriately; and

– a duty ensure that any benefit that they or any connected persons may receive

from the charity is authorised in its governing documents; by statute/common law

or by the Charity Commission or the Court.

Connected person in this situation means family members or business partners

of a trustee, as well as businesses in which a trustee has an interest through

ownership or influence.

Page 7: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

Company Law

• There here are four related statutory duties under the Companies Act 2006:

– a duty not to accept benefits from third parties – s176;

– a duty to disclose any interest in a proposed transaction or arrangement with the

Company (transactional conflicts) – s177;

– a duty to disclose any interest in an existing transaction or arrangement with the

Company, being (transactional conflicts) – s182; NB this duty is separate from

and independent of the duty in s177;

– a duty to avoid actual or potential conflicts of interest (either transactional conflicts

or conflicts arising because a trustee has an ongoing duty of loyalty to a third

party, known as "situational conflicts") unless authorised – s175.

• The Act allows:

– the duty to avoid transactional conflicts to be disapplied in relation to transactions

that are specifically permitted under the Articles of Association; and

– the Board to authorise situational conflicts where the trustees have the relevant

powers.

Page 8: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

Charity Commission Guidance

• Conflicts of interest: a guide for charity trustees (CC29), May 2014

https://www.gov.uk/government/publications/conflicts-of-interest-a-guide-for-charity-

trustees-cc29

• Matters of Material Significance reportable to UK charity regulators (guidance

for auditors and independent examiners of charities issued by the Charity

Commission, OSCR and CCNI in November 2017)

https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachme

nt_data/file/663847/Matters_of_Material_Significance_reportable_to_the_UK_version_

for_publication_by_OSCR__CCEW__004_.pdf

• Missing from the guidance is guidance on:

– whether there are circumstances in which it would be inappropriate for a charitable

company to authorise conflicts; and

– recognition of mutual interests.

Page 9: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

Governance – Policies, Procedures and Paperwork

• Charity Governance Code: https://www.charitygovernancecode.org/en/3-

integrity

• The governing documents of the charity

• Conflicts policy

• Conflicts register

• Declaring conflicts

• Minutes

Page 10: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

Questions

Page 11: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

Board evaluations

Louise Thomson FCIS, Head of Policy (Not

for Profit), ICSA: The Governance Institute

London, 15 June 2018

Page 12: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

What is the role of the board?

Page 13: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

What is the board’s role?

Leadership – ‘tone at the top’

Strategy – in discussion with the senior management team to achieve

the organisation’s aims

Agreeing, and demonstrating, the values of the organisation

Oversight, control and assurance

Appropriate delegation

Being accountable to the organisation’s stakeholders including

regulators, funders, clients/customers/beneficiaries/users, staff and

supporters

Page 14: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

Board contribution and commitment

Induction

Meeting attendance

Contributing to meetings

Ongoing communication outside of meetings

Training and development days

Strategy sessions

Stakeholder events

Board evaluation

Page 15: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

Why undertake a board evaluation?

Page 16: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

Governance review drivers

Governance code recommendations

Part of a ‘health check’

Board dysfunction

Planned changes to the organisation

Stakeholder interest

Public confidence

Page 17: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

Governance challenges

Clarity of vision

Board recruitment and succession planning, including remuneration

Diversity

Induction, ongoing training and development

Roles and responsibilities

Effective decision-making, committees, schemes of delegation, matters

reserved

Collective responsibility

Conflicts of interests

Probity

Accountability

Board behaviours, robust scrutiny and constructive challenge

Board evaluation

Page 18: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

6 types of dysfunctional boards

Talking shop

Number crunchers

Rubber stamp

Dreamers

Adrenaline groupies

Semi-detached

Robson Rhodes research

Page 19: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

When to undertake a board evaluation?

Page 20: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

Scope and timing of a board evaluation

Every three years as part of governance code requirements – apply or

explain

Continuity or variety?

When?

What to cover?

Governing document, delegations, governance framework

Board

Trustees

Committees

Page 21: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

Before starting a board evaluation

Chair must give support to the process

Board must know/understand the process at least in outline

Chair must have thought through what needs to be achieved:

radical overhaul

health check

addressing a problem

guarding against complacency/inertia?

Page 22: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

• Why are we evaluating?

• What do we want to achieve?

• Is it an evaluation of the board collectively?

• Are we evaluating individual trustees?

• Will we assess the support to the board?

