Governance is the system by which credit unions are directed and controlled.
The governance structure specifies the distribution of rights and responsibilities among different participants in the credit union, such as the directors, supervisors, managers, members and other stakeholders, and spells out the rules and procedures for making decisions on credit union affairs.
By doing this, it also provides:
- the structure through which the credit union’s objectives are set, and
- the means of attaining those objectives and monitoring performance
The key stakeholders in the Credit Union are:
- The Board of Directors
- The Board Oversight Committee
- The Operational Function Committees
- Manager and other employees
In addition to attending the Annual General Meeting of the credit union and fulfilling their obligations at that time, the governance role of the member is a year-round and ongoing obligation. The members’ responsibilities include:
- Using the services of the credit union
- Electing the board of directors
- Participating in the decisions affecting the future of the credit union
- Serving on the board of directors
- Serving on committees
- Serving as volunteers
- Studying board reports; e.g. annual financial reports
- Supporting credit union education programmes
- Keeping informed and updated on the activities of the credit union
- Encouraging non-members to join the credit union
The Board of Directors
Members elected by members, the Board are volunteers and lead by having a clear sense of where St. Canice’s Credit Union is heading and guides the credit union towards its goals.
For St. Canice’s Credit Union the Board of Directors sets and guides the overall direction of the credit union to ensure its success, as both a viable business, and a socially, environmentally and economically responsible financial co-operative that is aligned with the interests and values of its members, employees and external stakeholders.
The Board Oversight Committee
The board oversight committee of a credit union shall hold and at least one meeting in every month, and meetings with the board of directors at least 4 times every year to facilitate it in carrying out their assessments. The board oversight committee keep minutes of every meeting held by it.
The board oversight committee must submit, within 2 weeks of any meeting attended, a written report to the board of directors on their assessment of whether the board of directors has operated in accordance with any required regulations. They have access, at all times, to the books and documents (including draft documents) of the credit union to enable it to carry out its functions under the Credit Union Act, 1997 (as amended in 2012). They have the right to attend all meetings of the board of directors and all meetings of committees of the credit union and ensure at least one of its members attends every meeting of the board of directors.
The board oversight committee may notify the Central Bank of Ireland of any concern it has, that the board of directors has not complied with any of their regulatory requirements, following a unanimous vote at a meeting of the committee called for the purpose of considering such a notification.
The board oversight committee report to the members at the annual general meeting and, if it thinks fit, at a special general meeting, on whether the board of directors has operated in accordance with its regulatory requirements.
Statutory duties are imposed by law, and the primary legislation for credit unions in the different jurisdictions is the Credit Union Act, 1997 (as amended in 2012).
Other statutory duties are imposed by, for example, employment law, insurance law, tax law, health and safety law, etc. Such duties are non-negotiable and penalties exist where they are breached. The fundamental duty imposed on the board of directors under the legislation is the duty to control, direct and manage the affairs, funds and records of the credit union. Directors are responsible for devising policies, ensuring management’s implementation of those policies and measuring performance in relation to the policies. Through this mechanism, directors may delegate authority but delegation of authority does not automatically relieve the directors of their primary responsibilities.
A fiduciary is anyone in a position of trust. Fiduciary duties require a director:
- to act honestly and in good faith,
- to avoid conflicts of interest, and
- to subordinate relevant personal interests to those of the credit union.
Other fiduciary duties include the duty to act prudently and diligently in all credit union matters.
Like any other organisation, the credit union board of directors has a responsibility external to the credit union, to the communities in which it operates or in which its members live or work. This responsibility includes establishing standards that are compatible with the values and social beliefs of the people in those communities. It requires the credit union to ensure that its activities do not have a negative impact.
Directing & Planning
The board of directors must set the direction of the credit union through the planning process. This involves:
- The formation of a vision and mission statement
- Development of a strategic/business plan
- Development of objectives and policies in writing, from which detailed procedures can be documented
- Establishing and approving operating policies and budgets
The board of directors is responsible for the financial resources of the credit union. This includes:
- Establishing policies (e.g. lending policy, credit control policy etc.)
- Examining the monthly accounts for key important areas, (e.g. income and expenditure, rescheduled loans, regular reviews of interest rates and dividend policy etc.)
- Monitoring operations for soundness and stability. This is done through analysing the critical financial areas of capital, liquidity, growth and productivity.
Organising the Board, this includes:
- Electing directors to fill the posts of chairman, vice-chairman, Secretary
- Establishing committees to carry out operational work in line with board policy
- Evaluating the performance of the board, directors, chairman, vice-chair and Secretary
- Maintaining board discipline
- Orienting new board members
- Establishing director training and development plans
Members are invited to participate in three ways:
- To serve as non-director members of Committees
- To run as a candidates in the election; and
- To vote for candidates who will represent the membership as a Board Member.
Member involvement in the election is critical in maintaining St. Canice’s Credit Union success, the values on which the credit union is founded, and the innovative strategies that enable St. Canice’s Credit Union to serve its members, communities and beyond.
The Annual General Meeting
The Annual General Meeting (also known as the AGM) is a legally required, public meeting that takes place every year usually in December but this is not a definitive date. The Board and Chief Executive Officer present the Annual Report, any Ordinary and Special Resolutions, and a brief overview on St. Canice’s Credit Union performance and strategy.
Annual Reporting to Members
In keeping with the principles of good governance, the Board regularly reports on the performance of the credit union. It recognises that transparency helps to foster trust with members and demonstrates sound accountability practices.
Our current auditors are PricewaterhouseCoopers (PwC). St. Canice’s Kilkenny Credit Union Ltd. is regulated by the Central Bank of Ireland.
Credit Union Handbook
In order to assist credit unions in the implementation of the strengthened regulatory framework the Central Bank has developed a Credit Union Handbook (“the Handbook”). The purpose of the Handbook is to assist credit unions by bringing together in one place a number of legal and regulatory requirements and guidance that apply to credit unions, arising from their authorisation as credit unions.