Zimbabwe NGO Corporate Governance Manual - One World Trust

NAN G OPVO 221/68National Association of Non-Governmental OrganisationsZimbabwe NGO CorporateGovernance ManualSupported byDepartment forInternationalDevelopmentDevelopmentCooperationIrelandEuropean Union

DisclaimerAll rights reserved. No part of this publication may be reproduced, stored in a retrieval system, or translated inany form or by any means; electronic, mechanical, photocopying or otherwise, without prior permission ofthe copyright owner. Applications for such permission, with a statement of the purpose and extent of thereproduction, should be addressed to NANGO. The views and expressions of opinions in this manual arethose of the contributors and not necessarily those of NANGO, Department for International Development(DFID), European Union (EU) nor Development Cooperation Ireland. The Editors exercised great caution inchecking contributions for accuracy, coherence and flow and accept no liability for errors made in good faith.First published: May 2006Contact DetailsThe Chief Executive OfficerNational Association of Non Governmental OrganizationsP. O. Box CY 250st1 Floor Mass Media HouserdSelous Avenue/3 StreetCausewayHarareZimbabweTel: +263 4 703579/708761/732612Fax: +263 4 794973Email: info@nango.org.zwWebsite: www.nango.org.zwISBN:0-7974-3165-9Copyright:NANGOCompiled by:ServQual Corporate Governance Advisory ServicesEditors:Mutizwa Mukute and Tafadzwa MarangePrinted by:Smoothedge DesignsNANGO(PVO 221/68)ZIMBABWE NGO CORPORATE GOVERNANCE MANUAL

TABLE OF CONTENTSACRONYMS AND ABBREVIATIONS ........................................................................................................iACKNOWLEDGEMENTS………………………………….……………………..............................................iiFOREWORD………………………………………………………..................................................................iiiINTRODUCTION……………………………………………………................………………….......................11. Why this manual?................................................................................................................................12. Why focus on corporate governance?.................................................................................................13. Intended audience..............................................................................................................................14 Process of developing the manual ......................................................................................................25 Use of the manual...............................................................................................................................26 Organization of the manual.................................................................................................................2CHAPTER 1: BASICS OF NGO CORPORATE GOVERNANCE IN ZIMBABWE.......................................31.1 What is an NGO? ...............................................................................................................................31.2 What is corporate governance? ..........................................................................................................31.3 Guiding principles for good governance .............................................................................................31.4 Overview of NGO sector in Zimbabwe ................................................................................................41.5 Requirements of NGO operations in Zimbabwe ..................................................................................51.6 Self regulation ..................................................................................................................................6CHAPTER 2: NGO INSTITUTIONAL FRAMEWORK ................................................................................72.1 Introduction ........................................................................................................................................72.2 Organizational set up and structure ....................................................................................................72.3 Networking and Partnerships .............................................................................................................8CHAPTER 3: NGO BOARDS AND MANAGEMENT...............................................................................103.1 Introduction ......................................................................................................................................103.2 Types of Boards ..............................................................................................................................103.3 Features of a good Board..................................................................................................................103.4 Duties and responsibilities of a Board ...............................................................................................123.5 Rewards for Board members ...........................................................................................................143.6 The Board and its office bearers........................................................................................................143.7 The Board and the secretariat ..........................................................................................................153.8 The Country Board and the International Board ................................................................................153.9 Board Performance .........................................................................................................................163.10 The Chief Executive Officer and the Board .......................................................................................163.11 Difference between governance and management ..........................................................................173.12 Conflict resolution ............................................................................................................................17CHAPTER 4: NGO ADMINISTRATIVE POLICIES..................................................................................184.1 Introduction ......................................................................................................................................184.2 Policy as a concept ...........................................................................................................................184.3 Types of administrative policies common in Zimbabwe..................................................................... 18ZIMBABWE NGO CORPORATE GOVERNANCE MANUALNANGO(PVO 221/68)

CHAPTER 5: FINANCIAL ACCOUNTABILITY AND SUSTAINABILITY .................................................225.1 Introduction .....................................................................................................................................225.2 Resource mobilization process ........................................................................................................225.3 Fundraising Reports .........................................................................................................................225.4 Donor Management ........................................................................................................................225.5 Proposal Development ....................................................................................................................235.6 Financial Management ....................................................................................................................245.7 Financial sustainability ....................................................................................................................255.8 Budgets ...........................................................................................................................................255.9 Financial reporting............................................................................................................................255.10 Auditing ..........................................................................................................................................265.11 Asset register....................................................................................................................................275.12 Internal Controls ..............................................................................................................................275.13 Risk management ...........................................................................................................................27CHAPTER 6: CONCLUSION...................................................................................................................286.0 Introduction ......................................................................................................................................286.1 Enforcement and Compliance ..........................................................................................................286.2 Monitoring Evaluation ......................................................................................................................286.3 Adoption and Adaptation of the Corporate Governance ...................................................................28APPENDICES..........................................................................................................................................301. Sample Terms of Reference for a Board ...........................................................................................302. Sample NGO Staff Code of Conduct ................................................................................................313. Sample NGO organogram ..............................................................................................................334. Sample Board Charter Framework .................................................................................................345. Sample guidelines for Board selection .............................................................................................356. Sample job description of the Chairperson .....................................................................................367. Sample terms of reference for Board Committee .............................................................................378. Zimbabwe NGO Code of Ethics .......................................................................................................389. Sample Board evaluation form ........................................................................................................4110. Sample Board member evaluation questionnaire .............................................................................4211. Sample Chairperson evaluation questionnaire .................................................................................4312. Sample NGO performance management manual ............................................................................4413. Sample job description of the Secretary ............................................................................................4514. Sample Agenda for Annual General Meeting ....................................................................................4715. Sample board minutes ....................................................................................................................4816. Sample accounting manual ..............................................................................................................49BIBLIOGRAPHY..................................................................................................................................... 52NANGO(PVO 221/68)ZIMBABWE NGO CORPORATE GOVERNANCE MANUAL

ACKNOWLEDGEMENTSThe National Association of Non Governmental Organizations (NANGO) gratefully acknowledges thevaluable inputs and participation of all the people and stakeholders who contributed to the successfulproduction of this manual. These include but are not restricted to the following:1. The NANGO Board i.e Alexander Phiri (chair), Patricia Freddy, Elim Mahohoma, Elizabeth Matare,Farai Mukuta, David Chiwi, Augustus Nyamayedenga, Joseph Tasosa, Nhamo Hondoyomoto, MildredSandi and John Chitekuteku for their overall strategic guidance and professional support;2. NGO Directors and employees who participated in the consultative and feedback workshops andcommented on the draft manual;3. Donor, private sector and representatives of Civil Society Organizations for their wiseencouragement and support;4. Government representatives and other stakeholders who inspired us to undertake this task;5. The Technical Advisory Committee: John Chitekuteku, Onward Mandebvu, Barbra Kohlo, FelicityGutu-Hatendi and Charlton Tsodzo for providing technical direction to the NANGO corporategovernance programme;6. All the NANGO staff but more specifically: Bob Muchabaiwa, Moses Ndhlokoyo and CephasZinhumwe who ably facilitated the entire process of producing this publication;7. ServQual Corporate Governance Consultants composed of: Victor Mhizha - Murira, Dr TsitsiChoruma, Hebert Nyathi and Ropa Nyapadi for compiling the manual;8. The Editors: Mutizwa Mukute and Tafadzwa Marange who filled in the gaps and madeimprovements on the draft manual for brevity, clarity and coherence; and9. The sponsors: DFID, EU and the Development Cooperation Ireland for the financial and technicalsupport.Jonah MudehweChief Executive OfficerNANGONANGO(PVO 221/68)(ii)ZIMBABWE NGO CORPORATE GOVERNANCE MANUAL

FOREWORDThe National Association of Non Governmental Organisations (NANGO) is a membership organization thatrepresents Non Governmental Organisations (NGOs) which, work on various issues related to social,economic and political justice in Zimbabwe. It is the officially recognized umbrella coordinating body of NGOsoperating in Zimbabwe. NANGO therefore urges its members to operate and behave in a predictable mannerthat is acceptable and is within the Zimbabwe NGO Code of Ethics.Given the prevailing highly competitive, global operating environment characterized by reduced donorsupport, the need for good governance is increasing. Worldwide questions are being asked around issues ofaccountability, transparency, value addition, legitimacy and overall credibility of NGOs from governments,donors and taxpayers. Good corporate governance has emerged not only as an essential tool to enhanceprofessionalism but, more importantly, to ensure that NGO interventions are effective, sustainable, efficientand positively perceived by all key stakeholders. The credibility of an organization can be enhanced byadherence to the principles and practices of good corporate governance.An integral component of corporate governance is the clarity of roles and responsibilities of Boards,management and staff. How these roles are defined and executed determines the power relations, balanceof authority and the extent to which an organization will be run smoothly, effectively and efficiently There isincreasing global attention on how corporate bodies are being run particularly in respect to theirperformance, service delivery and social accountability. The government and the business community inZimbabwe are making efforts to improve corporate governance within their sectors. NANGO iscomplementing the national efforts by promoting good corporate governance within the NGO sector inZimbabwe.Problems such as conflict of interest, non performance, abdication of responsibility, suspicion and mistrust,interference in roles and responsibilities, rubber stamping tendencies and unfettered individual authorityover staff, can be addressed in part by practicing good corporate governance.Zimbabwean NGOs with the guidance of NANGO took the bold initiative to promote good governanceamong Civil Society Organizations (CSOs) by developing this manual through a broad based consultativeprocess. The manual provides the rationale of good NGO corporate governance, the key principles and anelaboration on the modalities of initiating and sustaining a culture of transparency, accountability, integrityand fairness.I am most grateful to the various people and organizations who contributed to the development of thismanual, especially member organizations, donors and the government. The Chief Executive Officer ofNANGO, Jonah Mudehwe, expertly guided the process of developing this manual.Lastly but not least, I am greatly indebted to my fellow Board Members for their commitment and unwaveringsupport for the successful development of this publication.We hope that the NGOs and other stakeholders will use this manual as a flexible and practical tool to designsystems and procedures that suit their specific needs and contexts.Alexander M. PhiriNANGO Board Chairperson(iii)ZIMBABWE NGO CORPORATE GOVERNANCE MANUALNANGO(PVO 221/68)

INTRODUCTION1. WHY THIS MANUAL?This manual is informed by extensive public surveys, intensive national discussions on Non GovernmentalOrganizations (NGOs) accountability and the complexities of operational challenges faced by NGOs inZimbabwe. The increasing realization for good governance not only in the public and private sectors, but alsoin the NGO sector has influenced the development of this manual. Good governance has become a topicalissue on the development debate forum at national, regional and international levels.The manual seeks to improve the effectiveness of NGOs in Zimbabwe through improved governance. It isinformed by the belief that the quality of an organization's governance system determines its ability to pursueits vision, mission and goals. NGOs excel in advocating transparency and accountability. This manual willhelp NGOs to gain more legitimacy, credibility and confidence in championing the good governance cause.The idea of formulating this manual grew out of the Zimbabwe NGO Code of Ethics, which was the initial steptowards collective crafting of self-regulating mechanisms within the sector.The specific objectives of the manual are to provide:• A standard guideline to be used as a point of reference on NGO corporate governance issues;• Tools that will enable easier, efficient and effective implementation of agreed standards and practices;• A user friendly, accessible and handy reference to improve direction of those in leadership positions; and• Scope for strengthening institutional capacity to build effective governance structures.2. WHY FOCUS ON CORPORATE GOVERNANCEThere is a general recognition that the reasons for underdevelopment and misgovernment are “sometimesattributable to weak institutions, lack of an adequate legal framework, damaging discretionary interventions,uncertain and variable policy frameworks and a closed decision-making process, which increases risks ofcorruption and waste”. Views on governance also change with the context and the environment. As fundingstreams, public policy, politics, technology, demographics, the economy and community needs are changingand sometimes radically, governance strategies are also evolving along with them. The growinguncertainties on the development arena in Zimbabwe and the diversity and large number of NGOs make itmandatory to move from the rhetoric to practical action. The relationship between stakeholders and theirdifferent interests, rights and powers is a critical issue in corporate governance.We hope that the focus on good governance will help NGOs in Zimbabwe and beyond to:• Bring greater accountability and transparency;• Prevent reluctance to introduce management and institutional changes;• Provide a quality rating by donors;• Provide an incentive for the provision of collective services to members by NANGO that members cannotprovide for themselves;• Enable organisations to reframe development work through systems and policies that ensuretransparency, enhanced accountability and program impact;• Enable organizations to enhance the return from the dollar or the investment, which would result inenhanced donor confidence;• Enable NGOs to be exemplary in self-regulation; and.• Bring a renewed perspective of how NGOs can be managed through setting up effective Board structures,appropriate organizational policies and governing procedures.3. INTENDED AUDIENCEThis manual is adaptable and provides a range of procedures that organizations can adopt in order toenhance their governance practice. It is intended to serve as a practical guide for NGOs in Zimbabwe andeven beyond. It is based on best codes of practice derived from experiences of local, regional andinternational organizations. The Corporate Governance manual is intended for non-governmentalorganizations that may include charities, foundations, trusts, community based organization, faith-basedorganisations and welfare organizations in Zimbabwe and even beyond. The manual can also be used byother development partners who work with NGOs and those aspiring to form NGOs.NANGO(PVO 221/68)1ZIMBABWE NGO CORPORATE GOVERNANCE MANUAL

4. PROCESS OF DEVELOPING THE MANUALThe manual was produced through the collective efforts of the NGO community, key stakeholders andconsultants. Consultative meetings were held throughout Zimbabwe. Material for the manual was gatheredfrom NGO Chief Executive Officers, directors and employees, the Government of Zimbabwe and somedonors. A firm of consultants was identified to compile the manual, which was submitted and assessed bythe responsible team. The team recommended further improvements and identified editors to carry out thetask. The edited draft was circulated to the NANGO membership for comments and suggestions forimprovement. The feedback was provided to the Editors for incorporation. A final draft was then submittedand approved by the responsible team for publication.5. USE OF THE MANUALThis manual was produced within the context of Zimbabwe, and is designed for organizations operating inZimbabwe. Most of the information in this manual is based on guidelines issued in the corporate world suchas the King's Reports from South Africa and the Cadbury Report; Inger's work on effective governance ofparastatals and NGOs in Botswana; ICSA Professional Development Corporate Governance and the ArgillIntellect Guidelines on Corporate Governance. This manual also draws from guidelines issued by auditingcompanies, the media and other organizations that have carried out work and studies on corporategovernance.Concerted effort has been made to ensure relevancy and usefulness of the manual. However, consideringthe diversity in the NGO sector in Zimbabwe, there is likely to be differences in governance and mode ofdescription. This manual is providing a practical framework and flexible guidelines that are applicable acrossthe NGO sector. It can be adapted to suit the specific organizational needs and requirements.6. ORGANIZATION OF THE MANUALThis Corporate Governance manual is organized from the conceptual to the practical elements of goodgovernance. The first few chapters are concerned with discussing the main concepts in good governanceand well as the principles and values. The middle chapters are devoted to discussing the frameworks, withparticular emphasis on the legal and structural elements. The next succeeding two chapters look intoeffective resource mobilization strategies and the responsible use of funds, tackling human resourcemanagement that is in line with good governance. The manual also looks at issues related to policy planning,conflict resolution and dishonesty in organizations. The last section carries appendices, which constitute acollection of practical examples and/or samples of documents and tools.2ZIMBABWE NGO CORPORATE GOVERNANCE MANUALNANGO(PVO 221/68)

