PWYP Governance Manual review 2018: summary of proposed updates

Transcription

1 PWYP Governance Manual review 2018: summary of proposed updates Introduction The PWYP Governance Manual outlines how the global PWYP coalition is governed. It was adopted in The Manual provided for a review after three years of implementation, in order to update the document based on lessons learned and best practice in organisational governance, as well as to take into account any changes in the external context. Accordingly, in 2018 a Governance sub-committee comprised of members of the PWYP Global Council (GC), Africa Steering Committee (ASC) and Board, has developed a series of proposed updates to various sections of the Governance Manual, as outlined in the table below. This summary of proposed updates is being shared with the PWYP Global Assembly (that is to say, with all of the member organisations that make up the global coalition) for comments and feedback, before the updates to the Governance Manual are endorsed at the upcoming Global Council and Africa Steering Committee meeting in Brussels on 8 November The updated Governance Manual will then be officially endorsed at the PWYP Global Assembly in January Should members have any comments or questions about the proposed updates, they are invited to share these with the PWYP International Secretariat, or via their Global Council or ASC representative, before Friday, 26 October

2 Table of proposed updates to the PWYP Governance Manual Section Principle in 2015 version Proposed revised principle/approach in 2018 (as per discussions at GC meeting in May 2018) Introduction The governance model (and PWYP s The governance model is no longer new; Section 1: registration) is new Learning from early experience of a new governance model should be formally reviewed after 3 years When the Manual was written, there was no subsidiary company, and no Foundation, so they are not referred to Provision for approval of updates to the Governance Manual: Global Assembly approves changes to the Board election/selection procedure With a newly-registered organisation which has a history as remove reference to it being so Learning and experience will continue to happen and have implications for continuing changes; review the Manual every 3 years to reflect this The Governance Manual is for PWYP the charity, and not for the subsidiary company or the Foundation; there is mention in the Manual of their existence, and the Board s responsibility in relation to them has been added to the Board ToRs; but the specifics of governance for the subsidiary company and Foundation are not in this Manual PWYP is no longer newly registered; its history still matters, but it is not necessary Proposed revised principle/approach in 2018 (to be endorsed by GC and ASC in November 2018) In line with company law, the Global Council approves the changes to the Board election/selection procedure, via their role in approving changes to the PWYP Articles of Association Page (2015 English version)

3 Historical Background Section 2: Membership an unregistered organisation, it is important to outline that history as background, to understand and participate in the governance model For all national coalitions, the Global Council is responsible for applications and recommendations on membership to the Board The Global Council makes recommendations to the Board on new coalition membership, to ensure the Board s overall legal and fiscal oversight Where there is no national coalition, individual organisations may apply for membership; this will be processed and decided by the Secretariat, with the GC informed. PWYP will invite prominent advocates for its cause to be Patrons to provide the level of detail in the 2015 version. Retain the section, but shorten it The Africa Steering Committee is now 7 responsible for applications from coalitions within Africa, as per the PWYP Africa Charter (adopted at the PWYP Africa Conference in 2017 and finalised by the ASC in January 2018) As there are no legal or fiscal implications 7 when a new coalition becomes a member of PWYP, the system can be streamlined: the Global Council should decide, no longer making recommendations to the Board. The Board should be informed. No change proposed. 7 PWYP will invite prominent advocates for its cause to be patrons. (While no patrons have been approached thus far, the principal is maintained for the future). 7 2

4 Section 3: Terms of Reference Coalitions should be expected to complete the annual membership survey PWYP Operating Principles TOR summary chart Global Assembly TOR Global Council and Board are sure to develop some methods of work, but this is only implicit in the ToRs The Governance Manual was developed before registration of PWYP, i.e. before the Memorandum & Articles were There is no longer an annual membership survey to complete; members should be expected to respond to surveys and other calls for data and information, as required Both Global Council and Board should take responsibility for developing their own methods of work; add this to their Terms of Reference to make it explicit The Governance Manual should be explicit about quorum for both the Board and the GC. ToRs for both Global Council and Reference to the Operating Principles framework has been included in this section (but not the framework itself, to allow for flexibility to update it on a more regular basis). The framework is reviewed on an ongoing basis by the Governance sub-committee, and updates endorsed by both the GC and ASC. Updated versions to be circulated to members via the lists. All summary roles updated as per detail below (including reference to the ASC s role in approving coalition affiliations) Definition has been clarified and refers to both the global membership and the three-yearly meeting , 15 14, 15 3