• Will we focus on the work of the board alone?

• Do we include the work of committees?

• What about the governance support provided to each?

• Will we focus on the experiences of those in the boardroom?

• Do we include senior managers, middle managers and key stakeholders?

• What techniques shall be used?

• Questionnaires, interviews, 360˚ reviews, board observations

• Internal facilitator - governance professional?

• External, independent facilitator?

• What will you do with the results?

• Who takes responsibility for implementing the action plan?

• Will results be shared with stakeholders? How?

• Will key findings be included in the annual report?

• How will findings be fed in to board inductions, training and development?

• What will change in order to be better at helping the charity achieve its objects?

Page 23: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

Key areas to be covered in a board evaluation

Board composition, succession planning and development programme

Clarity of leadership

Board cohesiveness, and the tone set by the chair and chief executive

Key board relationships

Effectiveness of individual trustees

Effectiveness of board committees

Quality of papers and presentations to the board and subsequent

discussions

Chairing skills

Effectiveness of the governance professional

Clarity of the decision-making process and use of delegated authorities

Processes for identifying and reviewing risks

Board communications with, listening and responding to,

users/clients/supporters, members, staff, volunteers and other

stakeholders.

Page 24: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

What’s involved in a board evaluation?

Page 25: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

What’s involved?

Board evaluations can incorporate:

Desk top research - current governance systems and how effective they

are

Questionnaires – providing a first cut of information that will feed into any

face-to-face interviews

Open interviews – useful if there has been any board changes

Board observations – these may be seen as creating a false

environment

360 degree feedback within boardroom – and beyond?

Marzipan layer input – helpful for succession planning

Peer practices – benchmarking against similar entities

Skills audits – highlighting collective strengths and areas for

improvement

Page 26: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

Benefits of an externally facilitated board evaluation

Independence , rigour and confidentiality

Objectivity

Tact and diplomacy

Experience and analytical skills

More candid discussions with trustees

Greater credibility

An impetus to deliver board changes

Page 27: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

What are the benefits of a board evaluation?

Page 28: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

Research from FTSE board evaluations

Most impactful questions focus on:

The board’s role in setting and testing strategy

Board time and agenda management

Overall organisational performance – open ended questions

Succession planning/visibility of management

Quality of board papers

Page 29: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

Positive board evaluation impacts in FTSE companies

Helps to surface issues

Generally improves board performance - better dynamics and individual

performance

Improves board processes : improved strategic agendas; more time for

discussion and debate; better board papers; time and frequency of

meetings; more interaction between NEDs, EDs and next management

level down

Strengthens board cohesion

Improves board composition

Identifies training needs

Identifies board succession priorities

Improves focus and clarity of purpose

Clear action plan derived from the report to the board

Page 30: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

To avoid the charity going off the tracks?

Page 31: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

The virtuous circle of board evaluation

Contemplating

Thinking about a board

evaluation

Planning

What kind of evaluation and

of what?

Evaluating

Undertaking the agreed

exercises

Collating

Analysing the findings and preparing the

feedback

Actions

Discussing the findings and

agreeing actions

Reviewing

Implementing actions and

updating current practices

Page 32: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

Any questions?

Page 33: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

Thank you.

[email protected] @louiseicsa1

Sample presentation

Page 34: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

ICSACharity Governance Conference

Constructive tension and

challenge in the Boardroom

Presentation by

Hilary Barnard

15 June 2018

HBMC

Page 35: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

More is required of Boards

• Charity Governance Code (2017) and its increased

emphasis on diversity

• Focus on skills rather then representation as basis of

Trusteeship

• Pressure to move beyond compliance - growing attention

to charity governance practice and performance

• Pressure on resources for charities, particularly local

authority sources of funding

• Lamentable failures of governance (Carillion, Kids

Company)

• Drive to innovate and be more creative

HBMC

Page 36: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

The expectations of challenge

‘providing appropriate challenge to the status quo,

not taking information or data at face value and

always driving for improvement’

Department for Education:

A Competency Framework for Governance (2017)

HBMC

Page 37: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

Embedded in inspection regimes

Ofsted criteria to assess Governing Boards in schools to

the extent to which they

Provide challenge and hold headteachers and other senior

leaders to account for improving the quality of teaching,

pupils’ achievement and pupils’ behaviour and safety

HBMC

Page 38: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

Conflict: relationship and task

Relationship conflict arises through interpersonal

incompatibilities between group members and is expressed

in tension, animosity and annoyance.

