CORPORATE GOVERNANCE MANUAL - Screen Producers Ireland · ctor 3) Develop Member ip Framework 4)...

CORPORATE

GOVERNANCE

MANUAL

2015

STRICTLY CONFIDENTIAL

2 | P a g e SCREEN PRODUCERS IRELAND |CORPORATE GOVERNANCE MANUAL

Table of Contents

1. Introduction to this manual ......................................................................................................................... 3

2. Screen Producers Ireland Overview ............................................................................................................. 4

What we do: ......................................................................................................................................... 4

3. Strategic Objectives ..................................................................................................................................... 5

Strategic Plan 2014-2016 ..................................................................................................................... 5

Our Vision ............................................................................................................................................. 5

Our Mission .......................................................................................................................................... 5

Strategic Objectives ............................................................................................................................. 5

4. Governance Overview .................................................................................................................................. 6

Board, CEO and Staff ............................................................................................................................ 6

Overview of Responsibilities ................................................................................................................ 6

Specific roles and responsibilities ........................................................................................................ 9

Board Committees ............................................................................................................................. 12

Established Committees..................................................................................................................... 13

Film & TV Drama Committee ............................................................................................................. 13

Animation Committee ........................................................................................................................ 14

Section 481 Working Group ............................................................................................................... 15

5. Board Processes and Policies ..................................................................................................................... 16

Induction of new Board members ..................................................................................................... 16

Board meetings .................................................................................................................................. 16

D&O cover .......................................................................................................................................... 17

Review of the Governance Manual .................................................................................................... 17

Board Annual Performance Review ................................................................................................... 17

Reserved Powers / Delegated Authorities ......................................................................................... 18

Code of Conduct for Directors ........................................................................................................... 19

Conflict of Interest Policy ..................................................................................................................... 20

Model Format of Declaration ............................................................................................................. .22

Appendix 1 -Extract from Articles of Association of Screen Producers Ireland…….…………………………………………..23

Appendix 2- Draft Skills Assessment Template.…………………………………………………..…………………………………….…...24

Appendix 3 – Illustrative Information Pack for New Directors………………………………………………………………………….25

Appendix 4 – Format of Board Papers .................................................................................................................. 26

Appendix 5 - Boardroom Etiquette ....................................................................................................................... 28

Appendix 6 – Illustrative Board Timetable............................................................................................................ 30

Appendix 7 –Details of D&O cover ....................................................................................................................... 31

Appendix 8 - Checklist to assist Board Assessment .............................................................................................. 32



The legal structure of Screen Producers Ireland (“SPI”) is that of a Company limited by guarantee without share

capital, governed by a Board of Directors. The Board is elected by the Members.

The purpose of this Manual is to support members of the SPI Board to execute their duties as Directors of the

Company. The Company must by law not only be run in accordance with Company (and other relevant)

legislation, but also by its own governing documents – its Memorandum and Articles of Association – which

should therefore be read in conjunction with this document.

Furthermore, the organisation works according to its current strategic, operational and annual plans, with

which members of the Board should also familiarise themselves.

This Manual will be reviewed every three years or earlier if circumstances dictate.

1. Introduction to this manual



Screen Producers Ireland is the national representative organisation for independent film, television and animation and digital production companies in Ireland, active in all genres from feature film, documentary, TV drama and animation to factual, entertainment, lifestyle, sports, formats, young people’s, children’s and digital programming.

What we do

• Promote the commercial interests of members with broadcasters, relevant government departments, State, semi-State and private bodies.

• Negotiate collective agreements with the unions representing employees in film and television drama.

• Provide human resources and industrial relations support to all members.

• Offer information and advocacy services on all areas of production.

• Host seminars and events for members on current issues.

• SPI is a member of the Board of the European Co-ordination of Independent Producers (CEPI), which promotes the rights and interests of independent producers at an international level.

SPI reflects members' concerns and aspirations about a variety of issues affecting the current and future working environment of the independent film, television and animation and digital production sectors. It communicates these views to the appropriate state, semi-state, and private bodies. It also works with state agencies to promote the industry abroad. Some of the bodies with whom we are in continuous communication are RTÉ, TG4, The Irish Film Board, the Department of Arts, Sport & Tourism, the Department of Communications, Energy and Natural Resources, Enterprise Ireland and other relevant Irish and international organisations.

Within the area of Broadcasting SPI ensures that independent producers are dealt with fairly and on sound principles by Irish broadcasters. SPI negotiates the Terms of Trade with RTÉ and TG4. SPI is also involved in a range of business matters relating to broadcasters dealings with the independent sector.

Representing the employers, SPI negotiates collective agreements with the unions representing employees working in feature film and TV drama.

SPI lobbies government to support the industry including maintaining and expanding tax incentives such as Section 481, supporting the Irish Film Board and the BAI Sound & Vision Scheme. We represent the collective views of production companies to the Irish Film Board and others. We publish reports and organise discussion forums on the industry and its future development. We also work with Screen Training Ireland to devise training courses for the range of professionals working in both film and TV production.

Advocacy, Lobbying and Negotiating

• To ensure the commercial environment for producers is more positive and favourable to production

• To facilitate initiatives that would positively change the structure and professionalism of the industry • To negotiate and deliver adequate terms of trade with broadcasters • To deliver effective and competitive agreements with all unions

Membership Services

• To provide members with business-relevant information on industry trends and SPI progress on its agenda

• To provide a range of events which facilitates the development of members’ businesses • To provide guidance for members in key aspects of their businesses (e.g. IR, contracts) • To provide a comprehensive range of membership benefits

Organisation

• To put in place organisation resources and processes which allows SPI to deliver on its ambitious agenda

2. Screen Producers Ireland Overview



Strategic Plan 2014-2016

Our Vision

Our Mission

Strategic Objectives

3. Strategic Objectives

An organisation focused on member’s needs and stakeholder management through being

informed, flexible and responsive to the independent content producers operating in Ireland.

