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Progress Made on Governance

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By Anne Vincent, FCIA

Non-profit organizations like the CIA depend on volunteer boards of directors to set direction, guide them towards fulfilment of their missions and objectives, and account to a spectrum of stakeholders including members, donors, funders, clients and the public. Effective governance of these organizations is clearly in the public interest.

Governance is a process of providing strategic leadership by setting direction, making decisions, overseeing and monitoring organizational performance, and ensuring accountability.

The CIA governance model has been reviewed and updated from time to time. The last major update was in 2000 when the current board and council structure was put in place. As part of its monitoring duties, in 2010 the Board created a task force charged with identifying potential improvements to the governance model and practices. Assisted by a consultant, the task force reviewed aspects of the model including the Board’s structure, composition, practices and decision-making authority.

The task force concluded that the governance model and practices were effective but improvements could be made. It provided a report to the Board summarizing its recommendations aimed at improving the Institute’s governance best practices. Below is an outline of actions undertaken by the Board to implement some of those recommendations.

Board Structure and Composition

The Board created a Risk Management Committee to assist it in its governance role by recommending and maintaining a risk management framework for the CIA. This will help guide the Board’s strategic direction and the CIA’s ongoing operations through the management of key risks.

The Board has also initiated the steps required to amend the Bylaws to grant it the required authority to remove one of its members from office in exceptional circumstances. Further details will be provided to the membership in the coming weeks.

Board Practices

A number of Board practices have changed:
  • A policy on observer and invited guest attendance at Board meetings was adopted earlier this year (see here);
  • A code of conduct for Board members is being drafted and should be finalized this year;
  • An in-camera session is held at the end of each Board meeting, when only the elected Board members participate;
  • The Board orientation session, held once a year, has been augmented from one to three hours and the orientation package provided to Board members has been expanded to include the CIA strategic plan and annual operating plan and a summary of strategic issues facing the organization in the up-coming year and beyond; and
  • A self-assessment mechanism was created to measure performance at each Board meeting, as well as on an annual basis.
The full report of the Task Force on Governance can be found here.

This article has been prepared by the Task Force on Governance. Please do not hesitate to contact any of its members listed on the CIA website if you have any comments or questions on the above text.

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