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The Code of Governance

Principles of Good Governance


Principle 1.

Provide good and effective governance. We do this by:

  1. Understanding our roles and responsibilities;
  2. Agreeing our vision, purpose and values and making sure that they remain relevant;
  3. Developing, resourcing, monitoring and evaluating a plan to make sure that our organization achieves its stated purpose.
  4. Managing, supporting and holding to account staff, volunteers and all who act on behalf of the organization.

Principle 2.

Exercising control over our organization. We do this by:

  1. Identifying and complying with all relevant legal and regulatory requirements;
  2. Making sure that there are appropriate internal financial and management controls;
  3. Monitoring progress and spending against plan and budget and reviewing ;
  4. Identifying major risks for our organization and deciding ways of managing the risks.

Principle 3.

Being transparent and accountable. We do this by:

  1. Acting according to high ethical sdardards;
  2. Identifying those who have a legitimate interest in the work of our organization (stakeholders) and making sure that there is regular and effective communication with them about our organization;
  3. Responding to stakeholders’ questions or views about the work of our organization and how we run it;
  4. Encouraging and enabling the engagement of those who benefit from our organization in the planning and decision-making of the organization.

Principle 4.

Working effectively. We do this by:

  1. Making sure that our governing body, individual board members, committees, staff and volunteers understand their: role, legal duties, and delegated responsibility for decision-making.
  2. Making sure that as a board we exercise our collective responsibility through board meetings that are efficient and effective.
  3. Making sure that there is suitable board recruitment, development and retirement processes in place.
  4. Giving motivation to young volunteers to become a board members.

Principle 5.

Behaving with integrity. We do this by:

  1. Open communications, informing people about the organization and its work;
  2. Being honest, fair and independent;
  3. Understanding, declaring and managing conflicts of interest and conflicts of loyalties;
  4. Listening and responding to the views of supporters, funders, beneficiaries, service users and others with an interest in the organization’s work.
  5. Protecting and promoting our organization’s reputation.

We confirm that our organisation is committed to the standards outlined in these principles. We commit to reviewing our organisational practice against the recommended actions for each principle every year.


  1. Functions, Roles, and Responsibilities of a Leadership Team


Board Member Criteria

  • Has time to invest in meetings & representation;
  • Believes in mission and goals;
  • Understands and accepts legal responsibilities;
  • Has a skill, talent, or access to resources of benefit;
  • Has a passion for the people the agency serves;
  • Understands basic financial reports such as budgets, balance;
  • sheets, profit & loss statements;
  • Likes to work on a team;
  • Will work for the agency without expectation of reward;
  • Has solid educational Base;
  • Length of service on Association is more than 2 years;
  • Involvement in Voluntary Family Planning Work is solid and effective;

Current Professional /Government/Socio Civic Appointments is advantage.

 Responsibilities (job description) of Board 

  • Determine mission and vision and prominent strategic plan;
  • Hire/fire, evaluate, support the Executive Director;
  • Develop policies governing staff management;
  • Ensure effective organizational planning;
  • Ensure adequate financial base;
  • Ensure integrity of financial operations;
  • Periodically review agency compliance with mission and values statements;
  • Evaluate the work of ED and make written appraisal.
  • Maintain records of board activities and decisions;
  • Represent agency to constituencies;
  • Assess its own performance
  • Governing Body Members and senior staff complete a conflict of interest declaration annually and are these reviewed by the Governing Body regularly
  • To Insure diversity of the board by actively trying to involve young in its Governing Body; ( the person is able to become members of the governing body, if she/he is volunteer of the organization at least 1 year)
  • Governing Body should be composed of individuals with a diverse set of skills, backgrounds and experiences;
  • the representative of the governing body of the Association “HERA-XXI” are volunteers and they can’t apply for any paid position within the Association, unless they have tendered their resignation and at least 6 months has passed;

The governing body should be composed at least 50% of women and 20% young people below the age 25.


