Governance Introduction
Purpose
The organization's governing body is sufficiently active, capable, and diverse to guide, plan, and support the achievement of the organization’s mission and goals.Introduction
Interpretation
In the context of Employee Assistance Program (EAP) services, the community, as used in these standards, is defined more specifically as the host or customer organization, subcontracting organizations, and the covered individuals eligible to receive services from the EAP. It can also be defined by the customer organizations’ workplace demographics.Note: COA’s Governance standards do not apply to for-profit organizations. For-profit organizations should refer to COA’s Administration and Financial Management (AFM) standards.
Note: Please see the GOV Reference List for the research that informed the development of these standards.
Note: For information about changes made in the 2020 Edition, please see GOV Crosswalk. See also ETH Private Crosswalk for Ethical Practice standards that are now found in GOV.
Governance (GOV) 1: Mission
- is responsive to the needs and aspirations of the community;
- guides the organization’s administrative operations and delivery of services; and
- serves as a benchmark of organizational effectiveness.
- The mission statement is in effect and is being used to guide decision making across the organization, but it needs updating and is currently under review by the organization's governing body.
- The mission statement is poorly written and as a result, it has limited use in setting the organization’s strategic goals or guiding organizational decisions; or
- Provision of human services are not identified as a major component or focus of the organization.
- There is no written mission statement or the organization's practices and services are at odds with its mission.
Governance (GOV) 2: Strategic and Annual Planning
Note:Please see the Governance Standards Tool Kit - Strategic Plan Template for additional guidance on this standard.
GOV 2.01
- monitoring progress toward fulfilling the mission;
- envisioning and setting the organization’s strategic direction; and
- supporting inclusive, management-directed, organization-wide, long-term planning every four years.
FEC Interpretation: For credit counseling organizations long-term planning must occur every 2-3 years.
- One of the elements is not fully addressed.
- Governing body involvement in the planning process is minimal; however, it does review and approve the long-term plan; or
- Long-term planning has not been done in more than four years; or
- One element is not addressed at all.
- The governing body is not involved in the long-term planning process nor does it review or approve the plan; or
- Long-term planning has not been done for more than five years.
- The strategic plan is wholly inadequate or nonexistent.
GOV 2.02
The governing body reviews and approves the long-term strategic plan to ensure that it encompasses:
- a review of the organization’s mission, values, mandates, and strategic direction;
- a review of the demographics of its defined service population;
- an assessment of strengths and weaknesses;
- an assessment of equity, diversity, and inclusion strategies;
- measurable goals and objectives that support fulfillment of its mission and mandated responsibilities; and
- appropriate strategies for meeting identified goals, including the need to redirect, eliminate, or expand services to respond to changing community demographics and the needs of persons served.
Practices are basically sound but there is room for improvement; e.g.,
- One of the elements is not fully addressed; or
- The review of service population demographics did not include all populations served or geographic locations; or
- The strategy (element (f)) for meeting one or two of the identified long-term goals needs greater specificity.
Practice requires significant improvement; e.g.,
- One of the elements is not addressed at all; or
- The mission has not been reviewed for more than four years; or
- The organization did not review the demographics of its service population; or
- Identified goals and objectives are vague; or
- Most identified goals and objectives are not measurable; or
- Strategies for meeting identified goals are cursory and do not provide a sufficient framework for success or implementation; or
- Governing body involvement in the planning process is minimal, however it does review and approve the long-term plan; or
- Long-term planning has not been done in more than four years.
Implementation of the standard is minimal or there is no evidence of implementation at all; e.g.,
- Two of the elements are not addressed at all; or
- The governing body is not involved in the long-term planning nor does it review or approve the plan; or
- Long-term planning has not been done for more than five years; or
- The strategic plan is wholly inadequate or nonexistent.
GOV 2.03
- operationalizes the goals and objectives of the long-term strategic plan;
- reflects changing conditions and needs such as, resource allocation, funding, and regulatory changes; and
- responds to information from PQI activities.
- HR planning;
- evaluation of training needs;
- budget planning;
- technology and information management planning; and
- PQI summary reports.
- Departmental priorities and objectives could be better defined; or
- While department and program plans are not integrated into an organization-wide annual plan, all but one or two departments or programs have developed a comprehensive annual plan.
- Management objectives are not included; or
- Several departments or programs are not included in the most recent annual plan or have not done an annual plan; or
- One of the elements is not addressed at all.
