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On Board: A Guide for Board Members of Public Bodies in Scotland

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Appendix 2.1 Good Corporate Governance: A Checklist

Roles, Responsibilities and Relationships

Yes

No

Statutory Accountability

1 Has the Board established effective arrangements to ensure compliance with all applicable statutes and regulations, and other relevant statements of best practice?

Accountability for Public Money

2 Has the Board established appropriate arrangements to ensure that public funds are:

  • properly safeguarded?
  • used economically, efficiently and effectively?
  • used in accordance with the statutory or other authorities that govern their use?

Communication with Stakeholders

3 Has the Board established:

  • clear channels of communication with the body's stakeholders?
  • appropriate processes to ensure that such channels operate effectively in practice?

4 Has the Board made an explicit commitment to openness in all the activities of the body?

5 Does the Board make publicly available the names of all Board members, together with their relevant other interests?

Roles and Responsibilities

6 Is there a clearly defined division of responsibilities at senior management level?

7 Does the Board:

  • meet regularly?
  • retain full and effective control over the body?
  • monitor the executive management?

8.1 Has the Board established a framework of strategic control (or scheme of delegated or reserved powers)?

8.2.1 Does the framework of strategic control include a formal schedule of those matters specifically reserved for the collective decision of the Board?

8.2.2 Does the Board maintain an up-to-date framework of strategic control?

9.1 Has the Board established clearly documented and understood management processes for:

  • policy development, implementation and review?
  • decision-making, monitoring, control and reporting?

9.2.1 Has the Board established formal procedural and financial regulations to govern the conduct of its business?

10 Has the Board established appropriate arrangements to ensure that it has access to all such relevant information, advice and resources as is necessary to enable it to carry out its role effectively?

11 Is the role of the Chair formally defined in writing?

12.1 Are non-executive Board members:

  • independent of management?
  • free from any other relationships which may materially interfere with exercising an independent judgement on issues of strategy, performance, resources and standards of conduct?

12.2.1 Are the duties, terms of office, remuneration and its review, of non-executive Board members defined clearly?

13.1 Does the Chief Executive have line responsibility for all aspects of executive management?

13.2 Is he or she accountable to the Board for the ultimate performance and implementation of the Board's policy?

14 Has the Board made a senior executive responsible for ensuring that appropriate advice is given to it on all financial matters?

15 Has the Board made a senior executive responsible for ensuring that Board procedures are followed and that all applicable statutes and regulations and other relevant statements of best practice are complied with?

16 Has the Board established a remuneration committee to make recommendations on the remuneration of top executives?

Effective Financial Management

Annual Reporting

17 Does the Board publish on a timely basis an objective, balanced and understandable annual report?

18 Does the Board include in its annual report a statement confirming that it has complied with relevant standards or codes of corporate governance?

Internal Controls

19.1 Has the Board taken steps to ensure that systems of internal control:

  • are established?
  • continue to operate in practice?

19.2 Does the Board include in its annual report a statement on the effectiveness of the body's systems of internal control?

20 Has the Board taken steps to ensure that effective systems of risk management are established as part of the systems of internal control?

21 Has the Board taken steps to ensure that an effective internal audit function is established as part of the systems of internal control?

Audit Committee

22 Has the Board established an audit committee with responsibility for the independent review of the systems of internal control and of the external audit process?

External Auditors

23 Has the Board taken steps to ensure that an objective and professional relationship is maintained with the external auditors?

Standards of Behaviour

Leadership

24 Has the Board taken steps to ensure that its members exercise leadership by conducting themselves in accordance with high standards of personal behaviour?

Code of Conduct

25 Has the Board developed a formal code of conduct defining the standards of personal behaviour, to which individual Board members and all employees of the body are required to subscribe?

26 Has the Board established appropriate mechanisms to ensure that members and employees of the body are not influenced by prejudice, bias or conflicts of interest?

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Page updated: Tuesday, July 11, 2006