|Code of Practice for Board Members
References & Definitions
East Galway & Midlands Cancer Support: EGM
EGM-MA-01 Master List of Policies and Procedures
East Galway & Midlands Cancer Support (“EGM”) is a Company Limited by Guarantee and not having Share Capital with functions and responsibilities as set out by EGM in its Articles of Association (hereafter referred to as the “Articles”)
This Code of Practice sets out the standards of conduct and probity that the Board Members of EGM are required to observe.
Key functions of the Board of EGM (“the Board”) are as follows:
- to devise, approve and review a multi-annual Strategic Plan and annual Operational Plan for all services provided by EGM;
- to review EGM’s systems of performance reporting and internal controls on an annual basis;
- to provide services for the population of County Galway, Roscommon, and all those who look for help, in accordance with that strategic plan;
- to continually seek to enhance and develop EGM’s services in line with government policy and in partnership with the Health Service Executive and other voluntary and State agencies;
- to ensure that all services provided are managed and operated in accordance with best practice and to seek and maintain appropriate accreditation and/or certification for those services;
- to ensure adequate funding for the services is provided, through securing State funding and through the implementation of a year-on-year fundraising programme for the balance of the services being provided;
- to do such other things as are incidental or conducive to carrying out the functions as set out above.
The members of the Board shall subscribe to a Code of Practice for Board Members.
Key Roles of the Board
The Chairperson and the Board Members of EGM shall:
- observe the highest standards of propriety in relation to the stewardship of public and private funds and the exercise of EGM’s functions;
- maximise value for money, through ensuring that services are delivered in the most economical, efficient and effective way, within available resources, and with independent validation of performance;
- demonstrate adherence to the Board Members’ Core Competencies;
- be accountable to the body public, users of EGM’s services, and individual citizens, for the activities of EGM, its stewardship of public funds and the extent to which key performance targets and objectives have been met;
- review its own effectiveness against stated aims and objectives on a regular basis.
The Role of the Board Members
The Board Members (including the Chairperson) shall have collective responsibility to:
- establish the strategic direction of EGM, and the resources allocated to it;
- ensure that EGM complies with all statutory and administrative requirements for the use of public funds;
- fully engage in impartial and balanced consideration of all issues.
In addition, each Board Member shall individually:
- comply with all aspects of this Code of Practice, which includes the declaration of all relevant interests;
- inform the Board, via the Chairperson, of any new appointments they accept which may impinge on, or conflict with, their duties as a Board Member of EGM;
- act in good faith and in the best interests of EGM;
- not disclose, without the consent of the Board, save in accordance with law, any information obtained by him or her while performing duties as a member of the Board;
- refer any information requests made directly to him or her, relating to the activities of EGM, to the Chairperson (or the Secretariat on his or her behalf) for appropriate processing;
- not misuse information gained in the course of their public service for personal gain or political purpose;
- treat papers marked for non-disclosure as confidential to themselves, not discuss them with others outside EGM, not leave them unattended and where others may obtain access to them, and dispose of them appropriately.
Key functions/responsibilities of the Board
A corporate strategy shall be formulated, adopted and reviewed annually.
An Annual Report shall be published. In addition, the appropriate reports and accounts shall be provided to the Revenue Commissioners and the Companies Office.
The Board shall approve financial and accounting policies and shall supervise the production and submission of Annual Accounts. In the context of the annual statement of accounts the Board shall report that EGM is a going concern along with any assumptions or qualifications which are necessary.
The Board shall seek all necessary information to ensure that the Annual Report and the Annual Accounts present a balanced and understandable assessment of EGM’s position and performance.
The annual accounts shall be audited by an independent auditor as may be approved by the Board at its Annual General meeting.
Annual Operational Plans shall be agreed.
The Board shall receive all allocations of capital and revenue grants, approve related budgets and monitor expenditure.
The Board shall select and appoint the Chairperson. The succession to the post of Chairperson and the recruitment procedure for the appointment, which shall involve public advertisement, shall be a primary concern of the Board. It shall approve the related contract of employment, including remuneration, and shall institute a process of annual performance appraisal.
The Board shall approve procedures for the making of all senior appointments to ensure objectivity and the quality of these appointments.
Contracts & Disposal of Assets
Contracts for the acquisition and disposal of major assets and for capital works shall be approved by the Board. Loans for capital works shall be approved by the Board.
Where an asset has an anticipated value of higher than €50,000 the Board shall maintain a transparent auction or tendering process for its disposal.
The Board shall approve contracts and agreements entered into with other health agencies, academic institutions and other bodies in fulfilment of its functions.
