Governance Survey

This Assessment tool is designed to provide a high level of Gap Assessment of your organization's Governance practices against standards and recognized sound practices. Upon completing the survey, you will receive an estimate of your Governance Gap Score.

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Personal Details

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Governance Structure

1/4

Is the Board mainly comprised of Nonexecutive members and includes independent members?


Is there a clear segregation between the Board's Chariman and CEO roles and authorities?


(1/14)- The Company has an appropriate governing document(s) which supports and enables implementation of the appropriate code of governance, including written policies in place to support the functioning of the board.

(2/14)- The Company produces annual reports (where applicable with audited accounts), which comply with relevant legislation and good practice.

(3/14)- Roles and responsibilities of a board member and company secretary are clearly defined  within appropriate documentation around board governance. There are clear terms of references for the board and all sub-committees.

(4/14)- The Company has coherent and robust strategic and/or business plans, which include an outline of resources and means to deliver strategic objectives.

(5/14)- The Company has an Internal Audit function and other relevant control functions (e.g. Risk Management, Compliance, Financial Control)

(6/14)- The company has well-defined organization structure showing the Board and its committees, all departments and functions

(7/14)- The Company has a code of conduct for board members and staff, aimed at upholding high standards of probity and ethics.

(8/14)- The company has a whistle-blower policy, to ensure that concerns about wrongdoings or malpractice can be raised without fear of victimisation or dismissal.

(9/14)- The essential duties of the chief executive are clearly defined (particularly in the matters of support of the board and other executive officers).

(10/14)- The Company keeps copies of board meeting minutes, which reflect deliberations accurately and show decisions made or actions to be taken.

(11/14)- The board is actively involved in the development and execution of the company’s strategic plan.

(12/14)- The board has the financial information required (i.e. management accounts and financial budgets) to ensure that they are aware of the financial situation of the organisation and are able to scrutinise the performance of the organisation.

(13/14)- The board approves all budgets.

(14/14)- The risk management policies and procedures designed and implemented by management are consistent with the Company’s corporate strategy and risk appetite as well as abreast of the market.

Competency

2/4

Do Board Members have clear understanding of their legal obligations and fiduciary duties as Board Members?


(1/16)- Board members understand that the board is independent, it should not carry out the policies or directions of any other body and they should act only in the interests of the Company.

(2/16)- The board has succession planning for key board positions (including the CEO and board chair) with maximum periods of continuous service.

(3/16)- The board has the diverse range of skills, competencies, experience and knowledge to discharge its responsibilities.

(4/16)- The Board Members understand their roles and responsibilities

(5/16)- The board undertakes appropriate procedures/checks to ensure prospective board members are both eligible and suitable.

(6/16)- The board provides members with essential training which includes as a minimum awareness of the Company’s day-to-day operations, roles and responsibilities of board members and conflict of interests.

(7/16)- The board is the right size for the organisation and it has the minimum number of board members as outlined in the governing document. (I.e. Large enough to include relevant skills identified and small enough to be effective with ability to give capable leadership/control)

(8/16)- Individual board directors are evaluated based on their contribution to the board and the company.

(9/16)- The committees and the board as a whole are evaluated.

(10/16)- The CEO’s performance is evaluated regularly, and goals are set as well.

(11/16)- The board has a process in place to carefully recruit, select and elect new board members on a systematic and continuous basis.

(12/16)- There is a process of annual review of board, individual board members, sub-committees performance, which is supported by an independent third party.

(13/16)- The board monitors the diversity of the board (i.e. age, skill, race, gender, etc) to ensure the relevant knowledge and experience required, collectively attending most meetings .

(14/16)- The board understands when to access professional advice & support from outside the organisation (without the involvement of senior staff) and when necessary.

(15/16)- The Board has a performance evaluation mechanism for Board Members and Senior Management positions

(16/16)- The Company has approved KPIs for Board Members and Senior Management position

Execution

3/4

Are Board meetings held regularly with a minumum of once every quarter (or in accordance with the Governance Manual)?


(1/13)- The board reviews the vision, mission and value statements and ensures they are adhered to whilst demonstrating their commitment through their behavior and actions

(2/13)- The board ensures that where conflicts of interest arise and gifts or hospitality are made, they are managed in line with legislation and recorded in a systemized manner. Note: Declarations of interest should be made an agenda item for board meeting, individuals concerned should be excluded from the discussion or decision-making and registers should be signed off annually.

