Good Governance Tool Kit

Transcription

1 Good Governance Tool Kit vicsport good governance project victoria s peak for sport & active recreation Supported by:

2 introduction A strong sporting team has the right mix of skills and experience to perform at its peak. Talent identification and team selection are the most influential factors on performance and ultimately the success or failure of any team. The Board of a sporting organisation is no different yet organisations rarely place the same importance on the selection and make up of their board. Boards that are diverse in gender, age and background and have the right mix of skills and abilities function more effectively and are more successful in achieving the best outcomes for the organisation. good governance & diversity framework Research conducted by vicsport from July June 2009 revealed a scope of recommendations and potential strategies to improve governance practices and diversity on boards of State Sporting Associations (SSA s). These recommendations and strategies recognise that individuals, organisations and the sport and active recreation industry together play an important role in creating change and achieving significant progress towards board diversity and good governance practices. These evidence based strategies form a Good Governance and Diversity Framework that identifies opportunities across the three key areas. individuals organisations industry Pathways onto board positions Skill assessment for position selection Managing work-life balance Networking & relationship building Mentoring Understanding board behaviour & culture Understanding board roles & responsibilities Overcoming tokenism Confidence building Review of board structure & purpose Consideration of election and appointment of board members Implementation of board Induction Board behaviour & culture Board performance including skills audit, assessment & evaluation Consistent data collection of board composition of SSA s Skills bank of vacant board positions Showcase female role models Development of resources to support individuals & organisations Deliver mentoring, networking & professional development opportunities for women Promoting the benefits of board diversity Highlighting barriers and strategies for female board participation 2 good governance tool kit

3 good governance tool kit Based on the organisations role within the Good Governance & Diversity Framework vicsport developed a Good Governance Tool Kit which focuses on five key areas of governance that aim to assist organisations to improve governance practices and encourages gender diversity in the board room. The five key areas of the model interact however there is no start or finish point as it is not necessary to follow any particular sequence. purpose of the tool kit The Good Governance Tool Kit has been developed as a resource for State Sporting organisations (SSA s) and provides a range of information and templates across five stages of governance. The purpose of the Tool Kit is to provide access to a sport specific governance resource that will improve governance practices, and improve gender representation at a board and leadership level. how to use the tool kit The policies and templates included in the Tool Kit are general in nature and provide a great starting point for boards of SSA s that often find themselves too time poor to develop or review governance policies and templates from scratch. As all organisations and boards are different we strongly encourage organisations to amend the templates to reflect their organisations particular needs. The Tool Kit may be used as a reference by an organisation to meet a particular need at any one time or as a framework to undertake regular review of governance practices. For example the Recruitment and Selection stage may be referred to by the board prior to an upcoming AGM or a board may decide to embark on a review of all governance practices and work through each stage of the model. Whichever approach is preferred it is advised that all stages are completed at some point and all stages require continual review and evaluation. 3 good governance tool kit

4 user guide: click section number for direct link good governance model 1. board structure & purpose 1.1 Constitution 1.2 Board Charter 1.3 Board Sub-Committees 1.4 Board Composition Board Role Description Board Code of Conduct 1.5 Board Profiles 2. election and appointment 2.1 Guidelines for Election and Appointment 2.2 Consideration of Possible Barriers for Board Participation 2.3 Succession Planning 3. board induction 3.1 Board Induction Policy 3.2 Board Induction Checklist 3.3 Board Introduction Letter Board Role Description Board Code of Conduct 4. board behaviour & culture 4.1 Mentoring & Support 4.2 Leadership and the Role of the Chair 4.3 Inclusion & Diversity Training 4.4 Self Imposed Targets & Quotas 4.5 Board Values & Teamwork 4.6 Effective Meetings & Decision Making Board Meeting Agenda Template Board Calendar Features for an Ideal Board Meeting evaluation 5. board performance and evaluation 5.1 Board Performance Health Check 5.2 Benefits of Board Performance Evaluation 5.3 Board Performance and Evaluation Policy 5.4 Performance Evaluation and Individual Self-Assessment 5.5 Skill Gap Analysis 4 good governance tool kit

