June 19, 2009 Ms.

Thelma Ekiyor Executive Director West Africa Civil Society Institute Accra Dear Ms. Ekiyor, Training in Corporate Governance Report We are pleased to submit our report on the training in Corporate Governance for 20 Senior Executives of various Civil Society Organisations (CSOs) across the West African sub region. The training session was held from May 11-14, 2009 at Hotel de Pelican, Togo. Our report is structured into five (5) sections with this Transmittal letter as Section 1. The rest are as follows: Section 2 Section 3 Section 4 Section 5 Introduction and Course Objectives Course Content and Delivery Summary of Workshop Evaluation by Participants General Observation and Recommendations

We trust that you will find the contents of this report useful. We would like to thank WACSI for the opportunity to be of service. We look forward to carrying out other Training and HR/Organisational services for your Institute in the future. Please do not hesitate to contact the undersigned or Assani Ibrahim/Nana Ama Boateng-Kagyah on Tel: 021-244602/913179, Fax: 021-244568 or e-mail: psyconhr@gmail.com, if you have any queries. Yours truly,

Bill Puplampu, PhD, C.Psychol DIRECTOR

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INTRODUCTION AND COURSE OBJECTIVES

PsyconH.R was contracted by WACSI to run a 4-day Corporate Governance Training for 30 Senior Executives of Civil Society Organisations (CSOs) in Togo. The training forms part of a number of strategies mapped out by WACSI to provide excellent training and upskilling for players in the CSO landscape across the West African sub-region in an era where Corporate Governance requires strategic thinking and professionalism given the interest and influence of stakeholders such as governments, communities, donors and the media. 2.2 Course Objectives and Approach

WACSI had specific goals and objectives that they expected the Corporate Governance training to achieve. These were to provide: A standard guideline to be used as a point of reference on CSO corporate governance issues in Togo Tools that will enable easier and effective implementation of agreed standards and practices A user friendly, accessible and handy reference to improve the direction of those in leadership positions Scope for strengthening institutional capacity to build effective governance structures. In addition to these overall objectives, each session/topic had its own specific objectives. To achieve the objectives of the programme, PsyconH.R conducted the assignment in the following stages: Stage I: Stage II: Stage III: Stage IV: Stage V: Diagnostic Needs Identification through WACSI Development of Training Programme and Facilitation Materials Delivery through Workshop Facilitation & Activities/Exercises Programme Reporting Skill Utilization Review through WACSI

2.3 Brief Diagnostic Needs Identification In order to facilitate a custom made programme, PsyconH.R held discussions with WACSI concerning how to gather data on the specific gaps or needs of participants in the area of Corporate Governance. The data was gathered through a brief questionnaire sent to participants by WACSI.

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TRAINING CONTENT AND DELIVERY

3.1 Introduction The findings from the diagnostics and the objectives specified by WACSI served as the basis for the design of the workshop materials. The workshop was designed to spread across 16 different topics/sessions over the 4 days. The programme for the different sessions are detailed below: Programme of Activities for WACSI Corporate Governance Training Day 1 Mon, 11/05/09 TIME 8:30 9:00 9:00-9:15 9:00-10:00 10:00-10:30 10:30-10:50 10:50-11:50 11:50-12:20 12:20-1:00 1:00-2:00 2:00-3:00 3:00-3:30 3:30-4:15 4:15-4:45 4:45-5:00 ACTIVITY Arrival & Introduction of Consultants and Participants Exercise 1 Introduction to Corporate Governance TEA BREAK Exercise 2 What is Corporate Governance Exercise 3 Boards & Management LUNCH BREAK Exercise 4, 5, & 6 Legal & Regulatory Issues Exercise 9 Board Meetings & Committees Exercise 10 End of day 1 OFFICER RESPONSIBLE WACSI JBKA JBKA WACSI JBKA JBKA JBKA JBKA WACSI JBKA JBKA JBKA JBKA JBKA

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Programme of Activities for WACSI Corporate Governance Training Day 2 Tues, 12/05/09 TIME 8:30-9:30 9:30-10:00 10:00-10:30 11:00-12:00 12:00-1:00 1:00-2:00 2:00-3:30 3:30-4:30 4:30-5:00 ACTIVITY Accountability, Transparency & Legitimacy for NGOs TEA BREAK Exercise 11 Financial Statements & Reporting Exercise 12 LUNCH Financial Statements Internal Controls & Audits Exercise 14 End of day 2 OFFICER RESPONSIBLE JBKA WACSI JBKA JBKA JBKA WACSI JBKA JBKA JBKA