(3/13)- The board reviews the sufficiency of financial controls and reporting procedures to ensure it manages the risk of loss, waste and fraud.

(4/13)- The board approves the risk plan and monitors it to ensure risk is minimised.

(5/13)- The financial statements are prepared and disseminated to the shareholders in a timely manner

(6/13)- The Company has clear and well-defined Delegation of Authority Matrix

(7/13)- The board formally approves and monitors the organisation’s programmes and services in order to measure performance and learn from its achievements, impacts and outcomes.

(8/13)- The board conducts business so they are accessible, accountable and transparent to beneficiaries and other stakeholders.

(9/13)- The board maintains regular, effective communication with stakeholders and use a range of mechanisms to inform, engage and involve.

(10/13)- The board welcomes and acts upon feedback from its beneficiaries and other stakeholders about the services provided and improvements that can be made.

(11/13)- Board members act as ambassadors for the organisation and maintain the good reputation of the sector, not bringing it into disrepute.

(12/13)- The board assesses whether environmental, social, and governance (ESG) objectives are being met and monitors that the Company contributes to the environmental, social and economic wellbeing of the area in which the Company is situated and does it maintain evidence of this.

(13/13)- The board appropriately challenges the executive and this challenge positively impacts decision-making processes.

Committees

4/4

Does the Board have at a minimum an Audit Committee and a Remuneration & Nomination Committee?


(1/10)- The audit committee reviews the company’s financial statements.

(2/10)- The audit committee reviews the internal control systems.

(3/10)- The audit committee evaluates external auditor’s performance.

(4/10)- The compensation committee reviews equity-based compensation plans and other employee benefit plans.

(5/10)- The Nominating and Governance Committee oversees the board’s composition and evaluates their performance.

(6/10)- All Board Committees' charters in place to specify the tasks for each committee, scope of work, their duration, their powers, their tasks, and responsibilities

(7/10)- Committees' meetings are effective with meetings working well and following a robust procedure for making decisions and meetings are minuted and distributed to the Committees' members in a timely manner

(8/10)- The information technology committee oversees the company’s technology strategy.

(9/10)- The information technology committee ensures that the company's technology infrastructure is secure.

(10/10)- The information technology committee provides guidance on emerging technologies.

4/4Summary

  • 1
    Is the Board mainly comprised of Nonexecutive members and includes independent members?

  • 1
    Is there a clear segregation between the Board's Chariman and CEO roles and authorities?

  • 1
    The Company has an appropriate governing document(s) which supports and enables implementation of the appropriate code of governance, including written policies in place to support the functioning of the board.

  • 1
    The Company produces annual reports (where applicable with audited accounts), which comply with relevant legislation and good practice.

  • 1
    Roles and responsibilities of a board member and company secretary are clearly defined  within appropriate documentation around board governance. There are clear terms of references for the board and all sub-committees.

  • 1
    The Company has coherent and robust strategic and/or business plans, which include an outline of resources and means to deliver strategic objectives.

  • 1
    The Company has an Internal Audit function and other relevant control functions (e.g. Risk Management, Compliance, Financial Control)

  • 1
    The company has well-defined organization structure showing the Board and its committees, all departments and functions

  • 1
    The Company has a code of conduct for board members and staff, aimed at upholding high standards of probity and ethics.

  • 1
    The company has a whistle-blower policy, to ensure that concerns about wrongdoings or malpractice can be raised without fear of victimisation or dismissal.

  • 1
    The essential duties of the chief executive are clearly defined (particularly in the matters of support of the board and other executive officers).

  • 1
    The Company keeps copies of board meeting minutes, which reflect deliberations accurately and show decisions made or actions to be taken.

  • 1
    The board is actively involved in the development and execution of the company’s strategic plan.

  • 1
    The board has the financial information required (i.e. management accounts and financial budgets) to ensure that they are aware of the financial situation of the organisation and are able to scrutinise the performance of the organisation.

  • 1
    The board approves all budgets.

  • 1
    The risk management policies and procedures designed and implemented by management are consistent with the Company’s corporate strategy and risk appetite as well as abreast of the market.

  • 2
    Do Board Members have clear understanding of their legal obligations and fiduciary duties as Board Members?

  • 2
    Board members understand that the board is independent, it should not carry out the policies or directions of any other body and they should act only in the interests of the Company.