5 1. board structure & purpose introduction vicsport s Good Governance Research indicates that board structure and clarity of purpose can directly influence board functionality and the board s ability to attract suitably qualified directors. Typically the governance structure of sporting organisations comprise of the Council, the Board and Sub-Committees with a clear separation between the board, CEO and staff. The majority of the board is generally elected by its members however it is becoming more common for boards to also allow for a number of appointed positions. By nature, governance structures can raise several issues. Hoye, Smith, Westerbeek, Stewart and Nicholson in Sport Management: Principles and Application (2006:169) noted that the typical governance structure adopted by non-profit sport organisations has been criticized for being unwieldy and cumbersome, slow to react to changes in market conditions, subject to potentially damaging politics or power plays between delegates, and imposing significant constraints on organisations wishing to change. To assist sporting organisations to overcome some of these common challenges and to put in place practices for better governance and board diversity we have examined the following areas relating to board structure and purpose: Constitution Board Charter Sub-Committees Board Composition Board Role Description Board Code of Conduct Board Profiles 1.1 constitution As outlined in The Australian Sports Commission states National Sporting Organisation Governance Principles of Best Practice (2007:4) the incorporated body should have a constitution, which embodies the following key sections: Interpretation objects and powers Members membership and meetings of members (general meetings) The Board powers, other roles (CEO and secretary) and meetings of the board Reporting Accounts Auditors Winding Up 5 good governance tool kit

6 The constitution should be written in a clear, unambiguous and succinct manner. It should not be overburdened with items that would be better served to be detailed in the organisation s by-laws or policies. These are usually items that can be expected to be changed and updated from time to time. In these circumstances the board should, through by-law and policy development, be empowered to oversee and manage the issues. Not-for-profit sport and recreation clubs generally incorporate under State or Territory legislation known as the Associations Incorporation Act. To become incorporated a club must, among other things, lodge a set of rules, commonly referred to as a constitution. Click here for Consumer Affairs Victoria, Associations Incorporation Act (1981), Model Rules for an Incorporated Association. The model rules are intended as a guide only and clubs can adopt, or change the rules to suit their needs so long as the basic requirements are met. Model rules are not identical in each State or Territory. Click here for more information from vicsport about Incorporation of an Association. 1.2 board charter A Board Charter is a one-source document which clearly sets out how the board performs its role. Second to the organisation s Constitution, a Board Charter is a key governance policy document which defines the respective roles, responsibilities and authorities of the board and management in setting the direction, the management and control of the organisation. The Australian Sports Commission states in National Sporting Organisation Governance Principles of Best Practice (2007:13) states that the board and each committee established by the board should have a terms of reference or a charter. The Board Charter should include, at a minimum: Board purpose Authority delegated Board composition, including the appointment of a Chair Reporting requirements Delineation of the role of the board and the role of management. 1.3 board sub-committees vicsport s Good Governance Research suggests that Board Sub-Committees may act as a suitable pathway for board succession and also provides an opportunity for individuals to be involved in leadership and decision making at another level. Our research found that females will be more likely to apply for board positions if they have a better understanding of the organisation, the board s roles and responsibilities and the effectiveness of board operations. Involvement in sub-committees provides an excellent opportunity to do this. Board Sub-Committees allow directors to give closer attention to important issues facing the organisation than is possible for the full board. Board committees are an effective way to distribute the work between the directors and allow more detailed consideration of specific matters. The number of board committees, size and mix, will vary from organisation to organisation depending on its size, complexity and the challenges it faces. Similar to a Board Charter each sub-committee should also have a clear Terms of Reference outlining the purpose of the committee. 6 good governance tool kit

