Board Governance & Support
Strategic Planning
The organization’s strategic plan is a key accountability and communication tool, as it sets the overall goals for the organization and an action plan to achieve them. It is a collaborative effort between management and the Board and is best accomplished via a facilitator that can invoke dialogue and analysis through thought provoking questions and different ways of accomplishing things. It is also important that this plan be developed with realistic timelines and sound budget projections with sufficient resources for it to be successful.
Through our Board support process, FINCOR can help organizations navigate this crucial process and ensure a document that will communicate to the public, ministry, staff, and the CEO who will be accountable for its execution.
CEO Performance Assessment
The annual performance agreement between the Board and the Chief Executive Officer is a crucial governance tool. When properly prepared, it allows the Board to operate at the governance level while maintaining assurance that the goals, behaviours and policies of the organization are being effectively executed by the CEO. Under the Public Authorities Act, the Board can only dismiss the CEO or Managing Director for inadequate performance after evaluating two or more consecutive performance agreements.
The performance agreement and assessment processes are therefore crucial to encourage expected behaviours and deter those the Board finds undesirable. FINCOR can help the Board draft performance agreements for its CEO and assist with the annual evaluation process by tracking agreed deliverables and reporting to the Board to enable objective assessments.
Procurement oversight
There are no prescribed roles for the Board of Directors in the procurement process. Notwithstanding, the Board retains ultimate accountability for the decisions of the organization and has a duty to be informed. The Board’s implicit role is to ensure the procurement is carried out according to policies and procedures in a fair manner that delivers value for money to the organization. Many procurement processes have what is termed a “standstill period”. This is the period between the time a preferred bidder is identified and the time a contract is signed, it allows for questions to be asked and processes to be reviewed to ensure the decision was arrived in a fair manner.
The Board does not question the decision, but it can question the process that was used to arrive at that decision and ensure relevant factors were considered, risks were appropriately mitigated, the organization is not committing itself beyond its fiscal limits, and there are no improprieties. FINCOR can provide expertise and insight at all stages of the procurement process, keep the Board apprised of progress and highlight any irregularities should those be detected.
Business Case analysis and support
The business case provides a justification for undertaking a project or programme and supports the decision making for investments. Business cases are statutorily required for projects with a value exceeding $100,000. The business case sets out the reason why change is necessary, looks at the objectives sought and the associated critical success factors, evaluates various options that could deliver those objectives, identifies a preferred option, and sets out a procurement strategy. Importantly, the document also considers the organization’s financial position, risks, constraints, and dependencies along with the resources that will be required by the project or programme and how those will impact the organization’s finances.
Finally, it evaluates the organization’s capacity to implement the project, looks at the personnel impact, communication management, and governance arrangement. The Board can play a crucial role in this process by reviewing business cases, checking optimism biases, evaluating the risk management strategy, and considering where this fits within the organization’s strategic plan and priorities. An analysis of the business case will also inform the Board of what “done” means in relation to the project and serve as an accountability and evaluation tool to evaluate how well the project met the specified objectives and its execution within the resources of time and money.
FINCOR provides expert consulting services in the development of business cases and can provide support to the Board of Directors in analyzing those documents, meeting with drafters, devising questions and monitoring execution.
Attend Board and Committee Meetings in a minute-taking and Advisory capacity
There is an increasing call for greater transparency in the operations of Boards as an accountability mechanism to the public on whose behalf the Board of Directors govern the organization. Appropriately capturing the key discussions and decisions at a Board meeting is an important pre-cursor to the improvement of this transparency through the publication of Board Minutes. The Board’s legacy will often be reposed in the series of records that are retained showing the decisions and discussions of the Board when the members held office. Having an experienced individual in the room that understand the key points to be captured, where motions are required, where a directive should be prepared and guiding the Board accordingly can be of significant benefit to Board members.
At FINCOR we have over 15 years experience in the Boardroom of several organizations in various capacities. This experience creates a well-rounded understanding on how Boards function, the records to be kept and the way decisions are to be recorded. We also know many Boards waste 20 minutes of the meeting correcting minutes that have been poorly drafted or failed to capture key points. FINCOR can help with this by ensuring the Board operates efficiently, and the records are captured and held at the appropriate level.