Task conflict arises from disagreements between group

members about the contents of the tasks to be performed

due to differences in viewpoints, ideas and opinions.

Cited in Heemskerk, Heemskerk and Wats – Conflict in the Boardroom Journal

of Managing Governance (2017)

HBMC

Page 39: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

The benefits of a healthy tension

• Prevent groupthink

• Encourage constructive criticism

• Keep Board members engaged

• Allow big decisions to be questioned and conflicting

viewpoints expressed

• Resolve difficult issues

• Prevent passive aggression

• Stimulate ideas

• Hold executives to account

• Create shifts in thinking

• Momentum

Kakabadses et al – Conflict and Tension in the Boardroom, ICSA 2017

HBMC

Page 40: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

Positive characteristics in the

Boardroom

• Robust debate

• Open exchange of information

• Discomfort

• Discussion of difficult issues

• Questioning

• Energy and momentum

• Diverse perspectives

• Engagement

Kakabadses et al – Conflict and Tension in the Boardroom, ICSA 2017

HBMC

Page 41: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

Negative characteristics in the

Boardroom

• Passive aggression – refusing to engage in

discussion, icy politeness, pushing debate out of the

Boardroom

• Emotional responses – anger, frustration, hostility,

disapproval

• Repetition

• Overtly interrogative questioning

• Physical behaviours – leaving the room, slamming

doors, resigning

Kakabadses et al – Conflict and Tension in the Boardroom, ICSA 2017

HBMC

Page 42: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

Illustrating challenge:

Productive oversight by the Board

• What will be strikingly different about this organisation in 5 years?

• With regard to effective governance and challenge which Boards

would you like to be compared to?

• 5 years from today, what will your organisation’s key stakeholders

consider the most important legacy of the current Board?

• How would your organisation look if you entered an alliance or

strategic restructuring with a potential or actual competitor?

• What has a competitor done successfully that you would not do as

a matter of principle?

• What is the biggest gap between what the organisation claims it is

and what it actually is?

Adapted from Chait, Ryan and Taylor – Governance As Leadership (2004)

HBMC

Page 43: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

Improving Board practice

Boards may not have a culture of challenge.

Trustees may not have experience in offering constructive

challenge.

Constructive challenge may arise in:

HBMC

• Data

• Assumptions for policy or strategy

• Options available

• Timing

• Assessment of the external environment

• Organisational capacity

Page 44: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

The role of Chair in managing conflict • Pre-discussion of potential areas and triggers of conflict with

Chief Executive

• Enable engagement – acknowledge issues and concerns;

remind Board members of higher purpose

• Outside the meeting - 1:1 side conversations; social time; Task

& Finish Groups with a spirit of inquiry

• Voting

• Be pro-active – consider timing of items; observe the body

language; diffuse emotions, adjourn meetings; humour; ‘charm

with menace’

• Company Secretaries can potentially be honest brokers and a

sounding board; operate as a sounding board; alert and brief

Chair to informal conversations; brief the Chair

• Draw on external facilitation and external challenge at key

points

• Review the unwritten rules and assumptions by which the

Board works HBMC

Page 45: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

Hilary Barnard

HBMC

[email protected] : www.hilarybarnard.com

+44 (0)20 7284 1566 : +44 (0)7831 784070

HBMC

Page 46: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

Audit / Tax / Advisory / Risk

The evolving role of audit committees

Pesh Framjee

Global Head of Non Profits at Crowe Special Advisor to the Charity Finance Group

Page 47: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

“Effective governance by the board of a non profit organisation is a rare and unnatural

act.”

“Only the most uncommon of nonprofit boards functions as it should by harnessing the

collective efforts of accomplished individuals to advance the institution’s mission and long

term welfare.

“A board’s contribution is meant to be strategic, the joint production of talented people

brought together to apply their knowledge and experience to the major challenges facing

the organisation.

“ What happens instead? Non profit boards are often little more than a collection of high

powered people engaged in low level activities.”

- Harvard Business Review 1999

An indictment of non profit boards?

Page 48: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

• Most large charities have sub committees for special purposes

• Sub committees bring together individuals with key skill sets that enables them to assist the board in its governance and decision making role.

• Committees work under delegated powers to assist and provide supervision and monitoring in these areas but the trustees cannot abdicate their responsibility.

