FINZ. Governance Policies

Transcription

1 FINZ Governance Policies Policy Governance is a registered service mark of John Carver. Used with permission. 1 Page

2 Table of Contents Table of Contents POLICY: Executive Limitations Global Executive Limitations Treatment of Members Treatment of staff, contractors and volunteers Financial Planning and Budgeting Financial Condition and Activities Emergency CEO Succession Asset Protection Compensation and Benefits Communication and Support to the Council Ends Focus of Grants or Contracts POLICY: Governance Process Governing Style Council Job Description Agenda Planning Chairpersons role Council Member s Code of Conduct Council Committee Policies Cost of Governance POLICY: Council-CEO Linkage Global Council-CEO Linkage Policy Unity of Control Accountability of the CEO Delegation to the CEO Monitoring CEO performance POLICY: Ends Global Ends Policy Page

3 1 POLICY: Executive Limitations 1.1 Global Executive Limitations The CEO shall not cause or allow any practice, activity, decision, or organisational circumstance that is either unlawful, imprudent, or in violation of commonly accepted business and professional ethics and practices. 1.2 Treatment of Members With respect to interactions with members or potential members, the CEO will not cause or allow conditions, procedures, or decisions that are unsafe, undignified, or unnecessarily intrusive. The CEO will not: 1. Fail to provide services that are of a competent standard for a professional institute. 2. Fail to comply with the Privacy Act 3. Fail to establish with members a clear understanding of what may be expected and what may not be expected from the services offered. 4. Fail to inform members of this policy or to provide a way to be heard for persons who believe they have not been accorded a reasonable interpretation of their protections under this policy. (This policy will be effective by end of September 2010) Act, speak or write in a manner that discredits the reputation of the organisation with members or non-members. 1.3 Treatment of staff, contractors and volunteers With respect to the treatment of staff (paid employees, contractors and volunteers), the CEO will not cause or allow conditions that are unsafe, unfair, undignified, disorganised or unclear. The CEO will not: 1. Operate without written Human Resource (HR) policies that, as a minimum: clarify employment rules for staff; address safety & staff welfare; Internet; Media; provide for effective handling of grievances, and protect against wrongful conditions. 2. Retaliate against any staff member for non-disruptive expression of dissent. 3. Knowingly allow staff to be unprepared to deal with foreseeable emergency situations. 4. Prevent staff from taking a grievance to the Council when (i) internal procedures have been exhausted; and (ii) the staff member alleges either that; (a) Council policy has been violated (especially to his or her detriment; or) (b) Council policy does not adequately protect his or her human rights; 5. Fail to acquaint staff with their rights under this policy. 3 Page

4 1.4 Financial Planning and Budgeting Strategic Planning The CEO shall not risk the Institute s future viability by failure to complete or update a formal strategic plan at least annually. The CEO will not: 1. fail to consider the ends and executive limitation policies 2. fail to assess political, economic, societal, technological, legislative and environment (PESTLE) factors 3. fail to consider new markets for existing services or developing new services, nor fail to consider collaboration to achieve this 4. fail to be aware of any developing strategic and competitive threats and plan for responding to them 5. fail to plan in a way that considers annual, medium and long term cycles. Financial planning Financial planning for any financial year or the remaining part of any financial year shall not deviate materially from the Council s Ends priorities, risk financial jeopardy, or fail to take account of a multiyear plan. The CEO will not allow budgeting that: 1. Risks incurring those situations or conditions described as unacceptable in the Council policy Financial Condition and Activities 2. Omits credible projection of revenues and expenses, cash flow, and disclosure of planning assumptions. 3. Provides less for Council spending during the year than is set forth in the Cost of Governance policy. 1.5 Financial Condition and Activities With respect to the actual, ongoing financial condition and activities, the CEO will not cause or allow the development of financial jeopardy or a material deviation of actual expenditures from Council priorities established in Ends policies. The CEO will not: 1. Expend more than 90% of funds than have been received in the financial year. 2. Borrow money. 3. Use any long-term reserves (unless approved by the Council). 4. Fail to settle payroll and debts in a timely manner. 5. Allow tax payments or other government ordered payments or filings to be overdue or inaccurately filed. 6. Make a single purchase or commitment of greater than $5000 if budgeted or greater than $2000 if unbudgeted. Splitting orders to avoid this limit is not acceptable. 7. Fail to actively pursue receivables after a reasonable grace period. 4 Page

