Why charity boards must not go AWOL during pandemic
Eileen, who runs Strictly Boardroom and Boardroom Apprentice said: “Covid-19 does not stop the need for good governance. In fact it’s never been more important at this time.”
“Of course, we cannot meet in person but we can online, or by phone and we can and should be using email to provide advice and direction.”
She says that when the pandemic struck many organisations went into panic mode, standing down planned board and committee meetings, some for months.
“Boards have to steer their organisations through a time of unprecedented difficulty. They need to safeguard staff, to help and advise them, to discharge their duty of care, to make the big strategic calls both for the lockdown period and for the future.”
“It was almost as if boards decided to take a pandemic break. This is not right, it’s not fair and it’s a failure of governance. Some of us may be entitled to a three-month mortgage break, but we’re not entitled to take three months off from being a trustee.”
“The boards I sit on are meeting regularly, but I am aware of several which are not. I do not have overall numbers so can’t comment on the scale of the problem, but no boards should be standing down at this time, not least because chief executives are then forced to take decisions which are beyond their delegated remit”
She lists some of the crucial decisions that boards will or may have to take which should not be taken by management acting on its own:
- Reviewing your objects to see if you can help with the coronavirus efforts
- Furloughing staff and/or supporting staff working remotelySeeking financial support (ensuring you are solvent)
- Prioritising services
- Re-purposing facilities
- Ceasing some elements of what you do temporarily
- Ensuring safeguarding for volunteers and staff
- Postponing AGMs
She says such big calls are for the chief executive to propose to the board not to make her or himself. For the board not to be having oversight is a failure of governance and that those boards who are not currently active risk sleep-walking into insolvency, given the financial challenges some organisations face.
“We need to be there for staff at this time. We need to show leadership and support and to give advice. Many chief executives are having to adjust to working from home remotely from their staff, a new experience and challenge. Many are under great stress, even frightened. They need support and a safe space to discuss the challenges they face.
“They need oversight as well. Remember that trustees are jointly and severally liable for good governance and if something were to go badly wrong during this period neither Companies House nor the Charity Commission are likely to be impressed by the argument that the board had not troubled to provide oversight during a time of crisis.”
She says she believes that some in the sector may be misreading guidance issued by the Northern Ireland Charity Commission on meeting during the pandemic. It states: “Where meetings are postponed, it is recommended that a note is kept documenting the reason why the meeting has been postponed, but the Commission will be pragmatic and reasonable and will not take any regulatory action where meetings are postponed as a result of these circumstances. Where a meeting is held virtually to safeguard the health of trustees, this should be recorded in the minutes and the Commission will accept this as a valid meeting, as long as it is quorate.”
She says: “That’s signalling the Commission’s understanding of the difficulties of holding face-to-face meetings, it is not an indication that charities can abandon good governance during the pandemic.”
“Virtual meetings are surprisingly easy to operate and I’ve found them more efficient than face-to-face ones. They tend to be shorter and more focused. And where people are unable to access them, holding meetings by phone is a perfectly viable alternative.
ICSA, the chartered governance institute has produced a comprehensive guide on how to run a virtual board meeting. It includes advice on how to include guests to do presentations for parts of the meeting.
She added that in some cases the Chair and CEO may be making decisions in the absence of the full Board: “This is ok if the Board have set the parameters and given delegation, Its not ok, if it happens without the Board input or knowledge and becomes the norm.”
Eileen advises any trustee who is on a board which is not currently active to speak out and demand that meetings resume online.
“These are critical times, boards need to provide oversight and leadership during them. We also need to be looking ahead, planning for the future, a function which staff cannot be expected to achieve when in survival mode. We need to provide good governance so that they can concentrate on delivering services.
“I fully understand that everyone, including trustees, is going through a difficult and stressful time at the moment. However when you signed up to join a board you did so to offer your insights and expertise to a cause to which you were committed. This duty extends to the good times and the bad.
“ COVID-19 has not stopped the need for good governance, what it has done has forced us all to think and work differently – this is not such a bad thing.”
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