Structure and Governance

Structure Governance Risk Management

Structure

Jigsaw is a trading name of the National Centre for Youth Mental Health – Republic of Ireland Company Limited by Guarantee, a charitable company incorporated under the Companies Act 2014 on 31st May 2006. It is a Company Limited by Guarantee and does not have a share capital. It was established under a Memorandum of Association and is governed by a Constitution.

I liked being able to talk about my feelings with nobody judging me.

A quote from a young person who attended Jigsaw for support with their mental health

Jigsaw’s Board, Officers and Management
Jigsaw is governed by a Board of Directors who work in a voluntary capacity. Directors are appointed for three-year terms, which are renewable twice (a total of nine years). The Directors, who are non-executive, represent a diverse range of relevant expertise. On average, they meet eight times a year and have responsibility for all business of the organisation.

The Board is supported by five sub-committees, which deal with specific aspects of the business of the organisation. The sub-committees in place are the Finance Sub-committee, HR and Governance Sub-committee, Quality and Safety Sub-committee, Schools Sub-committee, and Audit Sub-committee.

The Board delegates the day-to-day management of Jigsaw to a Senior Management Team, headed by the Chief Executive Officer and comprising of a Jigsaw Programme Director, Director of Clinical Governance, Head of Fundraising and Communications, Director of Finance, and Head of Quality, IT and Facilities. The Board do not receive payment for their services to Jigsaw. Expenses are reimbursed where claimed, full details of which are disclosed in the financial statements. There have been no arrangements entered into during 2017 in which a Board Director was materially interested.

The HR and Governance Sub-committee conduct a skills audit of the needs of the organisation at Board level as required. From this, the Board and Chief Executive Officer seek to identify new Directors to match the skills needed on the Board. We advertise publicly for new Board members with particular skills and experience. After reviewing applicants, a short list is drawn up and the most suitable applicants are invited to meet with the Board Chair, the Chief Executive Officer and a member of the Youth Advisory Panel. Following this, recommendations are brought to the Board for approval.

In our work at Jigsaw it’s imperative that we ensure we’re doing the right things, and then doing those things right.

Dr Joseph Duffy, Chief Executive Officer
Board members 2017 Meeting attendance
Dr. Patricia O'Hara, Chair 8/8
Jacinta Stewart, (appointed May 2017) 4/5
Greg Sparks 7/8
Eamonn Gaffney 8/8
Aoife Geraghty 5/8
Martina Moloney 6/8
Mary Cunningham 5/8
Dr. Justin Brophy 6/8
Noel Mulvihill 7/8
Brian Geoghegan 5/8
Company Secretary:
Dr. Joseph Duffy (to 4th April 2017)
Blanaid Cleary (from 4th April 2017)
Senior Management Team:
Chief Executive Officer Dr. Joseph Duffy
Director of Clinical Governance Dr. Gillian O’Brien
Director of Finance Blanaid Cleary
Head of Fundraising and Communications Mike Mansfield
Jigsaw Programme Director Sarah Cullinan
Head of Quality, IT and Facilities Regina Buckley

Audit Sub-committee
The role of the Audit Sub-committee is to keep under review the adequacy, scope and effectiveness of accounting and financial controls of activities carried out by Jigsaw.

The sub-committee is chaired by a Board member, and consists of three other members, including a member of the Youth Advisory Panel and one external member. The sub-committee should meet at least once year, and more times if required.

The Chief Executive Officer and Director of Finance attend as required.

Members Meeting attendance
Aoife Geraghty, Chair 2/2
Eamonn Gaffney 2/2
John Chambers, External member 0/2
Jane Gormley, Youth Advisory Panel volunteer 1/2

HR and Governance Sub-committee
The role of the HR and Governance Sub-committee is to keep under review policies and practices relating to the recruitment of Board members and employment of staff. They consider the remuneration of the Chief Executive Officer and pay policy for all staff making recommendations in relation to salary ranges and increases.

The sub-committee is chaired by a Board member, and consists of four other members including one external member. The sub-committee should meet at least four times a year, and more times if required.

The Chair of the Board, Chief Executive Officer and members of the staff team attend as required.

Members Meeting attendance
Mary Cunningham, Chair 5/5
Dr. Patricia O’Hara 3/3
Martina Moloney 5/5
Brian Geoghegan 1/2
Ruth D’Alton 4/5

Schools Sub-committee
The role of the Schools Sub-committee is to assist the development of the Jigsaw schools project by providing oversight and governance.

The sub-committee is chaired by a Board member, and consists of three other members. The sub-committee should meet at least four times a year, and more times if required.

The Chair of the Board, Chief Executive Officer and members of the staff team attend as required.

Members Meeting attendance
Greg Sparks, Chair 2/2
Eamonn Gaffney 2/2
Jacinta Stewart 1/1
Brian Geoghegan 1/2

Finance Sub-committee
The role of the Finance Sub-committee is to keep under review the financial and operational performance of Jigsaw.