- Two of the elements are not addressed at all.
GOV 2.04
The organization develops an equity statement outlining its commitment to equity, diversity, and inclusion (EDI) that is shared with its stakeholders.
Interpretation: The equity statement should reflect the organization’s history, connect EDI to its mission, and outline how the organization demonstrates its commitment to EDI.
Governance (GOV) 3: Community Involvement and Advocacy
- informs the public of its mission;
- remains knowledgeable about community needs and strengths;
- advocates for comprehensive and coordinated service delivery within the community; and
- encourages the elimination of social and economic injustice.
NA The organization is a network management entity assigned the Network Administration (NET) standards that does not provide any direct services to individuals served by the network and is not being reviewed under any Service Standards.
GOV 3.01
- While social media or the website provides accurate information, some written materials that continue to be distributed are outdated; or
- Some segments of the general public do not have access to accurate and timely information.
- Generally, public information is not current; or
- Some important information is not available to the public.
GOV 3.02
- communicate its mission, role, functions, capacities, and scope of services;
- provide information about the strengths, needs, and challenges of the individuals, families, and groups it serves;
- build community support and presence and maintain effective partnerships; and
- elicit feedback as to unmet needs in the community.
- regular communication with the media and the general public;
- informing the public of the positive impact the organization's programs are having on the community and its residents; and
- fostering positive relationships with the local media.
- One of the elements is not fully addressed; or
- The organization has an ongoing program of community education, but it does not cover some of its programs or services.
- Efforts are informal and infrequent; or
- Efforts only address some of the organization’s programs or services, or populations served; or
- Element (a) or (b) is not addressed at all.
GOV 3.03
- improvements to existing services;
- filling gaps in service to offer a full array of community supports;
- the full and appropriate implementation of applicable laws and regulations regarding issues concerning the service population;
- improved support and accommodations for people with special needs;
- improved access to needed services for underserved populations and marginalized communities;
- solutions to community-specific needs including racial equity and cultural and linguistic diversity;
- service coordination; and
- a coordinated community response to public health emergencies.
- One of the elements is not addressed at all.
- Two of the elements are not addressed at all.
- Little or no effort is made to collaborate with community members or persons served as described in the standard.
GOV 3.04
- reflects the demographics of the community it serves;
- represents the interests of the community it serves;
- serves as a link between the organization and the public or community; and
- is sufficiently diverse in strengths and capabilities to plan and deliver appropriate services to its defined community.
- governance expertise, including leadership ability and policy development skills;
- relevant business experience;
- financial expertise;
- knowledge of consumer issues and trends;
- familiarity with and access to community leaders, political representatives, and other relevant local organizations;
- public recognition and respect; and
- commitment and ability to fundraise or to connect the organization with potential resources, as applicable.
Note: Please see the Governance Standards Tool Kit - Board Skills Worksheet for additional guidance on this standard.
The organization's governing body reflects its community and possesses the skills and expertise necessary to effectively govern.
- One of the standard's elements is not fully addressed; or
- The governing body does not reflect its community, but a representative stakeholder advisory group is in place and there is a plan for diversifying the board.
- Two of the elements are not fully addressed; or
- One element is not addressed at all; or
- A stakeholder advisory group is in place to address lack of representativeness, but it is not very active, or there is no plan for long-term remediation.
GOV 3.05
- One of the elements is not addressed at all.
- Two of the elements are not addressed at all.
- Little or no effort is made to provide meaningful opportunities to influence the design, delivery, and evaluation of programs and services as described in the standard.
Governance (GOV) 4: Organization of the Governing Body
GOV 4.01
- the organization’s structure and scope;
- its responsibilities, including number of meetings held per year and their quorum;
- the body, typically its executive committee, to which it will delegate interim authority; and
- a process for assessing and implementing responsibilities, such as establishing task forces/committees.
- Documentation related to one of the elements is outdated or does not reflect current practice.
- Documentation related to two or more elements are outdated and do not reflect current practice; or
- One of the elements is not addressed at all, e.g., no written delegation of authority.
GOV 4.02
- eligibility requirements for membership, including the prohibition of having staff and/or relatives of staff on board;
- mechanisms for recruitment, selection, rotation, and duration of membership; and
- mechanisms for election of officers and duration of terms.
