The Code: Implementation Guidelines and Actions

We hope that these guidelines will help your organisation act in line with the principles of good governance.

Here's what you need to do:

Before you start, remember to inform us at that you are now embarking ‘on the journey’ towards adoption of, and compliance with, the Code, so that we can add this information to the publicly available information we provide.

Next steps:

  1. Read through the actions for your Organisational Type.
  2. Assess your organisation's performance on the actions using the Checklist provided (see self-assessment checklists on the right).
  3. Rank the actions that remain to be done in order of priority assigning responsibility and a deadline in each case.
  4. Work through the outstanding actions until all actions have been done. Remember, that it may take many months for all of the outstanding actions to be completed, so do not get disheartened by this.

And then...

Your organisation can state that it complies with The Governance Code for the Community, Voluntary and Charitable Sector in Ireland. This should be communicated on all public materials. A typical place for this type of public information would be on your website and/or in your annual report/accounts and/or in the reception area of your office.

Remember to email a copy of the signed one-page ‘Governance Code Principles Statement’ to along with the date when the board made the decision that the organisation is compliant with the Code. When we get this information, the Working Group will add your organisation’s name to the publicly available Register of Compliance with the Code, available on this website.


This statement is only valid for one year. In adopting the Governance Code, organisations are making a commitment to review their compliance with it every year.

What if you cannot implement certain implementation actions?

If you cannot put certain implementation actions it is still possible to comply with the Code. You will need to explain, alongside the public statement of compliance, which actions are not being done and why you are not doing them. Providing the explanation means you comply with the overall Code.

A typical place for this type of public information would be on your website and/or in your annual report/accounts.

How often should we do a review?

Every year your organisation has to check to see that it is following the Governance Code. At this time you should also check that your organisational type is still the same. If it has changed follow the guidelines for this new organisational type.

Your organisation should make a board decision annually about compliance with the Code. Once made, this decision should be communicated to the Working Group at so that we can maintain your organisation’s name on the publicly available Register of Compliance on this website.

A couple of things to keep in mind...

To make it easier to read the implementation actions, we have used the words 'board' and 'board member' instead of 'governing body' and 'member of the governing board'. If your organisation is not a company limited by guarantee it will not have board members. In this case, the words will refer to the governing body, committee core group or relevant structure. The actions stay the same.

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Principle 1. Leading our organisation.


Agreeing our vision, purpose and values and making sure that they remain relevant.

Agree the purpose of your group.Discuss how the group wants to achieve its purpose and how it wants to work.
Make sure 1.1(a) is in line with the written constitution.
Review at least every three years to make sure that the organisation is still relevant.
Develop and agree written policies where necessary. Review at least every three years.

Principle 1. Leading our organisation.


Developing, resourcing, monitoring and evaluating a plan to make sure that our organisation achieves its stated purpose.

Agree and write down a yearly work plan. This plan should have: most important actions; timelines to achieve these actions; the breakdown of the budget, and; a description of how the money will be raised.
Agree who is going to take responsibility for the actions to carry out the plan.
Review the plan once a year. Have a discussion about what went well and what could be improved before agreeing a new work plan.

Principle 1. Leading our organisation.


Managing, supporting and holding to account staff, volunteers and all who act on behalf of the organisation.

Set realistic goals. Divide up the work and review progress of any agreed actions at the next meeting.
Chair makes sure that individual board members report to the board on work that they carry out for the organisation.
Where volunteers are involved outside the board make sure their role and who they have to answer to is clear.

Principle 2. Exercising control over our organisation.


Identifying and complying with all relevant legal and regulatory requirements.

Decide if the group's current legal form is appropriate. For example, is your group an unincorporated association; a company limited by guarantee; a trust, or; a friendly society. Comply with the relevant requirements. If you decide to become a company limited by guarantee, you should follow the Implementation Guidelines for Type B Organisations.
If the group is not a company limited by guarantee, make sure that someone is appointed (usually called a Secretary) to keep track of the group's records, meeting minutes, membership and so on.
Decide if the group should have a charity number. If yes, register with the Revenue Commissioners and comply with the relevant requirements.
Consider the health and safety aspects of activities. Put a plan in place to deal with any problems.
Be aware of the nine grounds of discrimination. Make sure activities are as accessible as possible.
Keep contact details of beneficiaries with their permission in a safe place. Do not give their details to someone outside the group. Do not keep unnecessary personal information. Make sure you comply with data protection legislation.
Comply with other law that applies to activities of group (for example, child protection or food safety).
Make sure that you comply with the terms and conditions of public or private grants received, including governance requirements.

Principle 2. Exercising control over our organisation.


Making sure that there are appropriate internal financial and management controls.

Monitor income and expenditure against the budget on a regular basis.
Draw up an annual report of income and expenditure.
Agree and put in place appropriate financial management procedures.

Principle 2. Exercising control over our organisation.


Identifying major risks for our organisation and deciding ways of managing the risks.

