Charter of Good Governance
Values, Ethics and Culture of the Board of Directors of SVHG
- The Board of Directors shall set the values and standards for SVHG, and shall ensure that its obligations to its shareholders, to their mission statement, and to others are understood and met;
- The Board of Directors shall lead and control the integrated development of SVHG within a framework of prudent and effective controls, which enable risk to be assessed and managed. In doing so, it shall set the company’s strategic aims, and make every effort to ensure that the necessary financial and human resources are in place for the company to meet its objectives;
- The Board of Directors of SVHG shall pursue its affairs in a business-like and efficient manner while having regard to the Mission Statement of SVHG, and to the fact that SVHG is a not-for-profit public charitable institution, with major long-term charity and socio-medical objectives;
- The Board of Directors shall develop its business and affairs, to the greatest extent possible, through democratic dialogue and discussion leading to consensus decision-making. Wherever necessary, decisions may be taken, also, by majority decision of the Board of Directors of SVHG, with the Chairman having a casting vote;
- There should be a clear division of responsibility between the responsibility of the chairman and board for managing and conducting the business of the board and the executive/management responsibility for managing the business of the operational entities (which constitute SVHG) in accordance with board policy;
- The Board of Directors shall adopt a supportive attitude towards the management of SVHG while, at all times, monitoring the outputs of management against board policy and holding management accountable for the effective and efficient implementation of settled board policy.
Size and Structure of the Board of Directors
- The Board of Directors of SVHG shall have a balance of non-executive directors (including independent non-executive directors) such that no individual or minority grouping of individuals can dominate the board’s decision taking;
- There shall be two non-executive directors representing the shareholders i.e. of the Religious Sisters of Charity;
- There shall be four ex-officio executive directors of the Board of SVHG as follows:
- the Chairperson of the Medical Board of SVHG and one other member of the Medical Board;
- a representative of University College Dublin, nominated by the President of that University;
- Group Chief Executive Officer if and when the board deems it appropriate
- There shall be a maximum of elevan "independent" non-executive directors in addition to the four ex-officio executive directors and the two representatives of the shareholders referred to above. Changes in the number of non-executive directors, and the realisation of such changes, will be a matter for the shareholders of SVHG. The competencies and experience of these eleven "independent" non-executive directors should be diverse and such as will contribute meaningfully to the effective and efficient management of the affairs of the Board of SVHG. These competencies should include: finance, strategic management, property development, risk management, insurance, business experience, effective chairmanship, and the public service;
- Other persons, such as may be agreed by the Board from time to time, may attend board meetings but will not have a vote;
- The Board shall have a Chairman drawn from the “independent” non-executive directors.
- The Board shall have board-committees for
- The minutes of the board committees shall be circulated to the Board;
- Each of the "independent" non-executive directors shall be independent of management and free from any business or other relationship which could materially interfere with the exercise of their independent judgement.
- There shall be a formal and transparent procedure for the appointment of new directors to the Board and this shall involve a rigorous evaluation process by the nomination committee before proposals are submitted to the board.
- The "independent" non-executive directors shall serve for a fixed term of three years and may be re-appointed, by the shareholders, for further terms.
Process to Underpin the Efficient Discharging of Board Business
- The Board shall meet regularly: it shall meet at least six times each year (at two monthly intervals) and also on other occasions as prevailing circumstances may require; the directors shall meet once per year without SVHG management being present;
- The Board shall ensure that it is supplied in a timely manner with full information in a form and of a quality appropriate to enable it to discharge its duties;
- The Board shall have a list of standing orders relating to how it should conduct its affairs and this list should include a formal schedule of matters specifically referred to it for decision;
- A procedure shall be agreed by the Board whereby the “independent” non-executive directors may, in the furtherance of their duties, take independent legal or other professional advice if necessary, at the expense of SVHG;
- The Board shall be empowered to pay appropriate fees and expenses to the “independent” non-executive directors provided this does not jeopardise the charitable status afforded to SVHG by the Revenue Commissioners. Any such fees paid shall be listed in the SVHG’s annual report;
- Each director, (both ex-officio and independent), shall have access to the advice and services of a company secretary, who is responsible to the Board for ensuring that board procedures are followed and that relevant rules and regulations are complied with. The company secretary shall not be the Group Chief Executive Officer;
- Each non-executive director shall ensure that she/he is adequately informed and prepared to contribute to the effective formulation and discharge of board business and that she/he attends each of the board meetings unless “force majeure” intervenes;
- The directors shall be identified in the Annual Report of SVHG;
- Each board meeting shall be conducted in accordance with an agenda, which will cover all strategic and operational issues relevant to the board’s attention. A record of the decisions taken at board meetings shall be maintained by the Secretary to the Board and circulated for information of board members;
- Secretary to the Board
The Secretary of the Board is responsible to the Board for ensuring that Board procedures are followed and that applicable rules and regulations are complied with.
- The Board shall draw up a list of performance indicators against which it will assess the on-going performance of SVHG. It should also include, in its review mechanisms, group reviews of risk management and quality control;
- The Board shall have a formal method of assessing the performance of the Group Chief Executive Officer;
- The Board shall review senior management succession with the Group Chief Executive Officer.
Assessment of Board Performance
The Board shall, under the guidance of the chairman, evaluate the performance of the Board, its committees, and its individual directors on an on-going basis. The Chairman should act on the results of the performance evaluation by recognising the strengths and addressing the weaknesses of the board.
The performance of evaluation of the board shall, as occasion demands, address the following:
- How well has the Board performed against any performance objectives that have been set?
- Has the Board been effective in formulating overall strategy?
- What has been the Board’s contribution to ensuring rigorous and effective risk management?
- Is the composition of the Board and its committees appropriate, with the right mix of knowledge and skills to maximise performance in the light of future strategy?
- Are board relationships both inside and outside the Board, working effectively?
- How has the Board responded to any problems or crises that have emerged and could or should these have been foreseen?
- Are the matters specifically reserved for the Board the right ones?
- How well does the Board communicate with the management team, with SVHG employees, and others? How effectively does it use mechanisms such as the AGM and its Annual Report?
- Is the Board as a whole up to date with latest developments in the regulatory environment pertaining to it?
- How effective are the board’s committees? Does each committee interact effectively with the Board?