- Documentation related to one of the standard's elements is outdated and does not reflect current practice.
- Written by-laws related to two or more elements are outdated and do not reflect current practice; or
- One of the elements is not addressed at all; or
- The executive director is a full voting member with no limits; or
- Another staff member, or a relative of a staff member is a voting member of the board; or
- The by-laws have not established terms of service on the board.
GOV 4.03
Examples: The board orientation may include: information on the organization's history, goals and objectives; governing body structure and procedures; ethics; programs and activities; introductions to staff; equity, diversity, and inclusion training; and facility and program tours.
GOV 4.04
All governing body members participate in equity, diversity, and inclusion (EDI) training at least every two years.
Examples: In order to best engage governing board members, organizations can connect EDI training to the mission of the organization and the desired outcomes of its programs.
The organization's practices reflect full implementation of the standard.
Practices are basically sound but there is room for improvement; e.g.,
- EDI training is offered sporadically and has not been provided in the last two years.
Practice requires significant improvement; e.g.,
- Multiple board members report never having received EDI training.
Implementation of the standard is minimal or there is no evidence of implementation at all; e.g.,
- Board members have never received EDI training of any kind.
GOV 4.05
Note:Please see the Governance Standards Tool Kit - Board Manual Table of Contents and Board Meeting Minutes Template for additional guidance on this standard.
- Although up-to-date policies, minutes, etc. have been distributed to governing body members, they have not been incorporated into the manual.
- Governing body minutes and/or minutes of committee meetings are incomplete, or are too cursory to accurately reflect decisions or action taken, or are outdated; or
- The manual is missing key policies; or
- Policies have not been approved.
- The governing body does not maintain a manual that meets the requirements of the standard or the manual is wholly inadequate.
Governance (GOV) 5: Governing Body Responsibilities
- The governing body is ineffective, inactive, poorly organized, or does not otherwise fulfill its fiduciary responsibilities; or
- The executive director dominates the governing body to the extent that it does little more than ratify decisions already made by the executive director.
GOV 5.01
- adopting policies;
- reviewing policies at least every four years and when legal requirements or regulations change;
- adopting any changes to policies resulting from recommendations; and
- evaluating management’s implementation of policies.
For organizations with Boards that delegate the responsibilities for adopting, reviewing, changing, and/or evaluating implementation of policy to the Executive Director, evidence of presenting and discussing with the Board, any changes, additions, etc. related to policies should be reflected in the Board minutes to demonstrate Board involvement.
Policy setting is viewed as the board's major means of providing a framework and guidance for the organization's overall direction.
- Governing body practice related to one or two of the elements could be strengthened in some minor way.
- A systematic review of policies has not been conducted for more than four years; or
- In some instances, organizational policies have been implemented prior to, or without, governing body review or approval; or
- The governing body review of management implementation of policies is sporadic.
- The organization's executive director approves policies without involvement of the governing body; or
- One of the elements is not addressed at all.
GOV 5.02
- works with management to evaluate the organization's financial capacities and the resources needed to provide services;
- works with the CEO to secure adequate resources to implement the organization's strategic planning and budgeting decisions; and
- oversees fundraising activities including establishing fundraising targets and goals that flow from the strategic plan.
Examples: While not all organizations fundraise, it is a vital means to achieving a flexible revenue base and is a traditional role assumed by nonprofit governing bodies. Strategies for resource development can include, for example, fundraising, grants, contracts for service, and new business development opportunities.
- The link between resource development and strategic goals and objectives needs clarification.
- Management is largely responsible for resource development with the governing body taking a secondary role while providing limited oversight of management's activities.
- The governing body is not involved in resource development.
GOV 5.03
- appointment of the executive director;
- collaboration with the executive director;
- delegation of the authority and responsibility for organization management and policy implementation to the executive director;
- oversight and annual evaluation of the executive director's compensation and performance against the organization’s strategic goals and additional responsibilities outlined in the CEO’s job description;
- approval of the executive director's employment activities outside of the organization to ensure they do not interfere with her/his administrative responsibilities; and
- evaluation of the effectiveness of its partnership with the executive director, at least every two years.
In addition, criteria for evaluating compensation may include, for example: compensation paid to other CEOs in similar positions, compliance with regulations and guidelines regarding reasonable compensation, cost of living considerations, and the total professional experience of the CEO including advanced degrees and other experiences and skills that uniquely contribute to the success of the organization.