Programme of Activities for WACSI Corporate Governance Training Day 3 Wed, 13/05/09 TIME 8:30-9:30 9:30-10:00 10:00-10:30 10:30-12:30 12:30-1:00 1:00-2:00 2: 00-2:45 2:45-3:30 3:30 - 3:50: 3:50-4:30 4:30-5:00 ACTIVITY Budgetary Control and Financial Management TEA BREAK Exercise 15 Budgeting Exercise 16 LUNCH BREAK Budget Cycle Exercise 17 TEA BREAK Financial Management Exercise 18 End of day 3 OFFICER RESPONSIBLE JBKA WACSI JBKA JBKA JBKA WACSI JBKA JBKA WACSI JBKA JBKA

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Programme of Activities for WACSI Corporate Governance Training Day 4 Thurs, 14/05/09 TIME 8:30-10:00 10:00-10:30 10:30-11:00 11:00-12:00 12:00-1:00 1:00-2:00 2:00-2:45 2:45-3:15 3:15-3:45 ACTIVITY Directorship Failures TEA BREAK Exercise 8 Duties & Responsibilities of a Board Board Management Relationship LUNCH BREAK Exercise 7 Training Evaluation &Action Points Final Comments End of day 4 OFFICER RESPONSIBLE Enoch WACSI Enoch Enoch Enoch WACSI Enoch Enoch Enoch

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3.2 Delivery Participants at the beginning of the programme appreciated the importance of Corporate Governance and expressed their appreciation to WACSI for organizing the training programme. The workshop which was presented both in English and French was highly interactive and allowed participants the opportunity to raise, discuss and analyse issues and make suggestions relevant for corporate governance of CSOs in Togo. (Questions, issues, as well as attempts to seek clarification or further understanding were used as basis for discussion and emphasis on some core points.) The facilitator involved all participants in the discussions. The actual delivery of the course was done using a PowerPoint projection of bullets on key concepts as well as specific issues relating to the CSOs in the area of Corporate Governance. In all 16 areas/topics were discussed. These included: Introduction to Corporate Governance Corporate Governance Boards & Management Legal & Regulatory Issues Board Meetings & Committees Accountability, Transparency & Legitimacy for NGOs Financial Statements & Reporting Financial Statements Internal Controls & Audits Budgetary Control and Financial Management Budgeting Budget Cycle Financial Management Directorship Failures Duties & Responsibilities of a Board Board Management Relationship These sessions were executed in an interactive and practical manner coupled with group exercises. 3.3 Issues Emerging The discussions held in the various sessions led to the identification of a wide range of issues and possible solutions for CSOs in their bid to operate their organisations as professional institutions. The issues discussed below make important reading and must inform WACSIs decisions about future training programmes. These issues and observations are the basis upon which our recommendations have been made.

