Board Committees will be set up by the Board. Membership will be agreed at Board level. Each Committee is to support the Board of Directors by:
- Offering objective advice
- Ensuring that the Society is managed in accordance with standards of good practice
- Specific terms of references are required for each group
- The conduct of committee work
- meetings could be held as required or discussion could be conducted by email correspondence
- minutes shall be taken at meetings and submitted to the Board prior to each Board Meeting.
- The Chairperson of Coeliac Society is a member ex-officio of all Board Committees and attends meetings as required. Notice will be given in advance to the Chair of the Board Committee
- Membership of Board Committees will include:
- At least one director who will be Chair
- CSI Staff member if relevant nominated by CEO
- A volunteer can be a member of a Committee (refer Governance Committee)
- A Director can be a member of more than 1 Board Committee
Finance and Internal Audit Committee
Definition: The finance & internal audit committee advises the Board with regard to all financial matters.
Terms of Reference
- Ensure Annual Audit Report is prepared in line with FRS102 Charity SORP
- Preparation of Annual Budget
- Evaluation of management accounts and budget at its meetings
- Reviews and make recommendations with regard to items of significant expenditure
- Analyse new business from a financial perspective
- Review of Financial policies
- Undertake annual risk review
- Advise Board of action required arising from Audit Report
- Appraisal of performance of CSI external auditors
- Update the financial accounts reserves policy
- Analysis of short & long term investment strategy
- GDPR awareness and policies
- Treasurer (Chair)
- Director 2 (required and currently vacant)
- Director 3 (required and currently vacant)
- CSI Finance Manager (No longer have this role in the office)
HR & Remuneration Committee
Definition: The role of the committee is to advise on the charity’s overall Human Resources (HR) strategy and plan, advise and assist with implementation of the plan and ensure there is transparency regarding society’s HR & remuneration practices and policies.
Terms of Reference
- Responsible for overseeing hiring process to appoint the Charity’s CEO as required; advertising role (selecting third party to assist if required), shortlisting appropriate candidates, conducting and coordinating the interview process with relevant board members, making final recommendations to the board including appropriate remuneration package.
- Oversee and conduct the performance review process for the CEO annually (to include 360 feedback from board members and staff) bringing any feedback and recommendations back to the board in relation to role, responsibilities or remuneration issues and changes.
- Review of the Charity’s Human Resource strategy and plan and support the CEO in implementing changes, key elements to include;
- Review of current outsource partner to ensure their goals are aligned to the society’s goals and the society is getting value for money in terms of fees paid versus services provided.
- Ensure all employment policies are current and up to date (working with outsource partner to achieve this).
- Review impact of GDPR changes as it relates to HR and employee information held by the society and it’s outsource partners and ensuring correct guidelines are in place and being followed.
- Review of employment practices and recommend changes in particular; performance management and development planning and feedback mechanism for all employees (staff survey).
- Review of reward and remuneration and terms and conditions for all employees (carry out benchmarking if appropriate data is available). Agree pay award changes and adjustments if appropriate and required, within budget and in line with the governance of the society.
- Advice and assist with Employee Relations issues should they arise and the HR outsource partner is not able to assist. Share issues that arise with other board members if required and appropriate.
- HR Advisory Board Member (required and currently vacant)
- Volunteer committee Member (Tracey Dollard)
- Coeliac Society CEO (in relation to non-executive staff matters)
The committee will meet (whether in person or on the phone) once per quarter in line with board meeting dates. If it is not necessary to meet, any updates will or can be sent via email to the group. Email updates and communication may be required in between times.
The role of the Committee is to ensure the Board employs and practices the highest standards of corporate governance which will demonstrate transparency as to how the Organisation is run, as well as contributing to managing risks to the organisation, achieving goals and optimising the use of resources.
The Committee must ensure that Directors must be aware of the concepts of code of conduct, confidentiality, conflict of loyalty and conflict of interests in regards to the Coeliac Society of Ireland.
Terms of Reference
- Review Code of Conduct for Board Members annually.
- Ensure all Directors and members of the Committees review and sign Code of Conduct annually
- Ensure that all board members are fully aware of the responsibilities associated with their role and receive adequate induction and training opportunities.
- Recruit legal advisor to the board for on-going advice in fulfilling board responsibilities
- Review ‘Policy for Recruitment of Members to the Board of Directors’ biannually
- Implement process for succession planning for Officers posts on the Board
- Carryout skills audit of the board members, identify skill gaps, training needs and look to recruit where necessary
- Schedule and undertake a yearly review of board processes, the terms of reference and membership of sub-committees
- Assist CEO with strategy development and performance review 2019 – 2022
- Review and update Directors Handbook annually
- Assist CEO carry out annual review of Code of Governance
- Ensure Annual Report is submitted to the CRA’s Register of Charities
- Vice Chair (currently vacant)
- Company Secretary
- Non Board Committee Representative/s
The committee will meet twice a year. Additional meetings can be held if required.
Member Engagement Committee
To engage and involve members of the CSI to better understand their needs and wants from the organisation, to provide a communications channel from the membership of the CSI to the Board and vice versa.
Terms of Reference
- To provide a more relevant and interactive way of engaging with the members
- To understand member needs in a more structured and more consistent basis
- To communicate the role and function of the CSI to the membership base, what is in its remit and what falls beyond the remit and/or resources.
