Board of Directors Operating Guidelines and Handbook
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Board of Directors Operating Guidelines and Handbook PARKINSON‟S ASSOCIATION OF IRELAND APRIL 2021
1 CONTENTS
2 Introduction ............................................................................................................................. 3
3 Legal entity .............................................................................................................................. 3
4 Mission Statement ................................................................................................................... 3
5 Objectives and Aims ................................................................................................................ 3
6 Vision....................................................................................................................................... 4
7 Core Values ............................................................................................................................. 4
8 Commitment to Good Governance .......................................................................................... 5
9 Planning for 2021 .................................................................................................................... 6
Short-Term Focus - Plan for 2021 .............................................................................................. 6
10 How meetings are run .......................................................................................................... 7
10.1 Principles ...................................................................................................................... 7
10.2 Meetings ....................................................................................................................... 7
10.3 Notice, papers ............................................................................................................... 7
10.4 Proceedings at meetings ............................................................................................... 8
10.5 Decision-making ........................................................................................................... 8
10.6 Minutes of Meetings ..................................................................................................... 8
10.7 Attendance .................................................................................................................... 8
11 Agenda ................................................................................................................................. 9
12 Key Functions of the Board ................................................................................................. 9
13 The role of the Chairperson ................................................................................................. 9
14 The Role of the Treasurer .................................................................................................. 10
15 The Role of the Secretary .................................................................................................. 10
16 Board membership and terms ............................................................................................ 11
17 Review of Board Performance ........................................................................................... 12
18 Election to the board .......................................................................................................... 12
19 Induction of new Board members ...................................................................................... 14
20 Code of Conduct ................................................................................................................ 14
21 Conflict of Interest ............................................................................................................. 14
22 Expenses ............................................................................................................................ 14
1|Page23 Annual Compliance Checklist for Board ........................................................................... 16 24 Matters reserved to the Board ............................................................................................ 16 25 Terms of Reference for Sub-Committees .......................................................................... 17 26 Chief Executive Officer‟s responsibilities ......................................................................... 17 27 Arrangements for the Performance Review of staff member ............................................ 18 28 Role of the Auditors ........................................................................................................... 18 29 Legal advice ....................................................................................................................... 18 2|Page
2 INTRODUCTION
Welcome to Parkinson‟s Association of Ireland‟s Board Handbook.
This Handbook has been developed to assist existing and new Board members to understand
their role and the scope of their responsibilities.
Michael Burke
Chair of the Board
3 LEGAL ENTITY
The Parkinson‟s Association of Ireland is a Company Limited by Guarantee with no share capital,
and a registered charity. Our details are as follows:
Company Registration Number: 123532
Charity Regulatory Authority Number: 20028237
Charity Registration Number: 10816.
4 MISSION STATEMENT
To provide an environment of inclusion for people with Parkinson‟s and their families. To
identify and provide for the needs of our members within the Association. To advocate for
improved services and represent our members as one unified voice. Together against Parkinson‟s,
although we may shake in the wind, we stand tall like the Aspen tree, the symbol of the
Parkinson‟s Association of Ireland.
5 OBJECTIVES AND AIMS
Our Objectives and Aims
help and support patients and carers by developing a support network of branches
throughout the country
3|Page make information freely available to patients and their families through seminars,
magazines, information leaflets and meetings on a national and local level
facilitate easy access to all appropriate services for people with Parkinson‟s and to lobby to
improve those services
help establish a network of Parkinson‟s Disease Nurse Specialists within a
multidisciplinary setting, each in association with a neurologist and or a geriatrician.
provide support through our Freephone Helpline, 1800 359359, which is open from 9am to
7pm Monday to Thursday and 9am – 5pm Friday.
provide Information and advice from our Parkinson‟s Disease Nurse Specialist available
through our freephone helpline.
promote and encourage research into Parkinson‟s.
raise awareness through educating the public, health professionals and influencers, to give
a greater understanding and acceptance of Parkinson‟s.
6 VISION
To improve the quality of life for our members living with Parkinson‟s. To engage with
larger healthcare bodies, like the Health Service Executive, to advocate and deliver services
based on the needs of our members.
7 CORE VALUES
People are at the heart of everything that we do and this is enshrined in all of our values:
Integrity:
PAI is proud of what we do and how we do it. We behave responsibly with the
highest standards of integrity. Our work is informed by need and we operate to the
highest standards of governance being accountable to our members, funders and the
wider public.