5 1.6 Emergency CEO Succession In order to protect the Council from sudden loss of CEO services, the Institute must not be without another staff member or Council member sufficiently familiar with Council and CEO issues; and processes to enable them to take over with reasonable proficiency as an interim successor. (This policy is to be in effect by September 2011) 1.7 Asset Protection The CEO will not cause or allow the assets to be unprotected, inadequately maintained, or unnecessarily risked. The CEO will not: 1. Fail to insure adequately Council members, employees and the Institute itself. 2. Allow staff to access material amounts of funds without Council preapproval. 3. Unnecessarily expose the organisation, its Council, or its staff to claims of liability. 4. Make any purchase: (a) Without reasonable protections for identifying and managing conflicts of interest; (b) of over $500 without having obtained comparative information on price and quality. 5. Fail to neither protect information, texts, files, data, and on-line content from loss, significant damage or misuse nor fail to observe the requirements of the Privacy Act. 6. Receive, process, or disburse funds under controls that are insufficient to meet the Council appointed auditor s standards. 7. Compromise the independence of the Council s audit or other external monitoring or advice. Engaging parties already chosen by the Council as consultants or advisers is unacceptable. 8. Invest or hold operating capital in insecure instruments, or in non-interest bearing accounts except where necessary to facilitate ease in operational transactions. 9. Endanger the organisation s public image or credibility, or its ability to accomplish Ends. 10. Change the organisation s name or substantially alter its identity in the community. 11. Create, purchase or sell any subsidiary entity/asset without Council approval. 1.8 Compensation and Benefits With respect to employment, compensation and benefits to employees, consultants, contract workers, and volunteers the CEO shall not cause or allow jeopardy to financial integrity or to public image. The CEO will not: 5 Page

6 1. Change the CEO s own compensation and benefits. 2. Promise or imply on-going employment where this has not been specified in a Council approved staff establishment plan. 3. Establish current compensation and benefits that deviate materially from the geographic or sector market for the skills employed. 4. Create compensation expectations over a longer term than revenues can be safely projected. 5. Establish or change benefits without Council approval or without an equitable benefits policy being in place. 1.9 Communication and Support to the Council The CEO will not permit the Council to be uninformed or unsupported in its work. The CEO will not: 1. Withhold, impede, or confound information relevant to the Council s informed accomplishment of its job. A. Neglect to submit monitoring data required by the Council in Council-Management Delegation policy Monitoring CEO Performance in a timely, accurate, and understandable fashion, directly addressing provisions of Council policies being monitored, and including CEO interpretations consistent with Council- Management Delegation policy Delegation to the CEO as well as relevant data. B. Allow the Council to be unaware of any actual or anticipated noncompliance with any Ends or Executive Limitations policy, regardless of the Council s monitoring schedule. C. Allow the Council to be without decision information required periodically by the Council or let the Council be unaware of relevant trends. D. Present information in unnecessarily complex or lengthy form or in a form that fails to differentiate among information of three types: monitoring, decision preparation, and other. E. Let the Council be unaware of any incidental information it requires including anticipated media coverage, threatened or pending legal action and material internal changes. F. Fail to inform the Council if, in the CEO s opinion, the Council is not in compliance with its own policies on Governance Process and Council-CEO Linkage, particularly in the case of Council behaviour that is detrimental to the work relationship between the Council and the CEO. 2. Withhold from the Council and its processes logistical and clerical assistance. 3. Impede the Council s collective authority, misrepresent its processes and role, or impede its lawful obligations. 6 Page

7 A. Deal with the Council in a way that favours or privileges certain Council members over others except when (i) fulfilling individual requests for information or (ii) responding to officers or committees with respect of duties charged to them by the Council. B. Fail to submit for the Council s consent agenda items delegated to the CEO yet required by law, regulation or contract to be Councilapproved, along with applicable monitoring information Ends Focus of Grants or Contracts The CEO will not enter into any grant or contract arrangements that fail to further the production of Ends and the avoidance of unacceptable means. The CEO will not: 1. Enter into any grant or contract arrangements without having formal requirements in place that provide protection from funding being used in imprudent, unlawful or unethical ways. 2. Fail to assess and consider an applicant s or contractor s capability to produce appropriately targeted, efficient results. 3. Will not enter into new grants/contracts over a value of $5,000 without the prior approval of the Council. 4. Fail to inform the Council of any anticipated or actual deviation from grants or contracts. 7 Page