Our values are to be:

Respected | Trusted | Informed | Professional | Adaptable

Membership orientated, focused on shaping an economic and cultural environment that is

conducive to the further development of a dynamic Irish independent creative content

production industry, comparable to best international standards.

To be the influential and trusted national representative organisation, promoting economic

growth of independent film, television, animation and digital production companies

operating in Ireland.

1) Support a National Policy Framework

2) Develop a communication plan to position the organisation as the voice of the

sector

3) Develop a Membership Framework

4) Align and integrate the TV, Film and TV Drama, Animation and Digital sectors’

objectives to advise SPI direction

5) Develop a sustainable business model and align the organisation’s capability to

deliver the strategic objectives



In any organisation, there are three separate but complementary roles that need to be carried out:

• Governance - taking overall responsibility for the direction, effectiveness, supervision and accountability of the organisation;

• Management - organising the work of the organisation and making sure that it happens;

• Operations - carrying out the work.

Board, CEO and Staff

The Board is the legal employer of all SPI staff. The key employee in terms of the Board is the CEO. All staff

ultimately report to the CEO.

The relationship between the CEO and the Board is pivotal and needs to be underpinned by a high level of

mutual respect and trust. The CEO, who is directly accountable to the Board, manages the day-to-day running

of the organisation, making management decisions that are in accordance with the agreed strategic,

operational and annual plans and the direction provided by the Board. The CEO is responsible for operational

matters.

The CEO reports to the Board and, within that context, has an ongoing relationship with the Chairperson who

represents the Board. The Chairperson, on behalf of the Board, provides advice and support to the CEO. The

Chairperson acts on behalf of the Board to ensure that the CEO’s performance is appraised annually.

Overview of Responsibilities

Basic principles

Board members have legal and ethical responsibilities both as individual Directors and as a collective Board. These responsibilities apply to those persons formally registered as Directors with the Companies Registration Office and to ‘de facto’ directors (those, if any, who act as if they are Directors). Board decisions can only be made collectively. A key overarching responsibility is that of managing, on an ongoing basis, any strategic, operational, financial and reputational risks to which the organisation may be exposed.

Keeping an overview of direction and progress

Board members are obliged to act as custodians of the organisation’s objectives as set out in the Memorandum of Association. The Board must ensure that the development, ratification and implementation of policy – both internal and external – is effectively implemented within the organisation. The Board must also ensure that sound planning processes are in place. The Board must ensure the development of a draft (long-term) strategic plan. The Board will then need to ensure that (medium-term) operational and (short-term) annual plans are in place to implement the strategic plan. The Board must review progress on plans on a regular basis to ensure that the organisation is achieving its goals, and is being managed competently and prudently in the process. The Board must satisfy itself that adequate systems are in place for record keeping and the collection and interpretation of monitoring and evaluation data. Towards the end of each strategic plan, the Board must arrange for a full evaluation of the plan, as it prepares for the development of the next plan.

4. Governance Overview



Protecting assets

The Board has responsibility for safeguarding all of SPI’s assets. It must therefore ensure that the organisation

has, at any given time, adequate resources to undertake its work as well as systems to safeguard all of its

assets, including appropriate internal controls.

The Board is responsible for all of SPI’s physical assets, such as its premises, furniture, equipment, vehicles and stock. This includes ensuring that there are systems in place for security, insurance, maintenance, and so on. The Board must ensure that SPI has sufficient funds to cover any planned expenditure. The Board is also

responsible for confirming that any funds received by the organisation are properly managed. This means, for

example, making sure that proper financial policies (including reserves), procedures and accounting systems

are in place, that Board members receive regular financial reports and that annual financial statements are

prepared and audited.

The Board determines the remuneration / conditions of employment for the CEO. Proposed amendments are approved by the Board.

Ensuring accountability

It is part of the governance role of the Board to ensure that the organisation is accountable. Accountability is about transparently making decisions, allocating responsibilities, taking action and reporting back to the people who have a legitimate interest in what SPI does – its stakeholders. The Board must ensure that the needs of each group of stakeholders are held in balance, and that one is not allowed to dominate at the expense of others. It is important that the Board is clear that it has a duty to be accountable and that it is also clear how this duty is being discharged. To assist the Board in discharging this duty the Management Team must ensure that it provides the Board with all necessary information.

Fulfilling legal obligations

Individual Directors and Boards as a whole must always act within the law. It is the responsibility of each Board member to satisfy her / himself as to what is lawful. The Board must seek professional advice where necessary and give due consideration to that advice. Directors’ duties include: General fiduciary responsibilities:

• to act within their powers

• to exercise their powers in good faith and the interests of the company

• to promote the success of the company

• to exercise independent judgement

• to exercise reasonable care, skill and diligence

• to avoid conflicts of interest

• not to accept benefits from third parties in proposed transactions

Duties as a company officer under the Companies Acts:

• to maintain proper books of account;

• to prepare annual accounts;

• to have an annual audit performed (where necessary);

• to maintain certain registers and other documents;

• to file certain documents with the registrar of companies;

• of disclosure of certain personal information;

• to convene general meetings of the company;



• duties regarding transactions with the company;

• duties of directors of companies in liquidation and directors of insolvent companies

The Director of Corporate Enforcement provides useful general information to Directors on their responsibilities on the ODCE website: http://www.odce.ie/en-gb/publications/companylawguidance/informationbooks.aspx

The Board must also ensure that the organisation complies with other statutory and regulatory requirements, such as data protection, employment, equality, health, safety and welfare and tax legislation. It must satisfy itself that appropriate policies, procedures and practices are in place in relation to these.



Specific roles and responsibilities

CHAIR CHIEF EXECUTIVE (“CEO”)

1. Reporting Lines

1.1 The Chairman reports to the board (the “board”). 1.1 The CEO reports to the Chairman (acting on behalf of the board) and to the board directly.

