DIAKONIA-ZIMBABWE CO

Board Training for GRRA & UCHIRRA

Great Zimbabwe, Masvingo
23-24 October 2019

Felix Tembo felix.tembo@diakonia.se

BOARD RESPONSIBILITIES & FUNCTIONS

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CASE FOR BOARD TRAINING

This presentation will introduce board members roles and responsibilities

Why is it important?
1. Board responsibilities are often poorly understood.
2. Poorly understood responsibilities often a source of conflict (Board vs Management)
3. Poor role understanding affects effectiveness

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THE BOARD
• A board of directors (B of D) is a group of people legally charged
with the responsibility to govern an organisation.
• A Board represents the interest of shareholders/stakeholders
• The board is a governing body/authority that typically meets at
regular intervals to set policies for corporate management and oversight.
• Holds legal responsibility for the organization and its operations

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BOARD LINES OF ACCOUNTABILITY/POSITION WITHIN ORG. HIERARCHY

• The board is accountable to the owners/stakeholders, that is, to everyone who is interested and/or can
be effected by the organization.
• In a nonprofit corporation, the board reports to owners/stakeholders as part of accountability.
• On hierarchy, the board is the highest governing authority within the management structure at a
corporation

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ROLES AND RESPONSIBILITIES OF THE BOARD

1. Determine the Organization's Mission and Purpose

2. Select the Executive

3. Ensure Effective Organizational Planning

4. Ensure Adequate Resources

5. Manage Resources Effectively

6. Determine and Monitor the Organization's Products, Services and Programs

7. Enhance the Organization's Public Image

8. Serve as a Court of Appeal- appeal to the board

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1. DETERMINE THE ORGANIZATION'S MISSION AND PURPOSE

• Organisations exist for a purpose- expressed in a mission statement

• Involved in the strategic planning process- especially in developing the organization’s mission
statement- which expresses its purposes
• Institutionalising values/lived in all aspects of organizational life
• Ensuring that there is alignment/that is; all work performed by the organization fits its mission
• Governing the organization by establishing broad policies and setting out strategic objectives

• E.g. of a mission statement….why exist?

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2. RECRUITMENT OF THE EXECUTIVE DIRECTOR

• Recruitment: Recruiting Executive Director and offer support

• Performance Management: Obligated to evaluate/review the performance of Executive Director (of
which the titles vary from organization to organization; the chief executive may be titled
chief executive officer, or executive director);
• Remuneration: Setting the salaries, compensation and benefits of senior management;

NB: This could be an annual performance review based on agreed work plan and assess accomplishment
of deliverables

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3. ENSURE EFFECTIVE ORGANIZATIONAL PLANNING

This is a planning function involving;

• Strategic planning (where, how?)- Setting the strategic direction
• Part of the planning involves setting up the mission (as discussed above) and strategic objectives
• Final approval of all organizational strategic plans

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4. ENSURE ADEQUATE RESOURCES

This a fundraising function

• Assist the organization in securing funding
• Ensuring the availability of adequate financial resources to implement the strategic plan

NB: Boards need to be resourceful and have fundraising skills

Discuss: What are some of the fundraising strategies that Boards can initiate?

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5. MANAGE RESOURCES EFFECTIVELY

This is a (finance) stewardship/accountability role which is important because resources are finite
It Involves;
• Making prudent financial decisions
• Budget approvals and oversight
• Reinforce policies that ensure good custodianship/appropriate use of resources and establishing
internal controls
• Approves/regulates large capital purchases (what are your capital threshold) minimize bureaucracy
• Enforces compliance to local laws and regulation set by funding partners (SIs)
• Commission annual audit of the organization
• Accounting to the stakeholders for the organization's performance (AGM);
• In all this board members are said to be playing a fiduciary responsibility- ie to care for the finances and
legal requirements of the organisation.
NB: In order for the Board to effectively execute this role, the Executive director submits financial reports to
the
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| Titlea| Date
regular basis for discussion during board meetings/people with financial background.
6. DETERMINE & MONITOR THE ORGANIZATION'S SERVICES AND PROGRAMS

This is a quality assurance/accountability functions

• Board is accountable to stakeholders/owners for quality of work
• Part of monitoring is to assess consistent with the strategic plan/mission
• Provides oversight in implementation of programmes
• Evaluation of organization’s programmes for effectiveness and adaptive management

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7. ENHANCE THE ORGANIZATION'S PUBLIC IMAGE

This a PR function
• Represent the organization at higher level, e.g community, business community, donor community,
government
• Shapes strategic relationships/managing this relationship (donor flight eg)
• Promotes the organization and always communicates the mission to the public- serving as external
advocates
• Needs PR skills to perform this function well