CHAPTER 1BASICS OF NGO GOVERNANCE IN ZIMBABWE1.1 WHAT IS AN NGO?An NGO is an organization that is not profit oriented according to the Private Voluntary Organization Act(Chapter 17:05, 1996). The same act also stipulates that an NGO should benefit society or a particularcommunity in the furtherance of its objectives. Thus registration as an NGO may be denied if its constitutionis silent about its non-profit making status. The PVO Act suggests that every NGO Constitution should have alegal status of being a separate legal persona distinct from the individuals who control it.The main characteristics of an NGO include: independence, non partisan and not for profit, for the good ofthe public and voluntary. If an organization is meant for making profit, it would be registered under theCompanies Act, whose objective is profit. It is not clear whether an NGO can make profits and plough themback into the organization to further its objectives listed under Section 2 of the PVO Act. There seems to benothing wrong or contrary to the PVO Act as long as making profit is not an objective that stands alone.NGO common operating principles include: participation, transparency, accountability, responsiveness,equity, effectiveness and efficiency, strategic vision and good governance. These principles would bedifficult to adhere to where there is:• Poor grasp of the different roles and responsibilities of the Board and management and a tendency tointerfere by either side;• Lack of appreciation that a Board member's primary role is to pursue the best interests of thatorganization not the one they may be representing;• Inadequate capacity to read the context and to make meaningful responses to it; and• Inability to follow the four golden rules of loyalty, care and skill, knowledge and attention.1.2 WHAT IS CORPORATE GOVERNANCE?Corporate governance is the system by which organizations, including Non-Governmental Organizations,are directed, controlled and held to account. It focuses on policy, systems and direction, which is the primaryrole of the Board. The Board is accountable and responsible to many stakeholders, including: members,society, beneficiaries, regulatory authorities, local authorities, donors, employees and financial institutions.Corporate governance also relates to organizational compliance with relevant laws and regulations andconformance to ethics, standards and codes of best practices. In Zimbabwe, the main laws that NGOs needto comply with include the PVO Act, the Labor Act, and the Finance Act.1.3 GUIDING PRINCIPLES FOR GOOD GOVERNANCEA number of guiding principles have been identified for effective and lawful operation of NGOs in Zimbabweand beyond. For example, NANGO expects its members to uphold the following five pillars of goodgovernance:a. Self regulation: NGOs have the capacity to govern themselves adequately.b. Registration: NGOs are registered with the relevant authorities.c. Professional environment: Conduct themselves consistent with good practice in their area of work.d. Sustainability: As NGOs manage their operations, to ensure continuity of interventions beyond theproject cycle.e. Representation: Balance gender, geographical and sectoral representation.In addition to the above, NGOs in Zimbabwe are expected to observe the following internationallyrecognized pillars of good governance:a. Fairness: The systems that exist within the organization, which must be balanced in taking into accountall (including minority stakeholders) those that have an interest in the organization. All men and womenshould have equal opportunities to improve or maintain their interest.b. Accountability: The existence and application of mechanisms that effectively allow for accountability. Itis the ability of the organization to adequately account for its time and resources using appropriatesystems, mechanisms and procedures. This means that the Board and management answer to thestakeholders on: their powers and duties; expenditure; and acts on decisions made; and accept someresponsibility for failure or incompetence.NANGO(PVO 221/68)3ZIMBABWE NGO CORPORATE GOVERNANCE MANUAL

c. Participation; All stakeholders regardless of gender, age, race, creed or religion should have a voice indecision making either directly or indirectly. This could be achieved through legitimate intermediateorganizations that represent their interests. Such broad participation is based on freedom of associationand speech as well as capacities to participate effectively.d. Responsibility: The behavior that allows for preventive and corrective actions and for penalizingmismanagement.e. Transparency: The ease with which an outsider is able to make meaningful analysis of an organization'sactions, its economic fundamentals and non financial aspects. This involves communication, informationsharing and acting in an open manner. Transparency allows for the stakeholders and employees togather information that maybe critical to uncovering abuses and defending their interests. Transparentsystems have clear procedures for public decision making and open channels of communication and awide range of information is readily available.f. Strategic vision: Management, employees and stakeholders must have a broad and long termperspective on good governance, the development and vision of the organization, along with a sense ofwhat is needed for such development. There is also an understanding of the historical, cultural and socialbackground in which that perspective is grounded.g. Discipline: The commitment to adhere to behavior that is universally accepted to be correct and proper.h. Independence: The extent to which mechanisms have been put in place to minimize or avoid potentialconflict of interest that may exist, such as dominance by a strong CEO or Founder member/Trustee.i. Social Responsibility: Being aware of and responding to, social issues, placing a high priority on ethicalstandards.j. Efficiency and effectiveness: Organizations, management and employees must produce results thatmeet the needs, requirements and expectations, whilst making the best use of resources.k. Balance of power: Organizations must ensure that there is a balance of power between and among thedifferent stakeholders such as the Board, members, management and staff. The balance must be suchthat no one person or group of persons has unfetted power on the organisation.1.4 OVERVIEW OF NGO SECTOR IN ZIMBABWE1.4.1 IntroductionThere are about 2000 registered organizations operating as NGOs operating in Zimbabwe. These areregistered under the PVO Act, or the Deed of Trust or with relevant ministries of the Government ofZimbabwe. Their broad and diverse mandates cover the following:• Disability: The focus of this sector includes economic empowerment of the disabled, and rights for thedisabled people.• Elderly: The focus is on social and economic needs of the elderly, including home based care.• Children: This sector deals with issues such as immunization, child abuse, children's rights and childparticipation.• Youth: The sector focuses on youth empowerment, upbringing of youth, student activism.• Environment: The focus is on conservation and utilization of natural resources such as land, water andwildlife.• Women and gender: The sector covers women's rights, economic and political empowerment ofwomen, advocacy on policy issues, inheritance and domestic violence.• Human rights: The focus is on protection and promotion of human rights, civic education,constitutionalism and legal aid.• Health sector: Themes include sanitation, HIV and nutrition.• Poverty alleviation: Strategies include provision of social safety nets, vocational skills training andmicro-lending.1.4.2 First generation of NGOs (Relief and welfare)These NGOs have their origins from charity and welfare work that was inspired by a passion to help thedisadvantaged. It is for this reason that the early NGOs were known as welfare organizations. In fact, the firstNGO law in Zimbabwe enacted in 1968 was known as the Welfare Organizations Act. A good number ofNGOs were formed by religious groups because this was part of putting into practice religious teachings andbeliefs. This group could be referred to as the first generation NGOs. Much of their work revolved aroundgiving handouts and taking care of the neediest of the needy such as orphans, abandoned babies, thedisabled people, homeless people and the elderly.4ZIMBABWE NGO CORPORATE GOVERNANCE MANUALNANGO(PVO 221/68)

1.4.3 Second Generation of NGOs (Development NGOs)The focus of this generation of NGOs was concerned with longer term development issues, beyond reliefservices. The attainment of independence in 1980 ushered in a new era for the NGOs in Zimbabwe. Whilstthe initial work of NGOs was to complement the efforts of the new black majority government in thereconstruction and rehabilitation of the country as it was emerging from war, this was just for the first 2-3years after independence. Thereafter, NGOs moved into development work which was in line with a series ofgovernment transitional development plans. Such work included providing support to resettled people,agricultural skills in rural areas, programs for advancement of women, local income generating projects,natural resources management and integration of disabled people into communities. This may be referred toas the second generation type of NGOs. There was also a lot of infrastructural development in terms ofconstruction of dams, clinics and schools. A lot of international NGOs also came to Zimbabwe to assist in thedevelopment of this newly independent state.1.4.4 Third generation of NGOs (Advocacy)The 1990s was a different period which witnessed Zimbabwe making a serious shift from its socialist policiesto market driven policies. It also witnessed Zimbabwe participating in a lot of United Nations Globalconferences on children, environment, women, population and human rights. This had a huge bearing onthe new program focus of NGOs. With the major failures of public policies from the mid- 90s, there emergeda new group of NGOs that began to engage in policy advocacy activities. Whilst not all NGOs are doingpolicy advocacy, there is a strong drive towards a rights-based type of development work which could bereferred to as the third generation type of NGOs. One of the highlights of this generation was the process ofreviewing the country's constitution.1.4.5 Current NGO statusToday Zimbabwe estimates to have in excess of 2 000 NGOs who are engaged in a wide range ofdevelopment work stretching from children's rights, advancement of women, disabled persons, HIV/AIDS,environmental protection, democracy and governance, vocational skills training, poverty alleviation tohuman rights, humanitarian aid and rural development. The current operational environment in Zimbabwe isextremely challenging. It puts pressure on NGOs to practice good governance.1.5 REQUIREMENTS FOR NGO TO OPERATE IN ZIMBABWEAny NGO operating in Zimbabwe must recognize and abide by the laws of the country. In Zimbabwe, themost important piece of legislation concerned with NGOs is the Private Voluntary Organizations (PVO) Act.However, at the time of writing this manual the legal framework surrounding NGO registration, managementand control in Zimbabwe was in a transition. Nevertheless, the PVO Act provides important guidelines asoutlined below. Every NGO planning to register in Zimbabwe must develop a Constitution which, amongother things should show ownership, structure, powers, roles and responsibilities of different organs of theorganization then (Appendix 1). In addition, the Constitution must show how elections and appointmentswould be made as well as how conflict would be resolved.1.5.1 Object clauseThe PVO Act provides for how to apply for registration. Every application put before the Registrar of PVOsshall have a Constitution and Curriculum Vitae of its promoters (Board members) attached. The Constitutionshall state particular objects pursued by the PVO. The objects listed in the Constitution of the PVO should beconsistent with those listed within the definition of a PVO under Section 2 of the PVO Act.1.5.2. Registered AddressIt is a requirement to state the physical address of the organization applying for registration. This is incompliance with Section 16 of the PVO Act. Such practice is also standard in other sectors as well as in othercountries.1.5.3 Name of NGOAlthough not specifically stated in the PVO Act, every NGO application and Constitution must have a nameby which it can be identified with. This can be inferred from Section 9(8) as read with Section 11 of the PVOAct. It is also common in general practice that such a body should have an identity and be capable of beingidentified.NANGO(PVO 221/68)5ZIMBABWE NGO CORPORATE GOVERNANCE MANUAL

1.5.4 Governance principlesAs commonly practiced, every registered NGO Constitution should disclose its governance principles.Section 1.3 of this chapter outlines some of the principles of good governance. There may be others such asto not prejudice or compromise the interests of society of which the NGOs are meant to benefit.Management, which reports to the Board, should adhere to these key principles of good corporategovernance, which include fairness, accountability, transparency, discipline, independence and socialresponsibility.1.5.5 Election of Board membersAn NGO Constitution should have a clause on how a new member is to be elected onto the Board either dueto an old member's incapacitation, death, resignation, disqualification or maladministration according to thePVO Act or otherwise. Section 21 of the PVO Act provides the guidelines on this.1.5.6 Dissolution of an NGOAn NGO Constitution should have a clause that outlines when and how the organization may be dissolvedand how the assets of the same may be disposed. This is inferred from Section 27 of the PVO Act. Part IV ofthe PVO Act provides for the Administration of PVOs.1.5.7 Appointment of external auditorsAs part of accountability and transparency NGOs should ensure that the books of accounts are auditedannually and reports are submitted to government and other stakeholders regularly (see Chapter 5, Section5.10).1.5.8 Convening meetingsIt is also important that an NGO Constitution outlines how it will convene Annual General Meetings (AGMs)and special general meetings of members. This includes the lead time needed to announce the meetingsand who may call such meetings. It is also necessary to determine what constitutes a quorum necessary forthe transaction of business at such meetings, and the manner of voting thereat.1.5.9 Members of the OrganizationIf the organization has members being other subsidiary organizations or branches, it will be prudent todisclose the members in the Constitution. This could fall under Section 17 of the PVO Act, which provides forBranch Committees. The failure to disclose such information may result in the Registrar and the RegistrationBoard's inability to determine whether a particular branch is not subject to the control and direction of theorganization according to Section 18 of the PVO Act.1.5.10 Definition clauseEvery Constitution should have a clause to elaborate and clarify the meaning of words that may have severalinterpretations so as to confine the meaning of particular words used within the Constitution. A definitionclause also facilitates good corporate governance, which enables the management of the organization toknow precisely what is expected of them. Accordingly, the organization's Board members will not be able toraise expectations based on misinterpretation and using the same for not adhering to the Constitution.Further, it is also useful for an outsider to have a better understanding of the Constitution, with specificreference to the Board that shall consider the organization's Constitution.1.6 SELF REGULATIONThe onus of regulating the operations of private and non-governmental organizations has shiftedconsiderably, internationally in recent years. This shift is sometimes characterized in terms of a transitionfrom the so called stated-led “command and control” regulation to corporate self-regulation. More recently,the emphasis is now on co-regulation. Co-regulation arises when two or more actors or stakeholders areinvolved in the design and implementation of the norms and instruments that attempt to improve theoperations of the organization.Self regulatory mechanisms work best when they are accompanied by independent monitoring of industrywide and specific organizational Codes of Conduct (Appendix 2). In the absence of independent monitoringand verification, it is difficult to evaluate whether organizational Codes of Conduct are applied extensively inpractice or remain mere expressions of good intentions. Ideally this needs to be developed collectively withNGOs. In some countries they have set up independent, credible bodies to regulate the sector. It would beprudent for Zimbabwean NGOs to set up a similar mechanism.6ZIMBABWE NGO CORPORATE GOVERNANCE MANUALNANGO(PVO 221/68)

CHAPTER 2NGO INSTITUTIONAL FRAMEWORK2.1 INTRODUCTIONAn organization should have a clear institutional framework. This should cover aspects such as theConstitution, registration, policies and procedures, a strategic plan, an organizational structure, networking,communication and partnerships and collaboration. Primarily, an organization must have a reason forexistence that is captured in its vision, mission and objectives.2.2 ORGANIZATIONAL SET UP2.2.1. History of the organizationThe historical description of an organization is important because it allows a better understanding on how theorganization was started and the associated drivers. It can include any information relating to the originalvision of the organization and the associated forces, how the organization was started and its past activities.Generally, the historical description should be able to show the progression of activities and programs.2.2.2 VisionAn NGO should state its vision which describes the desired situation that the organization wishes to see in ageneration or so. The vision can also be an image or description of what the organization aspires to becomein the future. The vision is supported by the values and philosophy of an organization. It answers thequestion: If we could create the organization of our dreams and have the impact we most desire, what wouldit look like? Or, if we could bring about the desired change in society, what society would we like to have? Onevision is about the desired state of the organization and the other is concerned with the desired state of thebeneficiaries.When developing a vision it is important to consider the impact you are likely to create given your resources,capacities, competencies, operational factors and societal needs. Furthermore, it is also important to involveall key stakeholders for ownership, which also enables the vision to be guided by real needs. All stakeholdersshould be inducted to the vision in order for them to be able to articulate it to their respective partners, donorsand other interested parties.2.2.3 MissionA mission statement states why the organization exists and what it hopes to achieve. It also expresses howthe organization plans to improve a social situation through its work. A mission statement covers thefollowing aspects:• Broad description of what an organization does;• With/for whom it is done?;• The organization's distinctive competence; and• Why it is done (ultimate end).A mission statement may need to be reviewed in a dynamic environment and it should always be aligned tothe vision. Questions to ask include:• What has changed in the operating environment?• Do these changes have a significant effect on our mission?• If yes, what is it that needs to be adjusted in the statement?2.2.4 ValuesA value is a standard, principle, or quality that is considered worthwhile. NGOs need values that outline howthey will conduct themselves in doing their business. It is important for the key stakeholders to be involved indefining these. Some of the values are similar to the principles discussed in Chapter one. But there are manyothers that could be used. For example, an organization can have the following core values:• People centred development;• Respect for indigenous knowledge;• Commitment to action and impact, and• Pan African.NANGO(PVO 221/68)7ZIMBABWE NGO CORPORATE GOVERNANCE MANUAL

2.2.5 Description of programmes, services and productsNot-for-profit organizations carry out their mandates through programs and activities that benefit thetargeted communities. Organizations need to adequately provide descriptions of their programs, productsand services to enable stakeholders to understand the focus and activities of the organization. It is alsoimportant that these descriptions are based on what is actually happening on the ground, and that theyclearly identify the target groups, and show relationships and linkages with government, umbrellaorganisations and other operating NGOs.2.2.6 Organisational structureEvery NGO should have a structure/organogram that shows how it operates, the layers in the organisationand the reporting relationships (Appendix 3). While a description is important, it is also critical to develop adiagram. There are usually three main layers of the structure: the policy makers; management and staff. Themanagement and staff layers can be further sub-divided. At each layer there can also be a number of equalsdifferentiated by theme or focus. One arm may deal with capacity building while the other may deal withcommunication or advocacy and each would have a manager.2.2.7 Geographical coverageIt is important for any organization to give indications of where they are located and where their operationsare based. Since organizations are there to serve communities providing such information enhances thevisibility of the organization and also enhances the likelihood of those seeking services to access them.Information pertaining to the location of an organization should not be abstract but detailed enough for easyidentification. Operational maps can also assist donors, new Board members or even new employees tounderstand the coverage of the organization's activities.2.2.8 Strategic planStrategic planning may be defined as a disciplined effort to produce decisions and actions that guide andshape what the organization is and what it does. A strategic plan is a tool used to plan the future work of anorganization. It should be realistic and achievable. It should map out the organization's work for a minimum ofthree to five years. A strategic plan organizes the work into different levels so that it is clear how all the work islinked and what will be done to achieve the mission of the organization and why it does. Both strategicplanning and long range planning cover several years. Strategic planning helps an organization to focus itsattention on the crucial issues and challenges. Therefore, it must be responsive to the environment it seeksto address. Increasingly donors are demanding strategic plans before they may fund an organization.A strategic plan should enable the Board and management to have a thorough understanding of the criticalissues and choices that they are facing in the given period, often three to five years. It should include goals,critical success factors, timing of achievements, monitoring and evaluation mechanisms.2.3 NETWORKING AND PARTNERSHIPS2.3.1 IntroductionThe essence of networks and partnerships resides in their potential to create and foster synergies, avoidduplication and enrich learning from each other. This can be within a given sector or among different sectors.For example, in Zimbabwe, in the 1990s NGOs that were involved in sustainable agriculture formed theNatural Farming Network. Prior to that, the Wildlife Society of Zimbabwe and many others, networked in theirsector. More recently the Zimbabwe AIDS Network is a good example. Cross-sectoral networks includeNANGO. Within a sector we can have people with different interests coming together. For example, theNational Agricultural Research Systems that brings together farmers, researchers, the private sector andNGOs. This helps in the creation of harmony and has the potential to increase the relevance and impact ofinterventions. Another example is the Zimbabwe Council for Churches (ZCC) that brings together differentdenominations. The degree of partnership varies. It can be loose and short-lived, formal and more binding,depending on the purpose. A formal network usually needs to be registered.2.3.2 Common challenges in networks and partnershipsSince partnerships and networks place different and additional governance challenges, it is importantdiscuss some aspects of these.8ZIMBABWE NGO CORPORATE GOVERNANCE MANUALNANGO(PVO 221/68)

a. Diverse working culturesSome organizations have no history of working in close partnership with others. They have operated asislands. This is a problem if they perceive themselves as above as or better than others.b. CommunicationWhere the partnership is between and among organizations with different communication approaches andeven language use, different writing cultures; tensions might arise as to whose communication cultureshould prevail. Sometimes interpreters have to be used, two or more reports of the same meeting have to becompiled for different audiences in the partnership, which can hamper effectiveness of participativeprocesses.c. Power relationsPerhaps the biggest challenge in networks is concerned with striking a balance between many factors. Thiswould include the challenge to represent gender, each sub-sector and to make sure that no sub-sectordominates. This is a bigger problem when people with different ways of looking at things come together. Forexample, when small scale farmers and agricultural researchers form a network, the way of doing businessmay be dominated by one group, creating governance problems that would not arise if they were operatingindependently. Section 2.3.3 outlines some suggestions on good partnerships.2.3.3 Making partnerships work bettera. Reciprocal transparency and accountability: This means that partners are accountable to each other,not just one to the other. The values of participation therefore underpin partnerships;b. Joint decision-making: Decisions should be taken jointly and openly.c. Clear and regular communication: Clear mechanisms must be established, and the used to facilitatecollective ownership, openness and to build trust. The communication channels should be clearly definedand evaluated over time;d. Fair distribution of costs and benefits: One of the major sources of tension in partnerships isconcerned with fairness in the sharing of costs and benefits. If someone is not pulling his or her weight, thebest thing to do is to confront him or her and discuss the matter. It is the responsibility of each partner toensure that they are not letting others down;e. Conflict resolution mechanisms: The mechanisms should be developed collectively so that eachpartner buys into them.The development of a partnership goes through phases. Below are some of the possible phases that anetwork or a partnership goes through.Table 1: Phases of partnership buildingPartnership PhasesGood practices for effective partnershipsPhase 1Inclusiveness and Partnership • Ensure inclusiveness and identify host organization and legitimate partnerOrganizationorganizations• Identify scope, priorities, objectives for the partnership• Organize the partnership and develop a process plan• Ensure information access and transparent communication• Carry out capacity building if needed to ensure inclusivenessPhase 2Partner Negotiation andPlanningPhase 3Implementation, Monitoringand MaintenancePhase 4Oversight and Accountability• Carry out stakeholder/partner analysis and negotiate partner roles and responsibilities• Determine essential linkages• Secure donor and leadership commitment• Develop partnership and linkage strategy (an array of mechanisms and actions)• Prepare an action plan for implementation• Implement and monitor action plan• Report performance and progress• Review and adjust action plan• Adjust roles and responsibilities• Maintain donor and leadership commitment• Evaluate partnership effectiveness and implementation progress• Adjust partnership organisation and management• Ensure that accountability requirements are met.Adapted from Inclusive and Partnerships Report by Abdi Nur, GFAR, unpublished 2006NANGO(PVO 221/68)9ZIMBABWE NGO CORPORATE GOVERNANCE MANUAL