• This balance between delegation and abdication can be difficult and requires trust and confidence.

Sub committees more generally

Page 49: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

Governance Code for the voluntary and community sector

https://www.charitygovernancecode.org/en

– The Code lays out principles for seven key areas of governance together with recommended practice for each principle

– Fulfilling charitable purposes in an effective way requires a solid framework to shape and inform decision making.

– Good governance is not about bureaucracy, but it is a way for charities to keep their focus on their purposes

Page 50: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

• The board agrees and oversees an effective process for appointing and reviewing auditors, taking advice from an audit committee if one exists.

• Where the charity has an audit committee, its chair has recent and relevant financial experience and the committee includes at least two trustees.

• The board, or audit committee, has the opportunity to meet the auditors without paid staff present at least once a year.

• Arrangements are in place for a body, such as the audit committee, to consider concerns raised in confidence about alleged improprieties, misconduct or wrongdoing. This includes concerns raised by ‘whistle blowing’. Arrangements are also in place for appropriate and independent investigation and follow-up action.

Charity Governance Code

Page 51: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

Useful guidance

Page 52: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

• AC should bring an independent mind-set to their role. Independent thinking is crucial in assessing the work of management and the assurance fucntions.

• a range of skills, experience, knowledge and professional qualifications.

• The committee as a whole should have competence relevant to the sector in which the company operates.

• The board should also satisfy itself that at least one member of the audit committee has recent and relevant financial experience.

• The need for a degree of financial literacy among the other members will vary according to the nature of the company

FRC Guidance - Skills and expertise

Page 53: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

Four faces key to understanding the board’s challenges

Source: Deloitte

CFO

Focus

Triangle

CFO

Focus

Triangle

Threshold

Performance

Leading Edge

Provide leadership in determining strategic business direction and align organisational strategies.

Understand capabilities, costs and service levels to fulfill the organisation’s responsibilities.

Protect and preserve the assets of the organisation –balance value protection and value creation.

Stimulate behaviors across the organisation to achieve strategic and organisationalobjectives.

Page 54: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

• Audit Committees

• Audit and Risk committees

• Finance, Audit and Risk Committees

Theory and practice - pros and cons

Page 55: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

“The fundamental responsibilities of the FARSC are: to oversee financial reporting, to oversee the processes related to risk management and internal control including financial, reputational, compliance and other strategic and operational risks and controls, and to oversee the internal and external audit processes. The Committee advises, and reports to, the Boards of Section and Trust.”

https://www.amnesty.org.uk/files/webfm/Documents/Governance/board%20and%20sub%20committees/farsc_terms_of_reference_sept_2016.pdf

Finance Audit and Risk Sub committee

Page 56: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

Governing body / Audit Committee

Senior Management

3rd Line of DefenceIndependent Assurance

Internal AuditExternal audit

Extended AssuranceIndependent M&E

Evaluation Other independent

assurance

1st line of DefenceBusiness Operations

Management controls

Internal Control Measures

2nd Line of DefenceOversight Functions

Quality and Inspection

Security

Financial Control

Human Resources

Risk Management

Monitoring and Evaluation

Three lines of defense

Page 57: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

• Enterprise wide risk management

• Counter fraud and related investigation

• Whistleblowing

• Internal control

• Financial management

• Culture and behaviour

The Committee should not get involved in day to financial operations and day to day decisions but should review how these decisions are taken.

If it becomes more hands on in financial decision making then it is questionable how it can maintain its true oversight perspectives.

Widening roles

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Culture and Behaviour

• Appropriate behaviour and culture are as important as structures and processes.

• No board member should take for granted that established procedures, services and protocols are appropriate for the needs of today and tomorrow.

• It is by holding this frame that boards can best fulfil their obligations and make the greatest contribution.

• It is in this stance that their greatest value lies as they create and hold a space that is their true support to management.

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• Strategy, capabilities and culture need to be aligned

• Policies and rules can provide false comfort

• Both design and implementation must be on track

• Empowerment and accountabality

Getting the balance right

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Knowledge to value

Information

Value

Data

Knowledge

Translation

Managing and understanding

Skilled application

Most organisations gather too much data on what they do not really need and do not have enough knowledge on what they do need to know.

Page 61: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

Start with what is needed to add value

Information

Value

Data

Knowledge

What Data needs to be captured?

Skilled application of knowledge is

how organisations add value.

Who will transformthe information, and how?

