Scouting Ireland Corporate Governance Our Board and Management

Scouting Ireland Corporate Governance Our Board and Management Structures 13 April 2019

Objective - Provide an insight into corporate governance in Ireland today and the governance structures for SI. We will cover: • Changing Governance Landscape • Community and Voluntary Governance Code • Rational for the New Structures • Governance Structures • Strategy and Governance • Transitional Changes – Key Priorities

Governance landscape has changed dramatically over the last 10 years in Ireland. A number of new codes have been introduced: • Code for Credit & Insurance Undertakings 2010 - Mandatory • Governance Code for Community, Voluntary and Charitable Organisations 2016 - Voluntary • Code of Practice for Governance of State Bodies 2016 - Mandatory • Charities Governance Code 2018 - Mandatory after 2021 So there is significant educational challenge required to upskill thousands of existing and new board members.

Future funding will be dependent on fit for purpose governance • Future governance structures will need to be supported by the appropriate culture and behaviours that can be evidenced • Mandatory inspections will be carried out by the Charities Regulator from 2021 • Imperative that SI has a Board of Directors with the appropriate ethos, values, culture, associated behaviours and competencies and that it functions effectively.

Compliance with the Code is fundamental to securing future State funding • SI is a Type C organisation under The Code. • Main Type C characteristics - Board focuses solely on their governance & oversight role, delegating management and operational duties to the CEO and staff • Clear division between the governance role of the Board and the management role of staff.

Key principles of the Community and Voluntary Governance Code Principles Leading the organisation Exercising control over the organisation What does this mean? Clarity on the future strategy of SI Policies, procedures and reporting to ensure legal and regulatory compliance Transparency and accountability Accountability is clear at all levels Working effectively Collective responsibility of the Board confidentiality is sacrosanct Clarity on division of responsibilities between the Board and CEO Behaving with integrity Chair leads the Board in developing an ethical culture in line with SI values Code of conduct for Board Members Ensure Safeguarding in place and uphold SI reputation

Our new governance structures will ensure that SI meets the requirements of The Code by 2020 These fundamental requirements are: Clear division between the governance and oversight role of the Board and that of the management role of the CEO and staff Written statement of the division of responsibilities between the Board & CEO including the CEO’s delegated authorities Establishment of Board Committees to focus on matters that require more depth and to free up Board time to focus on the more strategic matters Clarity of roles / responsibilities & clear accountability all levels in the organisation Main issues requiring work to enable us to be Code compliant are; • Leading the organisation • Working Effectively • Behaving with integrity

Board and Committee level structures – The Board will initially have 6 Committees

Board and Committee level structures – The Board will initially have 6 Committees - (Volunteer led)

CEO – Department Functions

Transition Committee will have an initial term of 2 years, which can be extended by up to a further year if required.

Board and Committee level structures • Board – maximum of 10 directors elected by postal ballot • Three Board members can be co-opted on the recommendation of the Nomination and Remuneration Committee • Co-opted Board members will be recruited to fill the skills and competencies that do not currently exist, risk, finance, legal, etc. • Board committees will be Chaired by a member of the Board and resourced by a number of Board members • External members may be co-opted onto these committees if these specific skills are not on the Board. • External Members will not be members of the Board • Each Committee will have detailed terms of reference which will set out its duties. • Members of the Executive would also attend these Board Committee

Departments and Functions Department as proposed Oct 18 Youth Programme Group Support & Development Function now contained within Programme Services Volunteer Resource Support & Group Management Finance & Compliance Volunteer Support Administration & Relations Finance & Compliance Volunteer Resource Support & Group Management Finance & Compliance (Audit & Risk, Compliance) Corporate Services (Company Secretary) Corporate Services (moving to Commercial Services) Safeguarding Volunteer Resource Support & Group Management (Volunteer Adult Resources + Training) Corporate Services (Employee HR) Information and Communication Management Transition Facilities Safeguarding Human Resources Communication Transition

Management level Structures

Management level Structures

Management level Structures A Matters Reserved for the Board document will lay out the decisions that the Board can only take and those that will be delegated to the CEO is responsible for the implementation of the strategy and holds the Managers accountable to work programmes and KPI

Core Teams will support the work of all Departments with the exception of Safeguarding Core Team Role Provide advice and support to the Department Manager on the following: Policy development Strategic planning Annual Business and budgets Annual work programme that supports the delivery of the various plans • Resolving significant key issues • •

Core Teams will support the work of all Departments with the exception of Safeguarding Core Team Composition • Volunteer Chair and other Team Leaders (volunteers / staff members) with the appropriate skills and experience to add value to the Department Manager. • Department manager and relevant staff

Core Teams will support the work of all Departments with the exception of Safeguarding Core Team will be assisted in its role by: • SI Support Staff • Project teams composed of Volunteers (Adults & Youth leaders) and staff

Core Teams – Roles & Responsibilities Volunteer Chair Role • Chair monthly meetings or more frequently if required • Agree work programme for the year and associated agendas with the Department manager • Provide advice and support as appropriate • Provide expert input on matters that are relevant to the particular function • Ensure that formal minutes and action points are kept and followed up

Core Teams – Roles & Responsibilities Department Manager Role • Employed by SI • Reports to the CEO - part of the Management Team • Accountable for delivering on the agreed objectives of the Department • Attends monthly meeting (or more frequently if required) with the Core Team • Liaises closely with the Volunteer Chair / other volunteers who are part of the Core Team • Manages and supervises direct reports • Liaises with other functions as appropriate

Core Teams – Roles & Responsibilities Selection Process for selecting the Volunteer Chairs • Nominations and Remuneration Committee will make recommendations to the Board after a formal recruiting process • Formal letters of appointment will be issued to the Voluntary Chairs etc outlining roles, responsibilities, term etc

The Office of the Chief Scout The duties, role and powers of the Chief Scout shall be to: • represent the Company at ceremonial and other public events when requested to do so whether generally or specifically by the Directors; • chair meetings of the Members of the Company in general meeting; and • chair the Motions Committee established under Article 66. Note: Copied from the Company Constitution • • Chair of National Youth Assembly National Youth Champion

County Commissioners and Provincial Commissioner • County Support • Group Support • Provincial Management Support team • Provincial Conferences

Provincial and Company Conferences • • Workshops Debates Peer Learning Networking Discussing policy needs Strategy progress updates Input to guidelines (as appropriate) Youth Presentations

Typical Strategy Process

Key role of the Board is to oversee and monitor SI Strategy • Strategic Plan sets out the future ambition, direction and priorities of the organisation • Implementation Plan sets out the work to be carried out by CEO, managers, staff and volunteers to deliver on the plan • Current SI Strategic Plan runs to end of 2019, so new one required for 2020 – 2022 • Stakeholder consultation is a critical part of the strategy process as it gathers inputs/ ideas from everybody associated with SI • Strategic Plan, Implementation Plan & Annual Business Plan are key management tools that the Board can hold itself and the Executive to account for • However, priorities can change with the passage of time, but SI governance processes will facilitate these.

Transitional Changes - Key priorities • Identifying Board members who have the skills and expertise to chair each of the committees • Identifying, recruiting and co-opting up to three new non-executive directors with the skills and experience to fill competency gaps on the Board • Identifying and co-opting external members with the skills and experience to fill any competency gaps existing on the committees. • Recruiting Volunteer Chairs and other volunteers with the skills, experience and time to assist as part of the Core Team for each Department • Ensuring SI can close the gaps that currently exist to meet its obligations to be compliant with the Community and Voluntary Governance Code Compliance. • Manpower Plan