7 1.4 board composition Our Good Governance research indicates that boards that are more diverse in gender and background will be better positioned to think differently and represent broader selection of interests of members and the wider community. Undertaking a performance evaluation and skills audit may assist an organisation to improve its board composition and is an effective way for a board to: Identify gaps in skill and diversity, Inform board development, Assist with board recruitment selection and Identify a preferred mix of skills and attributes. Click here to go to the Election and Appointment section of the Tool Kit. The individuals that make up a board have the ability to influence the direction, decision making and culture of an organisation and are equipped with the responsibility of setting and carrying out strategic priorities. It is therefore important that board members have a good understanding of their roles and responsibilities as it will have a direct influence on board performance. There can be different perceptions and expectations regarding the role of board members. For example the time spent on operational discussion versus strategic matters presents as a common challenge for sporting organisations. The role of board members will vary depending on the size, resources and nature of the sport however to assist in clarifying the role of the Board Members in general terms vicsport has developed a Board Role Description and Code of Conduct template board role description A Board Role Description is similar to that of a Job Description. It outlines the key roles, responsibilities and expectations of the board member and should form the basis of all board operations and discussions. Click here for a Board Role Description Template board code of conduct In addition to a Board Role Description a Code of Conduct clearly describes the expectations of board members specifically relating to the behaviour, culture, values and ethical standards that are agreed to by the board. A Code of Conduct will also assist to manage conflict or dispute should it issue. Click here for a Board Code of Conduct Template 1.5 board profiles Including a board profile of each board member on your organisations web site assists to inform members and potential board candidates of the current board composition including skills and diversity, improves board transparency and gives a face to your board members. The Good Governance Research also suggests that profiling female board members and women in leadership positions is an important strategy to create role models for other women in sport. Click here for a Board Profile Template. 7 good governance tool kit

8 2. election and appointment introduction One of the biggest challenges for sporting organisations is to ensure that their board is both representative of its members and appropriately skilled and experienced to govern the organisation. There is some shift towards the appointment of independent directors however most sporting organisations still operate under the traditional representative model that is reliant on an electoral process. This model presents several challenges including little control over diversity and finding members with necessary skills. Regular changeover of board members in not-for-profit sporting organisations is also an issue which is why it is important for boards to have a strategy to elect and appoint suitable Directors. 2.1 guidelines for election and appointment Many sporting organisations are guilty of using the tap on the shoulder method of recruiting board members or flicking through the contact lists of existing board members to fill a vacant board position. Planning for the recruitment of new directors and setting guidelines to manage the process will place organisations in a much stronger position for a higher level of performance. The following recommendations for election and appointment were derived as a result of the research findings from the Good Governance project. These recommendations are intended to assist sports to recruit the best possible decision makers and encourage greater board diversity. Board Evaluation and Skills Audit Annual board evaluation and skills audit should be undertaken to identify skill and diversity gaps and assist with the recruitment of board members with appropriate attributes, knowledge, skills and qualifications Click here to go to the Board Performance and Evaluation Section of the Tool Kit Role Description Information from the board evaluation and skills audit, together with consideration of the organisations strategic plan, should be used by the Board or Governance Sub-Committee to develop a role description. The role description should clearly outline the responsibilities and expectations of the board position so that potential applicants are fully informed about the skills and commitment required. Our research into women applying for board positions indicated that a lack of confidence or willingness to apply for board positions is often due to a lack of knowledge about the role and time commitment required Click here for a Board Role Description Template Communication with Members An election kit containing the role description and information regarding the application, election and appointment process should be distributed to members and potential candidates. It is especially important for elected boards to clearly communicate to voting members the particular attributes and skills that the board is seeking so that voting can be based on merit rather than popularity 8 good governance tool kit

9 Encouragement for Women to Apply vicsport s research also revealed that generally females are more likely to apply for board positions when encouraged and supported in this process. For boards that have historically been male dominated it is recommended that the board actively seeks skilled female professionals. Click here for the vicsport Good Governance: Lack of Confidence Fact Sheet Board Profiles Including profiles of existing board members on your web site is recommended so that potential applicants can consider where their attributes and skills would fit into the existing mix and to highlight existing role models for other women if your board already has female directors. Click here for a Board Profile Template Review of Constitution The Board may consider a review of the constitution for the inclusion of appointed positions to fill skill and diversity gaps if the board is fully elected. UK organisation, National Council for Voluntary Organisations (NCVO) also specifies a number of practical guidelines for nonprofit organisations to adopt in recruiting and renewing their board. Whilst it may not be relevant or even practical for a volunteer based organisation to carry out each of the listed strategies below, these guidelines can act as a useful check list to assist boards in planning a successful election process that is suitable for their organisation. The board should have a strategy for its own renewal, with succession planning arrangements in place. The Board may wish to delegate implementation of this strategy to a sub-committee or panel. The Board should consider setting maximum terms of office to ensure a steady renewal of trustees; these may be set out in standing orders or in the organisations governance document. Before new trustees are appointed, the Board should determine what new attributes and knowledge are needed, and write them down in the form of a role description, or role profile. The Board should ensure that the recruitment process is open to all sections of the community and should consider open advertising and a range of other recruitment methods to attract a wide range of candidates. Candidates should, where the organisation s governing documents permit, be interviewed formally, and appointed on merit. The Board should ensure that the procedures for joining and leaving the Board are clearly understood. 9 good governance tool kit