8 2 POLICY: Governance Process The purpose of the Council, on behalf of members and the wider community interested in fund raising as a professional* endeavour (our moral ownership ), is to see to it that FINZ (i) achieves appropriate results for appropriate persons at an appropriate cost (as specified in Council Ends policies), and (b) avoids unacceptable actions and situations (as prohibited in Council Executive Limitations policies). *Professional not necessarily referring to paid but ethics etc. 2.1 Governing Style The Council will govern lawfully with an emphasis on: a) outward vision rather than internal preoccupation, b) encouragement of diversity in viewpoints, c) strategic leadership more than administrative detail, d) clear distinction of Council and CEO roles, e) collective rather than individual decisions, f) future rather than past or present, and g) pro-activity rather than reactivity Accordingly: 1. The Council will cultivate a sense of group responsibility. The Council, not the staff, will be responsible for excellence in governing. The Council will be the initiator of policy, not merely a reactor to staff initiatives. The Council will not use the expertise of individual members to substitute for judgement of the Council, although the expertise of individual members may be used to enhance the understanding of the Council as a body. 2. The Council will direct, control and inspire the organisation through the careful establishment of broad written policies reflecting the Council s values and perspectives. The Council s major policy focus will be on the intended long-term impacts outside the internal organisation, not on the administrative means or the programmes of attaining those effects. 3. The Council will require of itself whatever discipline is needed to govern with excellence. Discipline will apply to matters such as attendance, preparation for meetings, policy making principles, respect of roles, and ensuring continuance of governance capability. Although the Council can change its governance process policies at any time, it will observe scrupulously those currently in force. 4. Continual Council development will include orientation of new Council members in the Council s governance process and periodic Council discussion of process improvement. 5. The Council will allow no officer, individual or committee of the Council to hinder or be an excuse for not fulfilling group obligations (and no individual or committee shall usurp the authority of the Council). 6. The Council will monitor and discuss the Council s process and performance at each meeting. Self-monitoring will include comparison of Council activity and discipline to policies in the Governance Process and Council-Management Delegations categories. 8 Page

9 7. The Council recognises that it, as a small professional membership organisation, will need to collaborate with other organisations to have impact. Council members collectively will endeavour to loo0k for opportunities and capitalise on them. 9 Page

10 2.2 Council Job Description Specific job outputs of the Council, as an informed agent of ownership, are those that ensure appropriate organisational performance. Accordingly, the Council has direct responsibility to create: 1. The link between the ownership and the operational organisation. 2. Written governing policies that address the broadest levels of all organisational decisions and situations. A. Ends: Organisational outcomes, recipients, and their relative worth (what good for which recipients at what cost/priority). B. Executive Limitations: Constraints on executive authority that establish the boundaries within which all executive activity and decisions must take place. C. Governance Process: Specification of how the Council conceives, carries out, and monitors its own task. D. Council-CEO Linkage: How authority is delegated and its proper use monitored; the CEO role, and accountability. 3. Assurance of successful organisational performance on Ends and Executive Limitations. 2.3 Agenda Planning To accomplish its job with a governance style consistent with Council policies, the Council will follow an annual agenda that (a) completes re-exploration of Ends policies annually and (b) continually improves Council performance through Council education and enriched input and deliberation. Accordingly, 1. The cycle will conclude each year on the last day of October so that administrative planning and budgeting will be based on analysis of a oneyear segment of the Council s most recent statement of long term Ends. 2. The cycle will start with the Council s development of its agenda for the next year. A. Consultations with selected groups in the ownership, or other methods of gaining ownership input, will be determined and arranged in the first quarter, to be held during the balance of the year. B. Governance education and education related to Ends determination (e.g. presentations by sector experts, advocacy groups, staff, etc.) will be arranged in the second quarter, to be held during the balance of the year. 3. Throughout the year, the Council will attend to consent agenda items as expeditiously as possible. 4. The Council will determine at each meeting that reports have demonstrated fulfilment of a reasonable interpretation of the applicable policy. 5. CEO remuneration will be decided during the month the of February or March after a review of the years monitoring reports. 10 Page