5 Section 4: Role Descriptions written. The Memorandum and Articles make reference to quorum The Board should approve disciplinary and grievance policies The Global Council is responsible for conducting the elections for civil society members of the EITI Any new Regional Steering Committees should follow the model of the Africa Steering Committee; the detailed Terms of Reference for the ASC are in the Governance Manual Global Council and Board members need to be very clear about their positions and responsibilities, so every detail is included in this section, even if it is a repeat of other sections of the Governance Manual Board now specify the required quorum, in line with the Articles. The Board should approve all policies (i.e. the principle is now broad and does not require constant updating to list all new policies) The EITI Constituency guidelines review is underway with a view to completion by July The Governance Manual will be updated on this point to reflect the outcomes of that review. Any new Steering Committees should follow the model of the Africa Steering Committee, but its detailed ToRs do not need to be in the Governance Manual as they are captured in the PWYP Africa Charter. Reference to the PWYP Africa Charter to be made in the Manual. Global Council and Board members are familiar enough now with other sections of the Governance Manual; there is no need for repeated information, so reference in the Role Descriptions to election, selection and period of office are not needed. Following the review of the EITI Constituency Guidelines, this role has been removed (as per the consultation undertaken by the current EITI international board members with all constituencies)

6 Section 5: Election/ Selection of Global Council and Board Global Council/Board Liaison Person is referred to, but their role is not explicitly laid out Board selection and election is based on the principle that a majority should come from nominations/election through the membership. Three Board members are nominated by members and elected by the Global Council; one Global Council member is elected by the Global Council to be the Liaison Person between Board and Global Council; up to three people are selected for their skills, filling skills gaps arising from the election process. The Board is a maximum of seven people. Where Board members are selected for skills, the Board makes this decision and informs the Global Council Global Council/Board Liaison Person needs an explicit Role Description; this is now included (as per the TOR agreed by the GC at the meeting in September 2016) Global Council election process has not been edited yet; decision needed at May 2018 meeting on best option. Board selection and election should be based first and foremost on the need for the right range of skills; in addition to the principle of member-led ownership. Where Board members are selected for skills, this is done by a Selection Committee of the Global Council, and no longer by the Board itself In order to ensure gender balanced representation on the GC, the gender of each GC representative will alternate at each GC election. Up to six Board members are selected for their skills by the board; three are elected through nominations from members and election by the Global Council. The Board will be a maximum of nine people. This update reflects the proposal put to the GC for approval at this (November 2018) meeting There is no longer any change proposed to the 2015 version which is already in line with best practice under charity law. 19,

7 Election of Board members takes place mid-way between elections to the Global Council (after about 18 months), so that Global Council members are well established in their roles before being required to vote, i.e. the assumption was that Board terms would be collective. Periods of office for Board members and Global Council members are up to two terms of three years each Since Board members serve, and are accountable, as individuals in their own right, their terms are not collective and so no reference should be made to staggering of board and GC elections, since collective board elections do not happen in practice. This revision essentially clarifies an error from the 2015 version. Periods of office for Board members are up to three terms of three years each. Period of office of GC members is two, non-consecutive, three year terms due to gender of GC representative changing at each election ,32 Section 6: Codes of Conduct Section 7: Operational Practice and Guidelines Members of the Global Council and Board should be guided by a Code of Conduct that they sign on taking up their role Board and Global Council should develop their operational methods and record them in this section of the Governance Manual. There have been no material changes to the Code of Conduct Terms of Reference for both Board and Global Council have been modified to make explicit their responsibility for developing methods of working; inserting them in the Governance Manual is not helpful, though, since they are likely to be regularly reviewed and updated and so this section to be removed from the Manual

8 Appendix 1 Coalition Membership Standards This section will be updated to reflect the Operating Principles Framework that is under development Appendix 2 Protection Strategy Experience in the last three years indicates that the Protection Strategy is more meaningful in a regional, rather than a global, context. Strategy to be removed but principle of PWYP developing strategies to support and enable member protection to be maintained in the Manual through the references in the ToRs of both the Board and the Global Council. Appendix 3 Disclosure policy Specific policy to be deleted (since there are now many more policies and including them in the Governance Manual does not allow for flexibility of updating them as necessary); reference to where/how policies can be accessed to be included instead. Reference is now made to the Operating Principles pilot (page 9) no revisions to this Appendix 41 onward 7