The Board shall ensure that appropriate procurement procedures are implemented and are in keeping with relevant national guidelines and EU Directives.
The Board, through its executive, shall ensure the appropriate expertise of the personnel responsible for the purchasing function and that they are properly conversant with all developments in this area.
Joint Ventures, Subsidiaries & Expansion
Where the Board agrees the establishment of joint ventures, subsidiaries, or an expansion of EGM’s current remit, the Board shall seek the prior approval from the Health Service Executive.
The Board shall report any suspicious activity, which they believe could be linked to terrorism, to the appropriate authorities, in order to protect EGM from terrorist involvement.
The Board shall ensure that a qualified management team and a robust management structure are in place.
The Board shall appoint committees of the Board (where deemed appropriate) and determine their terms of reference.
Responsibility for implementation of Board policy, strategy, management and operation of EGM shall reside with the Chairperson.
Authority, Membership and Meetings of the Board
The seal of the Board shall be authenticated by the signature of the Chairperson, or such other member duly authorised by the Board to act in that behalf.
The Board shall consist of not less than four (4) and not more than fifteen (15) members. Nomination of new Members may be made by any existing Member of the Board. Members shall be elected by a majority of those present.
Membership of the Board shall be subject to compliance with the policy on Core Competencies for Members of the Board of Directors (EGM-HR-03).
Members shall sign the Member’s Agreement (EGM-HR-04) and shall complete all necessary documents for registration as a Director with the Companies Office.
The quorum necessary for the transaction of business of the Members may be fixed by the Members and unless so fixed shall be three (3).
The Members to retire in every such year shall be those who have been longest in office but as between the persons who became Members on the same day those to retire shall (unless agreed among themselves) be determined by lot.
A retiring Member shall be eligible for re-election.
At each Annual General Meeting, the Chairperson and Secretary shall retire from office. Members shall elect a Chairperson and Secretary to hold office until the next Annual General Meeting. All Members shall be eligible for election to these posts. Election shall be by a majority of those present. The retiring Chairperson and Secretary shall be eligible for re-election. The retiring Chairperson shall remain in the Chair until the election of his/her successor or deputy has taken place.
If the Chairperson is unable to attend any meeting of the Members, a deputy Chairperson shall be elected for that meeting by a majority of those present.
It shall be the Chairperson’s duty to ensure that no individual member, or interest, has excessive influence on decision making and that all members have an equal opportunity to participate in debate and final decisions.
Board decisions shall be made by consensus or by a majority of the members present. Where a formal vote is deemed necessary, the voting procedure as laid down in paragraphs 21-30 of the Articles shall be followed. Decisions shall be recorded in the minutes.
Meetings shall be normally scheduled for every six months and shall take place not less than two times annually.
Regular agenda items shall include:
- Activity reports
- Financial reports
- Fundraising reports
- Operational reports
The Role of the Chairperson
The Chairperson of the Board shall observe the duties and responsibilities of the Board Members but shall also have responsibility for:
- representing EGM in its dealing with the Health Service Executive and Government Departments;
- giving strategic direction to EGM.
- promoting the work of EGM and representing its views to the general public;
- providing effective leadership to the Board;
- ensuring that the Board meets not less than two times yearly, chairing the meetings and ensuring that the minutes of the meeting accurately record the decisions taken and, where appropriate, the views of individual Board Members;
- ensuring that the Board, in reaching decisions, takes proper account of guidance provided by Government Departments, the Health Service Executive, and other statutory agencies;
- directing, supporting and evaluating the Chairperson.
In the absence of the Chairperson, an Acting Chairperson shall adhere to the relevant responsibilities of the Chairperson.
The Board Secretariat
The Board Secretary shall be responsible for ensuring that Board procedures are followed and that applicable rules and regulations are complied with.
All members of the Board shall have access to the Secretary for advice and services.
The Secretary shall ensure induction and training for Board Members.
The Secretary shall ensure that an objective procedure for a review of the performance of the Board and of the Chairperson is in place and is effected regularly.
Briefing for new Board Members
New Members of the Board shall undergo orientation through a planned induction programme to ensure that they understand their responsibilities and duties, and EGM’s services, including the requirement to keep information about clients confidential and to avoid undue external influence.
The Chairperson/Board Secretary shall supply new Board members with the following induction material:
- details of Board members and their specific roles and responsibilities;
- an up-to-date copy of this ‘Code of Practice for Board Members’, including the Code of Business Conduct and Code of Corporate Ethics adopted by the Board;
- a copy of the Core Competencies for Board Members (EGM-HR-03);
- a copy of EGM’s current Strategic Plan;
- a copy of EGM’s most recent Annual Report;
- a copy of the Articles of Association and Certificate of Incorporation of EGM;
- the Board Members’ Agreement (EGM-HR-04) for signing;
- other relevant current or updated documentation approved by the Board.