Excellence:
PAI‟s commitment to excellence in the provision of services and corporate
governance drives our development and growth as we strive to attain the highest
4|Pagestandards in everything we do. We are results focused and operate with
independence in all areas of our work.
Leadership:
PAI is the leading influencer in shaping public policy and societal attitudes to
advance social inclusion for people with physical disabilities. We see beyond
boundaries and identify new approaches for an improved world for people with
Parkinson‟s disease.
Respect:
PAI is committed to a culture of mutual respect between members, staff and
volunteers. We listen with an open mind to what people have to say and value
their diversity and contributions.
Equality:
PAI believes in a fair and inclusive society. We work actively to ensure that
every person with a Parkinson disease in Ireland can achieve their right to an
independent life, with equal access to opportunities, services and supports within
their communities.
8 COMMITMENT TO GOOD GOVERNANCE
Parkinson‟s Association of Ireland recognises the value and importance of good standards in its
governance. It is committed, in both the letter and the spirit, to achieving and maintaining a high
standard of governance. It is committed to implementing the Charities Governance Code: its
Principles and Core Standards (details of these standards are in Appendix 1).
The overall role of the Board is to direct and control the organisation through collective decision
making.
The Board, act as a body, and their duties are normally carried out through Board meetings, and
subcommittee meetings where discussion takes place and decisions are made.
Individual directors have no authority to act on behalf of Parkinson‟s Association of Ireland,
outside of Board meetings, or sub Committee meetings, unless delegated to do so by the Board.
Part of the complexity of role for Board members is that many of them play multiple roles:
- Board member
- Officer and/or member of a Board subcommittee
5|Page- Actively involved at an operational level, working on developing and implementing
specific pieces of work to further the work and mission of the organisation
- Officer role at Branch level
In order to manage any confusion that might arise between these multiple roles Board members
will be clear about their Board role and responsibilities when at Board meetings.
9 PLANNING FOR 2021
The Board have agreed the following template for scoping out the main priorities and projects
for the year ahead
Parkinson’s Association – Board Project Plan template
Board Decision (as recorded Outcome (how the Board Person on the Board
in the minutes): will know when the project accountable (ensures the
is complete): work gets done):
Person(s) responsible (who Reports to the Board – Reports to the Chair:
does the work): frequency, format (written frequency and format
report at Board meetings, (written report at Board
email update, verbal) meetings, email update,
verbal)
Main phases: Key Tasks: Key dates:
Resources required:
SHORT-TERM FOCUS - PLAN FOR 2021
The following list of Priorities was agreed at the Board workshop on 8th March 2021
1) Services - expand Nurse Specialist Service
2) Board Development: recruit 7 new Board members, re-establish finance committee, establish
a fundraising committee and research and advocacy committee
3) Implement a regular/systematic, improved communications between the Board and Branches
through quarterly meetings (via zoom or similar online communication platform) between the
Board of Directors, the Chief Executive Officer, and the respective branch officers of Branches.
The following are further priorities but not yet ranked in order of priority
6|Page Achieve compliance with Financial Policies and Procedures - successfully implement
them, achieve uniformity of account reports from the Branches, and get a clean audit for
2020 from auditors.
Complete and comply with Governance compliance requirements i.e. Charities
Governance Code Compliance Check-list.
Secure Core Government funding in 2022 and do preliminary work in 2021.
Young People – develop a strategy to positively, proactively engage young people and
create a structure and leadership roles.
10 HOW MEETINGS ARE RUN
10.1 PRINCIPLES
The Board of Parkinson‟s Association of Ireland has adopted the following general principles:
The Board will operate on the principles of collective responsibility, support and respect
Normally, decisions will be taken by consensus
All decisions will be recorded
If a vote is necessary, the outcome of this will be recorded in the Board minutes
10.2 MEETINGS
The Board holds at least six (6) meetings in each year and such other meetings as may be
necessary for the performance of its functions
A quorum of at least two-thirds of Directors must be available and present for meetings to occur.
If circumstances demand it, The Chairperson Treasure or Secretary may convene an interim
meeting of the Board and waiver of the notice period is valid if agreed to by two thirds of the
Board. Similarly, a quorum of at least two-thirds of Directors must be available and present for
interim meetings to occur.
