| name | governance-and-board-charter |
| description | Use when authoring a governance framework, board or committee charter, or delegation-of-authority matrix for an East African organisation; use `internal-controls-and-risk-framework` for control design and defer finance oversight rules to Chwezi Accounting Doctrine. |
| metadata | {"portable":true,"compatible_with":["claude-code","codex"]} |
Governance and Board Charter
A consulting-deliverable skill: it produces a standalone Governance Framework, a set of Board and committee charters, and a Delegation-of-Authority matrix — not a business-plan section. It owns the document's structure, the consulting workflow, the parameter-setting, and the East African governance framing — and it pulls every control, fiduciary, and oversight treatment from the finance engine at C:\wamp64\www\chwezi-accounting-doctrine.
Use When
- A client needs a Governance Framework / Manual, Board Charter, committee charters (Finance, Audit, Procurement/Contracts, Budget, Accounts, Risk), a Delegation-of-Authority matrix, a conflict-of-interest / code-of-conduct policy, or a whistleblowing policy.
- Responding to an RFP/EOI for "development of a governance framework / board charter / delegation of authority."
- Reviewing, gap-auditing, or updating an existing governance instrument against current practice and the statutory framework.
Do Not Use When
- Writing a business-plan governance or management section — use
pipeline and meta-strategy/meta-living-plan-governance.
- Authoring the finance or procurement manual — governance is a chapter there; use
advisory-deliverables/finance-policy-and-manual or procurement-policy-and-manual (this skill is the full standalone charter set).
- Answering a single fiduciary-control question — go straight to the relevant finance-engine
SKILL.md.
Required Inputs
Entity type and governance model (NGO/CSO with members or trustees; company limited by guarantee/shares with a board of directors; SACCO/cooperative; donor-funded project; public/local-government body with an accounting officer); legal form and registration (URSB / NGO Bureau / cooperative registrar); the governance tiers in place (General Assembly/Members, Board/Trustees, Secretariat/Management); existing committees and their mandates; any binding donor governance conditions; the entity's authorisation/approval matrix from its finance manual (for alignment); meeting cadence and quorum practice; jurisdiction (default Uganda); named approver/owner. Never fabricate these — ask.
Workflow
- Intake & model selection. Fix the governance model: (A) not-for-profit (members/trustees board, General Assembly as supreme organ), (B) company (board of directors accountable to shareholders/members), or (C) public body (accounting-officer model under the LG Financial & Accounting Regulations 2007, council/executive committee, LG Public Accounts Committee). Most NGOs are A with a donor overlay; local governments and public entities are C.
- Select the blueprint. Load
references/document-blueprint.md for the document set, the charter contents, and the chapter→source map.
- Pull oversight substance from the doctrine — do not improvise. For each charter and policy, read the mapped finance-engine
SKILL.md plus doctrine/references/uganda-ngo-financial-management-patterns.md (NGO bodies: Finance/Procurement/Accounts committees) or uganda-public-sector-pfm.md (accounting officer, surcharge, internal audit to council). The blueprint carries the chapter→skill map.
- Draft the framework, then each charter. Author the Governance Framework (principles, structure, tiers) first; expand each tier into a charter (Board, then committees). Give every charter the standard contents: purpose, composition, quorum, term, duties, reporting line, meeting cadence.
- Align Delegation of Authority to the finance manual. Build the DoA matrix with authority limits keyed to amount (operational → management → board), mirroring the entity's authorisation matrix from
internal-controls-library. Where no finance manual exists, propose defaults flagged "to be board-approved" — never copied verbatim.
- Set governance figures as named parameters. Authority limits, quorum, term length, auditor tenure (commonly ~3 years), meeting cadence, and signatory thresholds are named client parameters (default-to-be-approved) with an owner and review date — never hardcoded facts.
- Keep statutory items in a dated schedule. Statutory governance duties and powers (e.g. accounting-officer responsibilities, surcharge/pecuniary-liability powers under the LG Regulations 2007, Whistleblowers Protection Act 2010 obligations) go into a dated, verified Statutory Schedule appendix that cites the source — so the framework does not go stale.
- Add conduct, integrity, and meeting governance. Conflict-of-interest register and declarations; code-of-conduct attestation; whistleblowing per the Whistleblowers Protection Act 2010; meeting cadence, quorum, minutes, and decision logs.
- Run the quality gates. (live), , and the finance engine's conformance scan where finance controls appear. Record each gate run in the artefact manifest.
Quality Bar
Every governance rule is specific and enforceable (no "the board shall provide oversight" with nothing behind it); every figure — authority limit, quorum, term, cadence — is a named parameter with an owner and a review date; the DoA matrix reconciles to the entity's actual authorisation matrix and chart of accounts; the model is not mixed (members/trustees board vs company board vs accounting-officer public body); statutory powers are never invented or hardcoded in the body; conflict-of-interest, code-of-conduct, and whistleblowing are always present; and it passes anti-ai-slop and the doctrine conformance scan. British English throughout.
Anti-Patterns
- Copying one organisation's authority limits, quorum, or committee mandates verbatim into another.
- Embedding statutory duties or surcharge powers in the body instead of the dated Statutory Schedule with a citation.
- Shipping a generic charter full of
[bracketed placeholders] instead of a client-parameterised framework.
- Asserting an accounting-officer duty or committee mandate without reading the mapped finance-engine reference.
