FOREWORD
The biggest determinant in our lives is culture, what we make of our culture and what we sense needs changing, are critical aspects of engaging with our local environment. We who have encountered community media have a sense that it can be a force for good in our community. We have created democratic structures to give effect to our desire and we’ve established an incorporated body to underpin its stability.
However, to be this effective, our project needs to understand that these various managed structures need successful governance practices. Good governance makes a huge difference in our cultural and communal lives as it ensures that our community media project is being effective at community building and personal empowerment.
This CRAOL Governance Handbook may look at first glance to be a list of ‘Rules’ but it is really to facilitate the effective working of the principles that motivate us. With the application of good governance guidelines, we who must manage, will be in a less stressful place as good governance anticipates and we will find that funders are more engaged as good governance assures.
Nevertheless, while acknowledging the importance of governance to our projects, we can also voice concerns at the plethora of regulatory processes that we now have to deal with. When one small community media project must interact with and satisfy a wide range of form filling and reporting, it can become oppressive and disruptive of the core aims of the community project.
We need to respond with three actions:
- Prioritise the most immediate governance practices that ensure our continued survival, and
- over a period, extend the range of governance and reporting measures necessary to sustainability, while
- reminding regulators about the costs involved in such scrutiny and calling on Government to streamline regulatory processes or subsidise this work.
In other words, we can accept the importance of governance, while asking for a good governance response from the state by either streamlining reporting or investing in support to our media sector in their work to comply with regulation.
And finally, can I remind everybody that ‘governance’ is a vast word, we need to ensure that it means more than red tape, that it includes human rights, freedom of speech, sustainability and plurality of media ownership.
Jack Byrne
CRAOL Chairperson
October 2017
INTRODUCTION
The governance and compliance environment for voluntary organisations has dramatically changed in Ireland over the past ten years. This is mainly due to new legislation coming into effect as well as several new obligations and codes of best practice. A comprehensive assessment of governance policy, procedures and practices of current Community Broadcasters in Ireland was carried out in 2017 and it was established that Stations require further support in developing and adopting better governance practices in line with current best practice. The majority of
Community Broadcasters are incorporated as Companies Limited by Guarantee (CLGs) and others are incorporated as Friendly Societies/Co-ops, each with their respective requirements. While the adoption of these may seem arduous, they are there to enable voluntary and community organisations to strengthen their roles and bring about greater accountability.
This Handbook has been developed to provide a practical guidance for improving governance and it incorporates best practices as outlined in The Governance Code for Community, Voluntary and Charitable Sector in Ireland, 2016. It is advised that stations use this handbook as an adjunct to Individual Station Reports that were circulated following assessment visits to update or fill any existing gaps in current policies, procedures and practices. It is divided into three key governance areas being Board of Directors, Operations and Broadcasting. Relevant templates have been devised to assist stations with a framework to work with. References to legislation in this Handbook are accurate at the time of writing. However, it is recommended that when developing documents and policies, Community Broadcasters research for any updates to the respective legislation. Website links are provided throughout the Handbook for this purpose.
The Broadcasting Authority of Ireland funded this Handbook for use within the existing membership of CRAOL, and the Community Radio Forum of Ireland managed this process through an independent consultant.
BOARD OF DIRECTORS
The term Board of Directors within this Handbook is used to cover governing body, management committee and co-ordination committee. The term Director covers members of the governing board, management committee member and trustees.
Board of Directors are responsible for overseeing several legal, statutory and contractual obligations, all of which relate to governance practices. Overall, with good governance systems in place, Directors are better positioned to carry out their duties with due care and diligence.
It is suggested that the following areas of improvement be phased over a period of 2-3 years and they are listed in order of priority.
1. Board of Directors and Financial Controls
The establishment of financial control mechanisms within Community Broadcasters are a key governance role for the Board of Directors. It is a compliance requirement as stipulated in Company Law and Registered Friendly Societies directives. It also meets Charity Regulation and donor requirements. Financial control refers to Cash Handling, Banking, Record Keeping and Prevention of Fraud and it enables financial accountability of the organisation to donors, beneficiaries and the public.
Appendix 1 provides a template outlining the minimum standards that should be adopted by the Board of Directors.