10.3 NOTICE, PAPERS
At seven (7) clear working days before any meeting of the Board, an agenda for the meeting
together with all papers required for discussion of the items on the agenda will be forwarded
(from the Company Secretary) by email and/or post on behalf of the Chairperson to every
member of the Board.
Papers will normally be circulated in advance of Board meetings and only on exception will be
they tabled a meeting itself, and then with the Chairperson‟s permission.
7|Page10.4 PROCEEDINGS AT MEETINGS
The Chairperson of the Board will, if he or she is present, be chairperson of the meeting
If the Chairperson is not present, or the office of the Chairperson is vacant, the members of the
Board who are present shall choose one of their number to be chairperson of the meeting.
10.5 DECISION-MAKING
Decisions by the Board will normally be made by consensus rather than by formal vote.
When a vote is taken, a decision will be by simple majority.
In the case of a tied vote, the Chairperson will have a casting vote in addition to his or her
original vote.
Failing consensus, decisions will be made by a vote when:
the Chairperson feels that there is a body of opinion among Board members at the Board
meeting which disagrees with a proposal or has expressed reservations about it and no
clear consensus has emerged; or
a Board member who is present requests that a vote be taken and this is supported by at
least one other Board member; or
the Chairperson feels that a vote is appropriate.
10.6 MINUTES OF MEETINGS
The Secretary will record names of Board members present and absent, and apologies for
absence, at a meeting of the Board in the minutes of the meeting.
Draft minutes of a meeting of the Board will be prepared by the Secretary, and will be circulated
in advance of each meeting, then verified by the Board members and signed by the Chairperson
at the subsequent meeting.
The names of members voting on any question at a meeting of the Board will be recorded in the
minutes of the meeting and the record will show which member(s) voted for and against that
question and which member(s) abstained.
When minutes of the meeting have been adopted and confirmed by the Board, it will not be in
order for any member of the Board to question their accuracy nor seek their amendment at
subsequent meetings.
10.7 ATTENDANCE
Besides the Board, the CEO will normally attend each meeting of the Board.
From time to time, the Board may meet without the CEO present.
8|Page11 AGENDA
The following are the standard items for Board meeting agendas:
Welcome from the Chair
Declarations of any conflict of interests
Minutes of the previous meeting – accuracy and matters arising
Report from Board Sub Committees and/or Working Groups
Charities Governance Code Compliance Check-List
Report from the CEO
Any other business
Date of next meeting
12 KEY FUNCTIONS OF THE BOARD
The Board of Directors role is to provide strategic direction, oversight and regulation.
The strategic direction of the Charity must be consistent with its Mission,
Vision, and Objectives, as outlined above.
Oversight and delegation of responsibility to sub-committees must be provided
by the Board of Directors.
The Board of Directors must commit to upholding the highest level of
compliance, as outlined by the Charities Regulator.
13 THE ROLE OF THE CHAIRPERSON
Overall responsibilities include:
Leading the Board of Parkinson‟s Association of Ireland to enable the organisation to
fulfill its purpose.
Act as spokesperson and figurehead as appropriate.
To ensure an effective relationship between the Board and CEO, and between the Board
and external stakeholders.
To supervise and support the CEO, and delegate specific task/responsibilities to them as
appropriate.
Specific responsibilities include:
Plan Board meetings and AGMs in advance, develop an agenda with the Secretary, and
with the CEO.
Chair meetings of the Board, which involves
9|Pageo A balance is struck between time-keeping and space for discussion
o Ensure there is clarity and agreement about decisions at board meetings
o Actions are followed up after Board meetings and report backs received at
subsequent meetings
Sign the annual accounts.
Sign the minutes of Board meetings.
Having a casting vote in the event of a tied vote.
14 THE ROLE OF THE TREASURER
Overall responsibilities include:
Oversee the financial affairs of Parkinson‟s Association of Ireland and ensure they are
legal, constitutional and within accepted accounting practice.
Ensure proper records are kept and that effective financial procedures are in place.
Monitor and report on the financial health of the organisation.
Oversee the production of necessary financial reports/returns, accounts and audits.
Specific responsibilities include:
Make other Board members aware of their financial obligations and take a lead in
interpreting financial data for them.
Report on a monthly basis the financial position at Board meetings (balance sheet, cash
flow etc).
Oversee the production of an annual budget and propose its adoption at the last meeting
of the previous financial year.
Ensure proper records are kept and that effective financial procedures and controls are in
place.