11 2.4 Chairperson s role The chairperson assures the integrity of the Council s process and, secondarily, occasionally represents the Council to outside parties (or delegates this). Accordingly, 1. The assigned result of the chairperson s job is that the Council behaves consistently with its own rules and those legitimately imposed upon it from outside the organisation. A. Meeting discussion content will be on those issues which, according to Council policy, clearly belong to the Council to decide or to monitor. B. Information that is for neither monitoring performance nor Council decisions will be avoided or minimised and always noted as such. (Ideally there should be time for social discussion after meetings) C. Deliberation will be fair, open and thorough but also timely, orderly and kept to the point. 2. The authority of the chairperson consists in making decisions that fall within Council policies on Governance Process and Council-CEO Linkage, with the exception of (a) employment or termination of a CEO and (b) where the Council specifically delegates portions of this authority to others. The chairperson is authorised to use any reasonable interpretation of the provisions in these policies. A. The chairperson is empowered to chair Council meetings with all the commonly accepted power of that position (for example, ruling, recognising). B. The chairperson has no authority to make decisions about policies created by the Council within Ends and Executive Limitations policy areas. Therefore the chairperson has no authority to supervise or direct the CEO. C. The chairperson may represent the Council to outside parties in announcing Council-stated positions and in stating chair decisions and interpretations within the area delegated to her or him. D. The chairperson may delegate this authority but remains accountable for its use. 2.5 Council Member s Code of Conduct The Council commits itself and its members to ethical, business like, and lawful conduct, including proper use of authority and appropriate behaviour when acting as Council members. 1. Members must have loyalty to the ownership as priority and declare and address any conflicts of interest or loyalties to staff, other organisations and any personal interest as a consumer of Institute services. 2. Members must avoid conflict of interest with respect to their financial and ethical responsibility. A. Members (& CEO) will annually disclose their involvements and relationships with other organisations, with vendors, or any associations that might reasonably be seen as being a conflict. B. When the Council is to decide upon an issue, about which a member has an unavoidable conflict of interest, that member shall absent 11 Page

12 herself or himself without comment from not only the vote but also from the deliberation. C. Council members must not use their Council position to obtain employment for themselves, family members, or close associates. Should a Council member apply for employment, he or she must first absence themselves and resign if engaged. 3. Council members may not attempt to exercise individual authority over the organisation. A. Council members interaction with the CEO or with staff must recognise the lack of authority vested in individuals except when explicitly Council-authorised. B. Council members interaction with public, press, or other entities must recognise the same limitation and the inability of any Council member to speak for the Council unless authorised to do so. C. Except to participate in Council deliberation about whether the CEO has achieved any reasonable interpretation of Council policy, members will not express individual judgements of performance of employees of the organisation. 4. Council members will respect the confidentiality appropriate to issues of a sensitive nature. 5. Council members will be properly prepared for Council deliberation. 6. Council members will support the legitimacy and authority of Council decisions, irrespective of the member s personal position on the issue. 7. Council members may contribute to the organisation as operational volunteers only as directed by the CEO. 2.6 Council Committee Policies Council committees or working groups when used, will be assigned so as to reinforce the wholeness of the Council s job and so as never to interfere with delegation from Council to CEO. 2.7 Cost of Governance Because poor governance costs more than learning to govern well, the Council will invest in its governance capacity. Accordingly, 1. Council skills, methods, and supports will be sufficient to assure governing with excellence. 12 Page A. Training and retraining will be used liberally to orient new Council members and candidates for membership, as well as to maintain and increase existing Council member skills and understandings. B. Outside monitoring assistance will be arranged so that the Council can exercise confident control over organisational performance. This includes but is not limited to financial audit. C. Outreach mechanisms (hui, surveys, etc.) will be used as needed to ensure the Council s ability to listen to owner viewpoints and values.

13 2. Costs will be prudently incurred and budgeted for, though not at the expense of maintaining Council capability. 13 Page