Think about the problems that may arise, and the risks that may be needed to achieve the organisation's aims. Agree a yearly plan for dealing with major risks. (For example, garda vetting for volunteers if they work with children or vulnerable adults; doing regular back-ups of your database/mailing list; monitoring the plans which have been put in place to pay back a bank loan.)
Take out all appropriate insurance (For example, public liability insurance or buildings insurance).
If group owns property or any assets make sure that legal ownership is in the name of the group and that the community interest is protected if the group closes. Take legal advice if necessary.

Principle 3. Being transparent and accountable.


Identifying those who have a legitimate interest in the work of our organisation (stakeholders) and making sure there is regular and effective communication with them about our organisation.

Decide who you need to communicate with and how you will do that taking into account your time and financial resources.
Appoint an agreed spokesperson for the group.
Produce a yearly activity report. Make it widely available (For example, on your website if you have one).
Meet the reporting requirements of any funder or relevant regulator (for example, the Revenue Commissioners or Company Registration Office).
Hold an annual meeting of members and anyone else who may be interested and report on the activities of the year.
State publicly that you comply with the Governance Code, making sure:
  1. Your organisation's board of directors signs and displays the one-page document outlining the five principles of the Code. This document should be displayed on your website; in your annual report and; in your reception area.
  2. Your organisation is working on the relevant actions to put these principles in place (use the checklists). Where you are not as yet working on required actions, explain why.

Principle 3. Being transparent and accountable.


Responding to stakeholders' questions or views about the work of our organisation and how we run it.

Use the annual meeting to listen to people's views about the work of the organisation.
Put a clear system in place for dealing with correspondence, feedback and complaints to the organisation.

Principle 3. Being transparent and accountable.


Encouraging and enabling the engagement of those who benefit from the organisation in the planning and decision-making of the organisation.

Actively seek feedback from the beneficiaries of your group. (This could be done regularly on a word of mouth basis, or you may want to do something more formal such as a yearly survey.
Use the annual meeting to consult with your beneficiaries if you are planning to make significant changes to the way that you do things.

Principle 4. Working effectively.


Making sure that our governing body, individual board members, committees, staff and volunteers understand their role, legal duties and delegated responsibility for decision-making.

Make sure that all board members and sub-committee members (if any) understand and are familiar with the Governance Code and the constitution.
Make sure that board members understand that they have a duty to act independently in a personal capacity in promoting the aims of the organisation in line with its governing document. While board members may be nominated by a particular group, they must not act as a representative of that group in acting as a board member. Board members must at all times respect board confidentiality.
Identify a chair, secretary and treasurer for the group and decide when and how the positions will be rotated.
Decide and record how decisions will be taken at meetings and between meetings if necessary.

Principle 4. Working effectively.


Making sure that as a board we exercise our collective responsibility through board meetings that are efficient and effective.

Have regular meetings with sufficient notice.
Have an agenda for each meeting.
Take minutes and agree them at the next meeting.
Start and finish meetings on time. Chair keeps order at meetings, encourages participation and ensures that decisions are made.

Principle 4. Working effectively.


Making sure that there is suitable board recruitment, development and retirement processes in place.

Take time once a year to identify ways in which the working of the board could be improved.
Take time once a year to discuss who might be interested in joining the board and who might want to leave. Agree who you would like to invite onto the board, bearing in mind the need for a mix of skills and diversity in terms of background and experience. (Make sure that you follow your own rules about election to the board as laid out in your constitution.) Consider the extent to which your board is made up of member representatives, beneficiaries or external representatives and what the best mix is.
Welcome new board members, explain the work of the board and its committees and help them to get involved. Make sure they have a copy of the constitution and this Governance Code.

Principle 5. Behaving with integrity.


Being honest, fair and independent.

Make sure the chair leads the board in developing an ethical culture in line with the values of the organisation.
Develop and agree a code of conduct for board members.
Make sure the code of conduct gives clear guidelines on the receipt of gifts or hospitality by board members.
Make sure all board members sign a commitment to adhere to the code.
Review your code of conduct at least every three years.
Be fair by consistently applying the same ethical standards to every person and situation.

Principle 5. Behaving with integrity.


Understanding, declaring and managing conflicts of interest and conflicts of loyalties.

Hold a discussion about the issues of 'conflict of interest' and 'conflict of loyalty.' Develop a policy on each of these.
Each board member and anyone else present must tell the board if they believe they have a conflict of interest on a matter to be decided on at a meeting. Unless the board decides otherwise, they must leave when the board is discussing or deciding on that matter. The person concerned should be told what decision was reached. Conflicts of interest must be recorded in the minutes. Conflicts of loyalty may be serious enough to be conflicts of interest.

Principle 5. Behaving with integrity.


Protecting and promoting our organisation's reputation

Make sure all board members understand their responsibility to act as champions for the group by promoting its work and reputation.
Make sure the code of conduct makes it clear that each board member has a duty not to do anything that may damage the reputation of the group.
Make sure the code of conduct clarifies that board members have a duty to maintain the confidentiality of board meetings.
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