A Checklist of Effective Governance Components

The following checklist highlights some of the major governance documents and practices that define an effective Board. Use the checklist to update/revise your current documents and to determine which new documents need to be developed. Above all, ensure that your governance documents are relevant to your organization and reflect your current practice. You may need to create additional documents that are customized to the unique nature of your organization.

VISION, MISSION AND VALUES

c Vision statement defines future success 
c Mission statement is current and aligned with vision 
c Values/Guiding Principles articulate organizational beliefs that guide behaviour

BYLAWS or INCORPORATING DOCUMENTS

c Are current and accurate
c Reflect the governance structure
c Board members understand and are compliant with the bylaws and objects
c Process for resignation/termination of Directors is specified
c Amendment process has been initiated if bylaws need revisions

BOARD STRUCTURE AND COMPOSITION

c Governance model is clearly defined
c Key stakeholders are represented
c Board reflects diversity e.g. age, gender, ethnicity, geographical location

BOARD RECRUITMENT

c Skills matrix is used to define desired skills
c Board Recruitment Committee has current Terms of Reference
c Orientation and training is provided for new Board members
c Board manual or website is current and utilized by Board members
c Succession planning process is in place
c Board recruitment is done on an ongoing basis

BOARD MEMBERS

c New Board members sign Appointment letter or Consent to Act
c Job description is in place for Director-at-Large
c Job descriptions are in place for Executive positions
c Board terms are defined in job descriptions

EXECUTIVE DIRECTOR(ED) or CHIEF EXECUTIVE OFFICER (CEO)

c Job description is current and relevant
c Reporting relationship is defined in job description
c Annual performance review process is defined in job description
c Annual work plan or accountability agreement

BOARD MEETINGS

c Agenda is focused on “Board business”
c Agenda/minutes are circulated in timely manner
c Decisions are recorded as motions
c Decision-making process is clearly articulated
c Conflict management process is clearly articulated

BOARD POLICIES

c Appropriate Policies are in place e.g. 
     c Board Charter 
     c Code of Conduct 
     c Conflict of Interest 
     c Board Recruitment
     c Board Meetings 
     c Authority of the ED 
     c ED Performance Review 
     c Signing Authority
     c Risk Management 
     c Board Liability
     c Respectful Workplace
     c Privacy
     c Whistle Blower
c Policies reviewed/updated annually

BOARD COMMITTEES

c Appropriate Governance Committees are in place e.g. 
     c Governance/Board Development
     c Finance & Audit
     c Board Recruitment/Nominating
     c Human Resources
     c Ad-hoc committees
     c Note that Executive Committees are usually not recommended
c Committees have Board-approved Terms of Reference
c Terms of Reference are reviewed/updated annually

STRATEGIC PLANNING

c Strategic Plan in place
c Plan is monitored and reviewed by the Board on a regular basis
c Plan is updated annually
c Plan is communicated to stakeholders

BOARD LIABILITY

c Directors and Officers Liability Insurance is in place
c Bylaws provide for indemnification of Board members
c Annual reporting and filing requirements are met
c Financial statements are audited/reviewed regularly
c Annual audit as required in bylaws
c Adherence to any legislation affecting the organization, including any required to meet the mission of the organization (e.g. laws re care of vulnerable populations)

BOARD PERFORMANCE

c Board evaluates its performance annually and uses results for Board development
c Opportunities for Board development and learning

If you require assistance with any of these processes, CentrePoint would be pleased to assist.  Call 403-517-8600 or info@thecentrepoint.ca for more information.