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3.4 Accountability, Transparency & Legitimacy for NGOs This session looked at the concepts of Accountability, Transparency & Legitimacy and how it can be applied to different kinds of organisations before narrowing down on its application to CSOs. The facilitator led the discussion by briefing the participants about the work of CSOs in Ghana. He stated that CSOs in Ghana work independent of the government. He added that in some cases, CSOs/NGOs and the media in Ghana monitor activities and assess policies of the government. The facilitator stressed the importance of participants being accountable as individuals and in their various organizations. This is because every decision and action by management has both financial and moral/ethical implications. (He even indicated the need to inculcate accountability in children, since in his view accountability begins at home.) Participants expressed in unison that it is important that accountability and transparency exists in organizations to ensure efficiency and effectiveness. In this regard, participants shared their experiences that border on accountability at their workplaces. One participant gave an example of how she was asked by her bank to submit records of her expenditure before her loan application was granted after 2 weeks. In response to the example given, the facilitator enumerated the challenges that might have caused the bank to delay in processing the loan application. He further explained that the Banks approach was to enable her meet the banks requirement and also prove her financial worthiness. The facilitator encouraged participants to be open-minded and ready to answer any questions from individuals on the issue of accountability. He added that transparency is crucial for CSOs to generate credibility, trust and social legitimacy in their communities. He urged CSOs to welcome criticisms and questions from individuals and the general public. This, he stated is the first step towards positive change. He further stressed the importance of CSOs and NGOs making their reports accessible and available, as well as reporting the true state of affairs and encouraging advocacy in other to attract public support. Another interesting contribution that came up for discussion was how journalists are exposed to the temptation of being corrupt by virtue of some behaviors and practices of practitioners. The facilitator urged participants to strive and go beyond what the laws and regulations stipulate in order not to be liable to accusations that could taint their professional image. The facilitator stressed the importance for CSOs to conduct research and analyses situations before investing in a project. The discussion on Accountability, Transparency and Legitimacy for NGOs, brought to the light by some participants, the importance of holding state officials accountable. The facilitator shared his Ghanaian experience with the participants. He mentioned how members of parliament in Ghana account for their work in their various constituencies. 3.5 Budgetary Control & Financial Management The session on budgetary control and financial management was an eye opener for most of the participants. The facilitator introduced the discussions on budgeting by indicating that, it is important for every employee to have some basic knowledge in accounting/financial management relevant for appreciating and understanding the financial position of an organisation. The facilitator further explained to the participants that management decisions and actions have both financial and moral implications. He highlighted on the fact that effective financial management of NGOs/CSOs is crucial for its success. He mentioned that donor organizations give funds to NGOs/CSOs to implement projects on behalf of the

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beneficiaries, hence the need for proper management on the part of NGOs to ensure efficient and effective implementation of projects. Another interesting issue that came up for discussion was the source of funding for NGOs. Some participants sought for clarification on whether it was a good practice to source for funds from only one donor. He urged the participants to diversify their source of funding. He added that it was disadvantageous for an organization to rely on only one donor. This is because CSOs operations/projects may end abruptly if the donor decides to withdraw its support. Though participants expressed divergent views on the issue, the discussion was concluded on the points below: Accountants must keep up to date records/breakdown of sources of funding and the specific amount received from each donor. This ensures that the source and purpose of the funds are always known Credibility is crucial for the operations of CSOs. It does not matter how many donors an NGO has. Detailed proposals with specific objectives that matches the donors interest should be sent out to donors NGOs must develop effective communication and marketing strategies to publicise their activities. The facilitator stressed on the importance of carrying out research about the donors to ascertain which aspects of a project a donor would want to support. He further explained that, this would allow donors to respond to specific aspects of projects that meet their requirement and interests. Participants shared their experiences of how they have to write many proposals and deal with numerous challenges in getting sponsorship from donor agencies/organizations. On the issue of submitting proposals to donors, the facilitator urged participants to be specific with their requirements/needs. To buttress the point, he cited an example by narrating a situation between Ghana Commercial Bank (GCB) and the French government where the latter donated computers programmed in French after GCB sent a proposal requesting for computers. This he added could not be used by GCB. The facilitator therefore indicated that CSOs/NGOs should not assume that donors know what their needs are. The facilitator further stated that, CSOs should not focus only on international donors. He advised participants to also send proposals to individuals and organizations within their country for sponsorship. He also advised participants to include in their proposals, reports of previous projects that they have successfully implemented. Participants found the facilitators point on sourcing for funds within their country very interesting. However, some participants raised concerns on the difficulties associated with sourcing for funds locally. This point notwithstanding, a participant advised that CSOs should not limit advocacy to when they are about to carry out a major project/activity but must attempt to market themselves throughout the year. The facilitator further gave an example where in Ghana the general public is invited via the media to financially support or donate to the needy in their communities. He expressed the need for such practices in a country like Togo.

