BOARD OVERSIGHT COMMITTEE ASSESSING THE BOARD Úna Mc Devitt, B.Comm, FCA, MScOB TWO KEY AREAS 1. Know your duties under the legislation 2. Translate this into practice. 1.THE LEGISLATION Part IVA Credit Union Act 1997 (as amended) 76m – Functions of BOC Assess whether the BOD has operated in accordance with Part IV, this Part and any Regulations made for the purposes of Part IV or this part. Any other matter prescribed by the Bank in respect of which they are to have regard to in relation to the BOD WHAT DOES THIS MEAN? BOC should focus on the performance of the board and its governance role Is the BOD fulfilling its governance duties? PART IV – BOD DUTIES General duty S.53(a) ‘responsible for the general control, direction and management of the credit union’ Specific Duties: S55(1) - 19 areas outlined S55(2) – no single person, all material decisions S55(3) – risk management process S55(4) – bod review own performance S55(5) – review documented in writing S55(6) – register of non-assignable matters S55(7) – delegated matters are still bod responsibility S55(8) – review of IAF 2. WHAT DOES THIS MEAN IN PRACTICE FOR THE BOC? 1. Know the legislation 2. Meet at least once a month (S.76O(a)) 3.Draw up detailed checklists of all the areas that have to be assessed 4. Assign duties to the members of the BOC 5. Record observations and finding 6. Report to the Board at least 4 times in every year (S.76O) (written report within 2 weeks S76O(2) 7. Keep minutes of all meetings under 2 and 6 WORKPLAN The BOC needs to draw up a work-plan that ensures all areas of the BOD duties are assessed. The work-plan should include: 1. Details of what work has to be done 2. By whom 3. By when 4. Any help available to carry out the work WORKPLAN ELEMENTS • • • Checklists are very useful - can take the format of ‘tick box’ columns. ( For example: ‘yes’, ‘no’, ‘don’t know’, ‘action required’ etc) or you could use an evaluation tool that rates performance from 1 = excellent to 5 = poor The BOC can determine what questions to ask in the checklist (using information from the legislation) but can also include items from ‘best practice’ and current research (even in the ‘for profit’ area!) BOC needs to be objective in their review SAMPLE QUESTIONS • Legislative questions. S54(1) • • • • Does the board meet regularly (at least 10 meetings in any year)? Is the interval between any 2 meetings not greater than 6 weeks Are the meetings chaired by the chair? Are minutes kept of each meeting? Best practice questions Do meetings start and end on time? Is there a pre-circulated agenda? Do people come prepared to the meeting? RIGHTS OF BOC S 76O(3) – right of access to books and documents S76O(4) – right to attend all meetings of BOD or committees and S76O(5) states one members of BOC shall attend every BOD meeting S76R(6) – credit union shall meet all such expenses as may be reasonably incurred by its board oversight committee in carrying out its functions GIVING FEEDBACK Needs to be heard, understood and acted upon. B - behaviour I- Impact F- Future WHAT NEXT? Do your own research – lots of material available on the internet about assessing board effectiveness in the non-profit sector Read the legislation, talk to other BOCs, consider your own development needs, further training etc Draw up the workplan and start assessing !