What knowledge isneeded?

Page 62: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

The status quo is not a viable option

• More demanding operating environment

• More and more regulation

• Doing the good work is not enough

• Greater demands for accountability and transparency

Page 63: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

“Organisations are to some extent stuck with their past, with their reputation, the kind of people they hired years ago, their site and their traditions. These things take years if not decades to change.” - Charles Handy

First step – understand where you are now – the as is and have a shared understanding of what you want – the to be

Change takes time and effort

Page 64: The ICSA Charity Governance Conference 2018...ICSA Charity Governance Conference Constructive tension and challenge in the Boardroom Presentation by Hilary Barnard 15 June 2018 HBMC

Crowe Clark Whitehill LLP is a member of Crowe Global, a Swiss verein. Each member firm of Crowe Global is a separate and independent legal entity. Crowe Clark Whitehill LLP and its affiliates are not responsible or liable for any acts or omissions of Crowe Global or any other member of Crowe Global.

© 2018 Crowe Clark Whitehill LLP

.

Thank you

Pesh FrramjeeGlobal Head of Non Profits [email protected]

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An introduction to

Crisis management

Robin Swinbank

Managing Partner

The Counsel House

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What is a crisis?

A crisis is something that can result in:

❖ a boycott of your company’s products or service

❖ loss of consumer confidence

❖ damaged trade relations

❖ a dramatic fall in share price

❖ low staff morale / inability to recruit new talent

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What is a crisis? (cont’d)

❖ major lawsuits

❖ reduced cred it ratings

❖ immeasurable damage to a company’s reputation

❖ demands for resignations

❖ the loss of a licence to operate

❖ possible closure of part or all of the company.

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–The Counsel House ‘Ten-point plan’

“Crisis management is not just a media relations

exercise, it’s realising there is an existential

problem and that you are fighting for the very

survival of your organisation.”

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❖ It can happen to the biggest and the best:

BP in the media spotlight -Deepwater

Horizon❖ $11.2 billion clean-up bill

❖ $20 billion compensation fund for victims

❖ US DoJ investigation

❖ At its worst, 30% + drop in share value.

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❖ It can happen to the biggest and the best:

Oxfam aid workers in

‘paid for sex’ scandal

❖ Charity Commission launches statutory inquiry

❖ Government warns funding will be cut if it cannot account for how it handled claims (£31.7m in 2016). European Commission follows suit.

❖ 1,200 donors cancel Direct Debits in three days.

❖ Deputy CEO resigns. CEO says he will step down.

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Crisis management is different in the voluntary sector

❖ Two-tier reporting is required

❖ Needs input, involvement and commitment from both the executive and trustees

❖ In some cases, a corporation can be seen as a little ‘cavalier’, whilst a charity cannot

❖ A reputation lost in the voluntary sector maybe much harder to regain than in the commercial sector

❖ The management teams in the voluntary sector are probably less likely to have been prepared to face a crisis than their commercial counterparts.

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What can the board of trustees do in a crisis?

❖ Provide gravitas, experience and advice

❖ Offer a ‘sounding board’ for the executive

❖ Review and approve a crisis plan (plus media statements)

❖ Offer objective opinion, both to the executive and to stakeholders

❖ Act as a senior spokesperson / figurehead when needed

❖ Mentor the executive

❖ Bring in external expertise if required

❖ If appropriate, remove and replace a dysfunctional or failing executive.

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What can the executive do in a crisis?

❖ Develop and execute a crisis management plan

❖ Identify and communicate with ALL the stakeholders that matter

❖ Act as the frontline spokesperson for the organisation

❖ Respond to enquiries and issue statements

❖ Monitor what is going on

❖ Keep the team ‘onside’

❖ Report to the trustees

❖ Go when ‘the game is up’.

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Crisis management -

The overrid ing strategy is to set out to be in a

better position in the end than you were before the

crisis arose.

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Ten-step plan for effective crisis management

1. Be prepared

2. Don’t hide or be evasive by adopting a ‘no comment’ defence - start to take the initiative (use hold ing statements)

3. Develop a sympathetic persona

4. When you can, begin to seize the initiative - ‘lines to take’

5. Make the media your ally and not the enemy

6. Create effective channels of communication

7. Know your target audiences

8. Front up your own defence

9. Find objective and authoritative allies

10.Don’t reinvent the wheel.

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–John F Kennedy

“The Chinese use two brush stokes to write the

word ‘crisis’.