Lead on appointing and liaising with auditors.
15 THE ROLE OF THE SECRETARY
Overall Responsibilities include:
To ensure that Board meetings are properly administered.
To ensure other governance meetings, e.g. the AGM, are properly administered.
Specific Responsibilities include:
Plan and prepare the Board meetings and the AGM with others as appropriate.
o Planning meeting dates, booking rooms, sending out notifications, minutes and
other papers.
o Drawing up agendas together with the Chairperson and CEO.
Minute Board meetings or ensure that another minute taker is available.
10 | P a g e Accurately record decisions and actions in the minutes and report to the next Board
meeting on the progress of actions and the result of decisions.
Deal with correspondence, writing letters/emails as agreed at Board meetings,
summarising correspondence/emails received at the next Board meeting and drafting
replies as appropriate.
16 BOARD MEMBERSHIP AND TERMS
The members of the Board consist of:
Members of Parkinson‟s Association of Ireland
Others, appointed from time to time, because of their particular skills and expertise.
The Board of Directors membership must not discriminate in terms of geographic representation,
gender, sectoral and organisation representation. However, these parameters will not supersede
skill-set as favoured criteria for selecting potential candidates.
Performance:
The Chairperson is responsible for performing an annual review and evaluation of the
Board of Directors for the process. External facilitation may be used to evaluate Board
performance. The evaluation should explore the effectiveness of the Board as a whole
and the contribution of individual directors.
Tenure of Board Members:
A Director may serve for three (3) years. After which, each Director is entitled to submit
a formal request to extend their service on the board by three (3) further years. This
request will be reviewed by the Chairperson. A successful request allows the Director to
serve on the Board for another three years. Each Director is entitled to submit one (1)
formal request. Thus, any Director can serve a maximum of six (6) years.
In accordance with the Memorandum & Articles of Association of the Charity one third
of the Directors should retire by rotation every year, but may offer themselves for re-
election.
When existing directors are seeking re-election, the Chairperson should confirm to Board
members that, following formal performance evaluation, the individual‟s performance
continues to be effective and that the individual demonstrates commitment to the role.
Resignation from the Board of Directors:
11 | P a g eAny branch committee member wishing to resign during the calendar year must:
Make their desire to resign known to all serving Directors. Documentation of their
announcement must be noted in the minutes of the next Board of Directors meeting.
Ideally allow for a period of two (2) months or sixty (60) days from date of
announcement to date of formal resignation.
The resignation must be announced by the Chair at the next AGM.
17 REVIEW OF BOARD PERFORMANCE
The Board recognises the value to reviewing its own performance; to periodically ask the
questions „How are we doing?‟ and „Why am I here?‟
The kinds of issues that will be considered in the Review process include:
- For individual Board members:
o Have I attended meetings on a regular basis, been adequately prepared for
meetings, and contributed constructively to the discussions and decision making?
o Have I taken an active part in any sub-committee I am part of and completed and
tasks that were assigned to me?
o Do I have the necessary skills, knowledge and understanding of my role and
responsibilities and what if not where do I need support?
o Am I enjoying my role?
- For the Board as a whole:
o Having an open and honest conversation on „How are we doing as a Board and
what could we do differently to make us even better?‟
o Taking a step back and assessing how the day to day work of the Board has
furthered the Mission and identifying what needs to „Stop, Start, Continue‟ for the
coming year.
o Meetings are well run, allowing enough time for discussion and decision making.
o Agenda, papers and minutes are circulated promptly and in a format that helps the
Board to be effective.
The Board will set aside a special Review meeting once a year and may choose to have it
externally facilitated.
18 ELECTION TO THE BOARD
12 | P a g eProcedures for the Election of Officers to the Board. The Board of Directors will consist of up to
8 elected directors and up to 4 co-opted directors. The 8 elected directors shall be elected from a
group of persons nominated by members who are Ordinary and Honorary Members of The
Parkinson‟s of Ireland (see below). Appointments to the Board of Directors will be held at the
Annual General Meeting. The conduct of the elections will be overseen and adjudicated on by
the returning officer appointed by the Board of Directors (the “Returning Officer”).