All new Board members shall formally acknowledge in writing that they understand, and shall comply with, their responsibilities as Board members. This shall be in keeping with the document “Core Competencies for Board Members” (EGM-HR-03).
Disclosure of Interests
To avoid conflicts of interest and the possibility of unjust enrichments members of the Board shall declare/disclose personal or ‘connected’ interests which might conflict with those of EGM.
The Chairperson shall ensure that the Board is supplied with accurate and timely information which enables it and the Chairperson to fulfil their responsibilities under the Articles and under this Code of Practice.
Report & Evaluation
Members of the Board shall review the achievements of EGM and the effectiveness of their individual and collective performance on an annual basis against set objectives for performance improvement.
Evaluation mechanisms of the key strategic objectives and targets of EGM shall be utilised. These mechanisms shall be determined by the Board. This shall include:
- financial performance;
- staff performance;
- quality, efficiency and effectiveness of EGM’s operations;
- patient /client service;
- strategic objectives and milestones.
The Board shall set and evaluate performance criteria for the Chairperson annually.
The Board shall establish Committees for specified purposes which may include appointees who are not members of the Board.
The terms of reference of committees shall be determined by the Board. They shall act, and furnish reports, as directed by the Board.
All committees established by the Board shall be evaluated and reviewed by the Board on an annual basis.
The Board shall be committed to a strategy which minimises risks to all of its stakeholders through a comprehensive system of internal controls, whilst maximising potential for flexibility, innovation and best practice in the delivery of its strategic objectives. The Board shall recognise and acknowledge its responsibility for EGM’s system of internal financial and operational controls.
An effective programme of internal controls, incorporated into the overall quality system, shall inform the Board in relation to significant risks for which they are responsible. Internal controls shall also assist in the development and review of EGM’s services.
The internal controls shall include defined performance indicators, written policies and procedures, clearly defined lines of accountability, and the delegation of authority. It shall make provision for comprehensive reporting and analysis of the performance indicators on a quarterly basis, against approved standards and budgets, as well as compliance with legal / governmental requirements. The responsibility for the adequacy, extent and operation of these systems shall be delegated to the Chairperson.
- Specific controls shall be developed in relation to the following areas:
- Financial performance (including internal audit)
- Patient services provision
- Research & development
- Human resources
- Buildings, equipment and contractor control
- Environmental management
- Health and safety management
- Information management and technology
- Insurance & legal
EGM shall carry out internal operational audits on an annual basis. The findings of these audits shall be presented to the Board and incorporated into the strategic development plan.
Remuneration / Directors Fees
The Directors (including the Chairperson) shall not be entitled to remuneration but may be paid all travelling, hotel and other expenses properly incurred by them in connection with the business of EGM.
Quality of Service
EGM’s Mission Statement shall emphasise the primacy of patients and the provision of quality service to its patients in all its endeavours.
To achieve the foregoing objectives, the Board shall:
- be fully committed to a comprehensive and continuously reviewed quality improvement programme;
- have a performance indicator programme in place designed to support inter alia the promotion of effective and efficient accreditation processes;
- a formal reporting structure shall be in place so that the Board receives, through the Chairperson and other nominated officers, regular updates on accreditation and other quality programmes.
- EGM shall uphold the values of equality and diversity in all of its activities.
- EGM shall provide clean, accessible patient and public areas which, where appropriate, comply with occupational and safety standards and as part of this, facilitate access for people with disabilities and others with special needs.
- The staff of EGM shall deliver quality services with courtesy and sensitivity and with minimum delay to foster a climate of mutual respect between EGM’s patients, their families/carers and the staff.
Code Of Corporate Ethics
EGM shall uphold the following values:
- the inherent dignity of each and every human being
- the practice of justice, fairness, honesty and integrity
- the proper stewardship of resources
- the striving for excellence
All EGM Board Members shall adhere to this Code.
These values shall be guided by the following principles:
- All individuals of whatever culture, class or belief shall be treated with respect including and especially those who are intellectually or physically impaired or disabled, incompetent or deceased;
- The principle of justice shall be observed in the avoidance of all discriminatory practices and the provision of equal opportunity;
- Organisational activity, including administration, shall be conducted in a fair, open and collaborative manner;
- Responsibility and accountability shall be exercised in all decisions and actions at every level to ensure that the best use of resources is achieved;
- EGM shall acknowledge that it shares both a natural and a cultural environment with a wider community and shall affirm its commitment to respect and nurture those environments;
- The pursuit of excellence shall be encouraged in every field of activity with the aim of improving standards of service to clients and the population of County Galway in general.
