Board Handbook Role and Responsibilities If you are a company director, or if you are about to become a company director, its important to know your responsibilities. Company directors’ responsibilities are wide and diverse. Their duties arise primarily from two sources: statute (i.e. Acts of the Oireachtas and other legislation e.g. EU Regulations); and common law. The Office of Director of Corporate Enforcement (ODCE) explains Directors statutory duties as follows: Duty to maintain proper books of account Duty to prepare annual accounts Duty to have an annual audit performed Duty to maintain certain registers and other documents Duty to file certain documents with the registrar of companies Duty of disclosure of certain personal information; Duty to convene general meetings of the company Duties regarding transactions with the company Directors’ common law duties can be summarised into three principles: Directors must exercise their powers in good faith and in the interests of the company as a whole. Directors are not allowed to make an undisclosed profit from their position as directors and must account for any profit which they secretly derive from their position as a director. Directors are obliged to carry out their functions with due care, skill and diligence. The principal function of the Board of Management however is to create a strategy for the day-to-day running of An Taisce and to take full responsibility for the implementation of that strategy The Board shall ensure the effective running of all Committees. All Committees shall report to the Board of Management. The Board of Management shall consider reports and/or minutes from all active Committees and Local Association Committees and make proposals to the Council to improve An Taisce’s efficiency. It shall submit a detailed report to each meeting of the Council. Elements of this report may be discussed under Any Other Business at the end of meetings of the Council. The Board of Management must solicit attendance of members of any Policy Committee when an issue relevant to that Committee is being addressed. The Chairperson of any Policy Committee may attend any meeting of the Board of Management, without the right to vote, to discuss any relevant matter. Composition of the Board See the Articles of Association for how the Board is formed. See the Our People section for a list of current Board members. Code of Conduct for Directors Organisational values As a board member of An Taisce I promise to abide by the fundamental values that underpin all the activity of this organisation by: Presenting a professional image to visitors, clients and service users Creating open, honest and supportive working relations Promoting collective working to support and promote the work of An Taisce Respecting office procedures and policies Supporting and promoting principles of equality and diversity Respecting confidentiality of information and procedures Giving volunteers the same respect and support as staff members Additionally, I agree to the following points: Law, mission, policies I will not break the law or go against charity regulations in any aspect of my role as a member of the Board. I will support the objects of An Taisce as listed in its Memorandum and consider myself its guardian. I will abide by An Taisce policies. Conflicts of interest I will always strive to act in the best interests of the organisation. I will declare any conflict of interest, or any circumstance that might be viewed by others as a conflict of interest, as soon as it arises. I will submit to the judgment of the Board and do as it requires regarding potential conflicts of interest. Person to person I will not break the law, go against charity regulations or act in disregard of An Taisce policies in my relationships with fellow directors, staff, volunteers, members, service recipients, contractors or anyone I come into contact with in my role as a member of the board. I will strive to establish respectful, collegial and courteous relationships with all I come into contact with in my role as a director. Protecting the organisation’s reputation I will not speak as a director of this organisation to the media or in a public forum without the prior knowledge and approval of the Chair or Board. When I am speaking as a Director of this organisation, my comments will reflect current organisational policy even when these do not agree with my personal views. When speaking as a private citizen I will strive to uphold the reputation of the organisation and those who work in it. I will respect organisational, board and individual confidentiality. I will take an active interest in the organisation’s public image, noting news articles, books, television programmes and the like about the organisation, about similar organisations or about important issues for the organisation. Personal gain I will not personally gain materially or financially from my role as a director, nor will I permit others to do so as a result of my actions or negligence. I will document expenses and seek reimbursement according to procedure. I will not accept substantial gifts or hospitality without prior consent of the Chair or Board. I will use organisational resources responsibly, when authorised, in accordance with procedure. In the boardroom I will strive to embody the principles of leadership in all my actions and live up to the trust placed in me by the Council of An Taisce I will abide by board governance procedures and practices. I will strive to attend all board meetings, giving apologies ahead of time to the Chair or Secretary if unable to attend. I will honour the authority of the Chair and respect his or her role as meeting leader. I will engage in debate and voting in meetings according to procedure, maintaining a respectful attitude toward the opinions of others while making my voice heard. I will accept a majority board vote on an issue as decisive and final. I will maintain confidentiality about what goes on in the boardroom unless authorised by the Chair or board to speak of it. Enhancing governance I will participate in induction, training and development activities for directors. I will continually seek ways to improve board governance practice. I will strive to identify good candidates for membership of the board and appoint new board members on the basis of merit. I will support the Administration Officer in his/her executive role. Leaving the board I understand that substantial breach of any part of this code may result in my removal from the board of An Taisce. Should I resign from the board I will inform the Chair in advance in writing, stating my reasons for resigning. Board Meetings Attendance Policy This policy is intended to support the full contribution of all board members. This policy will not apply to long term sickness or unavoidable absences caused by attendance at other meetings on behalf of An Taisce A Board-attendance problem occurs if any of the following conditions exist in regard to a Board member’s attendance to Board meetings: * The member has two un-notified absences in a row (“un-notified” means the member did not call ahead to a reasonable contact in the organization before the upcoming meeting to indicate they would be absent from the upcoming meeting). * The member has three notified absences in a row. * The member misses one third of the total number of board meetings in a twelve-month period. If a board-attendance problem exists regarding a member, the Chair of the board will promptly contact the member to discuss the problem. The member’s response will promptly be shared by the chair of the board with the entire board at the next board meeting. In that meeting, the Board will decide what actions to take regarding the Board member’s future membership on the board. If the Board decides to terminate the Board member’s membership, termination will be conducted per this policy. The Board will promptly initiate a process to begin recruiting a new Board member. Guidelines for Recruiting, Orienting and Informing New Members Prospective Board members will meet with the Chair and other Board members, hear an overview of the organization and receive relevant organizational materials describing the organization’s aims, receive a Board member job description and a Board member application form. The Board will provide the names of several Board members whom the prospective new member might contact with any questions and identify if there are any potential conflicts of interest with the candidate, e.g, is he or she on the Board of a competing organization, a vendor of the organization, etc. The Chair will invite the prospective new member to a Board meeting and notify current Board members that a potential new member will be attending. After the meeting , the Chair will call the prospective new member to hear if they would like to apply to join the Board or not. If so, they should submit a letter of application with a brief CV and an outline of their skills and experience to the board for their review and election. New members (those who have been elected) will be notified and invited to subsequent Board meetings. Approved by the Board on 24th November 2015.