The nomination process will be as follows:
The Parkinson‟s Association of Ireland/The Parkinson‟s Association of Ireland will
contact every Ordinary and Honorary Members (as defined in the document "Terms
of Membership") then on the register of members in order to provide them with
information on the forthcoming Board of Directors elections and the nomination
process. All Ordinary and Honorary Members then on the register will be sent
information via email in relation to the election including, but not limited to, the
number of board vacancies for elected Directors and the procedure for proposal of
candidates for nomination to the position of Director.
One member can be nominated from each branch.
All persons proposing and seconding candidates for nomination must be an Ordinary
or Honorary Member of The Parkinson‟s Association of Ireland.
All candidates must complete the a formal nomination form.
All nominations must be received within 7 days from notification.
Candidates are not allowed to propose themselves.
All nominated candidates to the Board of Directors must be endorsed by at least two
members of The Parkinson‟s Association of Ireland‟s Board of Directors at any point
prior to the drawing up the final ballot sheets for election.
Note: Should the AGM be delayed for any unforeseen circumstances, nominations will be
carried forward and there will be no second call for nominations for the year in question.
All received nominations forms are to be reviewed by the existing Board against the below listed
criteria.
Potential to make a material contribution to The Parkinson‟s Association of Ireland
and the general membership
Leadership skills
Communication skills
Teamwork skills
Relevant experience in outlined skill-set
The positions of Chair, Vice Chair, Treasurer, and Secretary are to be filled by the Board of
Directors and are subject annual ratification by the Board at the first Board meeting following
the AGM.
13 | P a g eNote: The Role of Chair must be filled by a Director with a minimum of one year experience
serving on the Board of Directors.
19 INDUCTION OF NEW BOARD MEMBERS
When a new Board member is appointed careful attention is given to ensure that are inducted
properly so that they can easily and quickly assume their role on the Board.
The briefing for the new Board member will include - what is going on in Parkinson‟s
Association of Ireland, recent key decisions, big challenges and long-term plans.
The process will include:
Meeting with the chairperson
Meeting with CEO
Copy of the Board Handbook
Copy of the latest Annual Accounts and Report to the AGM
Sample of at least 3 recent Board meeting minutes
Meeting with the Chair 3 months after their attendance at their first meeting to check-in
with them to see how they are getting on.
20 CODE OF CONDUCT
Please see Appendix 1.
21 CONFLICT OF INTEREST
Please see Appendix 2.
22 EXPENSES
In order to carry out the business of the Association from time to time, board members
may need to travel and/or incur some “out of pocket” expenses/subsistence costs such
as Office Supplies, IT Software, printing, accommodation and meals. All rates are
outlined in comprehensive detail in the financial policies and procedures and should
be referred to for further detail.
i. Claims and Reimbursement Procedure
14 | P a g eThe request, authorisation and claims procedures are as follows:
1. All claims must be submitted on the standard Cheque Requisition / Expense Claim Form
(Appendix 2 in financial policies and procedures) and within one month following the
month of being incurred.
2. Each claimant submits the Cheque Requisition / Expense Claim Form (Appendix 2 in
financial policies and procedures), which is then countersigned by the Board Treasurer
and further signed by the Board Chairperson or Secretary. The claimant cannot be one of
the approvers. If there is no other board member this needs to be sent for second sign off
to the CEO.
3. An official receipt or invoice is required for each item on the expense claim form bar for
millage where a google map distance calculator print is required.
ii. Responsibilities
Board Members are responsible for:
Adhering to the financial policies and procedures at all times when submitting
expense claims to PAI. This includes adhering to current rates and thresholds in place.
Seeking prior approval of expenses in advance of expenditure.
Claiming only for expenses incurred when undertaking activities on behalf of PAI.
Submitting claims in a timely manner. (see below)
Submitting all the necessary paperwork in order to make the claim including valid
receipts.
iii. Submission of a False or Exaggerated Claim
The submission of a false or exaggerated expenses claim is a serious matter which may lead to
disciplinary action up to and including dismissal.
iv. Timeframes for Claiming Expenses
Expenses should be claimed on a monthly basis as a rule. In exceptional circumstances where
this is not possible, a three-month claim period will be acceptable, apart from at the end of year –
see below. Any expense claims more than three months old will not be considered valid and will
not be paid.
The PAI runs its financial year from 1st January to 31st December. Previous year claims must
be made in full by the 15th January following the year end. Claims made after this time will not
be processed.
15 | P a g e23 ANNUAL COMPLIANCE CHECKLIST FOR BOARD
The following items will be scheduled by the Secretary for specific Board meetings throughout
the year.