2. Company Secretary (Applicable to CLG’s only)
A Company Secretary is appointed by the Board of Directors. This role may be fulfilled by one of the Directors or a person who is not an elected Director. This role is the named official with the Companies Registration Office for communications and transactions that are required for company compliance. On or before appointment as a Company Secretary, the person should familiarise themselves with the duties and obligations attached to the position. Certain persons are ineligible to hold office as a Company Secretary, such as, a person who is under the age of 18 years, an undischarged bankrupt and a person disqualified from acting as a Director. The Registrar of Companies has published an information leaflet (Leaflet No. 16) and further details can be accessed online at: http://www.cro.ie
In compliance with Company Law 2014, CLG’s are now required to issue Secretary Duties and Consent Statements to the person appointed. The appointed person needs to sign this statement and the document is then retained to form the required ‘Register of Secretaries.’
Appendix 2 provides a template for Company Secretary Consent to Appointment form as well as outlining duties of the Company Secretary.
3. Board of Directors and the Charities Act 2009
There are new Charity regulations, which were enacted in 2014, for voluntary and community organisations who provide services for the benefit of their communities. As part of these new regulations, Community Broadcasters are now obliged to register with the new Charity Regulator Authority (CRA) with reference to criteria four. Further details can be accessed online at:
http://www.charitiesregulatoryauthority.ie/en/CRA/Pages/WP16000071
Registration with the CRA should not be an arduous task as Charity requirements are already aligned with existing good governance practices. Please note that the CRA refers to members of the Governing Body as ‘Trustees’ so it is important to be aware of this when applying for registration.
4. Board of Directors Declarations and Duties (Applicable to CLG’s only)
According to the Companies Act, 2014, Directors are required to make declarations confirming eligibility to serve as a Company Director. These documents should then be retained to form the required ‘Register of Directors’.
Appendix 3 provides a template declaration form for use by the Board of Directors.
The Directors Duties can be found on the Companies Registration Office (CRO) website. This outlines qualification information and the duties and responsibilities of Company Directors.
Further details can be accessed online at:
https://www.cro.ie/Conversions/Companies-Act-2014/Directors-Duties
5. Board of Directors Code of Conduct
A Code of Conduct details what each individual Director is asked to commit to in their role as a Board member. The code also provides guidance of how Board Members manage and operate together collectively.
Appendix 4 provides a template Code of Conduct. This code is based on the BAI Industry Governance Handbook.
6. Board of Directors Terms of Reference
The function of a Terms of Reference (Tour) is to provide clarity for everyone on the purpose, responsibilities and authority of the Board of Directors. Constitution/Rules (Proceedings of the Directors) and Standing Orders may already have an existing Tore.
Appendix 5 provides a template Terms of Reference that can be used to update existing Torr’s.
7. Board of Directors Appointment (Applicable to CLG’s only)
Community Broadcasters registered as CLG’s are now required to issue Letters of Appointment and Consent Statements to each Board Director. These are official records that provides evidence of membership of your Board of Directors and are to be retained on file in your Station office. The Company Secretary would issue the letter.
Appendix 6 provides a template Letter of Director Appointment and Consent
8. Board of Directors Conflict of Interest
This item refers to where a Director is involved in board decisions that may be, or perceived to be, potentially influenced by considerations other than the best interests of the organisation. This might happen when the board member has come onto the board as a nominee of a group. The board member may think that they should act in the interests of their nominated group. However, all Directors should act in the interests solely of the Community Broadcaster on whose board that they are a member of.
During meetings, Directors must declare if they believe they have a Conflict of Interest on a matter to be decided at that meeting. If the board decides that this is enough, the Director may be asked to abstain from discussion on this matter. All Conflicts of Interest should be declared and recorded as well as any decisions made in reference to them.
Appendix 7 provide a template form that can be used to record Conflict of Interests declarations.
9. Board of Directors Annual Review of Governance Tasks
An annual review of governance tasks can assist Board of Directors to assess existing governance policies, procedures and practices and those that require further development. Following the election of the Board of Directors, one of its first tasks should be to conduct this review. This has two purposes:
1) To check compliance levels
2) Familiarise themselves with governance responsibilities.
Board of Directors should physically visualise that each item is in place and any outstanding items actioned accordingly.
Appendix 8 provides a template Governance Review task sheet.
OPERATIONS
Governance also includes oversight of operational policies, procedures and practices. While most of these are tasked to staff and volunteers on an implementation level, it is important that the Board of Directors are clear on their role. It is suggested that the following areas of improvement be phased over a period of 2-3 years and they are listed in order of priority.