One brush stroke stands for danger; the other for

opportunity.

In a crisis, be aware of the danger , but recognise

the opportunity.”

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What is it like to be caught in the media spotlight?

❖ Imagine being interviewed on Newsnight and you are asked to answer a question ‘yes’ or no’!

❖ Do you remember Michael Howard’s famous Jeremy Paxman on Newsnight?

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What is it like to be caught in the media spotlight?

❖ Or imagine being door-

stepped at home one day by

the media pack …

❖ And they want to ask you one

simple question …

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Now try and answer the question without incriminating yourself …

“… Tell me, is it true, have you stopped

embezzling your charity yet?”

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Welcome to the world of crisis management …

❖ Although you are completely innocent …

❖ Answer ‘yes’ and it implies you have been embezzling

your charity.

❖ Answer ‘no’ and it implies you are continuing to

embezzle your charity!

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Thank you for listening, for any further questions

contact:

Robin Swinbank

The Counsel House

Tel: 07831 364744

Email:[email protected]

Website: www.thecounselhouse.com

Twitter: @TheCounselHouseLinkedIn: Robin Swinbank

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vGOVERNANCE FOR IMPACT

Dan Corry, CEO of NPC, June 2018

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TRANSFORMING THE UK CHARITY SECTOR

83

NPC works at the nexus between charities and

funders

Charity

SectorFunder

Increasing the impact of charities

eg, impact-focused theories of change

Strengthening the partnership

Eg, collaboration towards shared

goals

Increasing the impact of funders

eg, effective commissioning

Consultancy

Think tank

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GOVERNANCE AND IMPACT

‘Governance is more than simply reading board papers and

turning up to meetings: charity trustees have the critical role

of ensuring the charity is doing what it sets out to achieve.’

Belinda Vernon, Chair, National Numeracy

http://www.thinknpc.org/publications/above-and-beyond/

84

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LOTS OF OTHER STUFF TO DISTRACT YOU!

85

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CHANGES IN MANY AREAS THAT AFFECT

CHARITIES’ ABILITY TO ACHIEVE IMPACT

86

Welfare

Housing

Health

Criminal justice

Education

Stagnant pay

Digital

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WHAT IS IMPACT?

The difference you’ve made to the people you’re

trying to help

• So not inputs (how many people seen)

• Or even outputs (how many felt better as a result)

But .. the impact (ie net or additional effect )

……. And then there is the cost effectiveness of

such impact

87

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88

WHY DOES IMPACT MATTER?

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MANY PARTS OF YOUR STRATEGY AFFECT

ABILITY TO ACHIEVE IMPACT: NPC’S

STRATEGY TRIANGLE

89

Core purpose

Resources & capabilities

Strategy

External environment

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IMPACT CYCLE

90

Plan for impact

Deliver with impact

Assess impact

Review for future

impact

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WHAT DOES AN IMPACT CULTURE LOOK LIKE?

91

Impact is

valued

Desired

impact is

clear

People are

responsible

for impact

Everyone

collaborates

for impact

Data is used

to improve

Change is

not feared

Focus

Accountability

Learning

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TRANSPARENCY IMPORTANT – IT’S NOT JUST

ABOUT PR AND FUNDRAISING

We are doing this because we believe in transparency. We

believe in honest, accurate reporting.

https://www.streetleague.co.uk/annual-report

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SOME EXAMPLES FROM THE CHARITY

GOVERNANCE AWARDS

93

Robert Thompson Charities at Saltwood

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PROPOSED CHANGES TO REGULATION

TO NUDGE BOARDS TOWARDS IMPACT

• Annual reporting on impact

– Proportionate to size

• Annual need to think about mergers and other

collaboration

– to ‘force’ boards to consider this

• Changes to SORP to require more information on key

governance activities

• More transparency from funders would also help

– 360 Giving etc

94

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RESOURCES

It starts from the top

https://www.thinknpc.org/publications/it-starts-from-the-top/

Focusing on impact: What do trustees need to know?

https://www.thinknpc.org/publications/focusing-on-impact-what-do-trustees-need-to-know/

Above and beyond in trusteeship

https://www.thinknpc.org/publications/above-and-beyond/

Charity Governance Awards

https://www.charitygovernanceawards.co.uk/

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v

THANK YOU

June 2018

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The ICSA Charity Governance Conference 2018

15 June, London