NB: Need a good understanding of the organization to well on this function and the Executive need to
communicate with Board all the time to keep them up to date

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8. SERVE AS A COURT OF APPEAL

This is an accountability functions

• Issues/complaints brought to the Board for recourse
• Investigate (through committees) and come up with some actions to address issues brought before it
• Dealing with Lawsuits
• Ensure addressing audit recommendations

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BOARD: KEY POSITIONS

The key positions are;

1. Chairperson
2. Vice Chair
3. Secretary
4. Treasurer
5. Committee Members

Ex-officio (being part of the board by virtue of the position that they hold)
NB. Important for the Board to understand their roles in-order to avoid conflict

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BOARD CHAIR

Performs the following duties;

• Presides over board meetings- hence should be conversant with procedures for running meetings
• Serve as ex-officio member of all committees (where there are committees)
• Works with the director to ensure that board resolutions are carried out
• Calls for special meetings as necessary
• Appoint all committee chairs (where there are committees)
• Assist in preparing the agenda for board meeting
• Assist in orienting new board members
• Coordinate periodic assessment of the Director
• Act as an alternate spokesperson for the organization (strategic issues)
• Assigns duties to other members of the Board
• Putting Forth Motions: The chair put forth motions when members of the board are ready to vote on
items discussed during a meeting.
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VICE CHAIR

Duties for vice -chair, are essentially the same as the board's chair normally undertakes. The primary
function is to complete the tasks and responsibilities of the chair when the chair is not available at a
meeting or event, or when the chairman directs the vice chair to take over.
Presiding: An assistant chair's main responsibility is to preside over meetings when the chair is not
present.
Assisting the Chair: As the title suggests, the vice chair should help the chair complete each official duty
as needed. This means taking direction from the chair. The vice must have the same authority as the chair
in the chair's absence, but cannot override the chair's direction.

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SECRETARY
• Ensuring Compliance- The secretary is a position that ensures all rules and bylaws of the
organization are adhered to by the board during meetings and the implementation of board decisions.
• Minuting meeting proceedings- Records the minutes of each board meeting including what was
discussed, what actions were voted on and what actions are being taken as a result.
• Record keeping- A board secretary also keeps complete, detailed records of all of the business
relations of the organization ensuring all records are properly and safely stored.
• Administrative tasks-the secretary completes correspondence on behalf of the board and
organization
• Stepping In- In the event that neither the chair nor vice of the board can attend a board meeting, the
secretary may temporarily step into the position.

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TREASURER

• The treasurer keeps the organization’s financial records.

• The treasurer keeps copies of the main financial records, approves purchases and invoices and
otherwise oversees and keeps an eye on the organization’s finances.
• The treasurer also prepares and delivers a treasurer’s finance report at each of the board’s official
meetings.

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COMMITTEE MEMBERS

• Board members who do not have one of the previously discussed roles often volunteer to head
committees.
• These board members attend meetings, receive updates and vote on board matters. They have the
right to make motions, discuss them and vote on them.
• After serving as a board member, these individuals might ascend to the secretary, treasurer, vice chair
and eventually chair of the board positions.

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STRUCTURE AND SIZE OF THE BOARD

• No rule, however guided by the following; (not too many- not too few)
• First, select an uneven number of board members, to avoid ties.
• The number of board members depends on the size and complexity of the organization. For a small
organization, five to seven people are plenty. For a larger, more complex, organization with several
committees, you might want 9 to 11 people at the minimum.
• You need enough people on your board so that, if several people are not present, you can still have
enough to make a decision, and for a quorum.
• But too many board members can slow down any meetings and progress. 
• Determined by Board Charter- rules that define the structure and size and legal responsibility
• In large board you may have committees to carry out certain tasks- legal community, fundraising, audit
committee, finance committee
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QUALITIES OF BOARD MEMBERS

Board members should demonstrate;

• Credibility & recognition among the public
• Strategic thinking
• Dedicated to defending the mission of the organisation
• Knowledgeable in organizational business
• PR skills
• Decision making ability
• Confidentiality

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UPHOLD THE TENETS OF GOOD GOVERNANCE

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SENIOR MANAGEMENT VS BOARD ROLES
Senior Management Board
Operational (operationalises, implementing them, Strategic (makes decision, policies,)
management) Advisory to the executive
People Management Executive management
Day to day Oversight (the bigger picture,big decisions)
Making operational decisions Makes strategic decisions
Management Governance

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The End!

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