1. Supporting Volunteers and Safeguarding
Supporting volunteers regarding safeguarding is now a mandatory requirement for all organisations who provide services where young people under 18 years of age and vulnerable adults are involved. Community Broadcasters are a key local agency that includes young people and vulnerable adults in many aspects of their operations. Therefore, it is necessary to have in place a policy which covers safeguarding in terms of recruitment, vetting, training and monitoring. The Department of Children and Youth Affairs is the Government Ministry which is responsible for establishing this policy and they have produced national guidelines for organisations to adopt.
These national guidelines are outlined in Children First and can be accessed online at:
https://www.dcya.gov.ie/viewdoc.asp?fn=/documents/child_welfare_protection/childfirst.htm
2. Data Protection Policy
The purpose of having a Data Protection Policy is to be compliant with obligations in dealing with personal data as well as the requirements of relevant Irish and EU legislation. Data protection policies outline a statement of commitment to protect the rights and privacy of individuals in accordance with the Data Protection Acts.
Appendix 9 provides a template Data Protection Policy that can be used. Further details are available from the Data Protection Commissioner web site which can be accessed online at: www.dataprotection.ie
3. Social Media and Information Communication Technology Policies
A Social Media and Information Communication Technology (ICT) Policy can assist stations in reducing any negative impacts that could be a result of inappropriate communication from your Community Station. The Board of Directors should also designate an official spokesperson for the organisation. In the event of a crisis or emergency, this spokesperson will oversee all contacts with the media and will coordinate information flow to the public.
Appendix 10 provides a template Social Media and ICT Policy.
4. Protected Disclosure Policy
The purpose of this policy is to provide a clear statement of how the Community Broadcaster will treat a volunteer or staff member who makes an allegation concerning financial management and/or auditing matters e.g. fraud and deliberate errors. As the Protected Disclosure Act 2014, refers to the unauthorised use of public funds or resources, it is best practice for Community Broadcasters to have an appropriate policy in place.
Appendix 11 provides a template of a Protected Disclosure Policy.
5. Board of Directors Annual Review of Operations Governance
An overview task sheet can assist the Board of Directors to assess current operational governance policies, procedures and practices and those that require further development. An annual review of existing operational governance is advised and any outstanding items to be actioned accordingly.
Appendix 12 provides a template task sheet to assess Operations Governance.
BROADCASTING
While Community Broadcasting staff are normally very familiar with aspects of the Broadcasting contract, the Board of Directors also need to be aware of the criteria that is outlined in the contract. Important aspects of the Broadcasting contract include:
▪ Programme schedule and policy that is aligned with BAI contract and the AMARC charter
▪Commercial code, Programme Policy and Guidelines on fairness and impartiality
▪ Actively involving members and organisations within your local community to participate
▪ Arrangements for Transmitter maintenance
▪ Having in place PPIs and IMRO licences, and defamation guidelines
Broadcasting governance requirements are outlined within BAI contracts and guidelines. An overview task sheet can assist Board of Directors to assess current broadcasting governance policies, procedures and practices and those that require further development. An annual review of existing broadcasting governance is advised and any outstanding items to be actioned accordingly.
Appendix 13 provides a template task sheet to assess Broadcasting Governance.
APPENDIX 1
Financial Controls
Together FM COMMUNITY RADIO STATION
Community Civic Center Ballyfermot
Cash Handling
- Petty cash float not to exceed €]00.00
▪ Receipts must be obtained and retained by the Administration Officer.
▪ Petty cash should be analysed on a weekly basis.
▪ Petty cash must always be locked in the safe. Keys are to be kept only by Manager and the Administration Officer.
Procedures for incoming cash/cheques
▪ Any cash income must be counted, and a confirmation of the amount signed off by way of receipt on duplicate cash receipt book, with one receipt going to the payee.
▪ Details of payee, and what the payment is for, is to be written on the back of all cheques.
▪ All cash and cheque originals to be filed by Administration Officer in the safe under lock and key.
▪ Administration Officer keeps the original accompanying correspondence and files it appropriately.
▪ Administration Officer enters details of all income into financial spreadsheet. Details to be entered include: Amount, method of payment and purpose of payment.
Banking
▪ Lodgements to be made weekly and documents filed appropriately.
▪ A bank account record must be maintained for all accounts. On a monthly basis, the bank account records must be balanced and reconciled with accounting records.
▪ Bank Statements must be obtained on a monthly basis. All items must be checked off against the income and expenditure records, and coded. Bank statements should be kept on a separate lever arch file and filed in date/numerical order.