The sub-committee is chaired by a Board member, and consists of four other members, including a member of the Youth Advisory Panel and one external member. The sub-committee should meet at least four times a year, and more times if required.

The Chair of the Board, Chief Executive Officer and Director of Finance attend as required.

Members Meeting attendance
Greg Sparks, Chair 5/5
Jacinta Stewart 2/2
Aoife Geraghty 5/5
Graham Law, External member 5/5
Jane Gormley, Youth Advisory Panel volunteer 1/3

Quality and Safety Sub-committee
The role of the Quality and Safety Sub-committee is to keep under review the quality and safety programme for Jigsaw, and ensure compliance with all regulatory and legal requirements.

The sub-committee is chaired by a Board member, and consists of four other members, including a member of the Youth Advisory Panel and one external member.

The Chair of the Board, Chief Executive Officer, Director of Clinical Governance and members of the staff team attend as required.

Members Meeting attendance
Martina Moloney, Chair 4/4
Noel Mulvihill 3/4
Mary Cunningham 4/4
Ian Daly, External member 2/4
Jordan Byrne, Youth Advisory Panel volunteer 1/4

Governance

At Jigsaw, it's vitally important to us to be open and honest in everything that we do. To actively demonstrate openness, transparency and integrity to our beneficiaries and donors Jigsaw operates to the Charities Institute Ireland Triple Lock Standards of transparent reporting, good fundraising, and governance.

Our financial accounts are published annually. They are prepared in accordance with the UK best practice Statement of Recommended Practice (FRS102), in the absence of statutory reporting standards for charities in Ireland.

Our annual reports dating back to the year 2007 are available on our website, jigsaw.ie. We have always lodged our reports with the Companies Registration Office (CRO).

As a charity seeking donations from the public, we follow the Statement of Guiding Principles for Fundraising as set out by the ICTR (Irish Charities Tax Reform Group). We comply with the Guidelines for Charitable Organisations on Fundraising from the Public as set out by the Charities Regulator pursuant to section 14(1) (i) of the Charities Act 2009, to encourage and facilitate the better administration and management of charitable organisations.

We achieved full compliance with the Good Governance Code in January 2015, a code of practice for good governance of community, voluntary and charitable organisations in Ireland. The Good Governance Code is principles-based and voluntary. It has been designed by the sector for the sector. We review our compliance annually and update our policies and procedures in accordance with the latest regulations and best practice within the sector.

Accounting records
The Board of Directors are responsible for preparing the Directors' report and the financial statements in accordance with Irish law and regulations. The Directors believe they have complied with the requirements with regard to accounting records by employing people with appropriate expertise and by providing adequate resources to the financial function.

As a limited company, the financial statements have been prepared in accordance with the Companies Act 2014 and, voluntarily in the absence of statutory reporting in Ireland, in accordance with international best practice accounting standards [Charities SORP ( FRS 102)], as recommended by the Charity Commission for England and Wales. The accounting records of the company are maintained at Jigsaw National Office, 16 Westland Square, Pearse Street, Dublin 2.

This Directors' report contains the information required to be provided in the Trustees Annual Report under the SORP guidelines.

Political contributions
There were no political contributions in 2017, and as a result no disclosures are required under the Electoral Act, 1997.

Post balance sheet events
The HSE National Mental Health Directorate have confirmed a Service Level Agreement for 2018 of €8.75m for the operational costs of Jigsaw services to continue the delivery across the network of 13 service locations. In addition the HSE CHO Area 2 Service Level Agreement reflects funding of €892,040 for the delivery of Jigsaw in Galway for 2018. A contribution of local and HSE CHO Area 1 funding for Jigsaw Donegal of €348,970 has been agreed. This level of funding is considered sufficient for the delivery of Jigsaw services in the 13 locations in 2018.

Jigsaw has concluded lease negotiations for a number of new and existing premises since the year end. This includes continuing to rent the 3rd floor of 16 Westland Square, Pearse Street, Dublin, and additionally renting the 2nd floor to meet the need for increased space in line with growth in the work and human resource requirements for Jigsaw.

We have agreed a new lease for the existing premises in Kerry. The assignment of the lease for the Jigsaw premises in Meath was completed in early 2018. New larger premises in Tallaght have been leased, which will enable us to increase the level and comfort of services delivered to young people and their families in Tallaght. Jigsaw finalised significant corporate partnerships early in 2018 with Lidl, Three and MSD to support the new strategic areas of influencing change and strengthening communities.

There are no other post balance sheet events affecting the company.

Statement on relevant audit information
In accordance with Section 330 of the Companies Act 2014, so far as each person who was a Director at the date of approving this report is aware, there is no relevant audit information, being information needed by the auditor in connection with preparing its report, of which the auditor is unaware.

Having made enquiries of fellow Directors, each Director has taken all the steps they are obliged to take as a Director in order to make themselves aware of any relevant audit information and to establish that the auditor is aware of the information.

Auditor
GBW Chartered Accountants have indicated their willingness to continue in office in accordance with the provisions of Section 383 (2) of the Companies Act, 2014.

