IBI Governance, Management and Leadership. Roles and Responsibilities and Accountabilities.
Introduction and overarching values:
In fulfilling the IBI mission the Board recognizes that under God the work of management and staff is the critical even decisive factor for IBI’s success. This paper recognizes the essential range of individual initiative and gifting of both management and staff and does not seek to be prescriptive for each situation but rather provide a framework where individual gifting and initiative can thrive. The values of IBIs Governance code are the biblical values of truth, high standards, hard work, selflessness, forgiveness and love.
1. ROLES RESPONSIBILITIES AND ACCOUNTABILITIES
The Board’s role is to provide overarching oversight, strategic vision and accountability so that IBIs mission is achieved in an effective sustainable manner.
In fulfilling this role the Board will:
set the aims of IBI and work with the Principal and IBI community to turn these aims into a strategy which reflects the timelines and operational cycle of IBI
set and approve policies which operate as effective boundaries within which this strategy may be achieved. These cover all the legal and corporate responsibilities of the Board and will include, for example, financial resource, human resource and student support policies
monitor progress and authorize corrective action
ensure that effective connections with external stakeholders and donors are maintained. These include supporting churches, trusts and other bodies with a legitimate interest in IBIs mission
The Board has unambiguous responsibility and legal authority within the IBI constitutional documents (Memorandum and Articles of Association) to act as it decides for the benefit of the IBI Community, its management, staff and students.
The Board is accountable to ensure that IBI acts within the laws of Ireland and within its own constitutional documents. As a registered charity IBI is responsible to be open, transparent and accountable to legal authorities and the public according to this framework. The Board also a wider accountability to our church stakeholders, donors and funders to meet not just legal responsibilities but to ensure donations are being expended for the purposes for which they are intended. To this end IBI will publish details of its governance arrangements and finances on its website: www.ibi.ie
The duties of a company Director and a company Secretary are set out in Irish common law and in Irish legislation. The members of the Board of IBI will comply with these legally recognised duties. These include law in connection with but not limited to for example human resources, data protection, health and safety.
As IBI is an academic institution it is important in fulfilling these roles that the Board must have regard to the principles of academic freedom and quality standards. The Board will therefore ensure that structures are put in place which recognize these principles complementing those of effectiveness and sustainability.
Board membership and Sub committees
Individual Board Members must be committed to the agreed collective mission and strategy of IBI. Board Recruitment, development and retirement policies are in place for Board members. The Board’s authority and responsibility is on a collective not an individual member basis. While members do of course bring their backgrounds and experience with them, they are on the Board in an individual basis and not representing any particular organization or interest. Members should be forthright in bringing their views and experience to bear on the work and decisions of the Board and in being “critical friends” so as to avoid the risks of “groupthink” which has undermined many Boards in the past. But once Board decisions have been made, individual members will abide by and support those decisions. Board minutes may record individual disagreement with Board decisions if requested. The Board may appoint sub committees from time to time to assist it in its work. The sub committees may make recommendations but final decisions must be ratified by the Board. The Board may also from time to time request the Chairman or other members to undertake a particular function or action on its behalf but this action or function will always be subject to the final authority and decision of the Board.
1.2 THE CHAIR AND SECRETARY AND MEETING OF THE BOARD
The Secretary to Board has a dotted line reporting relationship to the Board and Chairman and is expected to exercise independent judgment providing the necessary checks and balances to ensure the Board is informed on legal and compliance matters which may result in significant risk to IBI. The Secretary will be responsible for the process of developing the Agenda for Board meetings, maintaining the minutes of the Board, and record of actions and relevant correspondence. The Secretary will fulfil all legal obligations of a Company Secretary as set out in legislation and the Articles of Association of IBI.
The Chair of the Board has a role to ensure the Board behaves consistently with its rules and policies, its Articles of Association and other legal obligations. The Chair will ensure discussions and decisions are relevant, fair and given the appropriate time.