CHAPTER 3NGO BOARDS AND MANAGEMENT3.1 INTRODUCTIONA Board is the policy making body of an organization and is found at the top of the organizational structure. Itusually consists of elected and or co-opted individuals. In most NGOs members of the Board are not salariedbut perform voluntary, community service. In some cases they are given allowances to meet certain costs.Every NGO should be headed by an effective Board that should exercise leadership, enterprise, integrityand judgment in directing the organization so as to achieve impact and to act in the best interests of theorganization's values and constituencies served.Most documents on corporate governance recognize the four basic duties for the Board: the duty of loyalty,the duty of care and skill, the duty of knowledge, and the duty of attention. Board functions include: makingdecisions on policies and strategies of the organization, representing the organization, accountability for theorganization, overseeing the organization's work, appointing the setting and agreeing on standards,resource mobilization, conflict and tension management and being the custodian of the organization.3.2 TYPES OF BOARDSThere are many types of Boards and their suitability varies according to circumstances. Four different typesof Boards are discussed below.3.2.1 Elected BoardThe Board is chosen by individuals from amongst themselves. Examples of organizations that have thismodel include: Trade Unions and Consumer Associations, Zimbabwe AIDS Network (ZAN) and the NationalAssociation of Non Governmental Organizations (NANGO). This type of Board takes account of members'views. Equally members are able to influence the Board's agenda by passing motions at Annual GeneralMeetings (AGMs).3.2.2 Self Perpetuating BoardBoard members are responsible for choosing their successors. This commonly happens when anentrepreneurial or individual group establishes a trust, charity or campaigning organization. Many trustssuch as Fambidzanai Training Centre are run by Boards established in this fashion.3.2.3 Selected BoardIn an NGO with a small membership, the members may without elections select people to serve on theBoard. These “guardians” may be past members of the Board or people who have made a significantcontribution to the organization. Usually these people have relatively little influence and usually act onlywhen the Board is divided or when serious organizational problems occur. Examples of such organizationsinclude housing associations, arts organizations and some national charities.3.2.4 Appointed BoardOn this type of Board, a third party such as a government minister or the organization which established theBoard, appoints members. This model is suitable for quasi-nongovernmental organizations such asZimbabwe National Family Planning Association (ZNFPA).3.3 FEATURES OF A GOOD BOARDOrganizations should have a Board Charter Framework that sets out the following: size, roles andresponsibilities, composition, member selection, leadership, compensation or remuneration, meetingprocedures, performance, committees and relationships (Appendix 4).3.3.1 Appropriate sizeThe size of Board should be determined by the needs of the organization. Generally, the bigger and morecomplex the organization, the bigger the Board is. Also if there is a wide range of interests represented by theBoard, it would tend to be bigger. Many NGOs in Zimbabwe have a Board size ranging from eight to 12members.10ZIMBABWE NGO CORPORATE GOVERNANCE MANUALNANGO(PVO 221/68)

3.3.2 Good balance of Board membershipWithin the Board, there must be a balance of power so that no one person or group of persons can dominatethe decisions. There must also be a good balance of skills and experience among the Board members andthe set of competencies needed is determined by what the organization does. Another key factor that needsbalancing is gender. Generally there is need for more women representation at this policy making level.Some constitutions have a clause that allows a Board to co-opt a member in order to address any of theabove imbalances.3.3.3 Have clear roles and responsibilitiesThe Board must have clear roles and responsibilities outlined in the relevant documents. These roles shouldnot overlap with those of others. The roles and responsibilities should not give undue power to any oneperson or group of persons in the Board. The Board must define the roles of the full Board, the Chairperson,committees, individual Board members, Board office bearers and the Chief Executive Officer such that thatthere is no duplication or confusion of roles.3.3.4 Exercise rigor in selecting membersThe pre-appointment process should follow a proper procedure. Curriculum vitae of potential Boardmembers should be considered by the organization nominating the candidates. Their eligibility to be Boardmembers should be checked. Before accepting to become a Board member, it is important for the individualto understand what he or she will be required to do and whether he or she has the time and skills to serveeffectively and efficiently (Appendix 5).3.3.5 Proper selection of a ChairpersonThe appointment of the Chairperson should follow a laid down procedure that enhances independence ofdecision-making (Appendix 6). The procedures are often laid down in the organization's Constitution. TheChairperson is expected to maintain a close, but independent working relationship with the Chief ExecutiveOfficer.3.3.6 Establishes appropriate Board CommitteesThe Board is accountable for the performance and affairs of the organization. It can delegate some of itsauthority to committees that are made up of Board members. However, the full set of Board membersremains responsible and accountable for any decisions made. The committee must, in most cases, submitits recommendations to the full Board for approval. Each committee must have clear terms of reference(Appendix 7). Some NGO Boards have committees on Finance, Personnel, Communication andFundraising. Committees are often determined by needs.Box 1: Types of CommitteesThe term committee may be used to cover sub committees, advisory panels and task groups.Sub committees may take decisions but should be accountable to the Board for their actions.Advisory panel refers to a group established to advise the Board on an ongoing basis. It has no decision-makingpower but can be very influential.Task groups are established to carry out a specific job in a given time scale and report back to the Board.The tasks may require coordination and close Board supervision.Committees are important because they can yield the following advantages:• Increase the efficiency of the Board by taking responsibility for defined areas of work;• Allow representatives of different stakeholders groups (e.g. parents, politicians, special interest groups,major donors) to present their views in an organized way;• Help the organization keep more closely in touch with service users;• Are an effective means of representing and consulting on people's views; and• Provide support and guidance and wisdom to staff responsible for delivering services.3.3.7 Sets terms of officeFor NGOs, it is important to have a Constitution that specifies how long each Board member is eligible toremain on the Board. Normally, each term ranges from one to three years. The maximum number of terms isusually three. This practice is seen as an important part of good governance and many NGOs have beenputting pressure on their governments to observe limited terms of office for certain positions.NANGO(PVO 221/68)11ZIMBABWE NGO CORPORATE GOVERNANCE MANUAL

3.3.8 Builds its capacity continuouslyNew members need to be inducted into their roles and all Board members need to develop and strengthentheir governance skills in light of technology developments, changing corporate environment and othervariables. The strategies for this include:Board members should receive a briefing on the organization's work and be given descriptions and reportson current strategies and plans. The Board's Code of Conduct (Appendix 8) and the organization'sexpectations of its Board members should be supplied. They can also be oriented through reading pastpapers, meeting beneficiaries and interacting with staff. In some cases it is prudent to send them on shorttermtraining or to link them with an experienced member of the Board for mentoring.Box 2: Key features of an orientation manualAn Orientation Manual can be developed to provide the Board members with an overview of the philosophyof organization, an explanation of how the organization operates and of who make ups the organization.Generic but not exclusive contents may include:• International Organization;• Organization Vision/Mission/Goals;• Other Regional Operating Center (s);• How does the Organization Accomplish its Goals;• Scope of Organizational Programs;• How and Who Funds the Organization?• Role of the Board;• Fundraising;• Expectations from Board Members;• Benefits for Board Members; and• Relevance and Impact of Organization.3.4 DUTIES AND RESPONSIBILITIES OF A BOARDThe duties and responsibilities of a board includes: common law and judiciary duties, shaping andmaintaining norms, formulating policies and providing direction, providing standards and controlmechanisms, mobilizing and managing resources, protecting the organization, evaluating the Board andindividual Board member performance and selecting skills and technologies that the organization shouldadopt.3.4.1 Common law dutiesIn the discharge of their functions, the Board members must satisfy common law and statutory requirementsby always acting in good faith, with care, diligence, skill and within the laws of the country. Acting in good faithmeans that each Board member must do what they believe to be in the best interests of the organization.Acting within the law implies that they must know the laws that govern their activities.3.4.2 Fiduciary dutiesThe Board must satisfy three principles that fall under fiduciary duties. Here the Board and its membersshould avoid conflict of interest. A Board member should not be involved in making a decision that he or shehas vested interests in as this would bias his/her decision. A Board member in an NGO should not profit frombeing a member of that organisation. He or she should not use the resources of the organisation as collateralfor his or her personal gain.3.4.3 Providing strategic directionThe Board has the responsibility for the long term strategic direction of the organization, whereas themanagement team is responsible for operations. Although the responsibility for setting the direction remainswith the board, in most organizations the process of establishing the vision, mission and strategy is a jointone involving the Board and management. In some cases this process is driven by the Chief ExecutiveOfficer. The board is ultimately responsible for creating an environment which is conducive to goodgovernance.3.4.4 Identifying the stakeholdersA major prerequisite in deciding on strategic direction is a clear understanding of who the stakeholders andclients are. The primary clients are generally not the owners of the organization, but beneficiaries such as thecommunities the organisation serves. It is important to identify the stakeholders because this would guiderelationship management.12ZIMBABWE NGO CORPORATE GOVERNANCE MANUALNANGO(PVO 221/68)

3.4.5 Shaping and maintaining normsThe Board of Trustees should determine the purpose and values of the organization and ensure that theseare lived up to. This is important for the image of the organization, its reputation and credibility. Ifunproductive norms begin to surface, it is the responsibility of the Board to challenge and correct them.3.4.6 Formulating policies and providing directionThe Board should be at the centre of determining the key challenges and opportunities that the organizationshould respond to. In this connection, Board members are expected to have contextual competence, whichis the ability to read and respond to the environment. The other key role of the Board is to develop the relevantpolicies that are needed in the organisation and to approve them.3.4.7 Provide standards and control mechanismsThe Board should ensure that a proper management structure, systems and procedures are in place andfunctioning properly. It should regularly review systems, processes and procedures to ensure theeffectiveness of its internal system of control for accuracy and informed good decision-making. In addition, itought to monitor and evaluate the programmes of the organization, as well as its financial sustainability.3.4.8 Financial responsibilitiesThe Board has the overall responsibility to ensure sustainability of the organization through successfulresource mobilization and management strategies. The Board's financial responsibilities includes improvingthe financial reporting systems, accounting systems, and budgeting processes; ensuring that annualauditing takes place; appointment of auditors and designing their terms of reference and setting tenderprocedures.It is common practice that some Board members are recruited specifically to assist with resourcemobilisation. Such members are invited because of their: posture in society, established networks, andcapabilities to convince donors to contribute to the cause. It is important that Board members are sensitisedabout the need for resource mobilization. There should also be aware of how their experience can influencethe extent to which an organization can be linked to influential members of society in a way that leverages theresources of that organization.3.4.9 Protecting the organizationBoard members have the responsibility to shield the organization from external threats to ensure that itcontinues to survive to serve its purpose. Protecting the organization also means meeting the requirementsof its stakeholders such as the government, donors, members and the beneficiaries.3.4.10 Evaluating the Board and individual Board member performanceThe Board should regularly assess its own performance and effectiveness as a whole and this processshould be guided by clearly defined assessment criteria (Appendix 9). It should also periodically review andassess the performance of individual members (Appendix 10). The Board's mandate also covers evaluationof the Chairperson (Appendix 11) and Board Committees.3.4.11 Evaluating organizational performanceThe other key role of the Board is to assess the overall performance of the organization (Appendix 12). Thiswill allow it to make the necessary strategic adjustments.3.4.12 Appointing of the Chief Executive OfficerThe Board appoints the Chief Executive Officer and participates in the appointment of all seniormanagement. It also ensures motivation and protection of intellectual capital crucial to the corporation. TheBoard ensures that there is appropriate and adequate training for management and other employees. It alsohas to put in place a succession plan for senior management.3.4.13 Selecting skills and technologies to adoptThe Board must recognise that, for the organization to survive and thrive, it has to ensure that the technology,skills and systems used in the corporation are adequate to run it. It should also ensure that the organizationconstantly reviews and adopts the same in order to remain effective.3.4.14 CommunicationIt is the responsibility of the Board to ensure that the organization's vision, mission and objectives areeffectively communicated to all the relevant stakeholders. This would include carrying out the public relationsfunctions of the organization as well as maintaining its positive image.NANGO(PVO 221/68)13ZIMBABWE NGO CORPORATE GOVERNANCE MANUAL

3.5 THE BOARD AND ITS OFFICE BEARERSThe key office bearers of the Board include the Chairperson, the Treasurer, Secretary (Appendix 13) andPatron(s).3.5.1 Appointment of ChairpersonThe role, powers and qualities of the Chairperson need to be clearly defined (Appendix 6). The appointmentof the Chairperson should follow a laid down procedure that enhances independence of decision-making.The Chairperson is expected to maintain a close, but independent working relationship with the ChiefExecutive Officer.The role of the Chairperson:• Chairing the meetings of the Board to ensure observation of the agenda and time allocated to each item,directing discussions and summing up decisions and actions;• Leads the Board in strategic planning, financial accountability, fundraising, evaluation of the CEO andevaluation of program performance;• Arranges annual appraisal of the Board performance and its individual members. It is recommendablepractice for the Board to adopt a “Charter” that lays out its responsibilities (Appendix 4);• Ensures that all board members receive all board papers and the necessary information in good timebefore each board meeting;• Acts as the link between the Board and the Chief Executive Officer without limiting the principles ofcollective responsibility and board discussions. Ideally the Chairperson should meet with the CEO priorto board meetings so as to be fully informed and give appropriate advice;• Represents the organization on key public occasions;• Plans the AGM cycle and ensures the agenda (Appendix 14) are set;• Provides leadership to Board members who set policy and whom the CEO is accountable; and• Serves as an ex officio member of Board committees and attends their meetings when possible.3.5.2 The role of the Treasurer:• Advise the Board and the CEO and his finance officer, on the finances and financial control and operationof the NGO.• Report to the Board and the AGM on the Financial matters and standing of the organization as and whenrequired;• Receive an Annual Financial Report from the Management Team/Section; and• Ensure that proper books of accounts are kept by the Secretariat.3.5.3 The role of the Secretary is to support the Chairperson by doing the following tasks and/or delegatingthem and ensuring that they have been carried out effectively:• Convene meetings of the Board as and when required;• Attend the meetings, keep records and circulate minutes of meetings;• Keep a register of all names and addresses of all members of the Board;• Notify all members of the Board of Trustees promptly of any vacancy for an appointed member of theBoard of Trustees and the procedure for nominating any person to fill such a vacancy; and• Communicate with the registrar of NGOs and other authorities as required by law.3.5.4 The role of the Patron• An NGO Board may invite any person(s) to hold the honorary title of 'patron' of the organization as a markof honor and distinction.• A patron shall be invited to attend and speak at any meeting of the NGO if he or she wishes or is invited bythe Board to do so, but holds no executive powers.3.6 THE BOARD AND THE SECRETARIATThe Board relates with the Secretariat through the Chief Executive Officer. It is usually important for anydirect communication with his/her officers to be copied to him/her. Communication channels need to beclearly spelt out. Generally Board committees can have direct communication with the staff responsible forthe relevant function. The Finance Committee can liaise with the Finance Manager, while the AdvocacyCommittee and communicate directly with the Advocacy Coordinator. This, however, should be done withthe full knowledge of the CEO who may be allowed to be part of these committees as well.14ZIMBABWE NGO CORPORATE GOVERNANCE MANUALNANGO(PVO 221/68)