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Some participants raised concerns on how it was expensive to organize events for journalist in Togo. They added that the media was highly influenced by the government. The discussion brought up the following key lessons: Participants appreciated the fact that good corporate governance starts with individuals and has nothing to do with the government It is important for participants to document and submit reports to donors on project developments CSOs must join forces and press the government to address their concerns It is important for employees in CSOs to work in teams CSOs/NGOs should market themselves through advocacy in order to win public support. 3.6 Internal Control & Audits Rigorous checks and balances of the internal process of organizations are important rudiments needed in managing the finances of every organization effectively. The training discussions provided participants the platform to share their experiences and challenges in this area of managing their organizations in relation to internal controls. The facilitator reminded participants that the training sessions are not only used to teach new things but also to sharpen and build their capacities. He further stressed on the importance of constant self-evaluation by participants and warned that CSOs/NGOs should not wait for WACSI to educate them. On the matter of ensuring internal controls, a participant wanted to know why some NGOs lack the capacity to implement effective internal controls in their organizations. A participant gave an example where an office relies on a single computer for all its administrative work with its members using the same password. In response to the example, the facilitator stated that it was not a good practice in internal control for all members of an office to share the same password. He added that an organizations Secretary, Manager and Director may only be the persons who have access to the organizations e-mail password. He emphasized the need for checks and balances in an organization and added that it was important for an organization to keep records of daily activities. He advised participants to be vigilant with their organizations documentations any time they use public facilities such as the internet caf. 3.7 Budgeting The facilitator led the discussion on budgeting which he described as a scientific process. He stressed the need for CSOs to evaluate their activities and analyze their environment to assess the risks and potentials available to them. After commenting on the importance of self evaluation and scanning the environment, the participants expressed concerns about the state of corruption in Togo which affects their performance. Participants shared the following experiences: Employees returning from missions are expected to present gifts/parcels to the superiors CSOs/NGOs wait and rush to put things in order when a donor plans to visit. Another interesting question that came up for discussion by a participant was whether it was appropriate to send an award received on a mission to his organization or keep it. The facilitator stated that, though this practice would vary from one organization to the other, it is best practice to present awards to the organization since employees work on the organizations behalf.

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The facilitator stressed on the importance of cutting down on administrative cost when budgeting. He added that when funds are not properly managed and accounted for, it tends to affect the whole budget. 3.8 Financial Management for NGOs The topic was introduced by the facilitator highlighting on the fact that managing the finances of an NGO is very crucial. He based this on the fact that every decision and action by management has financial and moral/ethical implications. He emphasized that funds received by CSOs from donors to implement projects on behalf of beneficiaries must be efficiently managed. He added that any form of mismanagement on the part of the NGO would be detrimental to the donors, beneficiaries, and society at large. In order to manage funds judiciously and also ensure the sustainability of their organizations, the facilitator advised that NGOs should manage their resources and minimize cost. The facilitator advised that two or more organizations attending a conference could jointly pull their resources together and organize trips in other to minimize administrative cost. Another issue that arose which was of great interest to the participants was the matter of nursing mothers attending conferences and the kind of accommodations or rates that should be made available to them. In response, the facilitator made the participants understand that information and communication is vital and it is important for CSOs organizing projects to know the conditions of people selected for missions/training programmes and then make adequate provision for their upkeep. Concerning accommodations the facilitator made it clear that it was not about the individual but the organization in general. He added that the organization must have its own policies and procedures regarding the types and rates for lodging during missions or training outside the organizations premises. The facilitator further stated that the welfare and dignity of the employees who are sent on missions must be appreciated. A key ingredient on the subject of financial management is CSOs accountability to donors. Participants enquired on what to do with unused resources/money left at the end of a project and whether it was appropriate to spend such funds after project implementation. In response to the question, the facilitator cautioned participants that misappropriation of funds should be the last thing the management of any organization should think of. He asserted that NGOs should ensure financial accountability, as a way of maintaining credibility and preserving the NGOs image. He encouraged Civil Society Organizations to let their donors know exactly how resources are utilized. He advised CSOs to develop strategies on how to invest unused resources to expand projects and also return unspent monies to donors, as per the contractual terms. The facilitator mentioned that it is the duty of Board of Directors to ensure that the finances of CSOs are properly managed. He warned that Board of Directors should not be directly involved in the finances of the organization but advised that a good financial specialist/accountant could be employed or outsourced to manage the finances of CSOs.

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OBSERVATIONS AND RECOMMENDATIONS 4.0 Introduction

We detail below a number of recommendations. 4.1 Recommendations

Our observations and recommendations are based on the issues raised and comments on the discussions during the different sessions of the training. We recommend that CSOs should embark on Corporate Social Responsibility and advocacy in their communities in other to win public support. CSOs project team members must conduct background research on the activities/interest of donors and then send tailored/specific proposals in other to win contracts We recommend that CSOs should provide periodic feedback on status of assignments/projects to donors. Information management and proper documentation must be encouraged in CSOs operations

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