Good Governance Principles and Structure

Governance is shorthand for the way an organisation is run, with particular emphasis on its accountability, integrity and risk management.

Good governance is at the heart of every successful organisation and the USPCA is committed to achieving the highest standards of corporate governance. In pursuit of this aim, the USPCA has drawn on the principles laid out in the Corporate Governance Code issued by the Financial Reporting Council and the Code of Good Governance published by the Northern Ireland Council for Voluntary Action.

The seven principles of good governance applied by the USPCA

1. Board Leadership

The organisation is led by an effective Board of Directors/Trustees which collectively ensures delivery of its objectives, sets its strategic direction and upholds its values.

2. Board Control

The Directors/ Trustees as a unitary board are collectively responsible and accountable for ensuring and monitoring that the organisation is performing well, is solvent, and complies with all its obligations.

3. Board Performance

The Board has clear responsibilities and functions, and organises itself to discharge them effectively.

4. Board Review and Renewal

The Board regularly reviews its own and the organisation’s effectiveness, and takes any necessary steps to ensure that both continue to work well.

5. Board Delegation

The Board has set out the functions of sub committees, officers, the Chief Executive and other staff in clear delegated authorities and monitors their performance.

6. Board Integrity

The Board will act reasonably at all times in the interests of the organisation and of its present and future beneficiaries and users. The Board and individual Trustees will act according to high ethical standards, and ensure that conflicts of interest are properly dealt with.

7. Board Openness

The Board is open, responsive and accountable to its users, beneficiaries, members, partners and others with an interest in its work.

Structure

The USPCA is a Company Limited by Guarantee, not having a share capital and is registered at Companies House – registration number NI00258.

Governing Document

The charity is governed by its Memorandum and Articles of Association. It is a membership organisation and each member agrees to contribute £1 in the event of the charity winding up.

Charitable Status

The USPCA is registered as a charity with the Charity Commission for Northern Ireland, registration number NIC 102755. It is also recognised as a charity for taxation purposes by HMRC, registration number XN 45066.

Board of Trustees

The USPCA is governed by a Board of Trustees who are also Directors under the Companies Act. The Board consists of up to nine Trustees, the Chairperson, Hon. Treasurer, Hon. Secretary and up to six others.

At each AGM, Trustees who have served four consecutive years or more must retire and are eligible for re-election for a further four years. A Trustee shall not serve in excess of a continuous period of eight years.

Board Sub Committees

The USPCA Board has two governance sub-committees:

Audit and Risk
HR and Remuneration

Trustees are not remunerated for their work, although approved expenses may be paid. Trustees may receive payment for goods or services supplied outside their role and duties as a Trustee. All such engagements must comply with the charity’s financial regulations and purchasing/commissioning procedures.