The Board should clearly define the role of the CEO, set the term of appointment and management of theCEO's performance through a term performance contract. The CEO must report to and be accountable to thefull Board.The Board should regularly evaluate the performance and effectiveness of the CEO against the performancecontract. The full Board must decide on the remuneration of the CEO, based on performance.3.7 THE BOARD AND ITS STAKEHOLDERSThe Board needs to ensure that the organization communicates with all its stakeholders effectively. Regularand constructive two-way communication between the organization and its stakeholders can enhanceunderstanding of what the organization is planning to achieve, and how it plans to achieve these objectives.Open communication also help stakeholders to understand better the performance and position of theorganization. Communication will also help organizations understand the expectations of the stakeholders.There are a number of strategies that organizations can use. These include involvement of stakeholders inannual review, during strategic planning sessions and end of year functions.The main stakeholder groups of an NGO are the members that make it provided it is a membershiporganization such as NANGO. The Board needs to serve the legitimate interests of all members andprincipals and account to them fully, at Annual and Extraordinary General Meetings. The Board needs to usethe AGM to communicate with key stakeholders, including donors and encourage their participation in thesurvival and sustainability of the NGO.The other important key stakeholder is government, which must be contacted in connection with registration,income tax payments and submission of audited accounts. The third group is that of beneficiaries who mustbe engaged with on a regular basis and whose needs and priorities must inform the organization's activities.Then there are donors, to whom an NGO must account for the resources provided through narrative and,financial reports and meetings. The Board must ensure that a healthy and conducive relationship isestablished and nurtured with all the key stakeholders.3.8 THE COUNTRY BOARD AND THE INTERNATIONAL BOARDThere are organizations whose origins are in a foreign country but they operate in Zimbabwe. They form aZimbabwean Chapter guided by an agreement signed through the relevant Ministry, which recognizes thelocal conditions. The country Board is located in country and directs matters for the specific host country.Organizational by-laws must state clearly that the country Board is subordinate to the International Boards.Country Boards can be appointed with the approval of the International Boards. The country Board totallydirects, controls and is held to account for all governance issues in the country.Box 3: Some common pitfalls of BoardsThere are several issues that can reduce Board effectiveness. These may arise from fellow Boardmembers:• Board members without the necessary skills and experience;• Board involvement in day to day management issues;• Dominating and strong chairpersons who let their views triumph over others;• Board members with special and narrow interests who unduly drive the agenda towards those interests;and• Cliques form around a particular topic and incrementally take over Board meetings.Other forces that can make a Board less effective emanate from the staff:• Senior managers do not service the Board well, so it becomes increasingly difficult to provide goodgovernance;• Staff members avoid difficult decisions and take too many decisions to the Board;• Under-performs so the Board is obliged to intervene in ever increasing detail;• Genuine lack of understanding exists about what the Board's role ought to be;• The function of supporting the Board is under-resourced so planning, paperwork and maintenance ofBoard functions fall below the required standard; and• The values and belief of the staff and Board gradually move in different directions, to the point wherethey interfere with practical management of the organization.NANGO(PVO 221/68)15ZIMBABWE NGO CORPORATE GOVERNANCE MANUAL

3.9 BOARD PERFORMANCEThe Board should review its own performance at least annually. Reviews provide a structured setting forevaluating successes and problems and setting an agenda of actions to improve Board performance in thefuture (Appendix 9). An “annual away day” for the entire Board provides an appropriate setting for suchdiscussions and it should cover:• Review the performance of the Board and its committees against agreed list of governanceresponsibilities for the work of the organization and for the work of the Board;• Review the structure and role of the Board and its committees;• Review its composition to check that the governance structure has people with skills and abilities to takethe organization on to the next stage in its development;• Check that two-way communication between management and the Board has been effective;• Confirm that members have attended and agreed on the minimum number of meetings to qualify forcontinued membership of the Board;• Identify areas of improvement in all the above; and• Develop a plan of action to implement changes needed and set criteria for monitoring theseimprovements at the next annual review.3.10 THE CHIEF EXECUTIVE OFFICER AND THE BOARDNGO Management is made up of the CEO and senior staff. It is concerned with the efficient administration ofthe organization and hence in the execution of its management functions: planning, organising, staffing,leading and controlling. Observing good governance is essential.The Board should ensure that a proper management structure (organization, systems and people) is in placeand that the structure functions to maintain corporate integrity, reputation and responsibility.3.10.1 The Management TeamThe Management Team shall be entrusted with the day-to-day management of the NGO and shall report tothe Board through the CEO or his/her nominee. The Management Team shall consist of the CEO, who shallact as Chairman of the Management Team, together with no less than two other designated managers.Replacements or appointments are made by the CEO often with the approval and involvement of the Board.The Management Team meets as and when required, at least once every two months.3.10.2 Appointment and placement of a CEOThe Board defines the role and qualities of the CEO who should be appointed through a formal process. TheCEO often has a performance renewable contract, covering about three years although this varies and somecan be employed on a permanent basis. The CEO's contract should include the following elements:• Duties, powers and responsibilities delegated by the Board;• Obligation to comply with any decision taken by the Board;• Relationship to any other Board e.g. International Board;• Obligation of confidentiality regarding information acquired as a result of his/her position, both whileserving as the CEO and thereafter;• Duration of service;• Remuneration and benefits;• Annual and sick leave provisions;• Termination of services; and• Restraint of trade (to be valid, this will usually have both time and geographical limits).3.10.3 Attributes and skills definitionIt is the Board's responsibility to ensure that the CEO has the required qualities, qualifications andexperiences. The CEO must be able to make meaningful contributions to the Board's deliberations. He orshe should have integrity, independence of thought and the courage to express it, a grasp of theorganizational operations, an understanding of the changes taking place locally, regionally, andinternationally and an understanding of management and financial language. If the CEO has no experiencein the position, the Board has a responsibility to facilitate his or her learning in areas that may include relevantlaws, financial management and leadership skills.3.10.4 Periodic appraisal of the Chief Executive OfficerThe Board should regularly evaluate the performance and effectiveness of the CEO against the performancecontract. The full Board must decide on the remuneration of the CEO, based on performance. The16ZIMBABWE NGO CORPORATE GOVERNANCE MANUALNANGO(PVO 221/68)

parameters of the CEO responsibilities by which their performance can be measured and monitored include:organizational strategy and operational plans, annual budgets, established key performance indicators,organizational policy statements, delegated authority levels, NGO sector benchmarking and executiveperformance measurement criteria.3.10.5 Role of the Chief Executive Officer in the BoardThe CEO is an ex-officio member of the Board who normally has no voting rights. In many cases, he or sheserves as the Secretary to the Board and is required to report to the Board regularly. Outside of the Boardmeetings reporting is encouraged through such media such as the Internet to increase transparency andcommunication with the Board. The CEO should ensure that communication with the Board is open andtransparent, relevant and substantial, prompt and fairly sets out the organizational position on currentissues. Transparency implies openness in fully explaining the reasons for any decision or course of actionadopted by Management to the Board. The Chief Executive Officer faces greater responsibilities in caseswhere the Board is weak and does not adequately comply with its 'Charter” (Appendix 4). In such cases theCEO has to ensure that the organization operates efficiently without usurping the powers of the Board.The duties of the Chief Executive officer are to:• Ensure that strategic and financial plans are put in place, periodically reviewed and updated annually;• Ensure that a Human Resources (HR) development plan is put in place, approved by the board andupdated annually;• Ensure that the Board, especially the Chairperson are kept fully updated of any circumstances that mayaffect the organization;• Build a strong and effective management team;• Ensure that all the necessary policies and procedures are developed and approved by the Board andapplied effectively;• Promote public knowledge about the organization and act as its chief spokesperson; and• Keep stakeholders informed of the activities of the organization.3.11 DIFFERENCE BETWEEN GOVERNANCE AND MANAGEMENTThe roles of the Board and management are different. Management serves the Board which is the policymaking organ. The primary role of management is to implement and carry out tasks that may be delegated tothem by the Board.Table 2: Roles of governance and managementGovernanceDetermining policy and strategyAppointing and overseeing thechief executive officerMonitoring the performance of theentire organisationManaging the governance processProviding insight, wisdomand judgmentManagementImplementing policy and strategyAppointing managers and staffMonitoring day to day activitiesDelivering services and conditionsProgramming activitiesAlthough the specific division of responsibilities varies with some specific issues, the purpose of this chart isto give both the Board members and staff an idea about the expected role in each of the issues of theorganization.3.12 CONFLICT RESOLUTIONConflicts are inevitable and if managed properly they can even be healthy. They are often good indicators ofwhere change is needed. This change may be in the form of rules, benefits, power and responsibilities.Conflicts can also arise from changing interests, personality clashes and structural matters. It is alwaysimportant to identify the actual source of the conflict and the services of a specialist can be sometimesessential. Conflicts can occur among employees, between employees and management, betweenmanagement and the Board, or within the Board. It is important to set fair, transparent and effective conflictresolution procedures and to set up mechanisms that can pick up conflicts soon enough before they damagethe organization. The Labour Relations Act provides important guidelines.NANGO(PVO 221/68)17ZIMBABWE NGO CORPORATE GOVERNANCE MANUAL

CHAPTER 4NGO ADMINISTRATIVE POLICIES4.1 INTRODUCTIONInternal policies are developed, implemented and reviewed regularly. The internal policies are concernedwith affairs of the organization such as personnel but they can also be concerned with external matters suchas advocacy and lobbying. Policies that are concerned with the internal affairs of the organization are oftencalled administrative policies. This chapter discusses administrative policies.4.2 POLICIES AS A CONCEPTPolicies guide or channel management thinking in decision-making. They seek to define how a decision is tobe made and ensure consistency. Policies are the means of encouraging discretion and initiative withinoperational limits or frameworks. Another common term also used is procedures. Procedures are plans thatestablish a required method of handling activities, whereas rules spell out specific required actions or nonaction. The Board may delegate the Secretariat or form Board Committees, to formulate policies that complywith the statutory requirements e.g. local laws and other statutory instruments and which conform to industrycodes of best practice.4.3 TYPES OF ADMINISTRATIVE POLICIES COMMON IN ZIMBABWEThe main types of administrative policies in Zimbabwe include: Human Resource (HR), code of ethics, officemanagement, finance, NGO Board, Gender, HIV and AIDS, diversity, fundraising and asset management.4.3.1. Human resources policyThe NGO must ensure that all HR systems and policies comply with the Labor Relations Act (Chapter 28)which provides the general framework for all Zimbabwean Labor issues. Fundamental rights of employeesmust be protected. Policies and practices must eliminate unfair labor practice, and allow for corrective actionand for penalizing mismanagement. The roles of non-managerial and managerial employees as enshrinedby statutes must be adequately recognized. The provisions relating to the formulation and functions ofworkers committees and councils should be addressed.A Human Resources Manual (HRM) forms part of the human resources policy. It serves to define policies, setstandards and act as a source of reference on matters such as induction, staff development and promotion.The key HR development policy areas and statements cover: job descriptions; recruitment; staffdevelopment; compensation; job grading; integration and maintenance; and job termination.a. Job descriptionsJob descriptions should be spelt out clearly and be aligned with the organizational goals and objectives in amanner that permits prudent organizational resources management and elimination of duplication of roles.They should describe key result areas and specific action to be taken by the incumbent. Expectedcompetencies and technical skills from incumbents should be clearly stated.b. Recruitment procedures, placement and promotionSelection policies can cover HR planning, establishment control, recruitment and selection, appraisal andpromotion or advancement criteria. Where applicable, transfers should also be covered. Fair andtransparent systems for attracting, retaining and motivating human resources need to be put in place.Sources of human resources may be both internal and external. The policy should clearly justify internal andexternal recruitment procedure for the senior personnel and all employees of the Secretariat.It is important that a volunteer policy on recruitment be put in place for those organizations that utilise theservices of volunteers. The policy should be clear enough to enable effective use of volunteer skills. It shouldaddress issues relating to: roles and responsibilities, accountability, confidentiality (where applicable), hoursof work, and terms of reference or terms of contract.c. Staff developmentThe policy should provide for staff development which can be achieved through first establishing the needs and thenaddressing these by:• External formal training;18ZIMBABWE NGO CORPORATE GOVERNANCE MANUALNANGO(PVO 221/68)

• Internal formal training;• On the job training;• Secondment;• Career planning and management; and• Appraisal and development.d. Compensation systemThe HR Manual or policy should comprehensively cover the compensation system which should bedetermined by individual performance, market forces and grading structure. Compensation aspects cover:job design and role definition; job evaluation and grading; salary and wages; working hours and overtime. Italso covers generic allowances, benefits and facilities; medical benefits; special allowances, and specialallowances for Managers and Heads of Departments. Vacation and leave conditions must comply with LaborStatutes, International Labor Organization (ILO) conventions as well as conform to codes of best practice.e. Job gradingThe rewarding systems in NGOs need to be transparent and fair. Job grading enhances internal equity ofpositions to reward. The grading system should be closely aligned with the performance managementsystem. Full employee participation in the job grading is encouraged. There are many job grading systemsand the choice may be determined by the size of the organization among other factors. The most widely usedjob grading systems are the Castellion System, Paterson System and Hay System.Box 4: A comparison of two job grading systemsThe Castellion System focuses on six main areas of any work:• Decision making• Pressure of work• Controls and checks• Consequences of error• Educational requirements• ExperienceThis system is more involving as compared to the Paterson due to the number of factors involved.With proper training, it is an easy system to implement and it analyses all jobs within the organizationusing 6 common factors ensures consistency. However, its weakness has been attributed toits potential for subjectivity.The Paterson System compares whole jobs against predefined job tasks with particular emphasison the decisions made in that job. Similar are classified together. It is generally viewed as simple toapply, easily taught and understood and is more cost effective due to its simplicity in implementation.Its weakness is that it does not take into account qualifications, skills and experience.Consequently, the more technical staff rejects the system as unfair.Generally the Castellion System is recommended, especially for organisations whose staffmembers are engaged in various activities that require a diverse skills base.f. Integration and maintenanceThe HR policy must provide for smooth staff settlement into the organization. The organization will seek toprovide conditions conducive to progressive staff mobility. Staff cooperation and discipline is expected tofacilitate their objective. Integration and maintenance elements include:• Social welfare;• Appraisal and counseling;• Grievance handling;• Circumstances leading to disciplinary action or summary dismissal;• Dispute resolution; and• Communication.g. TerminationThe policy should provide for employment termination in the most humane possible manner, having dueregard to the appropriate legislative requirements, standards practice in Zimbabwe. Termination policiescover the below areas:• Ending of employment contracts by resignation or termination due to death, on grounds of ill health;• Severance, dismissal and redundancy;NANGO(PVO 221/68)19ZIMBABWE NGO CORPORATE GOVERNANCE MANUAL

• Retirement;• Abolition of office; and• Voluntary resignation.4.3.2 Code of ConductThe staff code of ethics/conduct, for employees must be formulated and implemented with a view toenhancing fairness, accountability, responsibility, transparency and discipline. The code must comply withstatutory provisions and conform to industry and related codes of best practice (Appendix 2).4.3.3 Office systems and procedures policyThis policy should be developed in order to provide for efficient and effective management and governanceof the NGO. It should cover: office hours; communication (mail, faxes, e-mail, internet, telephones);reception; appointments; meetings; filing and staff travel and subsistence allowances. Other key aspectsthat need to be addressed in the office procedures are financing issues; office upkeep; purchase andmaintenance of equipment; office orderly and security; first aid box; press statements and staff notice board.4.3.4 Financial policyThis financial policy is designed to protect funds from misuse and loss. It also covers all possible accountingsituations within an organization including prescribing and detailing steps to be followed when preparinginformation for internal use. The financial policy also serves as a tool for planning, monitoring, controlling andevaluating organizational performance, enabling the safeguarding of the assets of the organization. Theprocedures assist to secure the completeness and accuracy of financial records, promote and maintainoperational efficiency and seek to maintain control consciousness from all those responsible for the runningof the organization. The policies and procedures serve as a key reference document for staff and the internaland external auditors.Table 2: Suggested topics for a Financial Policy• Year End Procedures • Debtors Journal• Books Of Accounts • Preparation of Management accounts• Financial Year End • General Daily Accounting Procedures• Retention of Documents • Interest Receivable• Principal Accounting Policies • Loans receivable & payable• Accounting Convention • Reporting currency & Foreign Exchange rates• Income and Expenditure • Treatment of Exchange Losses/Gains• Vehicle Use & Management • Valuations• Tax Information • Fixed Assets• Monthly Procedures • Post Balance Sheet Events• External Audit/Internal Audit • Stationary Register• Allocation to expense accounts • Budgets• Authorisation of payments • Request for funds• Authorized Signatories • Cost sharing• Advance Payments • Receipting and Cash Handling• Stock Control • Cash Book• Salaries Administration • Petty cash• General Journal • Suppliers/Creditors Journal• General/Nominal Ledger • Error Correction Procedures4.3.5 NGO Board PolicyThe Board policy statements can be written up in the form of a manual. The purpose of such a manual is toprovide the Board members with an overview of the philosophy of organization, explain how the organizationoperates, and clarify the roles of the people who make up the organization. The policy contents have beendiscussed in Chapter 3, Box 2:4.3.6 HIV and AIDS PolicyThe HIV and AIDS pandemic is adversely affecting both the employees and the smooth running oforganizations. It is estimated that more than 25 percent of the adult population in Southern Africa is infectedby HIV and AIDS. Almost everyone in Zimbabwe is either infected or affected by this pandemic. It is againstthis background that any organization, no matter how big or small, should have a fully functional HIV andAIDS Policy that should be in line with other local, regional and international codes, policies, guidelines andconventions. The main areas to be covered in this policy include the:• Legal Framework;• Key Principles;20ZIMBABWE NGO CORPORATE GOVERNANCE MANUALNANGO(PVO 221/68)