If anyone I know needed someone to talk to, I would recommend Jigsaw.

A quote from a young person who attended Jigsaw for support with their mental health

Risk Management

Jigsaw works with young people aged 12-25 and the adults in their communities to provide early intervention services and support for young people’s mental health. The very nature of our work means that we take on a degree of medium to high level risk in our core activity. We look to minimise this through our ongoing risk assessment process and controls, including the need to ensure our work is appropriately resourced, across our identified areas of risk.

Risk management roles and responsibilities

Board of Directors
Maintains strategic oversight of risk across the organisation through:

  • Consideration of the Chief Executive Officer’s risk trends report at each Board meeting.
  • Annual review of risk and the risk management process from a strategic perspective.

Quality and Safety Sub-committee, Responsible for:

  • Regular review of corporate risk across the organisation.
  • Oversee implementation of the risk management by the executive to provide assurance that appropriate risk management processes are in place.
  • Oversee compliance with all regulatory and legal requirements.
  • Specific oversight of the risk associated with clinical governance and items within the committee’s remit.

Other Sub-committees, Responsible for:

  • Identification of areas of risk and appropriate mitigation measures relevant to their sub-committee area.
  • Providing assurance to the Quality and Safety Sub-committee that risks have been identified and actions to mitigate against risks have been taken.
  • Supporting the executive in implementing recommendations to address risk.

Chief Executive Officer, Responsible for:

  • Including risk as a standing item in the Chief Executive Officer’s report to each Board meeting.
  • Reporting high level risks and trends in risk to the Board.
  • On an annual basis bringing a report to the Board on organisational risk, including the executive’s recommendation in relation to priority risk areas to address in the coming year.
  • Reporting changes in the organisational/corporate risk register to the Board, including flagging any new risks that have emerged.

The Chief Executive Officer designates a Risk Officer with specific responsibility for:

  • Ensuring there is a risk policy and process.
  • Coordinating risk management and risk review.
  • Communication of the risk policy to staff.
  • Bringing risk considerations from other Board Sub-committees to the Quality and Safety Sub-committee.
  • Reporting to the Quality and Safety Sub-committee of the Board of Directors.

Senior Management Team
Each member of the Senior Management Team has responsibility for risk in their defined areas of responsibility, yet collectively the Senior Management Team holds responsibility for:

  • Reviewing risk across the organisation, i.e. across all risk domains as articulated in the risk register.
  • Implementation of risk policy across the organisation.
  • Continuously improving risk management policy, strategy and supporting framework.

Regional and Local Managers
Ensure staff in their teams comply with the risk management policy and foster a culture where risks can be identified and escalated by taking a lead role in developing and maintaining local risk registers.

Staff and Contractors
Responsible for informing themselves of risk policy, complying with risk management policies and procedures, this includes identifying risk and notifying relevant individuals with responsibility for managing risk.

The key components of Jigsaw’s internal control and risk management environment include the following:

  • An approved plan and annual budget against which progress is reported on a regular basis, including monthly financial reporting of actual results compared with budgets and forecasts.
  • Annual review of financial controls by an external auditor reported to the Audit Sub-committee.
  • Regular reviews across all areas of our operations with the results of each review reported to management, the Quality and Safety Sub-committee, and via the Chief Executive Officer, to the Board of Directors.
  • Key policies on clinical governance, child protection and welfare, safeguarding vulnerable adults, usage of IT, data protection, health and safety, complaints and reporting of the same.
  • Formal consideration by the Board of quarterly risk assessments and the risk management process, in which the charity’s operational internal controls have been reviewed.

Jigsaw operates a risk management process that culminates in a corporate risk register. This identifies the top risks, their likelihood and impact, and the consequent actions necessary to manage them effectively. Corporate risks and mitigating actions are regularly scrutinised at each Quality and Safety Sub-committee meeting, and by the Senior Management Team and the Board of Directors. The principal operational risks that we have identified that could have a potential impact on performance and future prospects or reputation are as follows:

  • Inefficiency as a result of poor IT infrastructure.
  • Challenge in the recruitment and retention of clinical staff.
  • Adverse incident involving a young person attending a Jigsaw service i.e. serious self-harm.
  • Risk to quality of service provided as a result of waiting times.
  • Insufficient funding.
  • Reputation risk as a charity.
  • Premises – the challenge of locating suitable affordable premises for our services (both in relation to opening new services and evolving existing ones).

Our risk register is underpinned by an annual plan of audits and reviews. Audits/reviews in 2017 were carried out in the areas of:

  • External financial audit.
  • Regular supervision of clinical staff as per our clinical supervision policy.
  • Internal health and safety audit conducted throughout all services.
  • External HR audit completed in 2016 with recommendations reviewed and actioned in 2017.

Vetting
Jigsaw are fully compliant with the obligations of the National Vetting Bureau (Children and Vulnerable Adults) Act 2012. Jigsaw applies child protection policies, which are based on Children First (2017) and Our Duty to Care (2002), and best practice recruitment policies and procedures.