- There is minor confusion or overlap as to the relative roles of the governing body and the executive director (e.g., resource development); or
- The governing body annually reviews the executive director's compensation but could improve the quality of its analysis with industry practice and/or federal requirements.
- The governing body evaluates the executive director's performance less than annually; or
- The evaluation of the executive director is informal (not written, dated, or signed); or
- The evaluation of the executive director is not comprehensive or does not use specific performance criteria; or
- The executive director is not involved in the evaluation process; or
- The executive director has not received governing body approval for unrelated external business activities; or
- The governing body does not evaluate its partnership with the executive director.
- At least two of the elements are not addressed at all.
GOV 5.04
- critical positions within the organization and their key leadership and management functions;
- under what conditions interim authority can be delegated for those positions, including unexpected leadership disruptions and planned departures, and the limitations of that authority;
- to whom various leadership and management functions will be delegated;
- governing body and staff responsibilities as they relate to transition planning;
- how succession planning and leadership transitions will be communicated to the governing body, staff, and other relevant stakeholders; and
- mechanisms for assessing readiness to assume leadership positions and for providing training, mentorship, and other leadership development opportunities to support readiness.
GOV 5.05
Interpretation: Organization staff may be responsible for assessing different areas of risk throughout the year and sending the results of the assessments to the governing body to inform its annual review of overall risks.
- compliance with legal requirements;
- disruption of operations due to a public health emergency;
- technology and information management;
- insurance and liability;
- health and safety of administrative and service environments;
- human resources practices, including use of independent contractors and volunteers;
- contracting practices and compliance;
- client rights and confidentiality issues;
- financial risks;
- public relations, branding, and reputation; and
- conflicts of interest.
- fraud and misuse of funds;
- investments;
- tax liabilities;
- physical assets and financial information;
- fundraising practices;
- funding of benefits, including health retirement benefits, pensions, etc.; and
- deferred revenue.
Practices are basically sound but there is room for improvement; e.g.,
- While the governing body assesses risk annually, risk related to different aspects of the organization are reviewed by the board at different times of the year, inhibiting its ability to comprehensively assess overall risk.
- The governing body has not conducted a risk assessment within the last two years; or
- Documentation of the annual risk assessment in minutes is weak or missing.
- A comprehensive risk assessment has not been conducted for more than two years or did not involve the governing body.
Governance (GOV) 6: Organization Leadership
Interpretation: If the organization's Executive Director/CEO is an independent contractor the organization's governing body is responsible for meeting the standards in GOV 6, by:
- including each of the responsibilities listed in the GOV 6 standards in the Executive Director/CEO's contract;
- directly assuming those responsibilities as individual governing body members or as a governing body; or
- a combination of the above.
GOV 6.01
- management of the organization;
- implementation of organization-wide, long-term strategic planning and periodic reviews;
- development of policies governing the organization’s program of services with the governing body;
- attendance at all meetings of the governing body; and
- provision of regular reports to the governing body on the organization’s operations, finances, and implementation of the long-term plan.
- The executive director does not attend, or have a representative at every board meeting; or
- Minor communication problems exist; or
- The executive director and governing body are actively working to improve their effectiveness as a team in response to a few identified issues; or
- One of the elements is not fully addressed, e.g., executive director reports to the governing body sometimes lack depth.
- The executive director tightly controls information the board receives, so that the board frequently lacks the information needed to make informed decisions and effectively govern; or
- The executive director does not attend or provide staff support for two or more governing body and/or committee meetings per year; or
- The executive director often provides only verbal reports, or provides written reports that are cursory or otherwise do not provide timely or useful information; or
- Two of the elements are not fully addressed; or
- One element is not addressed at all.
- The partnership between the executive director and governing body is completely ineffective or nonexistent; e.g.
- The governing body is asked only to ratify decisions or is told of decisions after the fact; or
- The executive is excluded by the governing body action from most committee activity; or
- More than three of the elements of the standard are not fully addressed; or
- Two or more elements are not addressed at all.
GOV 6.02
- an advanced degree from an accredited college or university in a field related to the organization’s mission and services;
- at least five years of related leadership experience;
- experience administering services to families, adults, youth and/or children;
- the skills to oversee human resources and financial management matters; and
- the ability to work effectively and proactively with other providers, and local, state and federal entities.