2. Key Responsibilities

2.1 The Chairman’s principal responsibility is the effective running of the board.

2.1 The CEO’s principal responsibility is running the Company’s business.

2.2 The Chairman is responsible for ensuring that the whole board plays a full and constructive part in the development and determination of the Company’s strategy and overall commercial objectives.

2.2 The CEO is responsible for proposing and developing the Company’s strategy and overall commercial objectives, which s/he does in close consultation with the Chairman and the board.

4.3 The Chairman is the guardian of the board’s decision-making processes.

2.3 The CEO is responsible for implementing the decisions of the board and its Committees.

3. Other Responsibilities

3.1 Running the board and setting its agenda. 3.1 Providing input to the board’s agenda.

3.2 Ensuring that board agendas take full account of the important issues facing the Company and the concerns of all board members. There should be an emphasis on strategic, rather than routine, issues.

3.2 Ensuring that s/he maintains a dialogue with the Chairman on the important and strategic issues facing the Company, and proposing board agendas to the Chairman which reflect these.

3.3 Ensuring that the board receives accurate, timely and clear information on the Company’s performance, the issues, challenges and opportunities facing the Company and matters reserved to it for decision.

3.3 Ensuring that the executive team gives appropriate priority to providing reports to the board which contain accurate, timely and clear information (see Board Paper cover sheet overleaf).

3.3 Ensuring, with the advice of the company secretary where appropriate, compliance with the board’s approved procedures, including the schedule of Matters Reserved to the board for its decision and each Committee’s Terms of Reference.

3.4 Ensuring that s/he and the executive team comply with the board’s approved procedures.

3.4 Arranging informal meetings of the directors, (including meetings only of the non-executive directors), as required, to ensure that sufficient time and consideration is given to complex, contentious or sensitive issues.

3.5 Ensuring that the Chairman is alerted to forthcoming complex, contentious or sensitive issues affecting the Company of which he might not otherwise be aware.

3.6 Proposing to the board, in consultation with the CEO, company secretary and Committee Chairmen as appropriate:

• a Schedule of Matters Reserved to the board for its decision

• Terms of Reference for each Committee

• other board policies and procedures.

3.6 Providing input to the Chairman and company secretary on appropriate changes to the ‘Schedule of Matters Reserved to the Board’ and ‘Committee Terms of Reference’.

3.7 Initiating change and succession planning in board appointments to retain and build an effective and complementary board, and to facilitate the appointment of effective and suitable members and Chairpersons of Committees.

3.7 Providing information and advice on succession planning, to the Chairman and other members of the board.

3.8 Ensuring that there is effective communication by the Company with its members (shareholders).

3.8 Leading the communication programme with members.


1 0 | P a g e SCREEN PRODUCERS IRELAND |CORPORATE GOVERNANCE MANUAL

Company Secretary

1. Keep the Company’s Register of Members and Directors up to date and available for inspection.

2. Ensure that the AGM is held within at least 15 months of the last AGM.

3. Ensure that the annual return is made to the Companies Registration Office.

4. Notify the Companies Registration Office of any changes to Directors.

5. Notify the Companies Registration Office of any amendment to the Memorandum and Articles of Association.

6. Call and administer General Meetings according to the rules in the Articles of Association.

7. Keep the (signed) minutes books for the Board and any sub-committee and working group meetings.

8. In conjunction with the Treasurer, make sure that the accounts are prepared and audited.

9. Keep copies of all annual returns and accounts.

10. Ensure the Certificate of Incorporation is displayed.

11. Make sure that the name of the organisation is displayed outside the premises.

12. Make sure that the Company name, registered number and Directors’ details appear on the letterhead (unless an exemption is obtained from the Companies Registration Office).

13. Ensure, in consultation with the Chairperson and the CEO, that Board meetings are properly planned and carried out.

14. Make the practical arrangements for the meeting.

15. Ensure that Board minutes are taken and a draft sent to Chairperson within seven working days.

16. Ensure the agendas, reports / papers and minutes for meetings are circulated in good time.

17. Ensure that new Board members are inducted in keeping with Section 7.4.3 of this Manual.

18. Make sure that all legal agreements / contracts are properly discussed and agreed by the Board and kept in a safe place.

19. Comply with any other duties as imposed by the Companies Acts (taking particular account of the new Consolidated Act about to be passed)



Board Members

The Board members (including the Chairperson) shall have collective responsibility to:

1. establish the strategic direction of SPI, within the framework laid down by its Memorandum and Articles of Association and the resources allocated to it

2. direct, support and evaluate the CEO to ensure that SPI complies with all statutory and regulatory requirements

3. fully engage in impartial and balanced consideration of all issues

4. assure SPI’s system of internal financial control, operations compliance and risk management (this requirement can be delegated to the Audit Committee)

5. contribute to any Committee of the Board

6. share corporate responsibility for all Board decisions

7. be objective in their work on behalf of SPI

8. ensure full compliance with Conflict of Interest Policy and Procedure and Codes of Governance and Business Conduct

9. treat papers marked for non-disclosure as confidential to themselves, not discuss them with others outside SPI, not leave them unattended and where others may obtain access to them, and dispose of them appropriately

Each Board member is individually responsible for:

10. on appointment to the Board furnishing to the Secretary to the Board details relating to his/her employment and all other business interests including shareholdings, professional relationships, etc. which could involve a conflict of interest or could materially influence the member in relation to the performance of his functions as a member of the Board

11. attending Board meetings on a regular basis and be well prepared by reading relevant papers in advance

12. contributing to the work of committees that have been established by the Board

13. complying with all aspects of relevant Governance Codes (directly and indirectly applicable e.g. the Code of Practice for the Governance of State Bodies) the Voluntary Disclosure Code for Not for Profit Organisations.

14. informing the Board, via the Chairperson, of any new appointments they accept which may impinge on, or conflict with, their duties as a Board member acting in good faith and in the best interests of SPI

15. not disclosing, without the consent of the Board, save in accordance with law, any information obtained by him or her while performing duties as a member of the Board

16. responding to any information requests made directly to him or her, relating to the activities of SPI, including referring any request to the Chairperson (or the Secretary to the Board on his or her behalf) for appropriate processing

17. not misusing information gained in the course of their appointment for personal gain or political purpose

18. representing the Board at meetings and events when required.



