What is good governance?

Governance is the way your organization makes decisions. Good governance is the way your organization makes good decisions – the decisions that make your organization successful.

Perhaps you or your board members have been asking some of the following, or similar, questions. If you need assistance with getting to the place where you have good governance at your organization, please contact me. We can meet to determine if I can help you.

Our non-profit board is having problems, can you facilitate a board renewal?

Absolutely. I would be happy to observe a board meeting, then meet with each board member individually, then all of you together. I will learn what the board members believe are the problems, then work with the board to help them identify what needs to be done. By working together, there will be a higher likelihood of real renewal.

Can you help our board be more effective?

Probably. I can observe your board’s interaction with management and on its own; interview your directors, officers and key stakeholders; review your vision, mission and strategic plan; and provide written and/or oral feedback on changes that should improve your board’s effectiveness. Sometimes an observer can see the solutions that are hard to identify when you’re in the middle.

How can we evaluate director performance?

There are many ways to evaluate director performance. The most common include:

(a)  self-evaluations by the directors themselves, usually through a written survey;

(b)  evaluations by the board chair, or the chair of the governance committee – either in writing or through a one-on-one interview;

(c)  peer evaluations by fellow board members and the executive officers through written surveys; and

(d)  external evaluations by an independent governance consultant, after observing board interactions, spoking with the board chair and/or reviewing written feedback from board members and management.

I would be happy to assist you. From compiling the internal feedback to conducting the evaluations externally, I can help.

Are our bylaws working for us?

Are you able to hold effective meetings of your executive officers and your board? Do you usually have quorum? Can your board members attend meetings electronically? Do you know how you must notify directors of board meetings? Do you know how to address filling an empty board seat between annual meetings?

Does the executive team have enough authority to get day-to-day tasks done, but enough oversight so there are high-level controls on their authority? Do you know what happens if the CEO is gone or if the Chair can’t attend a board meeting? Do you know how to replace an executive member and whose approval is needed?

If you have shareholders or members, do you know how to notify them of meetings and what is to be done at the meetings? If you have shares, do you know the rules around share transfers?

These are the issues your bylaws should address. If you have good bylaws then you should be able to answer yes to all of these questions and the process you have should be working for your organization. If not, it’s time to review your bylaws. I would be happy to talk to you about how I can help.

What types of policies should we have?

The types of policies you should have depends on what your organization does, its size and the level of regulatory compliance in your industry. The fundamental purpose of policies and procedures is to control risks. They provide the rules that govern how your employees interact and get things done in a manner that creates the best result for your organization.

Common policies address: computer use and emails; privacy of personal information; data management; harassment and discrimination in the workplace; conflicts of interest; whistle blowing; document retention; delegation of financial authority; timely financial reporting; procurement; contracting; travel and reimbursement of personal expenditures; fraud and theft reduction. Then there are the policies that address the specific compliance requirements of your industry.

If you need help writing your policies and procedures, or if you just want someone to vet them, please give me a call.

How do we develop effective procedures?

Effective procedures are best developed by people who know a lot about the process – what needs to be done and what needs to be stopped. That usually means people who are internal to your organization. But sometimes those procedures still require some editing so the people who need to follow them will read and understand them. Sometimes they just need to be shorter and clearer. Call me if you need an editor.

Other Governance Resources:

Corporate governance resources – CPA Canada
“Discover a wealth of education, information and resources related to corporate governance. Apply filters to easily narrow results for specialty publications, professional development, CPA Magazine articles, courses, webinars, blogs and more.”

Governance resources for not-for-profit (NFP) organizations – CPA Canada
“Discover a wealth of education, information and resources related to not-for-profit governance. Apply filters to easily narrow results for specialty publications, professional development, CPA Magazine articles, courses, webinars, blogs and more.”

Governance Professionals of Canada
GPC‘s mandate is to be the voice of governance professionals in Canada. Its members deal with all matters affecting corporate governance, from board and committee processes, management and structure, disclosure, stakeholder engagement, legal and corporate compliance, as well as issues crucial to boards, their accountability and oversight.

Governance Research – Canadian Coalition for Good Governance (CCGG)
“CCGG will from time to time publish studies in furtherance of our mission or highlight the publication of external studies that demonstrate the value of good corporate governance.”

Good Governance Checklist for Charitable Organizations – Capacity Canada
A PDF checklist for Communication, Roles & Responsibilities, Monitoring, Committee Work and Accountability, allowing one to review an organization for good governance.

Minute Taking – Capacity Canada
“Making Minutes Matter: While the most appropriate style for minute taking (i.e., “detailed” v. “minimalist”) is often debated, from a legal perspective, there is no debate on the importance of boards adopting an effective minute‐ taking process.”

Directors’ and Officers’ Indemnification and Insurance: 20 Questions for Directors – CPA Canada
“Serving as a director of a publicly listed corporation exposes an individual to a myriad of potential liabilities imposed by federal and provincial legislation and common law. Make sure you and your fellow board members and officers are protected.”

20 questions directors should ask about board recruitment, development and assessment – CPA Canada
“Not-for-profit (NFP) boards are made up of volunteers who are often not paid. But NFP governance takes time, commitment, creativity and experience. What is the best way to attract and develop a high-performing not-for-profit board of directors?”

Notice: The information provided on this website is general in nature. It does not constitute legal advice to you and no solicitor client relationship will be established. The information pertains to the law and process in Saskatchewan, Canada and may not be applicable in your jurisdiction. You should seek legal advice regarding your circumstances from a lawyer in your jurisdiction.