Co-ordinate, produce and dispatch meeting agendas and board packs
With a properly functioning Board, the Chair meets with the CEO, discusses the agenda for the upcoming meeting, produce a draft agenda, circulates to members for input, approves the final agenda which is then sent back to the CEO to prepare papers, agendas, and reports. The timely production and circulation of these documents allows the board to function effectively and efficiently by focusing on important topics, having robust discourse and a healthy level of analysis.
By outsourcing Board support to FINCOR, we can coordinate and facilitate the scheduling of these key processes and ensure the Board is provided with the materials necessary in a timely manner to have effective and efficient Board meetings.
Set up and maintain the Board calendar, including reporting deadlines and meetings schedule
The Board has statutory responsibilities to ensure audited financials are provided to the Ministry within specified deadlines, members file declarations of interest, and the Authority complies with prescribed deadlines for budget submission, half-year reports and other requirements as stipulated by the Cabinet and or the relevant Minister from time to time.
The Board will also want to ensure members are aware of meetings with sufficient notice to plan their calendars, or avoid periods of travel ahead of key decisions. FINCOR can help by collaboratively creating and managing the Board calendar to ensure the Board and its members comply with their respective responsibilities.
Hold statutory records
The luxury of a private office for the Board is not always available, many Authorities ask the CEO to hold the Board documents, but those documents may contain material and information that is critical of the CEO. There is also no guarantee that records will not go missing over time or fail to be transmitted from one Board to the next. FINCOR can provide secure storage for Board Records with restricted access to personnel approved by the Board.
Guide the annual board evaluation process
The Board has a statutory responsibility to periodically assess its own performance. FINCOR can help by creating board evaluation templates, distributing for self-assessments, and facilitating overall Board self-evaluation processes.
Advise on CIG corporate governance and industry best practice
The Board does not manage the organization, the Board ensures the organization is well managed. This is part science and part art, there is a fine line between effective governance and board overreach. A healthy relationship based on mutual respect and trust is possible; however, that relationship must be carefully managed with the Board using the tools legally at its disposal to discharge its functions … without inappropriately crossing into operational matters which are under the purview of the CEO.
Years of experience in the Board room allows FINCOR a well rounded experience that benefit Boards in following best practices, overcoming hurdles and understanding the options legally available to achieve desired outcomes and policy objectives.
Click here to read our latest blog post on this topicAct as a central point of contact for the Board, other service providers and the central government
Board members often have busy private lives and spend only a few hours per month within the organization. Notwithstanding, employees, the ministry, oversight agencies and or external stakeholders may need to contact the Board office to make inquiries, schedule meetings, or convey messages.
FINCOR can act as that central point of contact and convey messages to the Chair or members based on times and mediums that have been predetermined. This allows the Board to remain accessible without members having to be bombarded during their days with various calls and emails.
Manage the Annual report preparation and half year report
FINCOR supports numerous government agencies in the preparation of their annual reports. This includes drafting the message from the Chairperson, summarizing the work of subcommittees during the year, comparing actual performance to goals and objectives, and drafting forward looking statements. We can therefore support Boards with reviewing and providing input for the annual reports produced by management and drafting appropriate contributions from the perspective of the Board.
Create a code of conduct and Board communication policy
Setting and managing expectations is key to any relationship and crucial to successful governance. Tensions, role confusion and frustrations can build when the Board communicates haphazardly, members break protocol, decisions are made informally and via mediums such as WhatsApp. FINCOR can help the Board draft or review its code of conduct manual and a Board communication policy document. This will set expectations for acceptable behaviours and protocols and can be used as an accountability tool to bring members back onside if divergence occurs.
Provide Board orientation and training for new members
We have witnessed many instances where individuals without prior governance or public sector experience have been appointed to Boards to govern multimillion dollar organization and the highly qualified people they employ. This can sometimes throw the organization into chaos as the Board member may seek to engage in matters which are inappropriate, fail to practice appropriate decorum, or downright act illegally through ignorance.
They say the road to hell is paved with good intentions. Quite often, the failures of Boards are not due to malintent, it is a failure to undertake proper training, fully understand the functions of a Board member and the separation between the Executive and Non-Executive Directors. FINCOR can help by providing knowledge transfer, Board training and orientation and ongoing support to help new members to develop and mature while avoiding the pitfalls that can lead to waste, inefficiencies, and scandals.
Give us a call or schedule a consultation here.
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