• Policy Objectives and Strategies;• Implementation and Coordination of Policy and Workplace program;• Institutional Framework and responsibilities of various stakeholders; and• Roles of the Government, employers and employees.4.3.7. Diversity PolicyThe NGOs should have workplace policies that accommodate people with special and diverse needs,including the disadvantaged. Such groups include people with disabilities and the disadvantaged (such aswomen). The policies must comply with relevant local statutes as well as conform to internationallyacclaimed standards, such as those enunciated by the International Labour Organization. As stated inSection 5 sub-Section 1 of the Zimbabwe's Labour Act, “no employer shall discriminate against anyemployee or prospective employee on grounds of race, tribe, place of origin, political opinion, colour, creed,gender, pregnancy, HIV/AIDS status or, subject to the Disabled Persons Act, any disability referred to in thedefinition of “disabled person”. These provisions should therefore guide a diversity policy in organisationsoperating in Zimbabwe.4.3.8 Fundraising PolicyA Fundraising policy outlines guidelines in connection with, fundraising, resource mobilization, andrelationship management with donors and other sources of funds and resources. Resource mobilizationstarts with a strategic plan, which should identify the resources needed. A fundraising policy should point outthe key strategies and guiding principles.4.3.9 Asset Management PolicyAn asset management policy seeks to ensure that the organization's resources are properly channeledtowards its vision, mission and objectives. The policy should have a bias for action and results while at thesame time, complying with statutory provisions. Asset disposals should be in line with the provisions of theConstitution and or deed of trust.4.3.10 Risk Management PolicyRisk Management is the identification and evaluation of potential and actual risks as they pertain to the wholeorganization. A process of termination, transfer acceptance or mitigation of each risk is determined. Potentialrisks include liquidity, solvency, market risk, technological and operational risks, political risks and fraud.NANGO(PVO 221/68)21ZIMBABWE NGO CORPORATE GOVERNANCE MANUAL

CHAPTER 5FINANCIAL ACCOUNTABILITY AND SUSTAINABILITY5.1 INTRODUCTIONResource mobilization involves many people in the organization although one or two persons may beassigned this responsibility. For example, Board members may engage with donors while, the accountantputs together the budget and the financial report. People within the organization can actually be trained tohelp with generating ideas while the technical aspects can be done by those specialized in resourcemobilization.5.2 RESOURCE MOBILIZATION PROCESSPlanning resource mobilization needs to be systematic and strategic. Once a strategic plan is developed, anorganization can then clearly identify the resources that they actually need. It is essential that realisticresource mobilization mechanisms are identified. This will enable an organization to identify the potentialresource providers and to draw up an action plan, which matches resource gaps and potential resourceproviders. This process will also help the organization to determine the areas needing greater resourcemobilization input.Table 3: A Five Step Resource Mobilization ModelStep 1 Step 2 Step 3 Step 4 Step 5Develop strategic plan Review resource Research Identifying resource Prepare action plansituation mechanisms providersa. Review strategic plan a. Identifying resources a. Conduct potential a. Link needs to donors a. Assess NGO capabilityb. Develop program needed donor research b. Identify alternative donors to use mechanismsc. Assess needs b. Identify immediate b. Identify relevant requests c. Classify donors b. Map resource providersresource needs for proposals d. Research details of donors c. Identify ways to get resourcesc. Submit unsolicitedgeneral proposalsAdapted from Alliance Resource Mobilization Toolkit5.3 FUNDRAISING REPORTSIt is prudent for every NGO to write and keep fundraising reports because they enable the review offundraising strategies: what worked; how it worked; what did not and why? In order for the reports to behelpful, they should contain the following information:• Donor interests;• Donor requirements;• Schedule of donors concerning proposal submission, report writing; and• Proposal formats.Such reports can be done quarterly or bi-annually and reflect the actual fundraising activities that werecarried out during the period.5.4 DONOR MANAGEMENTDonor management is concerned with building good relationships with all the current and potentialresources providers. A critical component of this process is to build and sustain mutual trust. Ideally, oneshould seek to create “win-win” situations. This means that the NGO must ensure that it is addressing itsneeds and in the same process it should also serve the interests of the donor without compromising itsprinciples and values. These relationships can be more than merely matching needs with opportunities.Table 4 outlines a proposed process of donor management.22ZIMBABWE NGO CORPORATE GOVERNANCE MANUALNANGO(PVO 221/68)

Table 4: The donor management processDonor/Resource ProviderWhy? Need to understand and verify the use of theresources they provide; The need to assess the possibility of cooperating inthe future; To effectively monitor how activities may havechanged; To check and influence the quality of the NGO'swork; To be able to ask questions and be able to know andunderstand the extent to which the communitieswere benefiting; To ensure that contacts for future partnerships andactivities are enhanced; and To enhance knowledge about organizations and thework they do in general.How? By visiting projects managed by NGOs; By receiving progress reports and programimplementation updates; By ensuring that they are acknowledged as donorsand that their logo is utilized; By ensuring that their name is mentioned in theNGO's publications; Expect NGO to ask for advice, clarification and inputon reports; By being invited to attend key meetings of concernthat may require face-to-face discussions orclarifications between donor and NGO; and Conduct field visits and workshops when they haveenough time.The not-for-profit organization/NGOWhy? To gain the donor's trust; To show donors how their resources are being used; To build a relationship with the donor so that furtherresources may be provided; To request and receive supportive technical input; To promote donor understanding of the issues andcircumstances; To encourage donors to fund others or replicate theirsupport through other organizations; and So that donors may be more supportive whentimelines change or things do not work.How? Invite donors officially to key events; Send NGO related publications to donor; Conduct regular visits to the donor to provideupdates on activities and projects; Invite donor to informal meetings and social events; Send progress reports on projects and programs todonors in good time; Seek for advice on program implementationstrategies; Invite donors for field visits and workshops pertinentto the donor; Include the donor's logo on organizationalinformation and acknowledge their contributions; and To invite donor to organize joint activities e.g.exhibitions, commemorations, and celebration ofevents.Adapted from the Alliance Resource Mobilization Tool Kit5.5 PROPOSAL DEVELOPMENTDeveloping a proposal involves identifying the information that is necessary to include, selecting a person orteam to write the proposal and understanding the requirements of the potential resource provider, which maybe accessed from them. Where such guidelines are not provided by the resource provider or grant maker, anNGO may determine guidelines from the request for proposals. The guidelines are used to develop aproposal structure. With the structure available, the content can be derived from the logical framework orprogram strategy documents. Proposals can also have greater impact to the reviewer if visual information isused to enhance justification for funding.Every proposal should be accompanied by a cover letter which summaries information about theorganization, proposed work and a summary of resources requested.NANGO(PVO 221/68)23ZIMBABWE NGO CORPORATE GOVERNANCE MANUAL

Table 5: Suggested structure of a proposalSection TitleA. Organisationalinformation andExecutive Summary ofProposalB. Rationale for theProposed WorkC. Project DesignD. Project Managementand ImplementationE. Monitoring, learningand dissemination of thefindingsF. Risk FactorsG. Budgetary InformationDetails for each section• Name and address of organization• Contact person and other contact details• Project name• Location of project (Country, region/district/province)• Objectives of the Project, main activities, and expected outcomes/impact (LogicModel)• Project Budget amount requested, contributions from other donors, in kindcontributions• Project duration anticipated start and end dates.• What challenges or opportunities are you responding to?• How does the objective of the work relate to the problem?• Your organization's capacity of working in the proposed areas and on the issuesrelated to the work• What past experiences will inform or build on the proposed project/work?• What is the project's goal, objectives, outputs and main activities?• Who are the project's direct and indirect beneficiaries and those that will be involvedin the project?• How will beneficiaries be involved in the design and implementation of the project?• What is the project coverage (area, number of beneficiaries, etc)?• How sustainable is the project (sustainability plan, multiplier effect)?• How will the project be implemented and managed, by whom?• What material and human resources will be required or are available?• Which other organizations are working in this area and do you plan to work withthem?• What is the time frame of the project?• How do you intend to monitor and review project implementation and assess impactof the proposed work?• What monitoring and evaluation arrangements will be used and how do these assistin effective implementation of the project?• How and when will progress on work reported?• How will project outputs and lessons drawn from the project be shared withstakeholders and partners?• What are the major risks that could affect implementation of the proposed project orwork?• What is the likelihood of this happening and what would be the implication on theproject?• What measures will you put in place to mitigate or minimize identified potential risks?• How long will the proposed work take to complete?• What are the total costs for the project?• What is the breakdown of the costs?• What are the other sources of funding and resources that are available for thisproject?• Which other resource providers have you approached for purposes of seeking furtherfunding for this project?5.6 FINANCIAL MANAGEMENTNGOs in Zimbabwe receive most of their funding from donors. There is need to prioritize the developmentand maintenance of proper financial management strategies of such funds. The fund and resources must bemanaged properly and accounted for to members and donors. To this end NGOs must comply withaccounting and auditing standards of the country, the sector and the donor. This, among other things, entails:• Setting up appropriate, clear and transparent financial systems;• Employing qualified persons to administer and manage these systems;• Conducting annual audits;• Developing and implementing clear policies on loans and staff advances;• Setting up of mechanisms for purchasing goods and services that are free from vested interests ofindividuals in NGOs;• Preparing of realistic projects and budgets;• Putting in place and following appropriate consultations to effect any changes in the budgets; and• Establishing a diversified funding base.24ZIMBABWE NGO CORPORATE GOVERNANCE MANUALNANGO(PVO 221/68)

5.7 FINANCIAL SUSTAINABILITYIt is important for an organization to seek ways to enhance its financial sustainability. There are some localexamples that show that it is possible to reduce dependence on donors, especially those from outside thecountry. Examples of such strategies and mechanisms include: costing the services provided, developingbusiness ventures whose proceeds are ploughed back into development work and also raising funds fromlocal individuals and corporations.5.8 BUDGETS5.8.1 PurposeBudgets need to be prepared for all the activities to be undertaken in each financial year. A realisticassessment of the organization's fund raising capacity must play a critical part in the budgeting process.These budgets should include income, expenditure and the employment of capital. The demand for quickresults must be balanced against the need for accuracy and being realistic in preparing these budgets. Aprime objective of the budgetary control is to delegate responsibility for cost control to the persons whoactually commit resources and incur expenditure. This clarifies responsibilities and gives the personconcerned the authority to spend and improve managerial accountability by facilitating comparisons so thata more objective assessment of performance can be made. Provision for inflation should also be included inthe budgeted figures.5.8.2 StructureThe general structure of the budgets must reflect the organization’s structure and activities. Generalizedfactors common to all budgets include:• Salaries and allowances;• Rentals;• Communication;• Meetings and workshops;• Capital investments;• Monitoring and evaluation;• Equipment;• Operational costs; and• Income sources.5.8.3 Project/program budgetsThe organization should prepare a budget for each project to be undertaken, indicating the human andfinancial resources to be utilized. The estimated duration of each project must be included in these budgets.There is need to ensure that only competent and reliable persons are elected in project committees and areheld accountable and responsible for the efficient and effective implementation, monitoring and evaluation ofthese budgets.It is important that volunteer hours are cost in any budget. Costing volunteer hours is important for mostdonor and partners as it gives an indication of what the organization would have incurred in labour cost in theabsence of volunteers. Volunteer costs can be calculated as they relate to the general/ integrated budget aswell as the project budget.5.9 FINANCIAL REPORTING5.9.1 Compliance with Generally Accepted Accounting PrinciplesAlthough not required, tradition has seen most NGO's are following Generally Accepted AccountingPrinciples (GAAP), rules promulgated by the Financial Accounting Standard Board (FABS) in their financialstatement presentation. These accounting principles have formed the basis of the Internationally AcceptedAccounting Standards (IAAS) now almost applied universally:• All financial statements should explain the financial position of the organization and must give a true andfair view of the state of its affairs.• At the end of every month there is need for preparation of financial statements.• These statements usually should include a statement of financial position (balance sheet), an incomestatement, and a statement of cash flow.• It is important to remember that financial accounting statements, while of use to management, are alsointended to provide relevant information to parties external to the organization.NANGO(PVO 221/68)25ZIMBABWE NGO CORPORATE GOVERNANCE MANUAL

5.9.2 Financial analysis reportsFinancial analysis reports help management to plan, implement, and control all organizational activities andto identify errors, trends, and unusual transactions. The most important analyses to be performed routinelyare; cash flow; expenses; cash balances; varlance analysis and grants and contributions.The NGO, through the Board, should present a balanced and understandable assessment of theorganization position and prospects.The Board members should explain their responsibility for preparing the accounts and there should be astatement by the auditors about the Board members’ responsibilities. The NGO's responsibility to present abalanced and understandable assessment extends to interim and other reports needed to evaluate programimplementation. The Board should monitor and evaluate the implementation of financial budgets, includingthe “annual solvency test”.a. Cash flow reportsA cash flow report is required to ensure transparency on all cash transactions. Therefore, there is need tomake reconciliations on how the organization generated and used its cash during the year. Properdocumentation should be available for every cash transaction incurred. Proper delegation of duties shouldbe used as an internal control measure for example the person authorizing and signing cheques should notbe the same person preparing the cheques and recording them.b. Variance reportBudgetary control is supported by variance accounting when the planned activities of an organization areexpressed in budgets, standard costs, prices and profit margins and the differences between these andactual results are compared and accounted for. The arithmetic difference is the variance. There are manypotential causes for variances and these include:• Economic, social, legal, and political changes;• Changes in competition;• Changes in supply conditions at home and abroad;• Internal changes in operating systems;• Inefficiencies in the organization;• Change as a result of other budget elements which have altered e.g. production will change with salesexpense; and• Poor budgeting.Variance reports are necessary in that they show a need for action. A large number of minor variances invarious small units of the organization, insignificant in themselves, may produce an overall profit and loss,balance sheet and/or cash flow which is significantly at variance and unacceptable. Action will need to betaken over a wide front to exert tighter control. Adverse variances should be explained first in non-monetaryterms of the actions to be taken, and the financial effects of these actions can be calculated. Clear directionsfor implementation must be given and implementation must be monitored and reported back.5.10 AUDITINGAn audit is an independent examination of records, procedures and activities of an organization. An auditreport outlines the auditor's opinion on the state of affairs of the organization in question. There are two kindsof audits: internal and external. Audits are important for NGOs as they demonstrate a commitment totransparency and accountability. There is need for both internal and external auditsThe purpose of audits is to ensure compliance and conformance with Internationally Accepted AccountingStandards. Mechanisms must exist and be effective to allow for accountability. All transactions need to betransparent thus allowing even outsiders to make meaningful analysis of the organization's actions, itseconomic fundamentals and non financial aspects. Audits in Zimbabwe are governed by the PVO Act whichstates that financial statements should be audited by an auditor registered as a public auditor in terms of thePublic Accountants and Auditors Act (PAAA) [Chapter 27:12] within three months after the end of eachfinancial year.26ZIMBABWE NGO CORPORATE GOVERNANCE MANUALNANGO(PVO 221/68)

5.11 ASSET REGISTERA register for all fixed assets either purchased or received as donations should be kept. The following detailsare generally included in the register;• The name and description of the asset;• Name of supplier and details of maintenance contract;• Serial number and/or registration number;• Date of purchase or receipt;• Cost of the asset;• Rate of depreciation;• Annual depreciation charge;• Net book value; and• Disposal proceeds and date of disposal.The Finance Officer should reconcile the asset register to the general ledger, ideally at the end of everymonth.5.12 INTERNAL CONTROLSEffective mechanisms that allow for accountability must exist within an organization. There must also beresponsible behavior that allows for preventive and corrective action and for penalizing mismanagement.The systems set must enable compliance with the PVO Act (Section 20), as well as comply with provisions ofthe Constitution and Deed of Trust.The NGO is expected to review systems, processes and procedures to ensure the effectiveness of itsinternal system of control. This ensures that its decision-making capability and the accuracy of its reportingand financial results are maintained at the highest level at all times.Control procedures and policies within an organization are intended to safeguard the assets of the business,detect fraud and error and ensure the accuracy and completeness of accounting records and the timelypreparation of reliable financial information. Below are some of the necessary controls systems that may beused in an organization:a. Segregation of duties: Duties are divided between two or more people for transparency. Work done byone person is checked by the other;b. Physical controls: This includes receipting and banking cash on a regular basis, locking cash and othervaluable items in a safe and the use of passwords on computers;c. Authorization and Approval: All financial transactions require approval or authorization by anappropriate person; andd. Supervision: Day to day work should be supervised to reduce errors and fraud.5.13 RISK MANAGEMENTWhile the Board is responsible for the total risk management process, it delegates the design, implementingand monitoring of the same to management. The risk management systems should be able to identifypotential risk areas, measure risks when they occur, but more importantly, find ways of anticipating andpreventing them. The risks may be concerned with the operational environment, human resources,technology, compliance and disasters. Some organizations incorporate “whistle-blowing” clauses in theirpolicies to allow for protected reporting by employees and others. Risk management should be donecontinuously and the system itself should be reviewed regularly to take into account changes that may betaking place.NANGO(PVO 221/68)27ZIMBABWE NGO CORPORATE GOVERNANCE MANUAL