Bank Account Signing Rules
▪ For on-line payments, wherever a ‘specialist signatory’ is required, two signatures from the following list can provide this Damien Clarke, Mary O’Sullivan and Mary Clarke
▪ All payments above €5,000 must also be approved by the Board as per their annual budget.
Prevention of Fraud and Reporting
▪ The Administration Officer sends a spreadsheet logging all financial transactions, accompanied by Bank account statements to Manager in first week of each month for the compilation of financial reports.
▪ The bank account must be reconciled on a monthly basis and a monthly income and expenditure report is then prepared and distributed to the Treasurer.
▪ A Financial Report must be prepared and provided to the Board on a quarterly basis.
▪ Financial statements must be prepared on an annual basis, approved by the Board.
▪ The Financial Statements must be audited on an annual basis.
APPENDIX 2
Company Secretary Consent to Appointment
Applicable to CLG’s only
TOGETHER FM COMMUNITY RADIO STATION
1st floor Community Civic Center Ballyfermot road.
[INSERT DATE]
The Board of Directors of TOGETHER FM COMMUNITY RADIO STATION has appointed you as Company Secretary as of [INSERT DATE]. You are now required to consent to this appointment:
“I acknowledge that, as a secretary, I have legal duties and obligations imposed by the Companies Act, other statutes and at common law”.
Signed: ____________________________________ Date: ___________________
*Source: The Principal Duties and Powers of Company Secretaries, Director of Corporate Enforcement 2015.
Duties of the Company Secretary
A Company Secretary is an officer of the company and has a duty to comply with the company’s obligations under the Companies Act. A Company Secretary may be assigned such functions and duties as may be delegated by the company’s Directors.
Statutory Duties
The Companies Act 2014, outlines several duties for the Company Secretary. However, few of these are the Secretary’s exclusive responsibility. Rather, they tend to be tasks which may (or are required to) be performed by the Secretary and a Director of the company. They include:
▪ Signing the annual return (which is also required to be signed by a Director of the company).
▪ Certifying that the financial statements attached to the annual return are true copies of the originals.
▪ Making out the statement of affairs in a winding up or receivership.
A Company Secretary is under a duty to exercise due care, skill and diligence in the performance of their duties. The Secretary can be held liable for any loss arising as a result of their negligence.
Administrative Duties
A company secretary may be allocated important administrative duties, these include:
▪ Arranging for the company’s minutes of board, board sub-committee (if applicable) and general meetings to be recorded and stored.
▪ Keeping, and making available for inspection, the company’s registers on behalf of the directors, including, inter alia, the: register of members; register of directors and secretaries; register of directors’ and secretary’s interests; register of debenture holders.
▪ Ensuring that documents are filed with the Registrar of Companies within the prescribed time limits, such as the company’s annual and other returns.
▪ Communicating with the company’s members, for example notifying the members of meetings of the company, details of proposed resolutions to be considered at meetings, circulating them with copies of the annual financial statements etc.
▪ Custody of the company seal. Important legal documents executed by a company must generally carry the company’s seal, which bears the company’s name.
▪ Ensuring that the company’s letterhead bears the appropriate details. Every company’s letterhead is required to bear the names of the directors and, where they are not Irish, their nationalities.
BOARD OF DIRECTORS DECLARATIONs
TOGETHER FM COMMUNITY RADIO STATION
Declaration
I confirm that I am eligible to serve as a Company Director for [INSERT NAME OF COMPANY], under the Companies Act 2014, and that I am eligible to serve as a Charity Trustee, under the Charities Act 2009.
I also confirm that if I become disqualified under either Act, I will notify the Company Secretary immediately.
I further declare that there are no reasons why I cannot be a member of the Board of Directors.
I commit to accept responsibility to conduct myself with integrity and impartiality in order to inspire confidence and trust for [INSERT COMMUNITY BROADCASTER NAME]. This includes:
▪ Obligations as an employer based on best HR practice and in keeping with all legislative requirements.
▪ Fully adhere to the content of the policies and procedures of TOGETHER FM COMMUNITY RADIO STATION
Signed: ____________________________________ Date: ___________________
Director
Signed: ____________________________________ Date: ___________________ Chairperson
APPENDIX 4
Board of Directors Code of Conduct
TOGETHER FM COMMUNITY RADIO STATION
▪ Familiarise yourself with the Constitution/Rules, aims and objectives of the organisation and all policies and procedures.
▪ Act in the best interests of the organisation as a whole and avoid bringing the organisation into disrepute.