Annual Budget prepared and approved by the end of January of the year in question.
Proper books of account are being maintained and submitted for Audit.
End of year accounts have been prepared and signed off by the end of September of every
year.
Annual General Meeting held by the end of November of the year in question.
Minute books contain proper minutes of all meetings.
Specific types and levels of insurance are presented to the Board of Directors for
approval annually at renewal time.
Annual Report, including Charity Governance Code Compliance Checklist submitted to
the Charities Regulatory Authority by the 31st of October of the year in question.
24 MATTERS RESERVED TO THE BOARD
The list of items to be reserved for the Board Consideration.
Significant acquisitions, disposals and retirements of assets.
Major investments and capital projects.
Treasury policy and risk management policies.
Authorisation of payments procedure.
Approval of terms of major contracts.
Approval of policies and procedures.
Policy of determination of senior management remuneration.
Approval of annual budgets and corporate plans.
Production and approval of annual reports and accounts.
Appointment, remuneration and assessment of performance of the Chief Executive
Officer. Pension policies and benefits of the Chief Executive Officer and staff.
Monitoring of the financial and operational activities of PAI.
Development of strategic plans
Approval of Service Level Agreements.
Approval of new staff positions.
Approval of Contracts with term exceeding one year or binding the Charity to financial
liability exceeding €20,000.
Approval of Borrowing Facilities.
Appointment/ Removal of Auditors.
16 | P a g e25 TERMS OF REFERENCE FOR SUB-COMMITTEES The Board has established three sub-committees to carry out a number of specific responsibilities. Each Subcommittee will have written terms of reference, which will include the following: Statement of purpose of the committee Decision making authority Frequency of reports back to the Board Meetings of subcommittees will be chaired, with appropriate minutes taken What constituted a forum The board are responsible for providing oversight, guidance, and support to the following sub- committees: Finance Sub-Committee Research & Advocacy Sub-Committee Fundraising Sub-Committee Note: Please refer to individual by-laws for respective sub-committees for further information regarding their terms of reference and scope. 26 CHIEF EXECUTIVE OFFICER’S RESPONSIBILITIES Parkinson‟s Association of Ireland employs a CEO whose role is to guide daily operational procedures of the organisation. His/her responsibilities include: Maintain facilities and operational processes. Maintain and agree rights and responsibilities for service users. Develop, activate and manage the culture of the PAI on a continuous basis. Budget planning for fiscal year. Contribute to the strategic plan. Ensure communication and support to the Board of Directors. Ensure communication and support to Regional Coordinators. 17 | P a g e
Represent PAI with external engagements when required.
Provide a monthly report to the Board of Directors.
27 ARRANGEMENTS FOR THE PERFORMANCE REVIEW OF
STAFF MEMBER
Parkinson‟s Association of Ireland has a system in place for annual review of performance of
staff. The outcome of the review is shared with the Board of Directors for final approval.
28 ROLE OF THE AUDITORS
Parkinson‟s Association of Ireland‟s auditors are Only Audit Limited, 7 Fairview Strand,
Ballybough, Dublin, D03 X9W6.
Their role is to do an annual review of the financial records to ensure that they are accurate,
comply with account standards, and are up to date, that we have good financial practices and
internal controls. Having completed their annual review, they produce a set of Audited accounts.
Board members have a right to query any matter with the Auditors.
29 LEGAL ADVICE
Parkinson‟s Association of Ireland has appointed McMahon & Company Solicitors, 15 Forster
Street, Galway City, Co. Galway as their legal advisors.
Appendix 1
Code of Conduct for Trustees of the Parkinson’s Association of Ireland
18 | P a g eBy reading this document and accepting the role of a charity trustee of the Parkinson‟s
Association of Ireland, all charity trustees agree to the following responsibilities:
General Conduct
Charity trustees are required to act with honesty and integrity and exercise good judgement
which may include seeking professional advice on appropriate matters on
which charity trustees do not have relevant expertise.
Charities trustees are required to act in the best interests of the charity at all times.
Independence
Charity trustees are required to act independently, particularly in relation to assets, property,
legal and regulatory obligations.
Charity trustees should conduct themselves with integrity and in a manner which does not
damage or undermine the reputation of the charity or its volunteers and employees. More
specifically charity trustees:
- should not place themselves under any financial or other obligation to outside
individuals or organisations that might seek to influence them in the performance
of their duties;
- must avoid actual impropriety and any appearance of improper behaviour.
