Structure, governance & management
Traders in the area Supporting the Cultural Quarter Limited is a company limited by guarantee. It was incorporated on 28 November 2003. The Company does not have a share capital and consequently the liability of members is limited, subject to an undertaking by each member to contribute to the net assets or liabilities of the Company in the event of a winding up. Such amounts, as may be required, shall not exceed €1.27.
Governance & management
- Traders in the Area Supporting the Cultural Quarter is constituted under a Memorandum and Articles of Association and is a registered Company, CRO No. 378728. Traders in the area Supporting the Cultural Quarter’s goals and strategic approach are guided by its main objectives as laid out in these documents. The management of the Company is the responsibility of the Directors who are elected and co-opted under the terms of the Articles of Association.
- Board members are drawn from the members of the company and represent a diverse mix of traders from the area. The directors bring a broad range of experience and skills to Board deliberations. The Board is provided with regular information, which includes key performance and risk indicators for all aspects of the Company. They meet regularly and there are sub-committees covering, audit and risk, nominations and remuneration (who make remuneration decisions for Traders in the area Supporting the Cultural Quarter). The members of the Board cannot, under the governing documents, receive remuneration for services as directors to Traders in the area Supporting the Cultural Quarter and may only be reimbursed for incidental expenses claimed.
- There are clear distinctions between the roles of the Board of Directors and the Executive Management Team to which day-to-day management is delegated. Matters such as policy, strategic planning, and budgets are drafted by the Executive Management Team for consideration and approval by the Board, which then monitor the implementation of these plans.
The Directors have a risk management strategy which comprises:
• a regular review of the principal risks and uncertainties that the Company faces;
• the establishment of policies, systems, and procedures to mitigate those risks identified in the regular reviews;
• monitoring of procedures on an on-going basis including assessing control effectiveness; and
• the implementation of procedures designed to minimise or manage any potential impact on the Company should those risks materialise.
The purpose of the regular reviews is to ensure that the Company is not on an on-going basis exposed to an unacceptable level of risk. Appropriate systems and procedures are in place to manage these risks and provide reasonable assurance against occurrence. The major risks identified by the review are listed below:
• Financial sustainability/loss of funding resources: A key element in the management of financial risk is a regular review of available funds to settle debts as they fall due, diversification of the funding base and on-going engagement with State funders.
• Significant error and fraud: Significant fraud or incidences of corruption could severely damage the Company’s reputation and result in the loss of resources. The Company has developed detailed financial management and reporting systems to mitigate these risks, which are reviewed on a regular basis.
• Public perception of the sector: Traders in the area Supporting the Cultural Quarter recognises that the sector has been the subject of increased public and media scrutiny. The Company seeks to be open and transparent in the way that it operates, more generally it welcomes the introduction of the Charities Regulator and its role in regulating the sector which should result in greater accountability, transparency and inspire renewed public confidence.
• Staff recruitment and retention: Being able to attract and retain appropriate staff is a key on-going challenge for the Company. Traders in the area Supporting the Cultural Quarter has developed and frequently reviews its human resources policies and procedures to address this risk.
• Attention has also been focussed on non-financial risks arising from failure of IT and telephony systems and fire, health and safety concerns. These risks are managed by ensuring backups are in place, and having robust policies and procedures in place.
- The Directors acknowledge their overall responsibility for the Company’ systems of internal control and for reviewing its effectiveness. They have delegated responsibility for the implementation of this system to the Executive Management Team. This system includes financial controls, which enables the Board to meet its responsibilities for the integrity and accuracy of the Company’s accounting records.
- A detailed budget is prepared annually which is reviewed by the Board. Actual results and outcomes are compared regularly against budget and prior year to ensure tight budgetary control and value for money.
Compliance with sector-wide legislation and standards
The Company engages pro-actively with legislation, standards and codes which are developed for the sector. Traders in the Area Supporting the Cultural Quarter subscribes to and is compliant with the following:
• The Companies Act 2014
• Financial Reporting Standards FRS 102