- Mixing governance models — giving a not-for-profit a shareholder board, or a public body a trustee structure.
- A Delegation-of-Authority matrix that contradicts the entity's finance-manual authorisation tiers.
- Dropping conflict-of-interest, code-of-conduct, or whistleblowing because the entity is "small" or "trusted".
Outputs
Governance Framework; Board Charter; per-committee charters (Finance, Audit, Procurement/Contracts, Budget, Accounts, and optionally Risk); Delegation-of-Authority matrix; conflict-of-interest register and declaration forms; code-of-conduct attestation; whistleblowing policy; meeting-governance rules (cadence, quorum, minutes, decision log); dated Statutory Schedule appendix; adoption and version-control page; quality-gate manifest.
References
references/document-blueprint.md — document set, per-charter standard contents, Delegation-of-Authority matrix, parameterisation rule, NGO-vs-public-body switch, and chapter→source map.- Finance engine (
C:\wamp64\www\chwezi-accounting-doctrine): skills/10-controls-governance-and-fraud/internal-controls-library/, engagement-quality-and-plain-language-output/, whistleblowing-and-finance-ethics/; skills/06-close-consolidation-and-reporting/audit-ready-reporting-pack/, audit-pbc-and-evidence-management/; doctrine/references/uganda-public-sector-pfm.md, uganda-ngo-financial-management-patterns.md.
business-plan-skills: skills/meta-strategy/meta-living-plan-governance/; meta-reporting (board & investor reporting).country-context/uganda/SKILL.md for institutions/regulatory bodies; language/east-african-english for style.
Inputs
| Artefact | Source or provider | Required? | If absent |
|---|
| Constitution, articles, bylaws, existing charters, organogram, and resolutions | Client and registry records | Required | Produce a governance evidence request, not assumed authority |
| Entity type, ownership or membership, committees, conflicts, and regulatory duties | Client interviews and verified authorities | Required | Mark unresolved mandates and stop before allocating reserved powers |
| Finance oversight and delegation requirements | Chwezi Accounting Doctrine and current legal sources | Conditional | Keep finance clauses draft-only and seek professional review |
Outputs
| Artefact | Consumer | Acceptance condition |
|---|
| Governance framework and board or committee charters | Members, board, committees, secretariat, regulator, and funders | Mandates, reserved matters, composition, meetings, conflicts, decisions, records, and evaluation are explicit |
| Delegation-of-authority matrix | Board, executive management, finance, procurement, and assurance roles | Every authority has a delegator, delegate, limit, condition, evidence, and escalation path |
Evidence Produced
| Evidence | Format | Acceptance condition |
|---|
| Authority traceability register | Clause-to-source and approval matrix | Reserved and delegated powers trace to governing documents or verified law |
| Governance consistency review | Cross-document exception log | Charter, organogram, delegation matrix, finance oversight, and committee terms do not conflict |
Capability Contract
Default to read-only inspection of governance records. Edit only the authorised draft. Do not appoint officers, approve delegations, amend governing instruments, certify legal compliance, or exercise board authority; those actions require the competent organ and professional review.
Degraded Mode
If governing documents or current legal and finance sources are unavailable, return a provisional structure, authority questions, and a clause-level evidence request. Mark unverified powers not assessed and do not infer authority from job titles.
Decision Rules
| Choice | Action | Failure or risk avoided |
|---|
| Power is reserved by law or governing instrument | Keep it with the named organ | Ultra vires delegation |
| Power may be delegated with conditions | State limit, duration, reporting, and revocation | Unbounded executive authority |
| Board and management documents conflict | Stop and reconcile the source hierarchy | Competing chains of command |
| Finance oversight clause touches controls or reporting | Apply Chwezi doctrine and professional review | Weak or misstated fiduciary oversight |
Workflow
- Establish entity type, authority hierarchy, audience, and approval route.
- Inventory governing instruments, resolutions, current bodies, delegations, conflicts, and known failures.
- Build an authority map; stop where a reserved power or statutory duty lacks a verified source.
- Design the framework, charter set, committee interfaces, and delegation matrix as one system.
- Draft meeting, decision, conflict, reporting, evaluation, records, and escalation rules with named evidence.
- Reconcile finance and audit oversight against Chwezi doctrine and current professional advice.
- Test realistic decisions and exceptions; recover by revising the authority map rather than adding vague discretion.
- Release with approval status, unresolved legal questions, and scheduled review dates visible.
Quality Standards
Every power must have a lawful source, accountable owner, decision record, and review route. The framework must distinguish governance from management and must not claim legal or finance compliance without current-source and professional-review evidence.
Anti-Patterns
- Giving the board every operational decision. Fix: reserve governing matters and delegate managed operations with limits.
- Assigning authority by job title alone. Fix: trace each power to the delegating source and conditions.
- Copying committee terms that overlap. Fix: map remit, information flow, and escalation between committees.
- Omitting conflict-of-interest handling from decisions. Fix: specify disclosure, recusal, quorum impact, and recordkeeping.
- Treating finance oversight as a generic board duty. Fix: map budgets, reporting, audit, controls, and exceptions to Chwezi doctrine.
- Calling a charter effective before approval. Fix: state draft, approval body, resolution reference, and effective date.
Worked Example
Where the board wants the executive director to approve contracts, first confirm the governing instrument permits delegation, set the monetary and term limits, require conflict disclosure and reporting, and reserve related-party or above-limit contracts for the board.