Charity trustees must not act in order to gain financial or other benefits for themselves or for
any persons connected to them such as their family, their friends, or any organisation that
they own, manage or work for.
Charity trustees should avoid accepting gifts and hospitality that might reasonably be thought
to influence them in carrying out their role as charity trustee. Any gifts or hospitality
received in any connection to the Parkinson‟s Association of Ireland should not exceed the
value of €50 and should be declared to the Board.
Charity Trustee Roles
19 | P a g eCharity trustees should:
Understand and perform their roles and responsibilities to the best of their abilities at all
times.
Be prepared to provide adequate time and commitment as required to fulfil the role of charity
trustee, adequately preparing for meetings and participating in committees and special events
when required.
Board Meetings
Charity trustees should:
Aim to attend all meetings, contribute appropriately and effectively, and avoid dominating
the contributions of others.
Always respect the authority of the Chairperson of the board, and the Chairperson of any
meeting.
Bring a fair and open-minded view to all discussions of the board, maintain a respectful
balance between speaking and listening, treating different views with respect, and ensuring
that all decisions are made in the best interests of the charity.
Bring a genuinely independent perspective to enhance decision-making, given that charity
trustees share responsibility for board decisions.
Ensure their contributions are informed and impartial when presenting views on topics in
meetings while listening to and respecting the input and experience of other charity trustees.
Volunteers/Employees within the Charity
Charity trustees should:
Aim to support volunteers and employees in carrying out their duties and always, in terms of
their conduct, serve as an example of how everyone in the charity should conduct themselves
in order to reflect the values of the charity.
Work considerately and fairly with everyone in a way that respects diversity, different roles
and boundaries and avoids giving offence.
20 | P a g e Accept and respect the difference in roles between the board on the one hand and volunteers
and any employees on the other, ensuring that the board, volunteers and any employees work
effectively and cohesively for the benefit of the charity and develop a mutually supportive and
loyal relationship by:
- respecting management arrangements and avoiding any actions that might
undermine such arrangements;
- not interfering in the performance by volunteers or employees of duties delegated
to them within the charity while ensuring that volunteers and any employees
working for the charity are held to account through the manager/CEO, as
appropriate.
Legal Requirements and Policies
Charity trustees must:
Act in accordance with the charity‟s governing document and ensure that the charity
complies with all applicable laws including charity law, company law, health and safety law,
data protection law and employment law.
Promote and preserve the obligations of confidentiality about sensitive board matters.
However, the requirement for confidentiality may not apply if it becomes necessary for the
charity trustee to inform the Charities Regulator or any other statutory body about any matter,
which could threaten the future of the charity or could represent a breach of any law with
which the charity is required to comply.
Abide by the charity‟s conflict of interests or loyalties policy and ensure the charity‟s conflict
of interest register is completed and updated as required.
Abide by any equality, diversity, safeguarding, health and safety, bullying and harassment
policies and any other policies agreed by the board.
Ensure that claims for out of pocket expenses are made in accordance with agreed procedures.
Where a charity trustee is found to be in breach of the standards outlined by the board in its Code
of Conduct he or she will be asked to meet with the Chairperson of the board to assess his or her
21 | P a g esuitability for the role. Consistent breach of the Code of Conduct by a charity trustee may result in the trustee‟s tenure being terminated. The board of charity trustees should review this Code of Conduct for trustees at 3-year intervals or as appropriate. 22 | P a g e
Appendix 2: Parkinson’s Association of Ireland Conflict of interest policy 1. Purpose The purpose of this policy is to assist charity trustees and senior staff members of Parkinson‟s Association of Ireland to effectively identify, record and manage any conflicts of interest in order to protect the integrity of Parkinson‟s Association of Ireland and to ensure that the charity trustees act in the best interest of their charity. 2. Objective The Parkinson‟s Association of Ireland Board of Directors (referred to as the „board of charity trustees‟ in this policy) aims to ensure that the charity trustees and senior staff members are aware of their obligations to disclose any conflicts of interest that they may have, and to comply with this policy to ensure they effectively manage those conflicts of interest as representatives of Parkinson‟s Association of Ireland. 3. Scope This policy applies to the trustees of Parkinson‟s Association of Ireland and senior staff members (e.g. Chief Executive Officer). 4. Definition of conflicts of interests A conflict of interest is any situation in which a charity trustee‟s or senior staff members‟ personal interests or loyalties could, or could be seen to, prevent the charity trustee senior staff 23 | P a g e
member from deciding in the best interests of the charity. This personal interest may be direct or
indirect, and can include interests of a person connected to the charity trustee or senior staff
member.