14 3 POLICY: Council-CEO Linkage 3.1 Global Council-CEO Linkage Policy The Council s sole official connection to the operating organisation, its achievement, and conduct will be through a CEO. 3.2 Unity of Control Only official decisions of the Council are binding on the CEO. Accordingly, 1. Decisions or instructions of individual Council members, officers, or committees are not binding on the CEO except in rare instances when the Council has specifically authorised such exercise of authority. 2. In the case of Council members or committees requesting information or assistance without Council authorisation, the CEO can refuse such requests that require, in the CEO s opinion, a material amount of staff time or funds, or are disruptive. 3.3 Accountability of the CEO The CEO is the Council s only link to operational achievement and conduct, so that all authority and accountability of staff, as far as the Council is concerned, is considered the authority and accountability of the CEO. Accordingly, 1. The Council will never give instructions to persons who report directly or indirectly to the CEO. 2. The Council will not evaluate, either formally or informally, any staff other than the CEO. 3. The Council will view CEO performance as identical to organisational performance so that organisational accomplishment of Council stated Ends and avoidance of Council proscribed means will be viewed as successful CEO performance. 3.4 Delegation to the CEO The Council will instruct the CEO through written policies that prescribe the organisational Ends to be achieved and describe organisational situations and actions to be avoided, allowing the CEO to use any reasonable interpretation of these policies. Accordingly, 1. The Council will develop policies instructing the CEO to achieve certain results, for specified recipients at a specified cost. These policies will be developed systematically from the broadest, most general level to more defined levels and will be called Ends policies. All issues that are not Ends issues as defined above are Means Issues. 14 Page

15 2. The Council will develop policies that limit the latitude the CEO may exercise in choosing the organisational means. These limiting policies will describe those practices, activities, decisions, and circumstances that would be unacceptable to the Council, even if they were to be effective. These policies will be developed systematically from the broadest, most general level to more defined levels, and they will be called Executive Limitation policies. The Council will never prescribe organisational means delegated to the CEO. 3. As long as the CEO uses any reasonable interpretation of the Council s Ends and Executive Limitations policies, the CEO is authorised to establish all further policies, make all decisions, take all actions, establish all practices, and develop all activities. Such decisions of the CEO shall have full force and authority as if decided by the Council. 4. The Council may change its Ends and Executive Limitations policies, thereby shifting the boundary between Council and CEO domains. By doing so, the Council changes the latitude of choice given to the CEO. But as long as any particular delegation is in place, the Council will respect and support the CEO s choices. 3.5 Monitoring CEO performance Systematic and rigorous monitoring of CEO job performance will be solely against the only expected CEO job outputs: organisational accomplishment of Council policies on Ends and organisational operation within the boundaries established in Council policies on Executive Limitations. Accordingly, 1. Monitoring is simply to determine the degree to which Council policies are being met. Information that does not do this will not be considered to be monitoring information. 2. The Council will acquire monitoring data by one or more of three methods: (a) by internal report, in which the CEO discloses compliance information, along with his/her justification for the reasonableness of interpretation; (b) by direct Council inquiry, in which a designated member or members of the Council assess compliance with policy, with access to the CEO s justification for the reasonableness of his/her interpretation; and (c) by external report, in which an external, independent third party selected by the Council assesses compliance with policies, augmented with the CEO s justification for the reasonableness of his/her interpretation. 3. In every case, the standard for compliance shall be any reasonable CEO interpretation of the Council policy being monitored. The Council is final arbiter of reasonableness, but will always judge with a reasonable person test rather than with interpretations favoured by Council members or by the Council as a whole. 4. All policies that instruct the CEO will be monitored at a frequency and by a method chosen by the Council. The Council can monitor any policy at any time by any method, but will ordinarily depend on a routine schedule. Policy Method Frequency Treatment of Members Internal six monthly Treatment of Staff Internal biennial financial Planning and Budgeting Internal annually Financial Condition and Activities Internal quarterly 15 Page

16 Emergency CEO Succession Internal annually Asset Protection Internal annually Compensation and Benefits Internal annually Communication and Support External six monthly Grants/Contracts Direct inquiry annually 16 Page

17 4 POLICY: Ends 4.1 Global Ends Policy The Fundraising Institute of New Zealand exists for: A. FINZ individual and organisational members to have success consistent with the level of resources and income available to them. The emphasis on conditions for success will be on societal factors, member skills and ethical fund raising at a cost to the association of no more than 90% of all annual resources. B. Favorable regulatory and industry standard conditions. Regulations and industry standards imposed on members will be no more constraining than is necessary to produce the intended public good. Regulations and industry standards will serve the best interest of members. C. Ethical and skilled members Members will be able to access training and professional development to enable them to continually up-skill at a reasonable cost. Members new to FINZ will quickly attain the required skills to meet our standard for full membership at a reasonable cost. Members will commit to upholding the code of ethics and professional conduct as well as ethical fund raising defined by FINZ industry standards. D. Funders, donors, government, other interested parties including employers where it relates to individual members - and the general public consider members to be ethical, professional, and skilled. E. Funders/employers/vendors will favorably differentiate towards FINZ members. 17 Page