10 2.2 consideration of possible barriers for board participation Potential barriers to board participation should be considered so that the election and appointment process is fair and equitable and that board members are elected based on ability rather than popularity or profile. Barriers identified during the good governance project include: Lack of role models Due to the fact that the majority of sporting boards are predominately male dominated there is a lack of role models for women to aspire to in leadership and governance positions. Your Board may wish to consider mentoring for women and greater encouragement for women to apply for board positions. Unconscious bias Interview panels should be gender equal to combat unconscious bias in the interview and selection process. Application process Organisations need to ensure that the application process is clear and transparent. A comprehensive Board Election Kit should be readily available. 2.3 succession planning Recruiting board members that are representative and have appropriate skills and expertise is both important and often very challenging for many organisations. The Board Succession Series by Our Community provides not-for-profit boards with a valuable step-by-step guide to plan an election and appointment process. Part 1: Finding New Board members Part 2: Recruiting New Board members Part 3: Selecting the right Board members Part 4: Checklist 10 good governance tool kit

11 3. board induction introduction A comprehensive introduction to the organisation and board operations allows new directors to be properly informed, supported and welcomed to the board from the time of their appointment. vicsport s Good Governance research indicated that a board induction process could strongly influence a new director s experience and board involvement and was especially influential for females entering an all male board. The research found that new directors were far more likely to contribute to the board sooner following a comprehensive board induction. The Board Induction process seeks to provide new board members with the necessary information and training to: Better understand the board and organisational objectives History and current position of the organisation Contribute effectively to board discussion and decision making Make informed decisions Understand their roles and responsibilities as a director Get to know fellow directors Create a more enjoyable and rewarding experience 3.1 board induction policy Your organisation may wish to adopt a board induction policy which outlines the purpose and implementation of the board induction process. The policy template provides an outline of key board induction elements however the template should be adapted to suit the specific needs of your organisation. Click here for a Board Induction Policy Template 3.2 board induction checklist To support the Board Induction process an induction checklist is a useful tool to ensure that all procedures outlined in the induction policy have been carried out. Click here for a Board Induction Checklist Template 3.3 board introduction letter An introduction or welcome letter should be sent by the President to the new board member soon after their appointment to the board. The letter formally welcomes the new director onto the board and outlines what the induction process will entail. Click here for a Board Introduction Letter Template 11 good governance tool kit

12 3.3.1 board role description Along with an introduction letter, the new director should receive a role description and code of conduct to ensure they have a clear understanding of their new role as director. This will allow them the opportunity to review these documents and clarify any queries prior to commencing their new position. A Board Role Description is similar to that of a Job Description. It outlines the key roles of the board member and should form the basis of all board operations and discussions. Click here for a Board Role Description Template board code of conduct A board code of conduct clearly describes the expectations of board members specifically relating to the behaviour, culture, values and ethical standards that are agreed to by the board. Click here for a Board Code of Conduct Template 12 good governance tool kit

