Develop a Strong Board
|
|
- Dorthy Morton
- 6 years ago
- Views:
Transcription
1 Develop a Strong Board
2 Introduction The board of directors provides oversight for all of the activities in the organization; it is the ultimate decision-making authority and the protector of resources, both human and financial. People who sit on boards are there because they have an interest in the organization s mandate the reason the organization exists and the clients it serves. This means board members often have a strong personal or emotional connection to the organization and its cause. They can be passionate advocates and champions, not only for clients, but also for the people the employees and volunteers who carry out the work of the organization. Board members think at the strategic level and they generally bring a particular skill set required by the organization, such as financial, legal, human resources, or strategic planning expertise. Working together, it is this group of people who decide what the organization needs to achieve and how to do it, in other words, the vision and mission for the organization. The executive director and staff, if there is one implement the vision through an annual operating plan, updating the board regularly during the year about how things are going and advising of any matters for concern or attention. The board also sets the tone and standards for how people are treated, within and outside of the organization. They do this by example and also through policy, by-laws and by hiring and managing the executive director. By understanding the different roles and responsibilities represented on the board, and by giving each member the resources and documentation they need, you can ensure a smoother onboarding process for each member and more cohesive, effective board dynamics. This toolkit is designed to help you define board roles and responsibilities, set board policies, recruit board members, and orient them to their new role so they can contribute confidently and meaningfully to the success of your non-profit organization. StepUp BC Build a Strong Board 2
3 Set the expectation To perform competently and confidently, every board member needs to understand the ethics and standards they ll be held accountable to as they perform their duties. This section defines the role of the executive committee of the board and provides information about important board member responsibilities and expectations. The executive committee An executive committee manages the operations of the board of directors and usually has some decision-making authority. The authority of an executive committee is set by the organization s by-laws. The executive committee is usually comprised of the president, vice-president, treasurer and secretary of the board. Membership may also be extended to other subcommittee chairs. The executive committee usually has the authorization to act and make decisions on behalf of the entire board. It may be called upon to make decisions on issues that arise between regularly scheduled board meetings and it may be responsible for other activities such as conducting an evaluation of the executive director. The executive committee must provide the board with details of any decisions made or actions taken during their absence. Fiduciary duties Every board director holds a position of trust. This is because he/she has the power and obligation to act on behalf of the organization. An association based on trust is called a FIDUCIARY relationship. A fiduciary is one that stands in a special relation of trust, confidence, or responsibility in his/her obligations to others. Regardless of the structure of an organization or its mandate, all directors have a fiduciary duty to perform with care, diligence and skill. Boards of directors are expected to operate in good faith and with the best interests of an organization in mind. Directors of charitable organizations may be held to a different standard of conduct than those who manage non-profit organizations that are not charitable. This is because the courts treat directors and officers of charitable organizations as TRUSTEES, setting a higher standard of care. A trustee is one who holds legal title to property that other people have the right to benefit from. StepUp BC Build a Strong Board 3
4 TIP: Encourage your directors to attend board meetings regularly, make reasonable inquiries into the day-to-day management of the organization, participate in making decisions, and ensure the selection of qualified and responsible management and staff. This will be the best way for them to provide the proper standard of care that is expected from them. TIP: You can help directors be prepared for meetings by providing copies of relevant documents and reports on the agenda prior to meetings, and encouraging directors to ask questions if anything is not clear. Conflicts of interest Avoiding conflict of interest situations is a key legal responsibility of a board member and considered to be a part of their fiduciary responsibility. A conflict of interest occurs when an individual s private interest differs from his or her professional obligation to an organization. For example, most non-profit organizations in Canada specify that board members cannot gain financially from their involvement with a non-profit organization because their personal gain could conflict with the best interests of the organization and its mission. You can help your board members avoid conflicts of interest by establishing guidelines or policies to define how the concept applies in this context and indicate how best to disclose the situation to avoid or minimize the potential conflict. Conflicts of interest don t occur exclusively at the board level. Employees and volunteers can also find themselves in conflict of interest situations. For this reason, non-profit organizations should prepare conflict of interest guidelines and/or policies for board members, employees, and volunteers. This information was sourced from the Community Sector Council of Newfoundland and Labrador website at Policies and by-laws In BC, a non-profit organization is a society, formed under the Society Act. The Act requires that organizations create by-laws. These by-laws define the rules for how the organization will operate. StepUp BC Build a Strong Board 4