  • 2
    The board has succession planning for key board positions (including the CEO and board chair) with maximum periods of continuous service.

  • 2
    The board has the diverse range of skills, competencies, experience and knowledge to discharge its responsibilities.

  • 2
    The Board Members understand their roles and responsibilities

  • 2
    The board undertakes appropriate procedures/checks to ensure prospective board members are both eligible and suitable.

  • 2
    The board provides members with essential training which includes as a minimum awareness of the Company’s day-to-day operations, roles and responsibilities of board members and conflict of interests.

  • 2
    The board is the right size for the organisation and it has the minimum number of board members as outlined in the governing document. (I.e. Large enough to include relevant skills identified and small enough to be effective with ability to give capable leadership/control)

  • 2
    Individual board directors are evaluated based on their contribution to the board and the company.

  • 2
    The committees and the board as a whole are evaluated.

  • 2
    The CEO’s performance is evaluated regularly, and goals are set as well.

  • 2
    The board has a process in place to carefully recruit, select and elect new board members on a systematic and continuous basis.

  • 2
    There is a process of annual review of board, individual board members, sub-committees performance, which is supported by an independent third party.

  • 2
    The board monitors the diversity of the board (i.e. age, skill, race, gender, etc) to ensure the relevant knowledge and experience required, collectively attending most meetings .

  • 2
    The board understands when to access professional advice & support from outside the organisation (without the involvement of senior staff) and when necessary.

  • 2
    The Board has a performance evaluation mechanism for Board Members and Senior Management positions

  • 2
    The Company has approved KPIs for Board Members and Senior Management position

  • 3
    Are Board meetings held regularly with a minumum of once every quarter (or in accordance with the Governance Manual)?

  • 3
    The board reviews the vision, mission and value statements and ensures they are adhered to whilst demonstrating their commitment through their behavior and actions

  • 3
    The board ensures that where conflicts of interest arise and gifts or hospitality are made, they are managed in line with legislation and recorded in a systemized manner. Note: Declarations of interest should be made an agenda item for board meeting, individuals concerned should be excluded from the discussion or decision-making and registers should be signed off annually.

  • 3
    The board reviews the sufficiency of financial controls and reporting procedures to ensure it manages the risk of loss, waste and fraud.

  • 3
    The board approves the risk plan and monitors it to ensure risk is minimised.

  • 3
    The financial statements are prepared and disseminated to the shareholders in a timely manner

  • 3
    The Company has clear and well-defined Delegation of Authority Matrix

  • 3
    The board formally approves and monitors the organisation’s programmes and services in order to measure performance and learn from its achievements, impacts and outcomes.

  • 3
    The board conducts business so they are accessible, accountable and transparent to beneficiaries and other stakeholders.

  • 3
    The board maintains regular, effective communication with stakeholders and use a range of mechanisms to inform, engage and involve.

  • 3
    The board welcomes and acts upon feedback from its beneficiaries and other stakeholders about the services provided and improvements that can be made.

  • 3
    Board members act as ambassadors for the organisation and maintain the good reputation of the sector, not bringing it into disrepute.

  • 3
    The board assesses whether environmental, social, and governance (ESG) objectives are being met and monitors that the Company contributes to the environmental, social and economic wellbeing of the area in which the Company is situated and does it maintain evidence of this.

  • 3
    The board appropriately challenges the executive and this challenge positively impacts decision-making processes.

  • 4
    Does the Board have at a minimum an Audit Committee and a Remuneration & Nomination Committee?

  • 4
    The audit committee reviews the company’s financial statements.

  • 4
    The audit committee reviews the internal control systems.

  • 4
    The audit committee evaluates external auditor’s performance.

  • 4
    The compensation committee reviews equity-based compensation plans and other employee benefit plans.

  • 4
    The Nominating and Governance Committee oversees the board’s composition and evaluates their performance.

  • 4
    All Board Committees' charters in place to specify the tasks for each committee, scope of work, their duration, their powers, their tasks, and responsibilities

  • 4
    Committees' meetings are effective with meetings working well and following a robust procedure for making decisions and meetings are minuted and distributed to the Committees' members in a timely manner

  • 4
    The information technology committee oversees the company’s technology strategy.

  • 4
    The information technology committee ensures that the company's technology infrastructure is secure.

  • 4
    The information technology committee provides guidance on emerging technologies.