GOVERNANCE RESTRUCTURE AGENDA 1. Presidents Introduction & - - PowerPoint PPT Presentation

GOVERNANCE RESTRUCTURE

26th June 2016

AGENDA

• 1. Presidents Introduction & Welcome
• 2. Apologies
• 3. Governance Restructure Presentation
• 4. Presentation of Motions for consideration & voting by

the membership present

• 5. Close of Meeting

• Good Governance

– “The system by which companies are directed and controlled. Openness and accountability are the watchwords, and ethical standards are the basis on which lasting governance systems are built.”

Sir Adrian Cadbury

• Good Governance

– “The system by which companies are directed and controlled. Openness and accountability are the watchwords, and ethical standards are the basis on which lasting governance systems are built.”

Sir Adrian Cadbury

Key players in good governance…

• The Members

Key players in good governance…

Who does what?

Board Executive/management CEO

Board-Management engagement

– Board makes strategic decisions based on management recommendations – CEO runs the business – Board to provide advice, guidance and support – Two-way communication – constituent views to Board and vice-versa – Regular communication between CEO and Chairman – Regular communication between CEO/Senior Management and sub-committees

Role & Remit of the Board

"The job of the board is all to do with creating momentum, movement, improvement and direction. If the board is not taking the company purposefully into the future, who is?" (Harvey-Jones, 1995).

Role & Remit of the Board

The role of the board can be outlined into four broad areas…

• 1. Establish vision, mission and values

– Determine the organisation's vision and mission to guide and set the pace for its current operations and future development. – Determine the values to be promoted throughout the

• rganisation.

– Determine and review organisational goals. – Determine organisational policy.

Role & Remit of the Board

• 2. Set strategy and structure

– Review and evaluate present and future opportunities, threats and risks in the external environment and current and future strengths, weaknesses and risks related to the

• rganisation.

– Determine strategic options, select those to be pursued and decide the means to implement and support them. – Determine the business strategies and plans that underpin the organisational strategy. – Ensure that the organisation's organisational structure and capabilities are appropriate for implementing the chosen strategies.

Role & Remit of the Board

• 3. Delegate to manage

– Delegate authority to management/staff, and monitor and evaluate the implementation of policies, strategies and business plan. – Determine monitoring criteria to be used by the board. – Ensure that internal controls are effective. – Communicate with senior management/staff.

Role & Remit of the Board

• 4. Exercise accountability to members and be

responsible to relevant stakeholders

– Ensure the Board is operating in line with its governing documents and legal regulation/requirements – Ensure that communication both to and from members and relevant stakeholders is effective. – Understand and take into account the interest of members and relevant stakeholders. – Monitor relations with members and relevant stakeholders by gathering and evaluating appropriate information. – Promote the goodwill and support of members and relevant stakeholders.

The Board is key…

• In short the Board is key to the development
• f any organisation
• Its structure needs to be fit for purpose
• Our current Board structure is purely

representative based, completely lacking in any competency based structure & outdated in terms of good governance

• We need to change & modernise…

Before we do…

• Before we look at why we should restructure its

important to understand that the following are not directly relevant to a restructure of the Board and therefore should not be a consideration in this process…

– Event entry fees – Membership fees – Insurance fees – Spectator entry fees – Selection scores for international events

Why should we restructure?

• 2006

–

• Approx. 6000 members

– No strategy – 1 member of staff – Turnover approx. €300,000 (80% public funded) – No formal programmes – Club based events ran 100% by volunteers – No national training facility – No developed brand identity – Not classed as a High Performance sport – Considered ‘lost at sea’ as an organisation

• 2016

–

• Approx. 18,000 members

– 2 successful strategic plans implemented with all major targets achieved, 3rd imminent – 12 members of staff (10 employed, 2 service contracts) – Turnover approx.€1.3 million (75% self funding) – Developed programmes from participation through to performance – National events programme providing international standard field of play – National Gymnastics Training Centre opening end 2016 – Developed Brand Identity – Classed as High Performance Sport by Sport Ireland – Considered a leading Olympic sport and innovator in the sports sector in Ireland and a developed NGB within UEG& FIG – 2 gymnasts qualified for Rio – First Junior European medal within an Olympic discipline

Why should we restructure?

• More specifically…

– We want to ensure we are operating in line with good governance guidelines and

• practices. The more efficient & effective we are in terms of the governance structures
• f our organisation the more efficient and effective we will be in maximising growth
• pportunities growth and the development for our sport.

