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Governance frameworks

A governance framework consists of several components that guide the governance practices of an organisation and provide a structure for effective board oversight including:

  • Mission, Vision, and Values: The framework should articulate the organisation's mission, vision, and core values, providing a clear sense of purpose and guiding principles for the board's governance activities.

  • Board Roles and Responsibilities: Clearly define the roles and responsibilities of the board, its committees, and individual directors. This includes delineating responsibilities for strategy development, risk oversight, financial stewardship, CEO evaluation, and stakeholder engagement.

  • Board Structure and Composition: Determine the board's size, composition, and structure. Establish guidelines for board diversity, including skills, experience, expertise, independence, and stakeholder representation. Define board term limits, rotation policies, and procedures for director recruitment and nomination.

  • Board Policies and Charters: Develop policies and charters that outline the board's operating principles, committee structures, and guidelines for board meetings, decision-making processes, and conflict of interest management. These policies and charters should align with legal and regulatory requirements and best practices.

  • Strategic Planning and Oversight: Establish processes for strategic planning and oversight, including the board's role in setting the organisation's strategic direction, monitoring performance against strategic goals, and ensuring alignment with the mission and vision.

  • Risk Management and Compliance: Define the board's responsibilities for overseeing risk management practices, including the establishment of risk management frameworks, internal controls, and compliance with legal, regulatory, and ethical standards. Ensure that processes are in place for identifying, assessing, and mitigating key risks.

  • CEO Evaluation and Succession Planning: Develop a framework for CEO evaluation and succession planning, outlining the board's role in setting performance objectives, providing feedback, and ensuring leadership continuity through succession planning and development programs.

  • Stakeholder Engagement: Establish guidelines for stakeholder engagement, outlining how the board will communicate and interact with shareholders, employees, customers, community groups, and other relevant stakeholders. Ensure mechanisms are in place for incorporating stakeholder perspectives into board discussions and decision-making.

  • Board Performance Evaluation: Define processes for conducting regular board performance evaluations, including self-assessments and peer evaluations. These evaluations should assess the board's effectiveness, identify areas for improvement, and guide ongoing board development.

  • Ethical Standards and Accountability: Establish a code of conduct or ethics policy that promotes ethical behaviour and sets expectations for directors' conduct and responsibilities. Define mechanisms for enforcing accountability and addressing breaches of ethical standards.

  • Reporting and Transparency: Determine reporting requirements and guidelines for board communications, including regular reporting to shareholders and stakeholders. Ensure transparency in financial reporting, disclosure practices, and board decision-making.

  • Continuous Learning and Development: Foster a culture of continuous learning and development by providing opportunities for director education and professional development. Encourage directors to stay informed about industry trends, governance best practices, and emerging issues relevant to the organisation.

These components collectively provide the structure and guidance for the board's governance activities, ensuring effective oversight, accountability, and alignment with the organisation's mission and strategic goals. The framework should be regularly reviewed and updated to adapt to changing circumstances and evolving governance standards.

RedSeed can build a framework or review and update existing governance practices.

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