▪ Abide by the Conflict of Interests policy.
▪ Maintain board confidentiality by not repeating what has been said outside the meeting.
▪Work considerately and respectfully with other board members, staff and volunteers.
▪ Participate in board meetings regularly and punctually, giving apologies where necessary.
▪Prepare for meetings by reading minutes, agendas and other documents beforehand.
▪ Take part fully in meetings by listening to others and thinking about the issues, keep contributions to the point. Ask questions to clarify or state your disagreement when necessary.
▪ Undertake agreed actions as soon as possible after the meeting.
▪ Respect the collective authority of the board.
*Adopted from Industry Guidelines BAI 3.5.
Signed: ____________________________________ Date: ___________________
Director
APPENDIX 5
Terms of Reference for Board of Directors
[INSERT COMMUNITY RADIO STATION DETAILS]
The Board of Directors are ultimately responsible for what happens within this Community Station. This is exercised by direction and oversight of the following:
Direction: Ensuring the organisation remains true to its original mission. The Board exercises its responsibility for the direction of the organisation through strategic planning, policy development and monitoring/evaluation.
Policy development: The Board must ensure that necessary policies are developed, agreed and implemented. Policies relate to BAI contractual requirements and statutory requirements.
Finances: The Board is responsible for ensuring that funding received by the organisation is properly managed. This includes making sure that proper financial policies and procedures and accounting systems are in place. Board members have a duty to receive and review regular financial reports and that annual financial statements are prepared and audited.
Human resources: If the Community Broadcaster employs staff, the Board is the employer and is responsible for pay, conditions and welfare. It is part of the governance responsibility of the Board to ensure that staff are properly supported and supervised as part of an appropriate staff management system and that their work priorities are clarified. If staff are employed the Board will need to establish a clear boundary between governance and management tasks.
A Volunteer Policy needs to be in place to provide clarity of the role and responsibilities of volunteers. The board must decide if and how it will accommodate students on work experience placements and interns.
Insurance: The Board must ensure that necessary insurance policies are in place and renewed.
Operating legally: The Board is responsible for ensuring that the organisation meets all its legal obligations. The most significant legal responsibilities are its obligations under company, employment, health and safety, charity, equality and data protection legislation. Compliance with much of this legislation is about having the right policies and procedures in place.
APPENDIX 6
Letter of Director Appointment and Consent
TOGETHER FM COMMUNITY RADIO STATION
[INSERT ADDRESS OF APPOINTED DIRECTOR]
[INSERT DATE]
Dear [INSERT APPOINTED DIRECTOR NAME]
This letter forms an agreement to becoming a Director and Board Member of [INSERT COMPANY NAME] for the duration of [INSERT AGREED PERIOD].
Company directors’ responsibilities are wide and diverse. Duties arise primarily from two sources:
▪Statute i.e. Acts of the Oireachtas and other legislation e.g. EU Regulations.
▪ Common law.
Section 228 Companies Act, 2014, outlines the principal fiduciary duties of a company director as:
▪ Act in good faith in what the director considers to be the interest of the company;
▪ Act honestly and responsibly in relation to the conduct of the affairs of the company;
▪ Act in accordance with the company’s constitution and exercise his or her powers only for the purposes allowed by law;
▪ Not benefit from or use the company’s property, information or opportunities for his or her own or anyone else’s benefit unless the company’s constitution permits it or a resolution is passed in a general meeting;
▪ Not agree to restrict the director’s power to exercise an independent judgment unless this is expressly permitted by the company’s constitution;
▪ Avoid any conflict between the director’s duties to the company and the director’s other interests unless the director is released from his or her duty to the company in relation to the matter concerned;
▪ Exercise the care, skill and diligence which would be reasonably expected of a person in the same position with similar knowledge and experience as a director. A director may be held liable for any loss resulting from their negligent behaviour.
As a Director appointed, I consent to the role, I acknowledge that, as a Director, I have legal duties and obligations imposed by the Companies Act, other statutes and at common law (Section 223 Companies Act, 2014)
Signed: ____________________________________ Date: ___________________
Appointed Director
Signed: ____________________________________ Date: ___________________ Company Secretary
Company Seal:
APPENDIX 7
Conflict of Interest
TOGETHER FM COMMUNITY RADIO STATION
It is the responsibility of every Board member once elected to make a written disclosure of any interests or relationships that could potentially result in a conflict of interests and to update this as appropriate. In the course of Board meetings, it is the responsibility of each Board member to declare any interest in a transaction or decision where they, their family, employer or close associates will receive a benefit or gain. After disclosure, they may be asked to leave the room for the discussion and will not be permitted to vote on the question.