– We are committed with our public funding partners to develop good governance practices with the implementation of the governance code for community & voluntary

• rganisations as a condition of funding. While this in no way should be the catalyst for

change and/or wanting to better our organisation it is clear that Sport Ireland are requiring the implementation of the same this as a condition of funding for coming years. – Similarly as we enter into new territory of forging long term brand partnerships other potential investors will only wish to invest in us if they feel confident in our governance structures. – Finally the enactment of the new Companies Act 2014 on 1st June 2015. Irish Company law has had a major overhaul with this new and significantly improved piece

• f legislation. Our legal team at Lemans have performed an audit of our Memorandum

& Articles and the EGM on 20th August is an opportunity to ensure all necessary changes required by the act are implemented in the governance structures of our

• rganisation.

BOC Action…

• In 2014 the BOC began discussions regarding the

required restructure with the following actions implemented…

– Working group appointed Nov 2014 consisting of…

• Ger Rellis
• Amanda Kinahan
• Natasha Preston
• Sarah O’Connor (independent – CEO FIS)
• Ciaran Gallagher

– Remit

• Develop proposal for presentation to BOC & membership to

restructure GI Board in line with good governance structures and the new companies act requirements

BOC Action…

• The working group developed the following new Board structure which was approved by the BOC, and

amended following roadshows in early 2016…

– New Board to be referred to as the Board – Min 7 Max 9 members – 4 elected

• Deputy Chair
• Company Secretary
• 2 x members representatives

– Members representatives targeted at being individuals who will represent club and gymnast interests from the broad membership base

– 5 appointed via Nominations panel

• Chair
• 2 x members
• 2 x independent members where independent is defined as non-members who have not had an administrative or influential

role within the organisation within the past 3 years

– The following competencies must be fulfilled

• Financial
• Legal
• PR & Communication
• Commercial

– One person may fulfil more than one competency – Quorum 5 – Gender balance – must be 2 male and 2 female Board members – Term duration 3 years – Max 3 consecutive terms (member may gain re-election after a break from the board of 1 term) – Targeted rotation 3 new – 3 sitting – 3 exiting (do you have any suggestions as to how to work this? I have been looking into it but would be interested in hearing…) – No more than 2 representatives from one club shall simultaneously occupy a place on the Board

Governance Working Group Proposal

• Regional structure and committees

– The BOC agreed that the current regional structures as referenced in the current articles are now outdated by virtue that they have over time naturally become non-functional as the organisation has developed. It is felt that the relevance of the regions now lies solely in connection to the national competition programmes and as with all other subcommittees/rule structures it is best that rules in relation to the same remain within the remit of the Board to determine.

Governance Working Group Proposal

• Technical committees

– The BOC agreed that the current Technical Committee structures as

• utlined in the articles and rules are now obsolete and the National

Performance Panels consisting of PTM, NPC & Head of Judging are now relevant in terms of discipline specific development, international selection scores, national squads etc… – It is important to note the Technical Committee structures that exist in articles and rules presently were clearly set up to mirror the structures

• f FIG. It is equally important to note that with a new President coming

for FIG in late 2016 that the governance structures of FIG are going to be significantly overhauled/modernised. This has been the primary point

• f discussion at recent Congress’ and will form largely in the

campaigning by potential candidates for President. The member federations of FIG recognise its structure is old, purely representative based and lacking in a more balanced competency based structure.

Governance Working Group Proposal

• Updates relating to 2014 Companies Act

– Updates as advised by Lemans relating to the enactment of the new act on 1st June 2015

Legacy of change…

• Inherently good:

– Smaller numbers at Board = focused discussions – External expertise valuable for business/legal/financial advice – Management empowered – Creates environment for maximum performance

• Looks good:

– perception is reality – stakeholder confidence – funders, partners, members; committees; media; staff etc…

• Public funder confidence

– Compliance – More likely to receive additional funding

• Commercial opportunities

– Confidence in our ability to competently govern, develop and grow leads to confidence in investment

Why are we here today?

• 19th August 2015 was not a good day for Gymnastics Ireland

– Date and time of EGM did not enable many in support to attend – Clear people did not understand what proposals were about and more member engagement was required. – Some had used the EGM to hit out at a number of issues they had that were not directly related to proposal…

• Selection policy
• Competition entry fees
• Insurance fees

– As a result a very poor message was sent by our organisation to our partners about our attitude towards modern governance principals – This was not truly representative of the position and feelings of the membership, many of whom fully supported the proposals

Why are we here today?

• The subsequent governance & strategic planning

roadshows in early 2016 where a very positive and constructive experience…

– We had the opportunity to present a clearer 360 degree picture of our position and rationale – Members got to ask the questions they wanted – A number of positive developments such as the new ‘Club Forum’ were born – The membership in attendance felt informed, consulted and ultimately supportive of the proposal going forward

Sport Ireland endorsement…

Why are we here today?

• To ensure our sport keeps

growing and developing as best possible

• To ensure we lead as a model
• f best practice in good

governance

• To repair damage and send

the right message about our

• rganisation to our partners
• To protect the future of this