Board Committees

General Rules Applying to Committees

• Committee members, including the Chair, are appointed by the Board for a period of three years.

• Only fully paid up members of SPI are eligible to put themselves forward for committee membership.

• The terms of reference for Committees are agreed and can be amended by the Board

• A written agenda and any supporting documentation will be circulated to members preferably one

week in advance of the meeting with the exception of meetings called at short notice in the event of

urgent issues requiring to be addressed.

• Minutes will be taken by the SPI secretariat. They will be sent for approval to the Chair before being

circulated to the rest of the Committee. If the Chair does not respond to the draft minutes within 5

days, the minutes will be circulated to the rest of the Committee. Minutes can be made available

immediately to the Board of SPI at their request.

• The Chair shall present a report on the work of the committee to the SPI AGM.

• All Committee members are free to contact other Committee members directly or any member of the

SPI executive in relation to issues raised at a committee meeting.

• Committees will have the necessary authority to pursue their stated objectives; however, they will not

have the authority to make statements on behalf of SPI. In the event of an urgent issue arising, the

Chair of the Committee will speak directly to the Chair of the Board.

• Generally, meetings will take place at the SPI offices.

• Committee Chairs will report on progress to the Board at each meeting of the Board.

• Committees shall meet according to what is determined in their terms of reference.

• Committees can invite other Board members and procure or seek the advice and support from

individuals or bodies outside of the Committee or Board membership.

• The Board may appoint persons to a Committee who are not members of the Board but have special

knowledge and experience related to the purpose of the committee.

• Any disclosure of interests by any member of the Committee must be discussed with, and reported to,

the Chairperson of the Board.

• A quorum for a Committee meeting shall be three members of the Committee to include a Board

member.

• Any member or members of the Committee may, at any time, be removed by the Board and another

or other persons appointed.

• The CEO or other designated officer working on behalf of the Authority will attend the committee

meetings, unless considered inappropriate by the Chair of the Committee.

• The executive of SPI will be available to the committee to work on issues of importance for the

committee. The SPI CEO will decide if additional resources are required for the work of the

committee.

• An annual review of the work of the Committee will be undertaken by the committee led by the Chair

at the end of each calendar year.

Established Committees



Established Committees

The following is a list of Committees which have been formed to support the work of the Board:

Film & TV Drama Committee | Animation Committee | Section 481 Working Group

Film & TV Drama Committee

Roles and Responsibilities

The purpose of the SPI Film and Drama Committee is to consider issues of importance to the film & TV

drama sector and to ensure the domestic environment is a conducive as possible to the continued

development and growth of film and TV drama production in Ireland.

Priorities of the committee are:

* Ensuring Ireland's production tax incentive remains internationally competitive for film & TV drama.

* Ensuring Ireland’s Film & TV drama employee relations environment is internationally competitive.

* Ensuring stakeholders charged with developing policies to support the film & TV drama sector are

ssadequately funded and informed on all key issues.

Membership

Committee numbers – 10 maximum (to include Chair, Vice-Chair and eight Members). The committee must

contain at least one board member of SPI.

Chair

Any member can nominate him/herself or another for the position of Chair or Vice-Chair. Each committee

will conduct a vote for each position. In the event of a tie, the Board of SPI will have the final decision. This

decision is to be taken by the Board of SPI at the Board meeting following the committee meeting in which

the tied vote took place.

Frequency of meetings

Four times a year, preferably once each quarter. The Committee Chair is entitled to call additional meetings

in the event of an urgent issue requiring consideration.



Animation Committee


The purpose of the SPI Animation Committee is to consider issues of importance to the animation sector and to ensure the domestic environment is as conducive as possible to the continued development and growth of animation production in Ireland.

Priorities for the committee are:

* Ensuring Ireland's production tax incentive remains internationally competitive for animation production.

* Ensuring stakeholders charged with developing policies to support the animation sector are adequately

funded and informed on all key issues

Membership



Chair






Three/four times a year. The Committee Chair is entitled to call additional meetings in the event of an

urgent issue requiring consideration.



Section 481 Working Group


To ensure the continuance of the S481 tax incentive in Ireland and to ensure that competitiveness with

international fiscal incentives is maintained

Membership



Chair






As required.



New Board Members

The Board, led by the Chairman, will seek to ensure that the Board at all times has the combination of skills

and experience among its Board Members to enable it to discharge its functions effectively, consistent with

the procedures laid down in its articles of association governing the appointment of directors (see Appendix

1).

To this end it uses a skills matrix to:

• identify the skills required of the Board collectively and of its members individually • assess the relative strengths of current Board Members • identify skills that are missing or would benefit from being strengthened, and, • selecting appropriate candidates who can provide the need for missing or strengthened skills

See Appendix 2 for the draft skills assessment template. It is envisaged that this template will be further

developed and applied to satisfy the need for appropriate director nomination for election.

Induction of new Board Members

A new director faces a huge learning curve. The following areas, together with the Illustrative Information Pack (see Appendix 3), are intended to form the basis of a tailored induction for directors.

• The role of a director • Board issues

o Board and committees o Board meetings o Boardroom behaviours o Rules, regulation and guidance o Board procedures o Current issues

• The nature of the company, its business and its markets • Building a link with the company’s people • The company’s main relationships

Such a programme of training will need to be tailored to the needs of the particular director to avoid repeating information the director is already well versed in; ideally, the training should be delivered over a period of time rather than all at once. The critical matter in relation to the Board Governance Manual is its implementation. The Manual needs to

influence the ongoing thinking of Board members as they individually consider their role as Directors of SPI and

collectively in the operation of Board meetings

Board Meetings

Good board papers are a prerequisite for good board meetings. Appendix 4 provides a checklist of characteristics to incorporate into board papers along with a sample cover sheet. Board meetings should be conducted in a manner which ensures that the Board can effectively carry out its functions. The importance attaching to appropriate behaviours is receiving increasing attention as a prerequisite for good governance. Board members should act with independence, rigour, integrity, probity, honesty, mutual trust and display high standards of conduct. A guideline on board etiquette is set out in Appendix 5.