The following format will be used to record Director’s Interests during meetings:
| Date | Directors Name | Conflict of Interest | Decision by Board |
Signed: ____________________________________ Date: ___________________
Director
Signed: ____________________________________ Date: ___________________ Chairperson
APPENDIX 8
Board of Directors Annual Review of Governance Tasks
[INSERT COMMUNITY RADIO STATION DETAILS]
| No. | Item | Reviewed | Action |
| 1. | Register of Members | ||
| 2. | Register of Directors | ||
| 3. | Letter of Director Appointment | ||
| 4. | Directors Consent Statement | ||
| 5. | Company Secretary Consent Declaration | ||
| 6. | Company Secretary Appointment and Duties | ||
| 7. | Register of Directors and Secretary Interests | ||
| 8. | Tour for Board of Directors | ||
| 9. | Directors Code of Conduct | ||
| 10. | Conflict of Interest | ||
| 11. | Appointed spokesperson | ||
| 12. | Organisation Seal | ||
| 13. | Board training | ||
| 14. | Minute Books – General Meetings | ||
| 15. | Minute Books – Board of Directors | ||
| 16. | Minute Books – Board Sub Committees | ||
| 17. | Tour for Sub Committees | ||
| 18. | Appointed Auditor | ||
| 19. | Annual Financial Statement | ||
| 20. | Financial Procedures Manual | ||
| 21. | Form B1 | ||
| 22. | Form B10 | ||
| 23. | Annual Return for Co-ops to RFS | ||
| 24. | Audited Accounts Filed with CRO | ||
| 25. | Revenue forms filed (PAYE/PRSI/VAT) | ||
| 26. | Register of Debenture Holders | ||
| 27. | Tax Clearance Certificate | ||
| 28. | Audited Accounts filed with CRA | ||
| 29. | Directors form filed with CRA | ||
| 30. | Annual Activity Report (CLG only) to CRA | ||
| 31. | Declaration by Trustees for Charity Regulator | ||
| 32. | Public Fundraising Policy |
Signed: ____________________________________ Date of review: ___________________
APPENDIX 9
Data Protection Policy
TOGETHER FM COMMUNITY RADIO STATION
Individuals’ Responsibilities
Any member of [INSERT COMMUNITY RADIO STATION DETAILS] who is involved in the collection, storage or processing of personal data has responsibilities under data protection legislation. Any member involved in the processing and/restoring of personal data should make sure to;
▪ Obtain and process personal data fairly.
▪ Keep such data only for explicit and lawful purposes.
▪ Disclose such data only in ways compatible with these purposes.
▪ Keep such data safe, secure, accurate, complete and up-to-date.
▪ Ensure that such data is adequate, relevant and not excessive.
▪ Retain such data for no longer than is necessary for the explicit stated purpose.
▪ Give, on request, a copy of the data to the individual to whom they relate, such a request is known as an Access Request. Any data access requests received should be forwarded to the Manager.
Individual Rights
The individuals for whom TOGETHER FM COMMUNITY RADIO STATION
stores personal data have the following rights:
▪ Have their personal data obtained and processed fairly.
▪ Have personal data kept securely and not illegitimately disclosed to others.
▪ Informed of the identity of the Data Controller and of the purpose for which the information is held.
▪ To get a copy of their personal data.
▪ Have their personal data corrected or deleted if inaccurate.
▪ To prevent their personal data from being used for certain purposes.
▪ Under Employment Rights, not to be forced to disclose information to a prospective employer.
▪ It should be noted that under the Freedom of Information Acts (1997 and 2003) records containing personal information may be released to a third party, where the public interest so requires.
Responsibilities
The Board of Directors has overall responsibility for ensuring compliance with the Data Protection legislation. All employees/members who collect and/or control the contents and use of personal data are also responsible for compliance with the Data Protection legislation.
APPENDIX 10
Social Media and ICT Policy
TOGETHER FM COMMUNITY RADIO STATION
Computer Use
TOGETHER FM COMMUNITY RADIO STATION reserves the right to monitor use of its property. All communications, whether by email or posted to social media are covered by this Policy. Members and staff are not permitted to:
▪ Use computer devices for personal use.
▪ Upload offensive material to networks and computer devices.
▪ Use computer devices to facilitate the creation and/or the transmission or dissemination of offensive material. Offensive material includes, but is not limited to, offensive images, offensive videos and computer viruses.