13 4. board behaviour & culture introduction It should not be surprising that when a group of individuals with different backgrounds, skill sets and personalities get together that challenges in board function and dynamics can occur. Boards need to invest time into constantly nurturing a positive board culture to prevent conflict amongst its members and to ensure that they are best serving the interests of their members. The Australian Sports Commission Governing Sport The Role of the Board (ASC, 2005;17) identified that one of the greatest challenges facing boards is the ability to achieve consensus and cohesion while at the same time encouraging diversity and legitimate dissent. To assist sporting organisations to address this issue the ASC outlined a range of factors that contribute to the development of an effective board team. The skills mix of the board is appropriate to its role and tasks. There is agreement that the board will speak with one voice about all policy matters when communicating with the CEO and the outside world. There is a robust and productive partnership with the CEO in which both good and bad news is shared openly and in a timely fashion. There is a positive and constructive boardroom culture in which all directors know that their contribution is valued. There is a good balance between talking and listening. Board members are willing to suspend judgment until an issue is fully canvassed and all perspectives are aired. The chairperson manages the meeting processes so that issues before the board are adequately addressed. Agenda and time management facilitate appropriate attention to board issues. Legitimate dissent and diversity are viewed as healthy components in boardroom dialogue and encouraged so that the full range of views, opinions and experience are available to support board decisions. The views of management are sought and valued. Board members can ask tough questions without management becoming defensive. 4.1 mentoring and support Board behavior and culture can be significantly enhanced by providing appropriate mentoring and support for board members. If newly appointed directors are assigned a mentor they are more likely to feel welcomed into their position, included into group dynamics, have greater self confidence and feel better informed to contribute to discussion. Interviews conducted with female directors for the Good Governance Project supported this and also revealed that a comprehensive induction process involving mentoring and support results in a more rewarding experience for directors. Click here for the vicsport Good Governance: Mentoring and Encouragement Fact Sheet. 13 good governance tool kit

14 4.2 leadership and the role of the chair Female directors who were interviewed as part of vicsport s Good Governance Project suggested that the Chairperson can strongly influence the behaviour of directors and boardroom culture. The Chairperson should lead by example and can really set the scene for a boardroom culture that is respectful and inclusive. Board meetings should be managed by the Chair in a manner designed to encourage diversity of opinion, ensuring that all board members are given an opportunity to contribute to board discussion. This leadership can greatly enhance the experience for females sitting on male dominated boards. The Australian Sports Commission Governing Sport The Role of the Board (ASC, 2005;4-5) describes that the chairperson is responsible for leadership of the board, ensuring its effectiveness in all aspects of its governance role. The chairperson is pivotal in creating the conditions for overall board and individual board member effectiveness and ensures constructive relations between board members and staff. The chairperson s role and responsibilities include: Representing the board the chairperson is usually the board s representative to outside parties, though this responsibility may be delegated as appropriate. Setting the agenda and ensuring board members receive timely and clear information the agenda should take full account of the issues and concerns of all board members. Agendas should be forward-looking and concentrate on strategy, rather than focusing on management issues. Managing board meetings direct or control meetings to ensure that sufficient time is allowed for discussion of agenda items and proper decision-making takes place. Liaising with the chief executive officer while the board has responsibility as employer of the chief executive officer, the board is usually represented through the chairperson in managing the working relationship with the chief executive officer. Board member development and encouragement taking the lead in inducting and developing individual board members, with a view to enhancing the board s overall effectiveness as a team. Performance assessment ensuring that peer and self-assessments of performance are undertaken regularly for all members of the board, including the chairperson. The chairperson may delegate certain aspects of his or her authority but remains accountable for the action of the delegate.the chairperson is bound by the board s governance policies and decisions and thus has no authority to alter, amend or ignore these. The position of chairperson does not create of itself a right to independent decision taking. The chairperson may exercise those powers delegated to the position by the constitution or board. It is useful to have a written document that details the decision making powers of the chairperson. 14 good governance tool kit