EAP Interpretation: In an EAP the executive director is qualified by experience in workplace programs, an understanding of the dual client relationship, and does not necessarily require competence in administering services to families, adults, youth and/or children (element c).
- The executive director does not meet element (a), however he/she is qualified as per elements (b) – (e); or
- The executive director meets the advanced degree requirement but has less than five years of related leadership experience; or
- The executive director has limited skills to oversee human resource and/or financial management matters but is receiving training to develop/enhance these skills or has consultants that provide support and advice.
- The executive director does not meet two of the standard's elements.
Governance (GOV) 7: Conflict of Interest
Note:Please see the Conflict of Interest Policy and Procedures Template for additional guidance on this standard.
- Conflict of interest policy provides minimal guidance to stakeholders due to lack of specificity, significant missing elements, or significant stakeholders not covered; or
- Minor conflict of interest concerns are noted.
- Significant conflict of interest concerns have been reported.
GOV 7.01
- defines conflict of interest;
- identifies groups of individuals within the organization covered by the policy;
- addresses policy enforcement;
- provides a framework for evaluating situations that may constitute a conflict; and
- invests management with developing procedures that facilitate disclosure of information to prevent and manage potential and apparent conflicts of interest.
- One of standard's elements is not fully addressed.
- The policy provides minimal guidance to stakeholders due to lack of specificity; or
- Stakeholders are unaware of the policy; or
- Two of the elements are not fully addressed; or
- One of the elements is not addressed at all.
- No policy exists; or
- The policy is not enforced or is ignored in practice.
GOV 7.02
- disclose this information; and
- not participate in any discussion or vote taken with respect to such interests.
- The policy related to one of the standard's elements needs clarifying.
- Applicable stakeholders are not clearly identified; or
- The types of transactions that must be disclosed are not delineated; or
- Safeguards regarding disclosure or recusal are insufficient; or
- Governing body members or other important stakeholders are not aware of the policy.
- Conflict of interest violations have occurred.
GOV 7.03
- Some aspect of the policy requires clarification.
- Staff report that there have been instances of nepotism or preferential treatment; or
- The organization chart indicates that at least one person is directly supervised by a relative.
GOV 7.04
- making or accepting payment or other consideration in exchange for referrals;
- preferential treatment of organization members, community partners, members of the organization's governing body, advisory groups, personnel, or consultants applying for and receiving the organization’s services; and
- steering or directing referrals to private practices in which personnel, consultants, or the immediate families of personnel and consultants are engaged.
Interpretation: When private practice is permitted on the organization’s premises persons served should receive information clarifying the relationship between the private practitioner and the organization.
- Some aspects of the policy are vaguely written, but there have been no ethical violations of the principles outlined in the standard.
- Significant aspects of the policy are vaguely written or confusing; or
- The policy does not address at least one of the standards elements; or
- The policy exists but enforcement is lax and there have been a few instances where it has been violated; or
- The policy is generally understood but it is an unwritten expectation.
- No policy exists; or
- The policy is not enforced or is ignored in practice.
GOV 7.05
NA The organization is not a network management entity and is not assigned the Network Administration (NET) standards.
- Some aspects of the policy are vaguely written, but there have been no violations of the principles outlined in the standard.
- The policy exists but enforcement is lax and there have been a few instances where it has been violated; or
- The policy is generally understood but it is an unwritten expectation.
- No policy exists; or
- The policy is not enforced or is ignored in practice.
GOV 7.06
NA The organization is not a network management entity and is not assigned the Network Administration (NET) standards.
NA The network, board members, nor any organizations with an ownership interest in the network do not provide direct services to network clients.
- The statement is either vaguely written or somewhat confusing.
- Ownership interest, etc., is not clearly disclosed in at least one example of written material describing the network; or
- There is a potential for actual or perceived conflict of interest, such as inappropriate competitive advantage in favor of network owners; or
- The network makes it difficult to obtain a list of owners.
Governance (GOV) 8: Protection of Reporters of Suspected Misconduct
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Note: Please see the Whistleblower Policy Template for additional guidance on this standard.
- The definition of what constitutes a reportable violation lacks specificity.
- There is a perception among staff that procedures do not adequately protect anonymity; or
- Procedures are not readily available, or staff and board members are not aware they exist; or
- Procedures do not adequately protect against retaliation.
- Staff report feeling afraid or intimidated.