CHAPTER 6CONCLUSION6.0 INTRODUCTIONWe hope that the preceding chapters have helped you appreciate some of the issues, challenges andadvantages of good governance among NGOs, especially in Zimbabwe. This manual has tried to coverareas that have been identified as important to discuss and share within the NGO sector. However, weacknowledge that this is the first such initiative in this form and that there may be areas needing furtherimprovement or areas that may not have been covered. It is against this thinking that we invite all of you togive us feedback on this manual in terms of how adequately it addresses your governance needs.As NANGO, we believe that managing the effective and efficient implementation of the Zimbabwe NGOCorporate Governance manual involves adoption and adaptation, enforcement and compliance, monitoringand evaluation and feedback from the users as well as regular updating. NANGO appeals to its members tooperate and behave in a way that is consistent with the procedures, legislation, frameworks and processeslaid out in this Zimbabwe NGO Corporate Governance Manual. However, this manual can be adapted to suitthe specific organizational and institutional needs and requirements.6.1 ENFORCEMENT AND COMPLIANCEFor the Zimbabwe Corporate Governance manual to be effective, it needs commitment and cooperation ofall the relevant stakeholders. NANGO will oversee its implementation and will have the followingresponsibilities:• Create awareness of the Zimbabwe Corporate Governance manual among NGOs and other relevantstakeholders;• Facilitate the mainstreaming of the manual in all NGO functions and operations;• Monitor and evaluate the impact of the governance manual;• Create mechanisms that facilitate capturing the challenges and opportunities faced by NGOs inimplementing good governance practices;• Compile feedback and any amendments to the manual proposed by NGOs;• Recommend any changes to the manual;• Offer backstopping governance support and guidance to NGOs; and• Convene an annual review meeting for NGOs on good governance practices.6.2 MONITORING AND EVALUATIONNANGO will compile baseline data as part of the monitoring and review process. NGOs adopting the manualwill provide the information to NANGO. This will be useful when an impact assessment exercise is carriedout. Use of this manual could be monitored by:• Individual NGO Boards and management in their day to day operations; and• NANGO through an external evaluation carried out periodically.However, it is the responsibility of every individual and stakeholder to ensure good governance practices andfacilitate the creation of an environment that is enabling.6.3 ADOPTION AND ADAPTATION OF THE CORPORATE GOVERNANCE MANUALEvery member of NANGO is encouraged to utilise Zimbabwe NGO Corporate Governance Manual in a waymost suitable to their circumstances and within the laws of the land. Adoption of this manual is expected toinclude an element of adaptation by the intended users at various levels of corporate governance. In someinstances a partial transformation of the systems, processes and procedures may be necessary. However,the legal requirements that are mandatory and enforced by the Statutory Laws and Instruments in Zimbabwesuch as the PVO Act need to be observed and complied with.28ZIMBABWE NGO CORPORATE GOVERNANCE MANUALNANGO(PVO 221/68)

6.4 REVISION AND UPDATING OF THE MANUALThis manual is intended as a practical guide to good governance and could be deficient in some areas.Furthermore, the dynamic operating environment might also make some of the guidelines irrelevant withtime. NANGO aims to review the manual over the next 2 years and update it accordingly. Informationgenerated from the monitoring and evaluation, in the form of formal questionnaires, formal and informalmeetings among others, will feed into the revision and updating process.NANGO therefore invites all its members and other users to provide objective and constructive feedback,which could be considered for incorporation in subsequent editions. To kick-start this process it cordiallyinvites all recipients and users of this manual to complete the enclosed form and send it to the NANGOSecretariat. A meeting to review the manual will be held one year after its launch.NANGO would like to conclude by saying that NGO Boards and management are responsible for ensuringthat good governance principles are observed. These are sustainability, professionalism, fairness,accountability, participation, responsiveness, equitable power distribution, transparency, discipline;independence, social responsibility, efficiency and effectiveness. Good governance structures andprocesses are critical for self-regulation and lasting NGO impact.NANGO(PVO 221/68)29ZIMBABWE NGO CORPORATE GOVERNANCE MANUAL

APPENDICESAPPENDIX 1: SAMPLE TERMS OF REFERENCE FOR A BOARDa) The Board shall at all times be not less than five (5) or more than nine (9) members in office. The /Country Directorshall be the full-time Secretary to the Board.b) If as a result of the death, resignation and or other failure of or inability to act by any Board member the number ofmembers is reduced below (5), the Chairperson or in his or her absence, the remaining members then in office,shall thereupon, by communication in writing, appoint an additional member any person who is fit and willing toact.c) The Board will be appointed from amongst people sympathetic to the vision, strategic aims and activities of theNGO. For the purpose of giving direction for the management and running of the organization, and holding andadministering the funds and asserts of the organization.d) Appointed members of the Board shall hold office for a period of two years from the date of their appointment andshall be eligible for re- appointmente) A member shall be entitled at any time to resign as a member of the Board by notice in writing to that effect to hisco- members.f) The members shall have the power at any time and from time to time to co-opt any other person to act as jointmembers with them and in terms of this Constitution.g) The members may, by majority of two thirds of their number, dismiss any person from his/her position as memberof the Board for misconduct or inability to discharge his/her functions.h) Any retiring member of the Board shall be eligible for nomination and reappointment or cooption as the case maybe, for a further period of two years, but with no option for reappointment thereafter.i) The Board shall have the power to terminate the appointment of an appointed member provided at least two thirdsof the Board support a resolution to that effect.j) Apart from the International Representative (which shall be filled ex-officio), any vacancy to the Board shall befilled as follows: Any person may be nominated for appointment to the Board, with his or her consent, providedthat such nomination is supported in writing by at least two members of the Board, one of whom may anInternational Representative, acting on behalf of the International Board. The Board shall decide whom to appointto fill each vacancy from amongst those nominated.In the event of the Board being unable to decide which nominee should fill any vacancy within 6 months of thevacancy occurring, the appointment shall be made from amongst persons nominated as aforesaid by the Chairmanof the Board whose decision will be final.k) If the total membership of the Board falls below five as a result of the expiry of the said 2 year term of office of anyappointed member, the term or terms of office of any or all of such appointed members whose individual orcollective retirement would have that effect shall be extended until the appointment to fill any vacancy orvacancies, including those of their own prospective vacancies, have been made.l) The Board shall take no decision unless there is a quorum of at least two thirds of the members of the Boardpresent and voting including the or Director of Programmes or the Country Director. Decisions of the Board aremade by majority vote. In the event of a tie, the vote of the Chairman is decisive.m) The members of the Board shall select and appoint a Chairman and Vice Chairman from amongst their ownnumber to hold office for a period of one year. A new Chair and Vice Chair should be appointed by a vote eachyear. No individual should hold the position of Chair or vice chair for more than two years in a row and for morethan once (each) during his or her tenure on the Board.n) The Board shall meet as and when it is deemed appropriate and at least three times a year so that no period of fourmonths shall elapse without the Board having met. Furthermore, if two or more of the members of the Board callfor an additional meeting by written request to the Secretary of the Association, the Secretary shall convene ameeting of the Board within twenty-one days of such a request.o) Any member of the Board who fails to attend three successive meetings of the Board shall cease to be a memberof the Board unless the Board decides otherwise after due consideration of the circumstances.p) All meetings of the Board should be minuted by the Secretary and signed by the Chairman and Vice Chairman.The Secretary shall keep full and proper minutes of the proceedings of each meeting of the members and copiesshall be circulated as soon as reasonably convenient after each meeting of the members and shall be confirmedand/or amended at the next meeting of the members.q) The Board shall be required to hold an Annual General Meeting and so many ordinary meetings during the courseof the year as may be considered necessary to transact the business of the organization. The chairperson or anyother two members shall call meetings of the Board on 14 days written notice to all members.r) Not less than half of the total number of members shall form a quorum at a meeting properly called. If half an hourafter the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned until such atime as a quorum can be formed.s) The Annual General meeting of the Board shall be held during the month of September each year to consider thebalance sheet and financial statement on the affairs of the organization and to elect auditors.t) All matters shall be decided by way of a resolution passed by a simple majority and, in the event of equality ofvotes, the Chairperson shall have the casting vote.30ZIMBABWE NGO CORPORATE GOVERNANCE MANUALNANGO(PVO 221/68)

APPENDIX 2: SAMPLE STAFF CODE OF CONDUCT2.0 N.G.O.X CODE OF CONDUCTThis Code Of Ethics governs all employees. An employee under this code is any person employed by orworking for N.G.O.X and is receiving or entitled to receive any remuneration in respect of such employmentor work.2.1 PREAMBLE/GENERALRules, regulations, procedures and discipline are necessary in every Organization to ensure stability. TheEmployment Code of Conduct and Grievance Procedure are administered under the provisions of theLabour Relations Act No. 16 of 1985 and as amended from time to time.2.2 THE DISCIPLINARY PROCEDUREOn all disciplinary cases, the immediate boss should provide the employee with a written statement of thecharges against her/him. The employee must be given the opportunity to defend himself/herself.2.2.1 The Role of the Supervisor/Immediate SuperiorWhen an offence is committed or alleged to have been committed:a) The Supervisor/Immediate Superior should advise the employee accordingly and if the offence isof a minor nature, give an oral warning; orb) Investigation by the Coordinator/Administering OfficialUpon receipt of a complaint/the commission of an offence, the Coordinator/Administering Officialshall investigate and obtain written statements from the accused and witnesses to the incident.2.2.2 The HearingDisciplinary hearings should be conducted soon after the alleged offence if possible without exceedingtwo working days.2.2.3 The procedure at the hearing will be as follows: -a) The Coordinator/Administering Official will inform the accused of the charges against her/him andensure that the charges are understood.b) The accused will be asked to answer the charges and make any further comments she/he maywish. Witnesses should also give their accounts of the incident.2.2.4 When the offender is found guilty, the Coordinator/Administering Official will take intoaccount: -a) The offender's record of service in the past.b) Disciplinary record.2.2.5 Appealsa) The employee must note his/her appeal in writing with the Coordinator/Administering Officialwithin the stated period.b) Upon receipt of an appeal, the Coordinator/Administering Official shall attach all documents onthe case and forward them to the Chairperson immediately.c) The disciplinary process should be completed within 14 days and any unresolved case will bereferred to the Labor Relations Tribunal.2.2.6 SuspensionsAny employee who is suspended from duty and is eventually found not guilty shall be re-instatedwithout loss of pay or benefits.2.2.7 Termination of Employmenta) Where a decision to dismiss is made, the date of the decision shall be the date of termination ifthere was no suspension, but where the employee was suspended, the date of suspension shallapply.b) All terminal benefits payable by the organization shall be paid within three (3) working days.2.2.8 Recordsa) The Administrative Officer shall keep a record of all disciplinary cases of individual employees intheir files.b) The Coordinator shall keep a summary of all cases.NANGO(PVO 221/68)31ZIMBABWE NGO CORPORATE GOVERNANCE MANUAL

2.3 THE GRIEVANCE PROCEDUREWhere an employee feels or believes that she/he has been unfairly treated or her/his conditions ofemployment have been violated, re-dress should be sought through the grievance procedure.2.3.1 The Role of the Employees: -a) The employee raises the grievance with the Supervisor/Immediate Superior and makes it clearthat it is the first step.b) The Supervisor/Immediate Superior must resolve the case within two (2) working days.2.3.2 The Role of The Coordinator/ChairpersonThe Coordinator/Chairperson shall convene a meeting to resolve the grievance within three (3)working days.2.4 WARNINGSThere are four levels of warnings: -a) Verbal an oral warning confine to the incident given by the Superior/Immediate Superior.b) Written issue in the prescribed form for first level offences and lasts for three months.c) Severe written issued for second and third level offences and lasts for six months.d) Final warning issued for third and final level offence with mitigatory features and lasts for twelvemonths.2.5 DEFINITION OF OFFENCESa) Timekeeping and Related Offences: Reporting for work late.b) Unsatisfactory Work: Carelessness: performance of task or duty without exercise of due care.c) Minor Loss or Damage or Misuse of The Centre Property through Negligence: Negligentloss of property: any act whereby an employee through carelessness or negligence lossesorganizational property or is unable to account for it satisfactorily e.g. Loss of policy documentand checks.d) Verbal Abuse and Related Offences: Abusive language: the uttering of any words or publicationof any writing expressing or showing hatred, ridicule or contempt for any person or group ofpersons. The offence is more serious when it is mainly because of their race, sex, sexualorientation, tribe, and religion, place of origin, or colour, and political belief.e) Offences relating to Disobedience/Disorderly Behavior: Refusing to obey an instruction:deliberate refusal to carry out a lawful instruction given by a person in authority without goodcause.f) Alcohol or Drug Offences: Incapable of working properly whilst under the influence of alcohol ornon-medicinal drugs e.g. hemp, mandrax and cocaine. NB: qualified medical practitioners mustprescribe all medicinal drugs.g) Desertion: Where an offender absents herself/himself from work without official leave orexplanation for a period of less that five (5) working days, she/he is recorded simply as absentwithout leave.h) Offences Relating to Theft or Fraud or Dishonestyi) Bribery or corruption: Giving or receiving or attempting to give or receive any bribe orattempting to induce any person to perform any corrupt act.j) Unlawful job action: Means an unlawful industrial action calculated to persuade or cause theorganization to accede to a demand related to employment and includes a strike, boycott, lockout, sit in or other concerted action that infringe on the provisions of the Labor Relations Act or anyother enactment or labor legislation.2.6 CONDUCT TOWARDS CLIENTS AND OTHER STAKEHOLDERSAll members of staff have the duty to treat all clients i.e. program beneficiaries and other stakeholderswith respect. In the event that any member of staff engages in inappropriate behavior with or toward aclient or other stakeholders the following measures shall apply:Dismissal based on inappropriate behavior and taking advantage of a person confiding in you.32ZIMBABWE NGO CORPORATE GOVERNANCE MANUALNANGO(PVO 221/68)

APPENDIX 3: SAMPLE NGO ORGANOGRAMNational Executive BoardChief Executive OfficerPersonalAssistantProgrammesDirectorMembership DevelopmentManagerPolicy ResearchManagerAdvocacy & Com.ManagerFinance & AdminManagerTraining Officer Policy Analyst (2) CommunicationOfficerMembership OfficerLegal OfficerSnr Accounts ClerkDriverOffice AssistantReceptionistNANGO(PVO 221/68)33ZIMBABWE NGO CORPORATE GOVERNANCE MANUAL

APPENDIX 4: SAMPLE BOARD CHARTER FRAMEWORK4.0 Board Charter Outline Sets Outa. Board Responsibilitiesb. Board Compositionc. Board Member Selectiond. Board Leadershipe. Board Member Compensationf. Board Meeting Proceduresg. Board Performanceh. Committeesi. Board Relationships4.1 Board Responsibilities• Full Board• Board Committees• Management /Secretariat4.2 Board Composition• Size of Board• Proportion of independent Board Member to other Board Members• Definition of independence applied• Term limits• Retirement age• Limits on number of Board Memberships4.3 Board Member Selection• Selection criteria• Skill sets, qualities• Diversity & experience• Recruitment process• Orientation (induction)4.4 Board Leadership• Selection of Board Chair• Separation of Chair from Executive Director• Roles & appointment of “lead” independent (outside) Board Member• Selection of committee chairpersons• Emergency operation mode4.5 Board Member's Compensation (if any)• Composition of compensation (e.g. cash)• Basis for determining compensation• Expense reimbursement4.6 Board Meeting Procedures• Frequency and length of meetings• Board Member attendance expectations• Setting agenda• Advanced distribution of board materials• Executive sessions of independent Board Members• Attendance by non- Board Members4.7 Board Performance• Assessment of Board's & committees' performance• Assessment of individual Board Member performance• Limitations on continuing board memberships (retirement etc)• Conflicts of interest4.8 Committees• Specific committees formed• Committee membership requirements• Terms of reference• Selection and rotation of members and chairs• Meetings• Agenda4.9 Board Relationships• Identification of key stakeholders• Relationships and contact with stakeholders• Interaction with Executive Director• Contact with media• Access to management and employees34ZIMBABWE NGO CORPORATE GOVERNANCE MANUALNANGO(PVO 221/68)

APPENDIX 5: SAMPLE GUIDELINES FOR BOARD SELECTIONBoard membership changes regularly, as some individuals resign or retire and new appointments have to bemade. There are however no regulations on what the size of the Board should be, such provisions mayhowever be made in the constitution of the organization. The size of the Board is largely dependent on thesize of the organization and the functions expected of the Board members. The appointment of Boardmembers should take into cognizance the following:• The power over Board appointments should rest with the whole board;• There are no restrictions on making new appointments;• With the exceptions of the positions of Chairperson and , there is no requirement to replace individualsstepping down from the Board;• When the Board is sufficiently large, a nomination committee should be created to consider Boardappointments;• The existence of a majority of Board directors on the nomination committee should ensure that theChairman and Executive Director of the organization do not dominate the appointments process;• The nomination committee of the organization may decide to carry out its responsibilities by engagingheadhunters, vetting candidates recommended by the headhunters, and making a selection andrecommendations to the full Board;• Decisions about new appointments to the Board should take into consideration:(i) the desirable personal qualities of a Board member, including his or her experience;(ii) the need to maintain sufficient representation on the Board;(iii) compliance with any applicable codes of best practice in corporate governance;(iv) the independence of the individual appointed; and• A small number of people can wield a large number of influence from the various positions they hold elsewhere:(i) Individuals holding so many positions cannot possibly perform all their duties properly;(ii) Remuneration should never be the reason why individuals accept to be on the board, intrinsicmotivation and commitment to the cause have to come first.NANGO(PVO 221/68)35ZIMBABWE NGO CORPORATE GOVERNANCE MANUAL

APPENDIX 6: SAMPLE JOB DESCRIPTION OF CHAIRPERSONJob Description of Chairperson:The Chairperson is pivotal in creating the conditions of the overall Board and individual directoreffectiveness. The specific responsibility of the chairperson is to:• Providing leadership for the Board of trustees in their role of setting the strategy and policy of theorganization• Planning the annual cycle of the Board meetings;• Run the Board and set its agenda;• Ensure that members of the Board receive accurate, timely information, in particular about theorganizations performance, to enable the Board to take sound decisions, monitor effectively and provideadvice to promote the success of the organization;• Ensure effective communication with stakeholders and ensure that members of the Board develop anunderstanding of the views of the major investors;• Manage the Board to ensure that sufficient time is allowed for discussion of complex or contentiousissues, where appropriate arranging for informal meetings beforehand to enable thorough preparation ofthe Board discussion. It is particularly important that Trustees have sufficient time to consider criticalissues and are not faced with unrealistic deadlines for decision making;• Take the leading role in providing a properly structured induction program for new Trustees that iscomprehensive, formal and tailored, facilitated by the secretariat;• Take a leading role in identifying and meeting the development needs of individual directors, with thesecretariat playing a key role in facilitating the process. It is the responsibility of the Chairperson toaddress the developmental needs of the board as a whole with a view to enhancing its overalleffectiveness as a team.• Ensure the performance of individuals and of the Board as a whole and its committees is evaluated atleast once a month;• Encourage active participation and engagement by all members of the Board monitoring decisions takenat meetings are implemented;• Liaising with the CEO to keep an overview of the organization's affairs and providing support asappropriate; and• Leading the process of appraising the performance of the CEO.Person Specification of Chairperson• Excellent leadership;• Experience of committee work;• Ability to forge a consensus among the Board;• Tact and diplomacy;• Good “people” skills;• Impartiality, fairness and the ability to respect confidentality, and• Have knowledge of the work undertaken by the organization and have a wide involvement with the sectorand other networks.36ZIMBABWE NGO CORPORATE GOVERNANCE MANUALNANGO(PVO 221/68)