15 4.3 inclusion & diversity training It is important for all board members to be supportive of a process to improve board diversity for it to be successful. Demonstrating the benefits of board diversity through education and training may be a useful way to build commitment from board members and the organisation as a whole. Your board may choose to embark on formal diversity training or perhaps choose to introduce the idea by using case studies or including an agenda items for discussion. Contact Our Community for information and resources to educate your board about the benefits of diversity and inclusiveness. 4.4 self imposed targets and quotas Due to the low representation of women on boards the enforcement of quotas or self imposed targets has long been a topic of debate. In Norway, legislation relating to the minimum number of women on corporate boards was introduced with levels of representation now reaching 45% since the laws were implemented in In the sporting industry, Hockey Australia is leading the way with their gender equity stance, which requires each gender to represent at least 35% of the board. It is generally accepted that quotas can lead to an increase in representation of women on boards and possibly act as a conduit for cultural change in organisations by: Allowing women to make an impact at board level by affording them an opportunity they may not otherwise have been afforded, Increasing the awareness of the benefits of gender diversity on boards, Is an opportunity to break down barriers and improve confidence of women to apply for board positions. In many cases quotas are a result of frustration and imposed as a last resort for progress to occur due to the following concerns. Women only being brought onto boards because women s voices were underrepresented and as a compensatory gesture (tokenism) Quotas being viewed as ceilings Positions may no longer be afforded to the best possible candidate. Click here to read the vicsport Women on Boards fact sheet on Quotas. 4.5 board values & teamwork The board should establish an agreed set of values and beliefs that guide board behaviour and decision making. These values and beliefs should be clearly outlined in a Code of Conduct to ensure that the reputation of organisation is managed, protected and enhanced. Click here for a Code of Conduct Template. 15 good governance tool kit

16 4.6 effective meetings & decision making As mentioned by Fishel, D. in The book of the Board: Effective Governance for non-profit organisations (2003: 141) Meetings can make or break a board. Ill-directed or ill-prepared meetings can sap the energy and motivation of board members, whereas purposeful and well organised meetings can build the organisations sense of direction and motivate the board members and staff involved. The decision to commit your time to a board position is one that requires strong consideration. The research undertaken for the vicsport Good Governance project revealed some of the main motivations for directors joining a board. These included; wanting to contribute something valuable back to their sport, to feel as though they are making a worthwhile contribution to their community and to have the opportunity to apply and develop specific skills. The main reason cited in our Good Governance Research for females not applying for board positions was due to family and/or work commitments. For this reason it is important for meeting to run effectively as lengthy and unproductive board meetings can frustrate board members and act as a deterrent to potential applicants. The Australian Sports Commission, Governing Sport The Role of the Board (2005:20-21) state in their guidelines for the conduct of board meetings that: Board meetings should focus on governance matters affecting the control and direction of the organisation, such as policy-making and review, financial health of the organisation, strategic thinking and progress towards Key Result Areas, and legal compliance, rather than on administrative and operational matters. Board meetings should reflect an appropriate apportionment of focus between compliance with formal requirements, for example, monitoring financial performance, and monitoring overall achievements of Key Result Areas and engaging in strategic thinking. The board meeting is an ideal forum for the board to engage in strategic thinking in order to ensure the ongoing relevance and appropriateness of its strategic plan and Key Result Areas. The meeting should adopt a future building on past learning. Board meetings should be managed in a manner designed to encourage diversity of opinion, ensuring input from all board members as appropriate without prejudicing effective and efficient decision-making board meeting agenda template A good meeting agenda will serve as a guide to participants, making the meeting more efficient and productive by encouraging the group to think out what needs to be accomplished. To help develop an agenda for a purposeful meeting, consider the following: What decisions need to be made? Are there matters coming out of the sub-committees that require a board decision? Are all items accompanied by clear recommendations for action? 16 good governance tool kit

17 What items require noting? Put the most urgent items at the beginning of the agenda where the board members are fresh and in case the meeting has to break with unfinished business. It can be a good idea to put time allocations next to items, more or less depending on their importance. Don t be obsessed with clockwatching, but you want to be able to give the important things the time they need, and you can t do that if you ve frittered away the meeting time on trivialities. Don t make the agenda too long. A meeting should not run for more than two hours. After that people are tired and unproductive. Click here for a Meeting Agenda Template board calendar A Board Calendar should be mapped out at the start of each year and serves two important functions. Firstly, it provides board members with a clear outline of their commitments for the upcoming year. Eg: How often does the board meet and for how long? Secondly, it is a useful planning checklist to ensure that the board is carrying out all of its key roles including financial, legal, planning and risk management responsibilities. Click here for a Board Calendar Template features for an ideal board meeting The importance of making board meetings focused and productive and the influence of board meetings in shaping board member behavior should not be underestimated. In reality board meetings are likely to get a little off track from time to time and boards may find it necessary to reflect on current meeting practices in order to re-focus. The following points outline some of the key features of a productive and well managed board meeting that can be used as a quick audit with your board. Board meetings start and finish on time. The agenda is distributed to board members with sufficient time to read and respond if necessary. Everyone thoroughly reads the meeting agenda and board papers prior to the meeting. The Chair ensures that the agenda is followed and that meetings run on time. The Chair invites and includes all members to participate in discussion. Members are respectful of the Chairs authority. Debates are robust and conducted in a courteous manner. Member s contributions are relevant and concise focusing on strategic issues rather than operational matters. Members are happy to accept collective decisions even when they have been voted against. 17 good governance tool kit