▪ Make illegal copies of copyrighted material.
Internet and Social Media
▪ Members may access the Internet from computers for research relevant to their programmes. Staff may access the internet in the course of their work tasks.
▪ Members and staff are prohibited from accessing inappropriate websites using the station’s networks and/or its computers/devices, regardless of whether material is downloaded.
▪ [INSERT COMMUNITY RADIO STATION DETAILS] does not provide references on any social or professional website, since to do so may create legal liability.
▪ While members and staff may use social network websites, you are advised of the following:
- Ensure that interactions on the internet do not damage or compromise working relationships, members, partner organisations and/or listeners.
- Social networking websites are a public forum, and it must not be assumed that entries are private. Members and staff should be security conscious, and protect themselves from identity theft; for example, by restricting the personal information they disclose, especially that which forms the basis of security questions and passwords.
- Members and staff must never provide information which could enable unauthorised access to [INSERT COMMUNITY RADIO STATION DETAILS].
- Official communications are made only by the Spokesperson appointed by the Board of Directors.
– Other members and staff should not be tagged in photos without their permission.
- Members and staff must not post derogatory comments about [INSERT COMMUNITY RADIO STATION DETAILS], its membership and/or listeners.
*Adopted from Liffey Sound Policy
APPENDIX 11
Protected Disclosure Policy
TOGETHER FM COMMUNITY RADIO STATION
It is the policy of TOGETHER FM COMMUNITY RADIO STATION to comply with all applicable laws (including the Protected Disclosures Act 2014) that protect employees and volunteers against unlawful discrimination or retaliation by their employer as a result of their lawfully reporting information TOGETHER FM COMMUNITY RADIO STATION accounting, internal accounting controls and audit matters (“Accounting Matters”).
Any employee and volunteer of {Insert Community Broadcaster} may submit a good faith complaint regarding such Accounting Matters to the Board of Directors of TOGETHER FM COMMUNITY RADIO STATION without fear of discrimination, dismissal or retaliation of any kind.
In order to facilitate the reporting of complaints, the following procedures for the receipt, retention and treatment of complaints regarding Accounting Matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters have been established.
▪ The Board has designated {Insert name of Director} as its Compliance Officer, is responsible for administering this Policy.
▪ The Compliance Officer is responsible for receiving, collecting, reviewing, processing and resolving concerns and reports on the matters described above.
▪ If appropriate, employees and volunteers are encouraged to discuss issues and concerns of the type covered by this Policy with their immediate manager, who is in turn responsible for informing the Compliance Officer of any concerns raised.
▪ If the employee prefers not to discuss these sensitive matters with his or her own immediate manager, the employee may instead directly discuss such matters with the Compliance Officer.
▪ The Compliance Officer will refer complaints submitted to the Board of Directors.
▪ If an employee/volunteer believes he or she has been subjected to any retaliatory action in violation of this Policy, he or she may file a complaint with his or her own immediate manager or the Compliance Officer.
▪ If it is determined that an employee/volunteer has experienced any improper employment action in violation of this Policy, such person will be entitled to appropriate corrective action.
Scope of Matters Covered by These Procedures
These procedures relate to complaints involving any questionable Accounting Matters, including,
▪Fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of {Insert Community Broadcaster};
▪ Fraud or deliberate error in the recording and maintaining of financial records;
▪ Deficiencies in or non-compliance with internal financial controls;
▪ Misrepresentation or false statement by an employee regarding a matter contained in the financial records, financial reports or audit reports;
▪ Deviation from full and fair reporting of the financial condition.
Treatment of Complaints
Upon receipt of a complaint, the Compliance Officer will:
▪ Determine whether the complaint pertains to Accounting Matters.
▪ Acknowledge receipt of the complaint to the sender.
▪ Confidentiality will fully be maintained possible, consistent with the need to conduct an adequate review.
▪ Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Board of Directors.
TOGETHER FM COMMUNITY RADIO STATION will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee based upon any lawful actions of such employee with respect to good faith reporting of complaints regarding Accounting Matters.
Reporting and Retention of Complaints and Investigations
The Compliance Officer will maintain a log of all complaints, tracking their receipt, investigation and resolution and shall prepare a periodic summary report thereof for the Board of Directors.