1.3 THE PRINCIPAL
The Principal is the chief officer of IBI and is responsible for and must manage and direct IBI and its staff in academic, administrative, financial, personnel and other activities and for those purposes has such delegated powers as are necessary or expedient. He/she has responsibility for fundraising activities, funding applications and contact with funders. He/she is the recognised spokesperson for IBI especially in speaking to media and for external communications. He/she is entitled to be a member of all committees established in IBI save as specifically determined by the Board. In discharging their functions he/she will have regard to expertise and functions of other officers notwithstanding their own overall responsibility.
The Principal is unambiguously accountable to the Board for the discharge of his/her functions, for carrying out the strategy and plans approved by the Board and for doing this in a manner which adheres to the policies set by the Board.
Once he/she operates within this framework the Board recognizes that the Principal must have freedom to act so as to be effective. The Board will therefore not participate in the day to day management of IBI save as may be required in exceptional circumstances.
1.4 THE BURSAR
The Bursar is the chief financial officer of IBI and contributes to the functioning of IBI by his/her specific expertise on financial and resource matters. This role has a responsibility of trust and discretion with autonomy set by policies approved by the Board. The Bursar will be responsible for the production of regular financial reports which will enable the Board to carry out its planning and monitoring and stewardship roles. In the normal discharge of his/her functions the Bursar reports to the Principal.
1.5 THE DIRECTOR OF LEARNING AND ACADEMIC COMMITTEE
The Director of Learning is the chief academic officer of IBI. Subject to the strategy and financial constraint determined by the Board, the Director of Learning shall be responsible for the collegiate academic process and integrity of IBI’s programme of study, curriculum, instruction and education and for the delivery and maintenance of academic quality standards. In the normal discharge of his/her functions, the Director of Learning reports to the Principal.
1.6 THE MANAGEMENT TEAM
In discharging his functions the Principal is supported by the expertise and commitment of the management team which includes the Director of Learning and the Bursar. The team will meet regularly and collegially to plan, manage, direct and control the work of IBI on an ongoing basis.
1.7 THE STAFF
Each member of staff is allocated tasks in accordance with their contract and is responsible to the Principal for the effective discharge of their tasks.
1.8 DECISION MAKING
The Board will seek to make decisions by consensus. If consensus is not reached then a simple majority vote can be used.
A Standing sub committee of the Board will be authorized by the Board to take decisions that are unavoidably required between board meetings. As with all other sub committees, all such decisions will be subject to ratification by the full Board at the following board meeting.
1.9 CODE OF CONDUCT
The Board and each Board member is expected to adhere to standards of behaviour as set out in the code of conduct.
Each board member will:
at all times respect Board confidentiality
promote the work of IBI and its reputation
do nothing that may damage the reputation of IBI, or act in a way that conflicts with the interests and values of IBI
act in fairness, by showing the same ethical standards to every person and situationshow respect to others and their opinions
attend Board meetings regularly, be prepared for meetings, familiarise themselves with policies, ensure they are sufficiently informed before making a decision
act in a way that respects the Principals authority
not attempt to influence or exercise authority over IBI, the Principal or other staff members
bring to the attention of the Chair or Secretary any non-compliance with IBI’s policies, values and Memorandum and Articles of Association
if in receipt of a gift as a consequence of their involvement with IBI, will receive the gift on behalf of IBI and will pass it to the Bursar who will formally acknowledge the gift
disclose to the Chair or Company Secretary any potential conflict of interest on matters to be discussed/decided at a meeting, and be willing to step out of a meeting while a matter is being discussed/decided
not use their position to obtain employment with IBI for themselves or a relative or other person
disclose to the Company Secretary any relevant interest as set out in 2.10
1.10 DISCLOSURE OF INTERESTS
Each board member will notify the Company Secretary of any relevant interest, or changes in these interests, for example other company directorships, any interest in an organisation trading with or benefiting from IBI, any interest in the accrediting academic institution or any relationship with a staff member or beneficiary. The Company Secretary will maintain a register of such interests. If the Board considers there is a conflict of interest then the Board member may be asked to step down as a director.