18 5. board performance & and evaluation introduction The link between a high performing board and the successful performance of an organisation is widely accepted. In a sporting context, a well functioning board will almost certainly have a positive influence on day-to-day operations as well as the performances of individual directors, staff, members and volunteers. A regular evaluation process to obtain feedback on the collective performance of the board as well as the performance of individual directors is necessary for effective board function, ongoing development and improvement. 5.1 board performance health check Prior to commencing a thorough evaluation process your board may wish to consider some key components of good board performance. Some of the components of a well functioning board are outlined below and can be used as a quick health check by your board. The Board operates to a strategic plan, The Board is the correct size to allow for effective decision making, There is a diverse mix of skills and experiences, The election process delivers a pool of diverse Board members required for effective governance, A rotation policy has been implemented with defined terms of appointment, The Board implements practices that allows for the inclusion of women and other minority groups on the Board, The Board has an effective induction program in place for new Board members, The Board has established a Code of Conduct and agreed to a set of values and positive behaviours to guide board members, The division of roles and the functions of the Board and staff is understood, respected and observed by all Board members, Ethical, legal and financial responsibilities are understood, Conflicts of interest are declared and dealt with appropriately, Meetings are well organised and make effective use of time, A regular cycle of evaluation is undertaken to obtain feedback and improve performance, Appropriate risk management policies and processes are in place. 18 good governance tool kit

19 5.2 benefits of board performance evaluation There are a number of benefits to board performance that result from taking part in a performance evaluation process, some of which may include: Improved leadership, Greater clarity of roles and responsibilities, Improved teamwork, Greater accountability, Better decision making, Improved communication and More efficient board operations. 5.3 board performance and evaluation policy The Board Performance and Evaluation Policy should clearly describe the purpose and process of assessing board performance. It is important that organisations introduce an evaluation process that suits the needs and interests of the organisation. If your organisation is introducing a board evaluation for the first time you may like to introduce a simple process and add complexity to the process in the future. Surveys provide a convenient and confidential way to measure Board Performance. vicsport recommends that the collective performance of the board as well as the performance of individual directors should be assessed during the evaluation. It is also recommended that boards use an independent facilitator to ensure that the process is carried out independently and confidentially. Click here for a Board Evaluation Policy Template 5.4 performance evaluation and individual self-assessment As part of the Good Governance Project vicsport developed a board performance evaluation survey and individual self-assessment tool. An evaluation which assesses the overall performance of the board is useful to identify areas of strength and highlight particular areas that require improvement from the board. The Individual self-assessment tool allows directors to reflect on their own personal skills, attributes and contribution to the board and identify possible development opportunities. The results are also used to undertake a skills audit. Knowledge of the current skill set of the board may be used to inform future board recruitment and communication with members. It is strongly recommended that an external facilitator conducts the evaluation process and provides professional assessment of the results. The Board Evaluation and Self-Assessment survey which was developed as part of the Good Governance Project is included in this tool kit as an example only. Click here for a Board Performance Evaluation and Individual Self-Assessment Example Only 19 good governance tool kit

20 5.5 skill gap analysis A Skill Gap Analysis allows the board to have a clearer understanding of: The relevant skills, qualifications and experience required to meet board goals Current gaps in skills and diversity Current strengths so that director s skills can be utilised to their full potential Areas for professional development Information required to communicate with members and inform future recruitment strategies To have an accurate understanding of current board skills, and to accurately complete the skill gap analysis, it is recommended that the board first undertakes a skills audit. Click here for a Skill Gap Analysis Template 20 good governance tool kit

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