APPENDIX 12
Board of Directors Annual Review of Operations Governance
[INSERT COMMUNITY RADIO STATION DETAILS]
| No. | Item | Reviewed | Action |
| Insurance Policies | |||
| 1. | Indemnification for Pombal and DSP | ||
| 2. | Indemnification for BAI | ||
| 3. | Directors’ and officers’ Liability | ||
| 4. | Employer liability €13,000,000 | ||
| 5. | Public Liability €7,500,000 | ||
| 6. | Libel €2,000,000 | ||
| 7. | Employment practice | ||
| 8. | Contents/Equipment | ||
| 9. | Volunteers | ||
| 10. | Events | ||
| Other Policies | |||
| 11. | Protected Disclosure Policy | ||
| 12. | Health and Safety Policy | ||
| 13. | Child Protection Policy | ||
| 14. | Data Protection Policy | ||
| 15. | Volunteer Policy | ||
| 16. | Risk Management Policy | ||
| 17. | Reserves Policy | ||
| 18. | Fixed Asset Register | ||
| 19. | Lease Agreement | ||
| 20. | ICT Policies | ||
| 21. | Social Media Policy | ||
| 22. | Complaints Procedure | ||
Signed: ____________________________________ Date of review: ___________________
APPENDIX 13
Board of Directors Annual Review of Broadcasting Governance
TOGETHER FM COMMUNITY RADIO STATION
| No. | Item | Reviewed | Action | |
| 1. | BAI Contract | |||
| 2. | 60% Gender Balance on Board | |||
| 3. | Station Manager appointed | |||
| 4. | Compliance Officer appointed | |||
| 5. | PPI licence | |||
| 6. | IMRO licence | |||
| 7. | BAI Code of Programme Standards | |||
| 8. | Recorded consent with under 16-year olds and vulnerable adults when making programmes | |||
| 9. | BAI Disability Guidelines | |||
| 10. | OB Risk Assessment | |||
| 11. | Defamation Guidelines | |||
| 12. | Mission Statement and broadcasting/programming aligned | |||
| 13. | Programme/broadcasting content aligned with AMARC Charter | |||
Signed: ____________________________________ Date of review: ___________________
REFERENCES
BAI
- Code of Programme Standards
- Community Sound Broadcasting Contract
- Compliance and Enforcement Code
- Disability Access Guidelines
- Governance Handbook for Industry Networks
- Policy on Community Radio Broadcasting
- Presentation on Governance Duties for Community Radio Boards
- Sectoral Learning and Development Policy
Carmichael Centre
- Companies Act 2014; what non-profit CLGs need to know
- Companies Act 2014; Implications for CLGs
- Safeguarding Vulnerable Adults Policy
Charity Regulatory Authority
- Charities Register Now
- Common Requirements Charities Regulator and Revenue
- Frequently Asked Questions
- Requirements for Registration
Charities Institute Ireland
- Data Protection Checklist and Practical Steps a Protection Good Practice Note
CRO
- CRO 2017 Changes
Department of Children and Youth Affairs
- Children First: National Guidance for the Protection and Welfare of Children (2011)
Health and Safety Authority
- Guidance for Directors and Senior Managers
Houses of the Oireachtas
- Broadcasting Act 2009 (Section 26)
- Charities Act 2009
- Children First Act 2015
- Companies Act 2014 (Part 18)
- The Friendly Societies and Industrial and Provident Societies (Miscellaneous Provisions) Act 2014 The Protected Disclosure Act 2014
Liffey Sound Communications Cooperative Society Limited
- Code of Governance 2015
Office of Director of Corporate Enforcement
- The Principal Duties and Powers of Companies under the Companies Act 2014
- The Principal Duties and Powers of Company Directors under the Companies Act 2014
- The Principal Duties and Powers of Company Secretaries under the Companies Act 2014
POBAL
- CSP Operating Manual
- Managing Better Volume 1 Good Governance
- Managing Better Volume 2 Financial Management
- Managing Better Volume 3 Human Resources
Registry of Friendly Societies
- Legislation Change
The Governance Code
- Guidance note on the role of Company Secretary
- Type B Organisations Self-Assessment Checklist
- Your Guide to Governance Code
The Wheel
- Board Induction & Orientation
- Board Member Code of Conduct
- Conflicts of Interest & Loyalty Policy & Register
- Data Protection Policy
- Financial Reporting by Charities
- General Governance Checklist for Charities
- Governing Documents
Volunteer Ireland
- Developing a Volunteer Policy
- Volunteer Agreement
Established in 1997 as the Community Radio Forum, CRAOL is a membership organisation representing community radio stations