APPENDIX 7: SAMPLE TERMS OF REFERENCE FOR A BOARD COMMITTEETerms of Reference for a Finance and Audit Committee1. Be appointed by the Board.2. Meet at least four times a year.3. Shall evaluate the financial reports, risk management and other issues related to the business ethics andbusiness environment of the company.4. Review the scope and approach of annual audit prior to annual audit being conducted.5. Review performance and fees of external auditors.6. Review the annual financial statements and the audit management letter and make recommendations tothe Board.7. Review and follow up internal audit reports to ensure that management takes corrective action.8. Evaluate the adequacy of internal controls of the company.9. Review quarterly management accounts.10. Appraise the performance of the company based on variance analysis, cash flow statements and thenarrative on the operating environment of the company.11. Review annual operating budgets and make recommendations to the Board.12. Review capital expenditure budgets.13. Advise the Board on all finance and accounting matters.NANGO(PVO 221/68)37ZIMBABWE NGO CORPORATE GOVERNANCE MANUAL

APPENDIX 8: ZIMBABWE NGO CODE OF ETHICSPREAMBLEWe, the NGOs operating in Zimbabwe recognise and reaffirm our commitment to be transparent in ouractions and to be accountable to the public we serve, the government and our donors. We reaffirm ourcommitment to attaining the highest possible standards and our recognition of the need for selfregulation.The code of ethics will enable NGOs to respond to challenges that are constantly changing andarising. In this regard, we reaffirm our commitment to the values and principles set out in this document1. Definition of termsAct means the PVO Act.“NGO” means an organisation as defined in the PVO Act.2. ValuesAlthough we engage in diverse activities, we have one constituency and that is the public. Our aim is toimprove the welfare of the people we serve. We therefore commit ourselves to the following:• To carry out our work for the public interest and remain responsive to the needs and aspirations ofthe people we serve and ensure that our projects are not donor driven;• To adhere to the principles of good governance;• To maintain confidentiality in all our work;• To promote organisational integrity;• To be accountable to the public we serve, the government and donors in the use of resources; and• To be non-partisan and non-discriminatory.3. GovernanceTo be able to function effectively, we need to put in place sound governance structures run byexperienced, committed and responsible individuals. To this end we will:• Ensure that organisations have a clear vision, mission, objectives and policies and that these areadhered to;• Democratically elect people who will serve as office bearers;• Ensure that those elected to power are persons with integrity and high moral values and that theyrelinquish their positions after a given period;• Ensure gender equality in the appointment of office bearers;• Specify the governance structures, frequency of meetings, quorums, remuneration and the officebearers' role in the organisation;• Avoid conflict of interest between NGO leadership and staff;• Ensure that the governance structures guide the organisation policies and that the leadershipunderstands these structures and assumes overall responsibility for ensuring adherence to theorganisational policies;• The Board must guide the organisation in its activities, financial management and the appointmentof auditors to audit the accounts; and• Give adequate space to NGOs, staff and project beneficiaries to determine their roles andresponsibilities in society and development in general.4. AccountabilityAccountability involves a culture of promoting democracy and transparency in our work. To this end wewill:• Be accountable to the government, donors and the public in our actions and decisions.• Account fully for the financial resources received from donors, government, members, and partnerorganisations and fund from self-generated activities.• Ensure stakeholder participation in the planning and implementation and evolution ofprogrammes.• Undergo regular evaluations of the programmes.• Hold strategic planning meetings annually which will act as a tool for self-evaluation.38ZIMBABWE NGO CORPORATE GOVERNANCE MANUALNANGO(PVO 221/68)

5. Organisational integrityAs organisations, we value the principles of integrity and to this end we affirm our commitment to:• Comply fully with laws and regulations that govern NGO work.• Comply fully with all the provisions of anti-discrimination laws.• Clearly define management and staff roles and responsibilities to avoid conflicts within organizations.Such roles must be properly documented and communicated to all.• Evolve and implement participatory democracy in management to ensure ownership of the programsand activities and quality of decision making.6. Management of human resourcesAs human beings working in the NGO sector, we are individuals coming from different and diversebackgrounds. It is this diversity that binds us together. To this end we will:• Adhere to the Labour Relations legislation.• Develop clear and defined guidelines and written policies and procedures which must be followed by allemployees.• Develop and implement a clear grievance handling procedure with clear lines of authority andaccountability.• Employ, promote, train or send for training staff members under clear and transparent procedures.• Have clear staff development policies.• Recognise and appreciate different skills and expertise that staff have and tap into these.• Respect and protect staff's constitutional rights of freedom of expression, movement, conscience andassociation.• If possible, put in place incentives to motivate and retain professionally qualified staff.• Have a clear and transparent salary, benefits and allowances policy.7. Capacity buildingAs NGOs, we operate in a constantly changing environment. We realise that we need to equip and re-equipourselves in order to meet the new challenges, responsibilities as well as an increased demand for ourservices. To this end, we re-affirm our commitment to:• Empower staff members in decision making by decentralising the decision making process;• Keep staff abreast of technological changes and advances;• Train project beneficiaries in project management and implementation so that even if the NGOdiscontinues its work with those beneficiaries, the project will be managed and sustained by thebeneficiaries; and• Establish a network of similar or likeminded organisations so that they can tap into each other's skills andexpertise.8. NetworkingAs NGOs, we have a shared vision and values. No NGO can operate in a vacuum without the support ofothers. We therefore commit ourselves to:• Create networks so as to share ideas and objectives. This will avoid duplicating activities and reducecompetition for scarce resources.• Through networks, we disseminate information, share experiences and best practices withoutcompromising institutional confidentiality.• Referring members of the public to appropriate NGOs because we will have the right information onprojects and activities.• Better co-ordination when dealing with issues of mutual concern. This will ensure that our efforts are notfragmented. That way, we will have greater impact.9. Financial managementOur finances must be managed to ensure appropriate use of funds and accountability to the donors,government and the public. To this end we will:• Comply with accepted business accounting and auditing practices, including voucher and authorisationprocesses.• Ensure that audits are carried out by independent auditors who are registered with the Institute OfChartered Accountants Zimbabwe.• Put in place a transparent tender system and encourage participation by women and indigenous ownedbusinesses in the tender process.• Set up appropriate in house financial systems and employ qualified personnel to administer and managethe system.NANGO(PVO 221/68)39ZIMBABWE NGO CORPORATE GOVERNANCE MANUAL

• Have clear policies on staff salaries, consultancies, honoraria and per diems to avoid doublepayments.• Ensure that staff or the leadership of NGOs have no vested interest in companies, firms andindividuals where goods are purchased from.• Have a clear policy on staff loans and use of vehicles belonging to the NGO.• Ensure that we adhere to the project budget and that, before making changes to the budget, we willconsult with relevant interested parties.• Ensure that funds are only used for their intended purpose.• Publicly announce any charges against a member for fraud, theft, misappropriation of funds or anyattempt to commit these crimes.10. Fundraising and Financial SustainabilityResource mobilization and financial sustainability pose great challenges to NGOs especially in theenvironment of a shrinking donor base. To this end we commit ourselves to:• Engage in transparent fundraising practices.• Disclose to all donors actual or potential, the sources and use of funds in the event that we intend toraise funds from more than one donor.• If raising funds on behalf of communities, to inform the communities of the fundraising efforts andinvolve the communities in the process.• Avoid diverting funds for purposes other than those for which they were intended and obtain donorauthority to alter the purpose for which donated funds can be used.• Ensure that financial support does not compromise our independence and autonomy.• Move away from the culture of being donor dependent.• Be innovative in raising funds within the confines of the laws of Zimbabwe.11. ResourcesOrganisational assets need to be used in a transparent and cost effective manner. To this end we will:• Develop in-house mechanisms to control and monitor the use of assets.• Ensure that staff members are accountable for the time spent at work.• Develop and implement policies on private and organisational use of assets.12. Management of the CodeFor the Code to be effective, it needs to be managed by a body, which is made up of people of highmoral values. NANGO will oversee the implementation of the Code.NANGO will have the followingresponsibilities:• Creating awareness of the Code among NGOs and stakeholders.• Ensuring the mainstreaming of the Code in all NGO functions and operations.• Monitoring and evaluating the implementation of the Code.• Recording all views on amendments to the Code proposed by NGOs• Recommending any changes to the Code and such amendments will only be effected after theapproval of the majority of NGOs at a meeting specifically constituted to review the Code.• In terms of section 37(2) of the Act, to take the necessary steps to rehabilitate, re-align, correct orotherwise assist an organisation to rectify or stop the alleged violation.• Convene a meeting once a year of NGOs to review their performance with regards toimplementation of the Code.13. Monitoring and evaluationAdherence to the code will be monitored as follows:• By individual NGOs in their day to day operations.• By NANGO through an external evaluation carried out once every year.• Guidelines shall be developed to give effect to the code from time to time.14. Adoption of the Code of ConductEvery member of NANGO Shall be bound by the code of conduct and a rating system shall be used tomeasure compliance to the code of conduct.Non members may also choose to comply with the code of conduct if they sign a declaration to thateffect.40ZIMBABWE NGO CORPORATE GOVERNANCE MANUALNANGO(PVO 221/68)

APPENDIX 9: BOARD EVALUATION FORMPlease rate the whole Board as a collective entity.Issues Ratings Explanations: illustrationor example for each rating;Suggestions to improveare welcome.1. Are the Board policies being followed? 0 1 2 3 4 52. Does the induction procedure adequately explain 0 1 2 3 4 5everything new board member's needed to know?3. Can all Board members input to the agenda? 0 1 2 3 4 54. Are Board papers received in time to thoroughly 0 1 2 3 4 5prepare prior to meetings?5. Are Board papers adequate and appropriate? 0 1 2 3 4 56. Does the Board follow good decision-making 0 1 2 3 4 5processes?7. Is sufficient time scheduled for Board meetings? 0 1 2 3 4 58. Do Board meetings focus on strategic issues? 0 1 2 3 4 59. Has the Board explicitly agreed annual goals and 0 1 2 3 4 5developed a work plan?10. Did the Board achieve its last annual work plan? 0 1 2 3 4 511. Has the Board invested time in its development? 0 1 2 3 4 5If yes, how many hours?12. Are Board members whose performance is 0 1 2 3 4 5inadequate being addressed?13. Have there been any breeches of the Code of Conduct 0 1 2 3 4 5by board members ? How have they been dealt with?14. Are all Board members encouraged to participate 0 1 2 3 4 5in meetings?15. Do Board members support Board decisions 0 1 2 3 4 5outside the Board meeting?16. Are Board members aware of each other's 0 1 2 3 4 5knowledge and expertise relevant to the NGO?17. Do board members challenge each other's 0 1 2 3 4 5assumptions during Board discussions?18. Does the Board create a 'safe environment' for 0 1 2 3 4 5Board members to challenge, be challenged?19. Do Board members comment candidly on 0 1 2 3 4 5contentious and sensitive issues?20. What are the 'undiscussables' for the board? 0 1 2 3 4 521. What does the Board do especially well? 0 1 2 3 4 522. What does the Board need to improve on? 0 1 2 3 4 523. What are the qualities and competencies needed 0 1 2 3 4 5in the future on the Board? What are we doing toensure they happen?24. Is there sufficient Board input into monitoring 0 1 2 3 4 5and evaluation of CEO?25. Does the Board effectively inquire into major 0 1 2 3 4 5performance deficiencies?26. Does the Board get sufficient information prior to 0 1 2 3 4 5doing the CEO evaluation?27. Does the Board make changes in organisational 0 1 2 3 4 5direction when appropriate?Overall effectiveness of the board? 0 1 2 3 4 5Ratings0= do not know1=no2=little/small extent3=somewhat/some-times/needs improvement4=large extent5=yes, excellentNANGO(PVO 221/68)41ZIMBABWE NGO CORPORATE GOVERNANCE MANUAL

APPENDIX 10: BOARD MEMBER EVALUATION QUESTIONNAIREName of Board member being evaluated:......................................................................................................Question Rating or comments Explanation/example Givea specific example thatillustrates why you havegiven the board memberTo what extent does this board member…this rating1. …understand and support the goals of the NGO? 0 1 2 3 4 52. …prepare for Board and committee meetings? 0 1 2 3 4 53. …participate and contribute to Board discussions? 0 1 2 3 4 54. …encourage diverse views and debates on issues? 0 1 2 3 4 55. …add constructively to the discussions? 0 1 2 3 4 56. …demonstrate commitment by attendance from 0 1 2 3 4 5beginning to end of meetings and full attention?7. …give constructive feedback to others? 0 1 2 3 4 58. …present an articulate and persuasive argument? 0 1 2 3 4 59. …give effective leadership when needed? 0 1 2 3 4 510. …understand and remind others of the NGO's 0 1 2 3 4 5strategy and policies during discussions11. …actively encourage obtaining external expertise 0 1 2 3 4 5or additional information when appropriate?12. Describe your working relationships with this 0 1 2 3 4 5board member, both in board\committee meetingsand outside the organization.13. How well does this Board member evaluate 0 1 2 3 4 5information and identify key issues?14. How well does this Board member understand the 0 1 2 3 4 5industry the NGO operates within?15. Does this Board member respect the ideas, views 0 1 2 3 4 5and contributions of others even when they are inconflict with his/her own?16. Does this Board member use his/her own networks 0 1 2 3 4 5to the NGO's advantage?17. Does this Board member insist on objective, 0 1 2 3 4 5measurable standards for monitoring theorganisation, CEO and board?18. Other questions unique to your board… 0 1 2 3 4 5Ratings:0= do not know1=no2=little/small extent3=somewhat/some-times/needs improvement4=large extent5=yes, excellent42ZIMBABWE NGO CORPORATE GOVERNANCE MANUALNANGO(PVO 221/68)

APPENDIX 11: SAMPLE CHAIRPERSON EVALUATION QUESTIONNAIREChair's influence on the board's process: A=Acceptable Comments and/orN=Needs Improvement examples:Sufficient time for discussion of issues/items?Agenda focuses on strategically important issues?Sufficient material sent in advance?Encourages all Board members to participatein meetings?Induction of new board members?Sufficiently challenging of CEO?Sufficiently supportive of CEO?Gain agreement and check on commitment to plans?Keep discussions to the point, lead discussionsthrough good decisions making steps within timeframework?Paraphrase and clarify interests and positionsduring discussionsSpecify resource implications and assistance requiredSummarise actions to be taken and deadlines at end Circle one: Vague / Incompleteof each discussion? summary / Clear, complete summaryReference: CACG GuidelinesNANGO(PVO 221/68)43ZIMBABWE NGO CORPORATE GOVERNANCE MANUAL

APPENDIX 12: SAMPLE PERFORMANCE MANAGEMENT MANUALPerformance Management for the organization shall be conducted quarterly and the method shall be as follows:Coding the Plan to a Balanced Score cardKey issues in the strategy document are identified and transferred to each functional area's balanced scorecard.The scorecard has the following perspectives:Clienta) Client satisfactionFinanciala) Revenue growth and mixb) Cost reductionc) Asset utilization, invest strategyInternal Business Processa) Operationsb) Process quality measurementc) Process Cost measurementLearning & Growtha) Employee Capabilitiesb) Information systems capabilitiesc) Motivation, empowerment and alignmentManagement job descriptions to reflect strategy implementablesManager's job descriptions are written in a manner that ensures that they are designed to address issues highlighted inthe strategy, for each of the four perspectives of the balanced scorecard. Key Result Areas for each managementposition are identified and KRA performance targets are set. The job descriptions are then agreed and signed by theincumbent and immediate supervisor. One copy is kept on the incumbent's personal file and the other given toincumbent. The immediate supervisor also retains a copy.Drawing the Performance Management contractsPerformance contracts are drawn for each position. The contracts are aligned to the deliverables as spelt out in thestrategic objectives part of the plan. These constitute a binding performance contract between the manager and theorganisation. The performance contracts also identify the following: Key competencies and Technical Knowledge.All aspects of the performance contract are agreed between the jobholder and the immediate supervisor. Theimplications of performance or non performance (rewards, punishment and corrective measures) must be clearlyagreed to before the beginning of the performance period.One copy is given to the jobholder, one to the immediate supervisor (optional) and the third kept on the incumbent'spersonal file.At the end of the assessment period, the following are assessed and agreed between the job holder and the immediatesupervisor:• Assessment Of Technical Knowledge• Factors Outside The Appraisee's Control• Needs/Aspirations• Developmental Action Plans• Overall Performance SummaryAssessments are on a scale of A-E, as detailed in the following Performance Appraisal Summary:RatingABCDEDetailsSuperior achieves 100% of the targets and more a star performer.Good Achieves 75% -99% of the targets consistentlySatisfactory achieves an average of +61% to 74% of targets, steady and consistent workerAverage 50 60% of targets met, may still be learning or new in the jobBelow average less than 50% of targets were met unacceptableBoth jobholder and supervisor then sign the performance contract to indicate agreement on assessment. Thedocument is signed and recorded by the Human Resources (Director's) office.44ZIMBABWE NGO CORPORATE GOVERNANCE MANUALNANGO(PVO 221/68)