Structure of Governing Body/Board  

  • President
  • Vice-Chair
  • Secretary
  • Treasurer
  • Branch representative

Role/Responsibility of the President

  • Manages Board and Board members meetings;
  • Maintains meeting discipline of time, agenda, and facilitates decision-making;
  • Appoints all Committee Chairs;
  • Assists the Executive Director (staff) with agenda development;
  • Oversees process of hiring a new Director;
  • Coordinates Board self-assessment;
  • Acts as spokesperson or the agency;
  • Consults with Board members on their performance
  • Decides the accessibility on Board meeting essential documents together with Board

Role/Responsibility of the Vice President


  • Understands the responsibilities of the Board Chair and is willing and able to perform these duties in the absence of the chair;
  • Serves on Board Meetings;
  • Carries out special assignments as requested by the Chair;

Role/Responsibility of the Treasurer

  • Serves as financial consultant and is a watchdog in financial management field;
  • Works with the Executive Director and Chief Financial Officer (staff) to ensure reports are accurate & clear;
  • Assists with preparation of the annual budget;
  • Reviews annual audits and answers Board questions

Role/Responsibility of the Secretary

  • Prepare documentary agendas;
  • Maintains & ensures accuracy of all board records;
  • Provides meeting notices;
  • Reviews Board minutes, assists in preparation if needed;
  • Maintains communication among Board members;
  • Serves on Board Meetings;

Role/Responsibility of the Branch representative


  • Ensure the branch voice, needs is heard and met at the Board Meetings;
  • Serves on Board Meetings

 Effectiveness of Board

  • Ensure all board members know their responsibilities;
  • Set meetings a year in advance;
  • Start on time or as soon as a quorum is present;
  • Keep accurate, concise minutes;
  • Develop a standard agenda;
  • Maintain discipline, encourage participation;


Governing Body Responsibilities in General:


Operates at a policy (governance) versus operational (management) level by establishing policies that guide the association to run: Effectively; Legally; Ethically;

  • Ensures development of a multiple-year strategic plan that is updated every 5 years;
  • Links meeting agendas and decisions directly to the strategic plan;
  • Ensures that all components of the association are charged appropriately and are working in alignment toward implementation of the strategic plan;

Ensures the financial integrity of the association

  • Setting financial policies tied to programmatic goals;
  • Developing and approving an annual budget linked to the strategic plan;
  • Monitoring financial outcomes and performance;
  • Viewing finances and resource mobilization sustainability perspectives;

Ensures that individual board members participate responsibly by committing the necessary   time and coming to meetings well-prepared;

  • Doing appropriate board-level work between meetings;
  • Keeping politics in perspective;
  • Supporting board decisions and association policies to members

Operates as a high-performing team by

  • Working effectively together;
  • Solving problems effectively;
  • Getting results;

Maintains a strong partnership with the chief staff executive by

  • Setting guidelines for authority, responsibility, and accountability;
  • Nurturing open, frequent, and honest communication in both directions;
  • Providing a mutually supportive environment;

Evaluates each of these on an annual basis:

  • Association policies;
  • Financial performance;
  • The staff executive;
  • Board performance;
  • Performance of all components of the organization


  • Experience in strategic planning and execution;
  • Knowledge of contracting, negotiating, and change management;
  • Skill in examining and re-engineering operations and procedures;
  • Experience in formulating policy and developing and implementing new strategies and procedures
  • Ability to develop financial plans and manage resources;
  • Ability to analyze and interpret financial data;
  • Knowledge of public relations principles and practices;
  • Knowledge of communication and public relation techniques;
  • Ability to develop and deliver presentations;
  • Ability to identify and secure funding/revenue sources;
  • Professional written and verbal communication skills;
  • Ability to communicate and interact with officials at all levels of government and to work effectively with a wide range of constituencies in a diverse community;
  • Ability to motivate teams and simultaneously manage several projects
  1. The Board and the Exhaustive Director Relationship


The Board’s obligations to the ED include:

  • Compensation, benefits, and a working atmosphere that make the ED’s position attractive to the best possible candidates;
  • A clear duty statement and performance goals;
  • Regular formal performance reviews;
  • Constructive informal feedback on job performance;
  • Rewards for tasks well done; and
  • Prompt and thoughtful response to request for guidance or assistance.

The ED’s obligations to the Board include :

  • Commitment to the organisation’s mission and sensitivity to the communities it serves;
  • Responsible performance of fundamental organisational and administrative tasks;
  • An administrative structure and decision-making mechanism that promote a productive working atmosphere and effective staff relations;
  • Thorough and timely communication with the Board on financial and administrative matters;
  • Effective representation of the organisation in the community and commitment to enhancing its public image; and
  • Prompt and thoughtful response to Board member’s requests for information.

Adopted 08.06.2007

Reviewed on 20.03.2008 Governing Body Responsibilities in General amended

Reviewed on 07.05.2012


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