26 th June 2016 GOVERNANCE RESTRUCTURE
AGENDA 1. Presidents Introduction & Welcome 2. Apologies 3. Governance Restructure Presentation 4. Presentation of Motions for consideration & voting by the membership present 5. Close of Meeting
• Good Governance – “The system by which companies are directed and controlled. Openness and accountability are the watchwords, and ethical standards are the basis on which lasting governance systems are built .” Sir Adrian Cadbury
• Good Governance – “The system by which companies are directed and controlled. Openness and accountability are the watchwords, and ethical standards are the basis on which lasting governance systems are built .” Sir Adrian Cadbury
Key players in good governance…
Key players in good governance… • The Members
Who does what? CEO Board Executive/management
Board-Management engagement – Board makes strategic decisions based on management recommendations – CEO runs the business – Board to provide advice, guidance and support – Two-way communication – constituent views to Board and vice-versa – Regular communication between CEO and Chairman – Regular communication between CEO/Senior Management and sub-committees
Role & Remit of the Board " The job of the board is all to do with creating momentum, movement, improvement and direction. If the board is not taking the company purposefully into the future, who is? " (Harvey-Jones, 1995).
Role & Remit of the Board The role of the board can be outlined into four broad areas… • 1. Establish vision, mission and values – Determine the organisation's vision and mission to guide and set the pace for its current operations and future development. – Determine the values to be promoted throughout the organisation. – Determine and review organisational goals. – Determine organisational policy.
Role & Remit of the Board • 2. Set strategy and structure – Review and evaluate present and future opportunities, threats and risks in the external environment and current and future strengths, weaknesses and risks related to the organisation. – Determine strategic options, select those to be pursued and decide the means to implement and support them. – Determine the business strategies and plans that underpin the organisational strategy. – Ensure that the organisation's organisational structure and capabilities are appropriate for implementing the chosen strategies.
Role & Remit of the Board • 3. Delegate to manage – Delegate authority to management/staff, and monitor and evaluate the implementation of policies, strategies and business plan. – Determine monitoring criteria to be used by the board. – Ensure that internal controls are effective. – Communicate with senior management/staff.
Role & Remit of the Board • 4. Exercise accountability to members and be responsible to relevant stakeholders – Ensure the Board is operating in line with its governing documents and legal regulation/requirements – Ensure that communication both to and from members and relevant stakeholders is effective. – Understand and take into account the interest of members and relevant stakeholders. – Monitor relations with members and relevant stakeholders by gathering and evaluating appropriate information. – Promote the goodwill and support of members and relevant stakeholders.
The Board is key… • In short the Board is key to the development of any organisation • Its structure needs to be fit for purpose • Our current Board structure is purely representative based, completely lacking in any competency based structure & outdated in terms of good governance • We need to change & modernise…
Before we do… • Before we look at why we should restructure its important to understand that the following are not directly relevant to a restructure of the Board and therefore should not be a consideration in this process… – Event entry fees – Membership fees – Insurance fees – Spectator entry fees – Selection scores for international events
Why should we restructure? • 2006 – Approx. 6000 members – No strategy – 1 member of staff – Turnover approx. € 300,000 (80% public funded) – No formal programmes – Club based events ran 100% by volunteers – No national training facility – No developed brand identity – Not classed as a High Performance sport – Considered ‘lost at sea’ as an organisation • 2016 – Approx. 18,000 members – 2 successful strategic plans implemented with all major targets achieved, 3 rd imminent – 12 members of staff (10 employed, 2 service contracts) – Turnover approx. € 1.3 million (75% self funding) – Developed programmes from participation through to performance – National events programme providing international standard field of play – National Gymnastics Training Centre opening end 2016 – Developed Brand Identity – Classed as High Performance Sport by Sport Ireland – Considered a leading Olympic sport and innovator in the sports sector in Ireland and a developed NGB within UEG& FIG – 2 gymnasts qualified for Rio – First Junior European medal within an Olympic discipline
Why should we restructure? • More specifically… – We want to ensure we are operating in line with good governance guidelines and practices. The more efficient & effective we are in terms of the governance structures of our organisation the more efficient and effective we will be in maximising growth opportunities growth and the development for our sport. – We are committed with our public funding partners to develop good governance practices with the implementation of the governance code for community & voluntary organisations as a condition of funding. While this in no way should be the catalyst for change and/or wanting to better our organisation it is clear that Sport Ireland are requiring the implementation of the same this as a condition of funding for coming years. – Similarly as we enter into new territory of forging long term brand partnerships other potential investors will only wish to invest in us if they feel confident in our governance structures. – Finally the enactment of the new Companies Act 2014 on 1st June 2015. Irish Company law has had a major overhaul with this new and significantly improved piece of legislation. Our legal team at Lemans have performed an audit of our Memorandum & Articles and the EGM on 20th August is an opportunity to ensure all necessary changes required by the act are implemented in the governance structures of our organisation.
BOC Action… • In 2014 the BOC began discussions regarding the required restructure with the following actions implemented… – Working group appointed Nov 2014 consisting of… • Ger Rellis • Amanda Kinahan • Natasha Preston • Sarah O’Connor (independent – CEO FIS) • Ciaran Gallagher – Remit • Develop proposal for presentation to BOC & membership to restructure GI Board in line with good governance structures and the new companies act requirements
BOC Action… • The working group developed the following new Board structure which was approved by the BOC, and amended following roadshows in early 2016… – New Board to be referred to as the Board – Min 7 Max 9 members – 4 elected • Deputy Chair • Company Secretary • 2 x members representatives – Members representatives targeted at being individuals who will represent club and gymnast interests from the broad membership base – 5 appointed via Nominations panel • Chair • 2 x members • 2 x independent members where independent is defined as non-members who have not had an administrative or influential role within the organisation within the past 3 years – The following competencies must be fulfilled • Financial • Legal • PR & Communication • Commercial – One person may fulfil more than one competency – Quorum 5 – Gender balance – must be 2 male and 2 female Board members – Term duration 3 years – Max 3 consecutive terms (member may gain re-election after a break from the board of 1 term) – Targeted rotation 3 new – 3 sitting – 3 exiting (do you have any suggestions as to how to work this? I have been looking into it but would be interested in hearing…) – No more than 2 representatives from one club shall simultaneously occupy a place on the Board
Governance Working Group Proposal • Regional structure and committees – The BOC agreed that the current regional structures as referenced in the current articles are now outdated by virtue that they have over time naturally become non-functional as the organisation has developed. It is felt that the relevance of the regions now lies solely in connection to the national competition programmes and as with all other subcommittees/rule structures it is best that rules in relation to the same remain within the remit of the Board to determine.
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