Governance Manuals – Design your rules like a movie trailer

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Broad enough to cover the main bits; small enough to keep people’s interest

Recently, we’ve been asked to review the Governance Manuals and Standing Orders for several non-profit Boards.  Not all organisations have them, but they can form a useful bridge between what you must do (as stated in your constitution document) and what you choose to do, to help things run smoothly, and to support boardroom effectiveness.  The secret is to keep them as brief as possible, so that people read them and remember them.  Ensure sections aren’t repeated unnecessarily, as this risks losing the reader’s attention. 

What should a Governance Manual include?

If you decide to have a Governance Manual, it can be a very helpful induction tool, as well as providing a reminder to experienced Board members, as it often includes:

  • Fundamental building blocks – constitution document, strategic plan, business plan, risk register
  • Role descriptions – for the board, board members, chair, CEO, company secretary 
  • Terms of Reference for committees, eg Audit & Risk, Nominations & Remuneration
  • Key policies at board level, eg Conflicts of Interest, Gifts & Hospitality
  • Schedule of Matters Reserved to the Board, Scheme of Delegation, Process for Urgent Decisions
  • Board Code of Conduct, processes for board recruitment, induction, development, review
  • Governance action plan, board training plan

If you decide instead to develop a set of Standing Orders, what goes into them?  A brief set might include:

  • Terms of reference for the board
  • Processes for meetings, including quorum (if the constitution allows for board decision on this)
  • Conduct of meetings, members, delegated groups
  • Processes for appointment of leaders and office bearers
  • Delegated authorities
  • Processes for amending the Standing Orders

Bear in mind that most non-profit boards rely on people giving their time to the role without payment.  If we want to keep them motivated and engaged, we need to provide them with useful guidance but, like fabulous movie trailer, keep it brief!



Greats news! Applications are now open for our accredited course – Boardroom Leadership in the 21st Century. In response to demand from clients over the years, Leading Governance Ltd is delighted to offer this unique accredited course for Board Members, which will be delivered by Zoom from January to April 2022. Apply here.



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