Code of Governance
The Role of the Board of Directors
The Board ensures that the vision, mission and core values of St. Michael’s House as expressed in its constitutional documents are upheld and realised in practice through the adoption and implementation of strategic plans and through regular oversight of their implementation. The Board is responsible for exercising all the powers of the organisation, other than those reserved to its members, and has collective responsibility for all of its operations. As an organisation with professional staff, where Directors have no role in the day-to-day running of the company, the Board of St. Michael’s House operates by devolving responsibility for the conduct of its business to a CEO and in turn through his/her to other staff.
The members of the Board serve on a voluntary basis and understand and identify with the mission and values of St. Michael’s House. The Board appointed three Directors in 2018 following an open call in the national media. These Directors were selected in line with the criteria set out in the Competency Framework of the Corporate Governance Manual. The Framework aims to create a diverse Board which includes men and women of independent mind who are familiar with and/or are sensitive to the works of St. Michael’s House, understand its operating environment, and are familiar with the lived experience of service users.
All Directors receive Induction Training on Corporate Governance. A Code of Conduct outlines the responsibility of each Director and includes procedures for dealing with any potential conflict of interest which may arise between their responsibilities as Directors and their outside interests. The Chairperson sets the agenda for each Board meeting. Executive management attend Board meetings and make regular presentations on the strategies and operations of the organisation. In 2018, the Board had eight scheduled meetings (one meeting was cancelled due to bad weather). The organisation’s Corporate Governance Manual identifies those matters which are specifically reserved for decision by the Board.
The Board and Management are committed to maintaining a high standard of corporate governance in accordance with the organisation’s Corporate Governance Manual, the HSE Annual Compliance Statement for Section 38 Bodies and have used the Code of Practice for the Governance of State Bodies 2016 as a guide in drawing up the Corporate Governance Manual.
The Board is committed to ensuring that managing risks is an integral part of the organisation’s activities. The principal risks faced by St. Michael’s House are having sufficient funding to provide on-going services and ensuring sufficient resources and personnel are available to meet service requirements. The Board established an Audit & Risk Committee, which receives regular Risk Management Reports and has developed a policy to ensure that it is advised of significant events which require its attention. In addition the Board receives regular reports on the systems, policies and procedures in place to ensure that services are delivered to a high standard and risks are anticipated and managed.
The Board has established structures, policies and procedures to review and report on internal controls including financial, operational and compliance controls. The operation of these controls has been delegated to the Executive Management Team. The Board approved a revised Executive Governance Structure which set out the key committees and team members who are charged with responsibility for undertaking, completing and monitoring the work necessary to ensure good governance of all services and supports provided by St Michael’s House. The Board of Directors has appointed an external provider of internal audit services in support of the internal control processes.
Services provided by St. Michael’s House are developed, planned and delivered based on the needs and goals of people with intellectual disabilities and their families. Service users’ life choices and wishes are at the core of service delivery and development. Providing services in this way ensures that the organisation is focused on delivering services to best international standards. The Health Information and Quality Authority (HIQA) is responsible for the registration and inspection of all residential services for children and adults with disabilities, including respite services, run by the HSE and private and voluntary services. As of the 31st of December 2018 the organisation had registered the 77 residential services it operates in 74 designated centres.
Health and Safety
St. Michael’s House is committed to ensuring the health and safety of service users, their families, staff and members of the public. The organisation takes account of legislative obligations under the Safety, Health and Welfare at Work Act 2005; General Applications Regulations 2007 and all associated legislation; the organisation’s Safety Statement describes the management system and details of its structure and how it is resourced. In addition it provides a framework for the development of site-specific safety arrangements in all centres. The organisation’s Safety Statement details the responsibilities that staff at all levels have in relation to safety matters. In addition, Safety Representatives form an active part of the organisation’s consultation arrangements, bringing employee representations on staff health and safety matters through the forum of the Safety Committee. The organisation’s Annual Health and Safety Audit Programme monitors compliance with safety standards across the organisation. Two Board members have specific responsibility for health and safety and report to the Quality & Safety Committee on the organisation’s compliance and performance in relation to health and safety.