5. Board Processes and Policies



It is important that the Board agrees flexible procedures for dealing with urgent matters that require action between Board meetings. For example, the Chairperson and one other Board member might be authorised to take urgent decisions on behalf of the Board; it is important that any such delegation is minuted during meetings. An illustrative board timetable is set out in Appendix 6.

D&O Cover

Details of current D&O cover are set out in Appendix 7.

Review of the Governance Manual

There is to be a general review of the implementation of the Manual by the Board three years from its adoption and commencement. It is anticipated that the Manual will be fully operational by the end of this time period.

Board Annual Performance Review

The Board will conduct an annual appraisal of its own performance, that of its sub-committees and working groups and that of individual Board Members. This will be done within the context of the organisation’s plans and policies, as well as this Manual. Particular emphasis to be given to delegation of responsibilities, communication channels and methods, skill sets and skills gaps, training needs, Board planning of work, and relevant external factors (such as changes in legislation and regulatory frameworks). The Chairperson will ensure that this annual performance review takes place. (See Appendix 8 for a checklist that can be used at each board meeting).

Reserved Powers / Delegated Authorities



Reserved Powers/Delegated Authorities

Matters reserved to the Board

1. Strategy and management

1.1 Overall leadership of the Company and setting the company's values and standards

1.2 Approval of the company’s strategic aims and objectives

1.3 Approvals of the annual operating and capital expenditure budgets

1.4 Oversight of the company’s operations and review of performance

1.5 Extension or cessation of a significant part of the company’s activities

2. Structure and capital

2.1 Changes relating to the company’s structure, management and control structure.

3. Financial reporting and controls

3.1 Approval of the annual report and accounts, [including the corporate governance statement and

directors' remuneration report].

3.2 Approval of any significant changes in accounting policies or practices.

3.3 Approval of material unbudgeted capital or operating expenditures

4. Internal controls

4.1 Ensuring maintenance of a sound system of internal control and risk management

5. Contracts

5.1 Approval of major projects which are material strategically

5.2 Major investments.

6. Communication with members and major stakeholders

6.1 Approving a communications plan for the organisation.

6.2 Approval of resolutions and corresponding documentation for AGMs/EGMs

7. Board membership and other appointments

7.1 Changes to the structure, size and composition of the board.

7.2 Ensuring adequate succession planning

7.3 Selection of the chairperson of the board and the chief executive.

7.4 Appointment, reappointment or removal of the external auditor

8. Remuneration

8.1 Determining the remuneration policy for Chief Executive.

9. Delegation of authority

9.1 The division of responsibilities between the chairman and the CEO (including authority limits)

9.2 Establishing board committees and approving their terms of reference and routine reports

10. Corporate governance matters

10.1 Undertaking an annual review of performance of both the Board and its Committees.

10.2 Determining the independence of non-executive directors in light of their character, judgment and

relationships.

10.3 Review of the company’s overall corporate governance arrangements.

10.4 Authorising conflicts of interest where permitted by the Company’s articles of association.

10.5 Approval of policies



Code of Conduct for Directors

Purpose

The purpose of this code of conduct is to provide directors with clear guidelines as to their standard of

behaviour, responsibilities, and best practice in fulfilling their obligations to this not-for-profit

organisation. This document should be read in conjunction with the director role description and the

conflicts of interest policy, prior to completing the register of interests.

General

• Directors should familiarise themselves with the Code of Practice for the Governance of State Bodies and the Voluntary Disclosure Code for Not-for-Profit Organisations and take appropriate action with regard to compliance.

• Directors must have a good understanding of, and be sympathetic with, the aims and objects of SPI and act in accordance with the governing document at all times.

• Directors must act and make decisions in the best interests of SPI.

• Directors should do their best to avoid conflicts of interest, and where they do find themselves conflicted should declare that fact and not take part in any relevant decision making, in accordance with the conflict of interest policy.

• Where assistance and advice is required for the directors to be able to make the most appropriate decision affecting SPI, that assistance/advice should be sought from an appropriate source (e.g. professional adviser) and considered carefully.

• Directors must play an active role in director board and sub-committee meetings, having spent due time reading and digesting board papers in preparation for the meeting. A minimum attendance at [75%] of meetings is required of directors to ensure that best practice in governance is reached and maintained, though this should be checked with SPI’s governing document.

• Directors must not receive any financial or non-financial benefit that is not explicitly authorised by the governing document. Directors should not exert any influence to garner any preferential treatment for themselves or their family, or other connected persons (refer to conflict of interest policy).

• Directors are jointly and severally liable for their decisions, therefore decisions should be taken together, as a team, recorded accurately in the minutes, and communicated to staff, members and funders in a unified manner.

• Directors are accountable to a range of interested parties for their actions and as such decision-making and governance issues should be as transparent as possible, except for when confidentiality is required.

• Should a director feel they require further guidance or training in their role, it is their responsibility to inform SPI secretary, and in liaison with SPI secretary develop opportunities for new training on an individual or group basis.

• Any information of a confidential nature must remain so outside the confines of the director meeting.

• Treat others with respect and keep contributions at meetings brief and to the point

• Respect the confidentiality of the deliberations at Board meetings and the views expressed by members

• Serve on sub-committees and working groups and take on any special assignments as necessary

• Undertake agreed actions as soon as possible after meetings

• Actively and positively promote SPI and its work as appropriate

• Keep up to date on developments in the organisation’s field.