APPENDIX 13: SAMPLE JOB DESCRIPTION OF THE BOARD SECRETARY13. JOB DESCRIPTION FOR A SECRETARYThe role of the secretary is to support the Chairperson by ensuring the smooth functioning of the board. Thecore responsibilities of the secretary will include the following areas of concern, either doing the following tasksor delegating them to a member of staff and ensuring that they have been carried out:13.1 General Duties13.1.1 He/she is the secretary of the Board, particularly with regard to the holding of general, board and committeemeetings, and keeping the minutes of such meetings.13.1.2 He/she is the right hand of the Board members, acting as the adviser of the board and the chief source ofinternal information.13.2 The Board13.2.1 The secretary must guide the board, collectively and each board member, individually, as to their duties andresponsibilities and make them aware of all compliance and conformance issues relevant to the organizationon which the board members serve.13.2.2 The secretary must ensure that the procedure for the appointment of board members is properly carried outand he/she should assist in the proper induction and orientation of board members, including assessing thespecific training needs of board members and executive management in regard to their fiduciary and otherresponsibilities.13.2.3 The secretary needs also to be available to provide comprehensive practical support and guidance to boardmembers, with particular emphasis on supporting the non-executive board members and chairperson.13.2.4 The secretary should also ensure unhindered access to information by all board and committee members sothat they can contribute to board meetings and other discussions.13.2.5 The secretary is responsible for the compilation of board papers and for filtering them to ensure compliancewith the required standards of good governance.13.2.6 The secretary's role should also be to raise matters that may warrant the attention of the board.13.3 The Organization13.3.1 The secretary should ensure compliance with all relevant statutory and regulatory requirements, andconformance with codes of best practice, having due regard for the specific interests of the organization.13.3.2 The secretary should also help to carry out organizational strategies by ensuring that the board's decisionsand instructions ate clearly communicated to the relevant persons.13.3.3 The secretary should be available to provide a central source of guidance and advise within the organizationon matters of ethics and good governance.13.4 The Members13.4.1 The secretary needs to communicate with members as appropriate and to ensure that due regard is paid totheir interests. It is of particular importance to ensure that all members are treated in a fair and equal manner.13.5 Specific Duties with regard to Meetings13.5.1 Making all arrangements for meetings (booking the room, arranging the equipment, and refreshments,organizing facilities for those with special needs.13.5.2 Preparing agendas in consultation with the Chairperson and the chief Executive officer and circulation themand any support documents in good time.13.5.3 Receiving agenda items from other trustees/staff.13.5.4 Checking that a quorum is present.NANGO(PVO 221/68)45ZIMBABWE NGO CORPORATE GOVERNANCE MANUAL

13.5.5 Taking minutes of the meetings and circulating the draft minutes to all trustees/ board members.13.5.6 Ensuring that the minutes are signed by the chair once they have been approved.13.5.7 Checking that trustees and staff have carried out action agreed at a previous meeting.13.5.8 Circulating the agendas and minutes of the annual general meeting and any special or extraordinary generalmeetings.13.5.9 Sitting on appraisal, recruitment and disciplinary panels as required.Person Specification of a Secretary• Organizational development and management ability• High appreciation of good corporate governance• Knowledge or experience of business and committee procedures• Knowledge of meeting dynamics and procedure of meetings• Minute taking experience46ZIMBABWE NGO CORPORATE GOVERNANCE MANUALNANGO(PVO 221/68)

APPENDIX 14: SAMPLE AGENDA FOR ANNUAL GENERAL MEETINGConfidentialNGOXNGOX/AGM/02/06AGENDANOTICE IS HEREBY GIVEN THAT the Second Annual General Meeting of NGOX will be heldat…............................., on…........................... Friday, 3 March 2006, at 0900 hours, for the following purpose:i) To receive the Report of the Board for 2005ii) To receive the Audited Accounts and the Auditor's Report for the Year ended 31 December 2005iii) To appoint the auditors and confirm their remuneration for 2005iv) To elect Board Members. In terms of section.. of the Constitution of NGOX the following Board Members will retireby rotation: ABC, DEF, GHI. All of them, being eligible, offer themselves for re-election. Nominations of othercandidates for the Board positions are hereby invited, and must be lodged with the Board Secretary by 1630 hourson Friday 24 March 2006. Any person who is a candidate for election to the Board shall meet the qualifications andqualities stated in the Board Charter and shall be nominated by two members of NGOX who are of good standing,and such nominations shall be:a. In writing and signed by two members of NGOX and,b. Accompanied by a notice, in writing, signed by the candidate, stating that he or she accepts nomination for electionto the Board.A Copy of the nomination form is enclosed.v) In terms of Section.. of the Constitution of NGOX, any member wishing to bring before the Annual General Meetingof NGOX any business relating to the ordinary General Meeting business must give notice in writing to the Board atleast 21 days before the meetingvi) In terms of Section…. of the Constitution of NGOX, any member entitled to attend and vote at the meeting is entitledto appoint a proxy to attend and vote on a poll. No person shall be appointed as a proxy unless he/she is a memberof NGOX and qualifies to vote. All proxy forms must be received by the Secretary to the Board not less than 48 hoursbefore the meeting.By Order of the BoardMNXSecretary to the Board 3 February 2006NANGO(PVO 221/68)47ZIMBABWE NGO CORPORATE GOVERNANCE MANUAL

APPENDIX 15: SAMPLE BOARD MINUTESConfidentialNGOX/BM/05/06NGOXMinutesOf the Fifth Board Members' meeting held in the Boardroom, .......Harare, on Friday, 3 February 2006, at 0900hrsPresentBoard Members (names of each)In Attendance ED - Executive DirectorCS - SecretaryABC - AuditorsXYZ - Legal AdviserMNO - Official1. Welcome The Chairperson welcomed all present at the meeting.2. Convening and Proper notice having been sent, the Chairperson declared the meeting properlyConstitution of convened. There being at least three Board Members present, the Chairpersonmeetingdeclared the meeting duly constituted.3. Apologies. No apologies were recorded.4. Adoption of Minutes of the meeting of Friday, 4 November 2005, having been circulated, wereMinutestaken as read, and adopted (proposed by Mr. EFG and seconded by Ms. HIJ) as atrue and correct record of the proceedings thereat. The minutes were orderedsigned by the Chairperson.5. Matters arising There were no matters arising from the minutes.6. Financial Report After noting that the financial report for the period showed a deficit of 5% againstbudget, due to currency fluctuations, the Financial Report for the Year ending 31December 2005 was adopted.7. Performance The meeting noted that the programmes performance of the NGOto datefor first month of 2006 was as planned.8. Change of Logo After enlarging on the issue, the meeting RESOLVED:That the proposal by the Executive Director to change the logo of the NGO, be andis hereby approved, and That all stakeholders be advised of the change.9. Correspondence Correspondence from ABC Consulting was noted. The meeting AGREED:That the Executive Director considers the proposal by ServQual Solutions toformulate a Board Charter for NGOX and advise the Board at the next meeting.10. Any Other None.Business11. Date of next The meeting agreed that the sixth Board Members' meeting would bemeetingheld on Friday, 5 May 2006, at 0900hrs.12. Termination of The Chairperson terminated the meeting at 1005 hours.meetingSigned as a correct record, this.............. day of .........2006...........................................................................................Chairperson48ZIMBABWE NGO CORPORATE GOVERNANCE MANUALNANGO(PVO 221/68)

APPENDIX 16 : SAMPLE ACCOUNTING MANUAL FOR NGO XSECTION IAssets and Authorization of Capital ExpenditureCapital Budgets and Capital ExpenditureBudgets for all expected requirements must be annually prepared covering a minimum of three years. The budgetshould include both new and replacement of assets for each department and there should be adequate justification foreach request. Purpose of acquisition of capital items included in the budget, for which funding has been secured, shallbe according to the following rules:• Where the cost is under Z $.........(amount in words Zim dollars)- the NGO shall take the lowest cost from the best ofthree suppliers or service providers and with authority from the Executive Director• Where cost is above Z $….. (in words Zim dollars)-the NGO shall take the lowest cost from the b of three suppliers,or service providers and with authority from the Board. Provided, in exceptional circumstances and whereexpediency so demands, the Executive Director may authorize expenditure exceeding Z $....... subject toratification by the Board.• Donations in kind or capital items shall be received for and on behalf of the organization as follows;• Value under Z $….. the Executive Director• Value above Z $…… the Chairperson, his deputy or any other member of the Board.Fixed Asset RegisterFor purposes of accountability and transparency, the Finance Officer shall maintain a register of all assets purchased orreceived as donations. The following details shall be recorded for each asset;• The name and description of the asset• Name of supplier and details of maintenance contract• Serial number and/or registration number• Date of purchase or receipt• Cost of the asset• Rate of depreciation• Annual depreciation charge• Net book value• Disposal proceeds and date of disposalEvery month, a depreciation journal is to be done by the bookkeeper and passed to the Finance Officer for purposes ofupdating the fixed asset register. In turn, the Finance Officer will reconcile the fixed asset register.DepreciationThe cost of each asset shall be written off to the revenue account at the following rates:a) Office furniture - 10%b) Office equipment - 25%c) Motor vehicles - 20%d) Other assets - 10%e) No depreciation shall be charged on land and buildings.Disposal of AssetsFixed assets will be disposed of at their net book value or a price determined by the Board on the advice of the Director.Priority shall be given to employees and Board members when assets are disposed of.Authorisation of TransactionsAll transactions relating to the purchase, acquisition and disposal of assets shall be authorized as stated above.SECTION IIRECURRENT EXPENDITURE AUTHORIZATIONExpenditure Authorization LevelsAll recurrent expenditure shall be as per the relevant contracts with the Donor. Donor approval must be sought inexceptional cases where there is need to make deviations from budget,NANGO(PVO 221/68)49ZIMBABWE NGO CORPORATE GOVERNANCE MANUAL

Ordering and PurchasingOfficers authorized to incur costs for the NGO must get authorization for each expenditure from the Director beforemaking the order. The Director may require that at least three suppliers be identified before an order is placed. Choice ofpurchase shall be based on cost, availability, durability and value for money.PaymentsA request for payment shall where possible, be accompanied by the relevant supporting documents. These include:• the relevant suppliers quotations• an approved purchase order• goods received and/ or delivery note or signed invoice• the suppliers invoice and/or statement; and• an authorized cheque requisition.Cheque SignatoriesThe Board shall appoint cheque signatories. Before signing a cheque, each signatory must be satisfied that the relevantsupporting documents are submitted with each request. At no time shall the person making the requisition be the sameperson signing the cheque.SECTION IIIBooks of AccountsCash BookThe NGO shall maintain a cash book(s) which may be manual or electronic, to record all cheque transactions of theorganization. It is important that the cashbooks are updated on a daily basis using the receipts or deposit slips andcheque requisitions or cheque stubs. For daily cash report purposes and to avoid fraudulent practices, the FinanceOfficer must, in the presence of the bookkeeper, ascertain that the manual cashbook balance agrees with the GeneralthLedger balance in the computer. Monthly bank reconciliations shall be done by the 12 of the next month.Petty Cash BookA petty cash book shall be maintained for the NGO. All cash transactions, which must as far as possible, be supported bythe relevant vouchers, must be recorded in the petty cash book. The Executive Director shall from time to time reviewthe level of petty cash. Disbursements for petty cash must be on an imprested system.General LedgerA manual/ electronic General Ledger shall be maintained for the NGO.JournalFor purposes of accountability, a journal to record non- cash transactions generated in the normal course of the NGOoperations shall be maintained.All books of Accounts shall, at all times be kept in a secure place at the NGO premises.SECTION IVCash and InvestmentsSecurity of Cash on HandThe NGO shall, as far as possible, keep only small amounts of cash at the premises. This must be kept in a secure andlocked up place. The official who is in charge of all petty cash expenditure must keep one key while the Director keepsthe other.Security of Cheque BooksAll cheque books must be kept in a secure locked up place. To enable the early detection of irregularities, be they ofcommission or omission, the official responsible for cheque payments shall perform an audit on the cheque booksfrequently. The same Official shall keep one key and the Director shall keep the duplicate.50ZIMBABWE NGO CORPORATE GOVERNANCE MANUALNANGO(PVO 221/68)

Investment of FundsProvided the donor contract permits, funds which are in excess of requirements for the time shall be invested in interestbearing deposits.SECTION VProcurement of Goods and ServicesBasic PrinciplesIt is unnecessary for the Executive Director to be directly involved in the procurement of goods and services. For allpurchases, the Executive Director shall nominate a purchasing focal point with a clear line of responsibility. Localpurchases will be initiated by or at least cleared with the purchasing focal point. The following basic principles andconditions apply to the local, regional or international procurement of goods and or services:• The material/ service needs have to be properly identified ,quantified and specified in order to ensure that goods donot arrive too soon or too many and that the materials or their packaging are appropriate for the local conditions ortheir end use.• Goods and services supplied should be of the requisite type and quality, available within the time required and atthe lowest possible cost.• Simplicity and economy should be exercised in all sourcing and delivery operations, consistent with ethicalpractices, which can withstand the test of an external audit.• All staff concerned with supplies should support and promote competitive biding. Sources of supply should have awide geographical distribution, with emphasis on increasing acquisitions from local reputable suppliers.• Evaluations and comparisons of bids of an amount in excess of Z $……..shall include the recording of the criteriaand deciding factors leading to the award of the selected supplier.• Verification that delivery has been satisfactorily concluded shall be evidenced by shipping, inspection and receivingdocuments and by compliance with specifications and warrantees agreed with the supplier.Checklist of good procurement practices• There should be an assessment of the need to use contractors to supply goods and services in order to ensure thatthe requirement is justified.• The requirement for goods and services should be clearly specified and related to the need.• The request for bids should be carefully prepared and sent to a sufficient number of suppliers to ensure that thecompetitive biding process is open, efficient and effective.• The bids received should be evaluated in accordance with clear and logical selection criteria administered by animpartial body, in order to ensure that the organisation receives the required quality of goods and services atappropriate prices .• Contracts should be clear, well defined and comprehensive.The delivery of goods and services against the agreed contract should be monitored, both to intervene wherenecessary to remedy problems.NANGO(PVO 221/68)51ZIMBABWE NGO CORPORATE GOVERNANCE MANUAL

BIBLIOGRAPHY1. Argil Intellect Corporate Governance, Veldsman, T.H., 20012. Commonwealth Association for Corporate Governance (CACG) Guidelines: Boards and Directors,Best Practice Guide No. 2, August 20003. Commonwealth Association for Corporate Governance (CACG) Guidelines: Principles for CorporateGovernance in the Commonwealth, Towards global competitiveness and Economic accountability,November 1999nd4. ICSA Professional Development Corporate Governance, Brian Coyle, 2 Edition, 20045. Inger Report 2001, A guide to effective governance of parastatals and Non GovernmentalOrganizations in Botswana6. Marange T., Mukute M. and Woodend J; (Editors); 2006, Beyond Participatory Tools Field Guide,Published by PELUM and DFID, funded by Crop Post-Harvest Programme Southern Africa.7. Nur, A. et.al, 2006, Inclusive and Partnerships Report, (unpublished), GFAR8. Principles for Corporate Governance in Zimbabwe Manual of Best Practice, African ManagementServices Company, 20019. Private Voluntary Organizations Act10. Public Accountants and Auditors Act, Chapter 27:1211. Organization for Economic Co-operation & Development (OECD) (EU): Principles of CorporateGovernance, 199912. The Common Wealth Foundation, 1995, Non-Governmental Organisations: Guidelines for GoodPolicy and Practice13. Zimbabwe Companies Act, Chapter 24:0352ZIMBABWE NGO CORPORATE GOVERNANCE MANUALNANGO(PVO 221/68)

Zimbabwe NGO CorporateGovernance ManualZimbabwean NGOs with the guidance of the National Association of NonGovernmental Organizations (NANGO) took the noble and bold initiative to promotegood corporate governance among Civil Society Organizations (CSOs) bydeveloping this manual through a broad based consultative process. This manualprovides a rationale for good corporate governance, the key principles and anelaboration on the modalities of initiating and sustaining a culture of transparency,fairness, integrity and accountability. It seeks to improve the effectiveness of NGOs inZimbabwe through improved governance and it is informed by the belief that thequality of an organization's governance system determines its ability to pursue itsvision, mission and goals.We hope that the focus on good governance will help NGOs in Zimbabwe and beyondto: bring greater accountability and transparency; enable organizations to reframe development work through systems andpolicies that ensure transparency, enhanced accountability and programimpact; enable organizations to enhance the return from the dollar or the investment,which would result in enhanced donor confidence; bring a renewed perspective of how NGOs can be managed through setting upeffective Board structures, appropriate organizational policies and governingprocedures; enable NGOs to be exemplary in self-regulation; improve NGO service delivery; and provide a quality rating by donors and an incentive for the provision of collectiveservices to members by NANGO that members cannot provide for themselves.NANGO is the national umbrella coordinating body of NGOs operating in Zimbabwe. It is a nonpartypolitical, non-profit making and non-denominational organisation mandated to coordinatethe activities of NGOs and to represent the NGO sector as the sector's official voice.Our Mission"To create space and identify opportunities for Non Governmental Organisations to pursue theirvisions and missions and to facilitate the building of members capacities, resource bases andsynergies"Our Vision"Vibrant, pro-active and creative Non-Governmental Organisations that are responsive to thesocial, economic and political development needs of men and women in Zimbabwe"The Chief Executive OfficerNational Association of Non Governmental OrganizationsP. O. Box CY 250st1 Floor Mass Media HouserdSelous Avenue/3 StreetCauseway, Harare, ZimbabweTel: +263 4 703579/708761/732612Fax: +263 4 794973Email: info@nango.org.zwWebsite: www.nango.org.zw