These situations present the risk that a person will make a decision based on, or affected by,
these influences, rather than in the best interests of the charity and therefore must be managed
accordingly.
5. Policy
This policy has been developed because conflicts of interest commonly arise, and do not need to
present a problem to the charity if they are openly and effectively managed. It is the policy of the
Parkinson‟s Association of Ireland as well as a responsibility of its charity trustees and senior
staff members‟, that ethical, legal, financial or other conflicts of interest be avoided and that any
such conflicts (where they do arise) do not conflict with their obligations to Parkinson‟s
Association of Ireland
Parkinson‟s Association of Ireland will manage conflicts of interest by requiring charity trustees
and senior staff members‟ to:
avoid conflicts of interest where possible
identify and record any conflicts of interest
carefully manage any conflicts of interest, and
follow this policy and respond to any breaches.
5.1 Responsibility of the board of charity trustees
The board is responsible for:
establishing a system for identifying, disclosing and managing conflicts of interest across
the charity;
monitoring compliance with this policy; and
24 | P a g e reviewing this policy on an annual basis to ensure that the policy is operating effectively.
The charity trustees should ensure they are aware of their legal obligations in the management
and control of their charity and should refer to the Charities Regulator‟s „Guidance for Charity
Trustees‟ for further information on this – see their website www.charitiesregulator.ie
5.2 Identification and disclosure of conflicts of interest
Once an actual, potential or perceived conflict of interest is identified, it must be entered into the
Parkinson‟s Association of Ireland‟s register of interests, as well as being raised with the board
of charity trustees. The register of interests must be maintained by Jake McDonnell (Company
Secretary) and record all information related to a conflict of interest (including the nature and
extent of the conflict of interest and any steps taken to address it).
Confidentiality of disclosures
Access to the register of interests shall be restricted to primarily the Secretary and Chairperson of
the Board, and secondarily to the remaining trustees. Access to the register from the remaining
trustees must be sought from the Secretary or Chairperson of the Board, with satisfactory
reasoning for doing so.
6. Action required for management of conflicts of interest
6.1 Conflicts of interest of members of the board of charity trustees
Once the conflict of interest has been appropriately disclosed, the board of charity trustees
(excluding the disclosing charity trustee or senior staff member and any other conflicted person)
must decide whether or not a conflicted charity trustee should:
vote on the matter,
participate in any debate, or
be present in the room during the debate and the voting.
25 | P a g eIn exceptional circumstances, such as where a conflict is very significant or likely to prevent a
charity trustee or senior staff member from regularly participating in discussions, it may be
worth the board of charity trustees considering whether it is appropriate for the person with the
relevant conflict to resign from the board of charity trustees or their position as senior staff
member.
6.2 What should be considered when deciding what action to take
In deciding what approach to take, the board of charity trustees will consider whether the
conflict needs to be avoided or simply documented
whether the conflict will realistically impair the disclosing person‟s capacity to
impartially participate in decision-making
alternative options to avoid the conflict
the charity‟s objects and resources, and
the possibility of creating an appearance of improper conduct that might impair
confidence in, or the reputation of, the charity.
The approval of any action requires the agreement of at least a majority of the board of charity
trustees (excluding any conflicted charity trustee) who are present and voting (if applicable) at
the meeting. All details regarding the conflict of interest, including the action arising, will be
recorded in the minutes of the meeting.
7. Compliance with this policy
If the board of charity trustees has a reason to believe that a person subject to this policy has
failed to comply with it, it will investigate the circumstances.
If it is found that this person has failed to disclose a conflict of interest, the board of charity
trustees may take action against the person. This may include seeking the person‟s resignation
from the charity.
26 | P a g eIf a person suspects that a charity trustee or senior staff member has failed to disclose a conflict of interest, they must, discuss with the person in question, in addition to notifying the board of charity trustees and the person responsible for maintaining the register of interests. Contacts For questions about this policy, contact the board of charity trustees or Jake McDonnell (Company Secretary) by email at jakebod@parkinsons.ie. 27 | P a g e
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