Conflict of Interest Policy

Directors have a legal obligation to act in the best interests of Screen Producers’ Ireland, and in accordance with the organisation’s governing document, and to avoid situations where there may be a potential conflict of interest. Conflicts of interests may arise where an individual’s personal or family interests and/or loyalties conflict with those of Screen Producers Ireland. Such conflicts may create problems; they can:

• inhibit free discussion; • result in decisions or actions that are not in the interests of Screen Producers Ireland; and • risk the impression that Screen Producers Ireland has acted improperly.

The policy aims to protect both SPI and the individuals involved from any appearance of impropriety.

The Declaration of Interests

Whether an interest, gift of hospitality is considered “significant” is a matter for judgement. It should include

consideration of the following which might bring, or be perceived as bringing, a conflict:

• Current employment and any previous employment in which you continue to have a financial interest

• Appointments (voluntary or otherwise), e.g. directorships, local authority membership, tribunals etc

• Membership of any professional bodies, special interest groups or mutual support organisations.

• Investments in unlisted companies, partnerships and other forms of business, major shareholdings

and beneficial interests

• Gifts or hospitality offered to you by external bodies and whether this was declined or accepted in the

last twelve months

• Any contractual relationship with SPI

• Any other conflicts that are not covered by the above

To be effective, any declaration of interests needs to be updated periodically. If you are not sure what to

declare, or whether/when your declaration needs to be updated, please err on the side of caution. If you

would like to discuss this issue, please contact the SPI Board Secretary.

Data Protection

The information provided will be processed in accordance with SPI’s data protection policy.

What to do if you face a Conflict of Interest

You should declare your interest at the earliest opportunity and withdraw from any activity where that conflict

(or potential conflict) could negatively impact SPI. If you have a conflict of interest, you must not be involved

in managing or monitoring a contract in which you have an interest. If you fail to declare an interest that is

known to the SPI Chair or Secretary, the chair will declare that interest.

Decisions taken where a Director or Member of Staff has an Interest

In the event of the board having to decide upon a question in which a director or member of staff has an interest, all decisions will be made by vote, with a two-thirds majority required. A quorum must be present for the discussion and decision; interested parties will not be counted when deciding whether the meeting is quorate. Interested board members may not vote on matters affecting their own interests.

Directors and staff are required to declare their significant interests* (including any significant*

gifts or hospitality received in connection with their role in Screen Producers Ireland).



The following details of decisions under a conflict of interest will be recorded and reported in the minutes: • the nature and extent of the conflict; • an outline of the discussion; • the actions taken to manage the conflict.

Where a member of SPI’s staff is connected to a party involved in the supply of a service or product to SPI, this

information will also be fully disclosed in the annual report and accounts.

As a matter of good practice, the Chair will ask for a declaration of any conflicts at the start of each meeting in

relation to items on the agenda for that meeting.

Managing Contracts

If you have a conflict of interest, you must not be involved in managing or monitoring a contract in which you have an interest. Monitoring arrangements for such contracts will include provisions for an independent challenge of bills and invoices, and termination of the contract if the relationship is unsatisfactory.



Model Format of Declaration

I as employee/director* (*delete as appropriate) of Screen Producers Ireland have set out below my interests

in accordance with the organisation’s conflicts of interest policy.

Category

Please give details of the interest and whether it applies

to yourself or, where appropriate, a member of your

immediate family, connected persons or some other

close personal connection.

Current employment and any previous employment in which you continue to have a financial interest.

Appointments (voluntary or otherwise), e.g. directorships, directorships, local authority membership, tribunals etc.

Membership of any professional bodies, special interest groups or mutual support organisations.

Investments in unlisted companies, partnerships and other forms of business, major shareholdings and beneficial interests.

Gifts or hospitality offered to you by external bodies and whether this was declined or accepted in the last twelve months

Any contractual relationship with SPI

Any other conflicts that are not covered by the above

To the best of my knowledge, the above information is complete and correct. I undertake to update as necessary the information provided, and to review the accuracy of the information on an annual basis. I give my consent for it to be used for the purposes described in the conflicts of interest policy and for no other purpose. Signed: Position: Date:



Directors are appointed for a period of three years unless this is affected by the Rotation of Directors clause.

This may result in directors serving for a period less than 3 years.

Rotation of Directors

41. At the first annual general meeting of the company next to be held by the company, all the directors shall

retire from office and at the annual general meeting in every subsequent year one third of the directors for the

time being or if their number is not three or a multiple of three, then the number nearest one third shall retire

from office

42. The directors to retire in every year shall be those who have been longest in office since the last election but

as between persons who become directors on the same day those to retire shall (unless they otherwise agree

amongst themselves) be determined by lot.

43. A retiring director shall be eligible for re-election

44. The company at the meeting at which a director retires in manner aforesaid may fill the vacated office by

electing a person thereto, and in default the retiring director shall if offering himself for re-election be deemed

to have been re-elected unless at such meeting it is expressly resolved not to fill such vacated office or unless a

resolution for the re-election of such director has been put to the meeting and lost.

45. No person other than a director retiring at the meeting shall, unless recommended by the directors, be

eligible for election to the office of director at any general meeting unless not less than 3 nor more than 21 days

before the date appointed for the meeting, there has been left at the office notice in writing, signed by a member

duly qualified to attend an vote at the meeting for which such notice is given of this intention to propose such a

person for election, and also notice in writing signed by that person of his willingness to be elected.

46. The company may from time to time by ordinary resolution increase or reduce the number of directors end

may also determine in what rotation the increased or reduced number is to go out to office.

47. The directors shall have power at any time, and from time to time, to appoint any person to be a director,

but so that the total number of directors shall not at any time exceed the number fixed in accordance with these

articles. Any director so appointed shall hold office for a period of up to two years following their appointment,

and shall be eligible for re-election but shall not be taken into account in determining the directors who are to

retire by rotation at such meeting.

48. The company may by ordinary resolution of which extended notice has been given in accordance with section

142 of the Act remove any director before the expiration of his period of office, notwithstanding anything in

these articles or in any agreement between the company and such director. Such removal shall be without

prejudice to any claim such director may have for damages for breach of any contract of service between him

and the company.