National Governance Codes
EGM shall implement policies in line with The Governance Code (A Code of Practice for Good Governance of Community, Voluntary and Charitable Organisations in Ireland), issued on 20th February 2012.
EGM shall implement policies in line with the Statement of Guiding Principles for Fundraising (Irish Charities Tax Research Limited, February 2008).
EGM shall adhere to all requirements of the Charities Regulator.
Code Of Business Conduct
EGM shall ensure that the highest possible standards of integrity are maintained. This document sets out guidelines to be followed by Board Members in this regard. The guidelines reflect obligations falling on Board Members in their disposition towards public duties.
All Board members shall adhere to this Code.
Chairperson / Board Secretary shall ensure dissemination to Board Members.
Conflict of Interest
EGM recognises that, by nature, Board Membership and employment in a public sector setting embraces potential for conflict of interest. The principal circumstances giving rise to such possibilities in EGM’s case are as follows:
Instances where a Board Member holds an interest directly or indirectly in groupings or enterprises which deal commercially and / or contractually with EGM.
Instances where a Board Member can influence procurements and awarding of contracts for which groupings or enterprises with which he / she is associated directly or indirectly are competing.
In the former case, Board Members and the Chairperson shall declare such an interest to the Chairperson of the Board and shall step aside from the related procurement / contract review, selection and awarding process.
Attraction of Benefits
EGM recognises that certain Board Members may attract benefits in respect of associations and activities arising purely and solely by virtue of their position in the organisation. In such cases, Board Members and the Chairperson shall disclose such positions to the Chairperson of the Board.
EGM recognises that having regard to the nature of their duties and responsibilities, some Board Members may be exposed to the possibility of inviting and / or attracting offers of personal enrichments. Such enrichments, when established to be materially significant and / or calculated to engender or reward bias, are regarded by EGM as unjust and are prohibited.
Having regard to the nature of their position, all Board Members are privy to information and material which is confidential to the organisation and its patients. All Board Members shall maintain confidentiality in such matters.
All Board Members shall operate within these guidelines which are designed to ensure the maintenance of acceptable standards of integrity of EGM.
Former Board Members shall maintain confidentiality in regard to the business of the Board.
Disclosure of Interests / Avoidance of Conflict of Interest
To avoid conflicts of interest and the possibility of unjust enrichments each Board member shall furnish to the Secretary of the Board details of his or her employment and all other business interests including share holdings which could involve a conflict of interest or could materially influence his or her functions as a member of the Board. Interests of family and other connected persons or bodies shall also be declared.
When a matter arises which might involve a conflict of interest the Board Member shall inform the Board Secretary
Shareholdings valued at less than €15,000 need not be disclosed.
Where doubt arises about the need for disclosure the member shall consult the Chairperson.
The Secretary shall maintain a confidential register of Board members interests which shall be updated annually. Only the Chairperson, Chairperson and Secretary shall have access to the register.
When a matter arises which may relate to interests of the Chairperson, the Vice Chairperson shall take the Chair at the relevant Board meeting.
Documents relating to dealings with interests of a member of the Board shall not be made available to the member concerned. Where such documents are received they shall be returned. A member shall absent himself/herself from discussions relating to such dealings.
Where a question arises as to whether or not a case relates to a member’s interests the Chairperson shall adjudicate.
The Chairperson shall be required to complete a register of interests in line with the above.
When a matter arises which might involve a conflict of interest the Chairperson shall be required to inform the Chairperson.
Board Members shall facilitate access to general information relating to EGM in a way that enhances accountability to the general public.
Confidentiality shall be maintained concerning information of the commercial interests of EGM and especially on patient data. There shall be prior consultation with third parties when it is proposed to release sensitive information in the public interest.
There shall be compliance with statutory provisions relating to information.
Board Members shall be committed to the Code of Practice adopted by the Board, including the accompanying Code of Ethics, and all statutory obligations.
An obligation of loyalty to EGM shall be recognised together with a commitment to the highest standards of business ethics.
Board Members shall use their best endeavours to attend all Board meetings.
The Board shall put in place procedures relating to the acceptance of positions / consultancies post-employment or resignation to avoid conflicts of interest or breaches of confidentiality.
This code of conduct including the policy on disclosure of interests shall be circulated to all Board Members and receipt shall be acknowledged.
This code shall be reviewed at two-year intervals.