Directors And Secretary Of The Company
The directors, and secretary, who served at any time during the financial year as directors of the Company were as follows:
Martin Lyes (Chairperson) James Cuddy Dermot O’Beirne Michael O’Farrell Eilis Hennessy Raymond Brett David Hughes Pat Cullen Ailis Quinlan Niamh Moran Liam O’Donohoe Tom Casey Anthony Staines.
Secretary: Declan Ryan
Board of Directors & Sub-Committees
Board of Directors
St. Michael’s House is governed by a voluntary Board of Directors four of whom are parents of a person with an intellectual disability. Board members work on a voluntary basis and do not receive any remuneration.
Board Members (2018)
Martin Lyes (Chairperson), Dermot O’Beirne, James Cuddy, David Hughes, Raymond Brett, Eilis Hennessy, Michael O’Farrell, Pat Cullen, Ailis Quinlan, Niamh Moran, Liam O’Donohoe, Tom Casey, Anthony Staines.
The Board would like to express its sincere appreciation of the commitment and dedication of management and staff to maintaining the quality of existing services and for developing new services for people with an intellectual disability and their families. The Directors are satisfied with the operational performance of the organisation in what is a very challenging economic climate with increasing demands and constrained funding.
The terms of reference of the four Board Sub-committees are set out in the Corporate Governance Manual. Each Committee adopted a schedule of meetings and workplan for 2018 and made regular reports to the Board on their work. The Committees kept their terms of reference under review and brought any recommendations for changes to the terms of reference forward to the Board for approval.
The Finance Committee monitors and reviews all aspects of the financial performance of St. Michael’s House. The Committee reviews and recommends for approval the annual overall operating budget for the company and keeps under review the management accounts including the cash flow position of the Company. The Committee receives reports on the implementation of the organisation’s Procurement Policy and reviews the policy on an annual basis.
Committee Members: Michael O’Farrell (Chairperson), Martin Lyes, David Hughes, Pat Cullen, and Laura Beausang.
Audit & Risk Committee
The Audit & Risk Committee keeps under review the scope and effectiveness of the Company’s internal financial controls and risk management systems and the process for monitoring compliance with legislation and regulations associated with financial reporting. The Committee considers and recommends the appointment, re-appointment and removal of the External Auditor and the audit fee. The Committee ensures that risks are properly identified, assessed, reported and controlled.
Committee Members: Dermot O’Beirne (Chairperson), Martin Lyes , Ailis Quinlan, Rosemary Ryan, and Noel Beecher.
Quality & Safety Committee
The Quality & Safety Committee provides assurance to the Board that there are appropriate and effective systems, structures and processes in place that cover all aspects of clinical, social care and occupational safety, and sets and monitors the delivery of key performance indicators for the quality and safety function at executive and local levels. The Committee ensures that St. Michael’s House is operating within the provisions and standards set out in the legislation or regulation which is material to the work of the company.
Committee Members: Eilis Hennessy (Chairperson), Martin Lyes, Raymond Brett, Niamh Moran, Ailis Quinlan, Liam O’Donohoe and Anthony Staines.
The Governance Committee maintains the constitution of the company under regular review and provides recommendations to the Board as appropriate. It keeps under review the Competency Framework and ensures that the identification and nomination of candidates for approval by the Board for appointment as Directors is carried out in line with the Framework. The Committee acts as a support to the Chairperson in making decisions in emergency circumstances and takes responsibility for the process of recruiting and agreeing contract terms with the Chief Executive Officer for approval by the Board. It acts as the Remuneration Committee ensuring compliance with requirements of regulation.
Committee Members: Martin Lyes (Chairperson), Dermot O’Beirne, James Cuddy, Michael O’Farrell, Tom Casey and Gerry Fallon.