49. The company may by ordinary resolution appoint another person in place of a director removed from office

under article 48. Without prejudice to the powers of the directors under articles 47, the company in general

meeting may appoint any person to be a director, either to fill a casual vacancy or as an additional director.

Appendix 1 – Extract from Articles of Association of Screen Producers Ireland



See copy of Draft Skills Assessment overleaf.

Appendix 2 – Draft Skills Assessment Template

CIMMYTBoard Skills Matrix yes

High 3

Medium 2

Low/NA 1

Name Name Name Name Name Name Name Name Name Name Name Name Name Name Name

Enter Month Year

Industry-specific 2 2 3 2 3 3 3 1 3 3 3 3 3 1 2

Belief in/Support of Mission

Industry Knowledge:

Film & TV Drama

Entertainment/Documentary/Reality TV

Animation

Digital

Lobbying

IR/ER/HR

Stakeholder Knowledge

Corporate skills Board experience

Financial

Governance

Human Resources

Legal

Marketing/PR

Organizational Management

Remuneration

Risk Management

Strategy and Policy Development

Personal skills Business acumen

Change agent

Commitment

Common sense

Decision-making

Effective communicator

Good listener

Independence

Judgement

Leadership

Political astuteness

Male Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes

Female Yes Yes Yes Yes Yes

Priority Legend

Board of Directors

Gender

This tool is designed to help boards assess the level of experience each director has in various skill areas, as well as the overall composition of the board as it relates to diversity.

Directions: In the Skills/Experience Section , rate each board director using a scale of High(3) to Low/Not Applicable (1) to reflect the level of experience possessed in a particular area. In the Demographic Background Section , enter the qualifications as it relates to

each director. Once completed, continue to Tab 2 ("Matrix Analysis").

Demographic Background

Term Expiration Date

Skills & Experience



In the first instance, a new director will require a comprehensive information pack to provide essential orientation on the company, its governance and operation. The following outlines the information a new director may require in the first months in office:

The ‘Big Picture’

1. a high level description of the organisation (brief history, organisation chart, details of all locations, email and web addresses)

2. a copy of the strategy (including the mission, vision and values statements) 3. a copy of the annual business plan and budget

Governance Overview

4. a description of the role of the director and a summary of his or her responsibilities and continuing obligations. This may need to be more detailed where the appointee has no previous experience (for example, using the ODCE’s Explanatory Guides)

5. a copy of the Board’s Governance Manual 6. a copy of the most recent company returns, as appropriate 7. the minutes of general meetings (annual and extraordinary). 8. the minutes of board meetings for the last year. 9. details of relevant committees and sub-committees with terms of reference, details of membership

Director practicalities

10. a list of current directors, the secretary and their respective dates of appointment including short bio for each

11. the schedule of dates of future board meetings, committees and sub-committees, as appropriate 12. a description of the procedures to be adopted at board meetings. These would normally cover details

such as:

• when the papers are sent out

• normal location of meetings

• how long they last

• an indication of the routine business transacted

• procedure for raising items for consideration

• meeting arrangements, e.g. access, parking, lunch and other expenses, etc

Finances and related materials

13. the annual audited accounts for the past three years 14. a copy of all management accounts prepared since the last audited accounts 15. details of major contractual obligations, if any 16. summary details of insurance policies 17. details of any ongoing litigation presently being undertaken, if any, either by the company or against

the company

Other

18. a copy of this checklist so that the director can check for any omissions

Appendix 3 – Illustrative Information Pack for New Directors



Effective board papers are characterised by the following:

Relevant information presented should be sharply focused. It should reflect the

organisation’s objectives and overall strategy.

Integrated the systems and processes used should satisfy both internal and internal reporting

needs.

In perspective information should be presented in a relevant time context

Timely better for the Board to receive information that’s imperfect (but within acceptable

tolerances of precision) in good time, than completely accurate information too

late.

Reliable information should be of good enough quality for the Board to be confident in it.

This will depend on its source, integrity and comprehensiveness.

Comparable Both financial and non-financial reporting should include appropriate comparable

data, e.g. prior period, budget, forecast, plan etc)

Clear Reports should be written clearly and simply, supported by judicious use of graphs

and charts. Key indicators and trends should be obvious.

But a number of trade-offs must also be mastered to create a good Board Paper, notably:

Being comprehensive but succinct – enough information must be provided but not to the point

of overloading Directors whose time is at a premium

Being accurate but timely – there is no magic answer to this trade-off – the key is to strike a

balance that the Board understands and finds usable

Assuming common understanding but providing detailed background – some Boards like

to use a standard template. This enables Directors familiar with the background to deal with the issue

quickly while those less familiar can spend time on back-up papers.

Using accepted abbreviations without excessive jargon - newly appointed Directors often

struggle to familiarise themselves with jargon that experienced colleagues use without thinking

Those preparing board papers should strive to incorporate these qualities in their work. In osme cases

(especially where papers are unavoidably long) it may be useful to include a cover sheer in the style produced

overleaf to make it easier for Baord Members to quickly assimilate the import of the paper.

Appendix 4 – Format of Board Papers



Sample cover sheet for Board Papers

Agenda Item No. Agenda Item Paper Reference

2 2013-9-2

FOR INFORMATION / DISCUSSION / APPROVAL

Sponsor (name)

Executive Summary • • • •

Background

(provide detail )

Issues and options

Recommendation

Approval of Board

Paper

Sponsor ________________________ Date_______________

CEO __________________________ Date______________



Before the meeting

• Be clear as to the purpose of the meeting and the role you play at that meeting.

• Having received the board papers five working days before the meeting, read the agenda, and any

supporting papers ahead of the meeting and prepare questions to be raised at the appropriate time, or

think of suggestions to resolve problems.

• Be clear on the decision that is being asked for.

• Request further information ahead of the meeting or seek clarification from the Secretary or report

author (including highlighting typographical and other errors not of material consequence), where

appropriate.