- Investigate whether there are enough support groups and identify any gaps and potential ambassadors
- Understand how we can communicate more effectively in todays interconnected world
- Director for volunteers
To provide advice to the Board, oversight on behalf of the Board, and to provide advice and support to the Executive in matters pertaining to the management of the ICT infrastructure and services and the strategic decisions on ICT for the Society.
Terms of Reference
The committee’ s responsibilities include, but are not necessarily limited to, the following:
- Contribute to and approve strategic ICT and Digital engagement plans which align with the Board’s Strategic plan and Society’s priorities.
- Identify, consider and approve strategic ICT initiatives aimed at delivering effective services for members and staff.
- Review and bring forward to Board for approval proposed ICT investments which align to strategic and operational priorities.
- Advise on maximising the benefits and protecting the Society’s investment in ICT.
Project and Operational
- Advise the Society to identify and prioritise ICT and Digital engagement projects.
- Advise the Society to develop development and project management methods appropriate to ICT projects.
- Establish and monitor project management governance structures aimed at ensuring effective investment decisions and increasing project success.
- Receive progress reports and consider recommendations of project governance bodies and ICT partners which impact scope, cost, quality or timescale of deliverables.
- Advise the Society to develop an understanding of the hardware, software and potential ICT partners available for ICT purposes.
- Advise the Society during the tender process for IT partners and during project implementation.
- Advise on the development of policies relating to ICT within the Society (e.g. data protection, back up strategy).
Risk and Compliance
- Advise on ICT related risks and risk mitigation plans.
- Ensure Strategic risks are recorded on the Society risk register.
- Advise on and monitor effectiveness of ICT-related policies and procedures.
- Advise and review the Society’s approach to Data Protection and GDPR compliance.
- Advise the Society on Cyber-Security practices and Data Breach incident management.
- ICT Director (Chair and Secretary)
- Member of the Society staff with principal responsibility for ICT operational matters.
- Board Director or Society Member with relevant subject matter knowledge and experience.
Additional staff members or Society members may be invited to attend meetings to offer advice, assistance or to update the Committee on matters of relevance or areas of expertise. Invited participants are not deemed to be co-opted members, therefore do not count towards establishing a meeting quorum.
- Minimum of two meetings to be held per year, with one meeting to occur ahead of the Annual General Meeting with a principal focus on progress on strategic deliverables and priorities for the remainder of the year; one to be held before the end of the Financial year with a principal focus on ICT risk management and compliance. Additional meetings may be scheduled at any time by any member of the Committee or at the request of the Board.
- A Quorum exists when at least three members are participating, to include one ex-officio member, provided there is at least one member of staff and one member of Board among the participants. In the absence of the Chair, the role of Chair and Secretary shall fall to a participating Board Director.
- Meetings may take place virtually by telephone or video conference, or in-person. Adequate notice shall be provided and meetings should be timed to maximise participation.
- Minutes shall be prepared and circulated to members within 2 weeks of the meeting date for review and correction. In the absence of any identified corrections within a further period of 1 week, the minutes will be forwarded for noting at the Board meeting.
Food Advisory Committee
To provide the Society with expert insight into the food, beverage, food services and hospitality sector. The advocacy subcommittee seeks to offer meaningful advice on gaining maximum benefit from the Charity’s activities in these fields of activity.
Terms of Reference
- Help the Society develop an understanding of the hospitality, food, and food retail sector – structure, drivers, and networks.
- Engage with all stakeholders on behalf of the Society with a view to developing its networks in the food and food manufacturing sector.
- Advise on maximising the benefits from the Society’s activities in the food sector through practical methodologies based on International best practice.
- Advise on the development of policies, strategies, and opportunities relating to the food, beverage, food services and hospitality sector.
- Offer insights and present R&D opportunities which may assist in developing new ideas, concepts and present details of prior commercial/ business successes to interested third parties.
- Aim to ensure a sufficient level of healthy, nutritious foods and beverages are broadly available for Coeliacs. The advocacy group desires that Coeliacs are offered healthful and sustaining fare through proportionate and common sense steps and procedures; commensurate with the event/ opportunity at hand.
- Director (Chair)
- Food Manager
- Representatives from retailers, caterers, manufacturers, regulators, the education sector, and support groups, as required.
Clinical Advisory Committee
To provide the Society with Expert insight into health issues relating to coeliac disease and the other gluten-sensitive conditions; to advise the Society on related policies, guidelines and activities.
Terms of Reference
- Help the Society develop a better understanding of health issues related to coeliac disease
- Provide advice to the Society’s Board of Directors on the clinical management of the disease, on the relevant services provided by the Health Service Executive and by other service providers within the Irish health sector
- Advise on the development of policies and guidelines relating to the health sector
- Advise on the development of health-related information and support provided to the Society’s membership
- Advise on the maximising the return to members for the Society’s activities in the health sector
- Help the Society to develop its’ network in the health sector
- Volunteer (Chair) – Pat Doorley
- Further members
- The Committee should include representation of all aspects of the health services relevant to the management of coeliac disease in both primary and secondary healthcare.
- It should include disciplines such as paediatric gastroenterology, adult gastroenterology, hospital dietetics, hospital catering management, community dietetics, general practitioner, health promotion, community pharmacy, clinical psychology, social work, health service management and health economics.
- Terms of appointment for all members will be for 3 years, with the possibility of renewal depending on mutual agreement.
The committee will primarily work through the electronic communication, but it is anticipated that there will be one or two meetings a year, possibly including one in conference format.