• Submit apologies, and (where appropriate) arrange for an alternate to attend (ensuring the alternate is

well-briefed) where the use of alternates are permitted in the governing document.

• Arrive for the meeting on time, stay for its duration, and ensure regular attendance at all meetings.

During the meeting

• Dedicate your attention to the purpose of the meeting and refrain from performing other

duties at the same time.

• Turn off your mobile phone/electronic communications device. When an electronic device must be

kept on, turn to silent/vibrate and excuse yourself from the meeting should you need to answer an

urgent call; forewarn attendees that you are expecting an urgent call and gain the permission of the

chairman to keep the electronic device on.

• Declare any potential or real conflicts of interest with regard to any matter on the agenda.

• If people are joining the meeting via video conferencing, be aware of time delays when

listening/responding.

• Unless there are specific reasons for doing so, no part of the meeting should be visually or audio

recorded. If such recording is agreed, the chairperson must inform the meeting beforehand.

• If appropriate, attract the chairperson’s attention when wishing to contribute to the discussion, and

wait until the chairperson indicates that you may speak so as to avoid interrupting a fellow board

member. Direct comments and discussion through the chair.

• When invited to speak by the chairperson, do so clearly, concisely and at a volume that all attendees

can hear, without shouting. Avoid the use of jargon and acronyms.

• Throughout the meeting, be respectful of the role of the chair in encouraging debate, summarising

discussion and clarifying decisions made.

• Be constructive and professional in the way you impart an opinion or information.

• Listen attentively and respectfully to others, making notes of any points you would like to raise when

an opportunity to respond has been accorded; do not interrupt when others are speaking.

• Ensure you maintain body language that demonstrates your participation and engagement in the

meeting.

• Challenge inappropriate behaviour/language from other board members at the time via the chair or

after the meeting if more convenient.

• Treat attendees fairly and consistently, even when you disagree with their point of view.

• Challenge/criticise constructively, and ensure that any challenges are proportional and well founded in

facts or seek to attain clarity in a matter. Challenge the issue being discussed, not the personality.

• Do not act territorially/personally; remember the need to contribute to the corporate nature of the

board. Regard and welcome challenge as a test of the robustness of papers and arguments presented.

• Do not cause offence or take offence; accept the diversity of opinions and views presented.

• Stay focused on agenda items.

Appendix 5 – Boardroom Etiquette



• Refrain from private conversations with others at the meeting (whether spoken or written), and the

passing of notes.

• Keep confidential matters confidential. Do not participate in gossip arising from board matters.

• Know and understand the role you play at the meeting and the need for the board to act as a corporate

body (i.e. not to pursue self-interest or that of another body).

• Seek professional guidance/clarification from the chairperson during the meeting (or Secretary outside

the meeting) wherever there may be any concern about a particular course of action.

• Do not attend the meeting if under the influence of any substances, legal and illegal, that will impair

your performance and contribution to the meeting.

After the meeting

• Participate and contribute to any post-meeting review with a view to making future meetings more

effective.

• Draft minutes should be circulated swiftly after the meeting and these should be read with a view to

clarifying matters at the earliest opportunity and reducing the time approving the minutes at the next

board meeting.

• Read any post meeting action plan and ensure you complete the tasks accorded to you and report back

appropriately on their completion in a timely manner.

• Observe the confidentiality and sensitivity of matters discussed at the meeting and ensure that all

papers are stored safely.

• Respond to e-mail and telephone calls and other communications in a timely and appropriate manner.

• Remember that decisions were taken collectively by the board and therefore that responsibility remains

collective too.

Breaches of the Board Etiquette

Where there is evidence of this board etiquette policy being breached, the chair, with guidance from the

company secretary, will recommend the necessary action to be taken. Any meeting to discuss breaches of board

etiquette will be discussed without the presence of the member accused of inappropriate behaviour.



The following provides an illustrative timetable for the Board. It should be updated to take particular account

of SPI’s needs and practices.

J F M A M J J A S O N D ‘16 ‘17

Strategies, Plans and Performance

Review Vision, Mission, Values and up to date SWOT x

Preliminary review of Strategic Plan x

Review and approval of updates to Strategic Plan (if any)

x

Review and approval of budget assumptions x

Review and approval of Operating Budget x

Financial Control

Appoint (or re-appoint) External Auditors x

Set Audit fees x

Review and approve annual Financial Statements x

Review quarterly financial results x x x x

Human Resources and Compensation

Approve Director objectives x

Complete evaluation of Board/Committees/Directors

x

Review senior management compensation x

Review management succession and development plans

x

Governance

Review Board profile, succession, nominations x

Receive Committee reports x

Appoint Committee Chairs and Members x

Annual Meeting x

Board Manual review

Appendix 6 – Illustrative Board Timetable



See copy of policy overleaf

Appendix 7 – Details of D & O Cover



Board assessment starts with ensuring that directors with appropriate skills are appointed to the board,

following a detailed assessment of skills needs. The following template provides a basis both for initial

determination of needs and for later assessment of individual and collective board performance. In the

interests of embedding a culture of continuous improvement, it can be used at every board meeting.

Strength Opportunity to Strengthen

Performance and Conformance Objectives

Media Sector understanding /competence

Strategic Leadership

Risk Management

Finance

Corporate Governance / Secretarial

IR/HR

Business Development

Legal

Marketing/PR/Communications

General Characteristics

Business Acumen

Corporate Governance Awareness

Financial/Accountancy Proficiency

Board /Committee Experience

Ability to Challenge Management

Strategic Thinking

Contributor at Meetings

Committed

Independent /Able to manage conflicts

Qualities/Values

Honesty & Integrity

Leadership Skills

Management Skills

Communication Skills

Team Player

Respectful of All

Appendix 8 – Checklist to assist Board Assessment



CORPORATE GOVERNANCE MANUAL

77 Merrion Square, Dublin 2, Ireland

Tel: + 353 (0)1 662 1114 Web: www.screenproducersireland.com

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