5 For example, in BC, the Act requires that by-laws must contain provisions for seven specific matters. These matters include the procedure for calling a general meeting, the duties of directors, the appointment and removal of directors and officers and their duties, and powers and remuneration. Additional by-laws may also be added at the organization s discretion. More information about by-laws and the Society Act can be found online here. ( The boards of non-profit organizations normally govern by establishing policies. A policy is any written statement approved by the board that: 1. Articulates and defines important objectives, principles or values 2. Limits or prescribes what kind of action will be taken in different situations 3. Defines roles, responsibilities and authority General policies should also be set that are subject to change by the board of directors at any time. In general, most non-profit organizations limit the number of policies designated as formal by-laws and focus their attention instead on creating other key policies. This gives the board of directors the flexibility and opportunity to identify organizational practices that are important, yet be able to easily modify them when necessary. This is often referred to as "governing by policy." StepUp BC Build a Strong Board 5
6 Key areas for policy setting include: Organizational mission, objectives and values. Role and responsibilities of the board. Board decision making and meeting practices (usually covered in part by bylaws). Conflict of interest. Board member conduct. Role, responsibilities, and authority of the executive director or CEO. Financial management. Personnel, hiring and other human resource practices. Treatment and protection of consumers, customers, clients or users. Fundraising (including ethical considerations). Advocacy and public education. Accountability to members, stakeholders and community (this may be partially addressed by by-laws in references to annual general meeting and annual financial report). StepUp BC Build a Strong Board 6
7 Define the roles Being on a board of directors is really a job. And while directors may be passionate about your organization and its mandate, they are also generally busy and pressed for time. Many have full time jobs in addition to their board responsibilities. Providing a clear definition of each board role will help your directors perform their roles efficiently and make the best use of their time. Role descriptions Just as job descriptions are essential for employees, role descriptions are essential for your board members. Each director needs to know the extent and the limitations of his/her responsibilities so they can lead the organization effectively. Each board role has a different set of responsibilities and duties, with the chairperson or president, the secretary, the treasurer and the vice chair all holding additional responsibilities above and beyond those of ordinary board members. If a board has committees, then each Committee Chairperson will have special duties. You will likely need to create up to six position descriptions: board member, president or chairperson, vice president, treasurer, secretary and committee chairperson. Key job responsibilities for each position are listed below, along with a role-description template that can be used to create role descriptions for each board member position. Board member Approve, where appropriate, policy and other recommendations received from the Board, its standing committees and senior staff. Monitor all Board policies. Review the by-laws and policy manual, and recommend by-law changes to the membership. Review the Board s structure, approve changes, and prepare necessary by-law amendments. Participate in the development of the organizational plan and annual review. Approve the organization s budget. StepUp BC Build a Strong Board 7
8 President Provides leadership to the Board of Directors. Makes sure the Board adheres to its by-laws and constitution. Prepares the Board s agenda with input from Board Members and the senior staff person. Chairs meetings of the Board. Encourages Board members to participate in meetings and activities. Keeps the Board s discussion on topic by summarizing issues. Keeps the Board s activities focused on the organization s mission. Evaluates the effectiveness of the Board s decision-making process. Chairs meetings of the Executive Committee. Makes sure that committee chairpersons are appointed. Orients Board Members and committee chairpersons to the Board. Serves as ex officio member of committees and attends their meetings when needed. Makes sure there is a process to evaluate the effectiveness of Board Members, using measurable criteria. Vice chairperson or president elect Acts in the absence of the Chairperson. Serves on the Executive Committee. Learns the duties of the Chairperson and keeps informed on key issues. Works closely as consultant and advisor to the Chairperson. Prepares to serve a future term as Chairperson. Chairs at least one major committee. Acts as a signing officer for cheques and other documents. Orients the new Vice-Chairperson. StepUp BC Build a Strong Board 8
9 Treasurer Serves on the Executive Committee. Gives regular reports to the Board on the financial state of the organization. Keeps financial reports on file. Chairs the Finance Committee. Orients the new Treasurer. Acts as signing officer, with another officer or Executive Director for cheques and other documents. Secretary Serves on the Executive Committee. Keeps copies of the organization s by-laws and the Board s policy statements. Keeps lists of officers, Board Members, committees and General Membership. Notifies Board Members of meetings. Brings official minute book to meetings. Keeps record of Board attendance. Makes sure that there is a quorum at Board meetings. Keeps accurate minutes of meetings. Records all motions and decisions of meetings. Signs Board minutes to attest to their accuracy. Records all corrections to minutes. Keeps copies of minutes of both Board and committee meetings. Distributes copies of minutes to Board Members promptly after meetings. Conducts general Board correspondence. Keeps records of all Board correspondence. Signs Board minutes and corrections to confirm their accuracy. Signs official documents of the organization as required. Files the annual return, amendments to the by-laws and other incorporating documents with the Corporate Registry. Makes sure members are notified of General Meetings. StepUp BC Build a Strong Board 9
10 In the absence of the Chairperson and Vice-Chairperson, chairs Board meetings until the election of an alternate Chairperson. Orients the new Secretary. Committee Chairperson Reviews the terms of reference and mandate of the committee as outlined by the Board. Recruits an appropriate number of committee members to carry out the mandate. Orients members to the committee s mandate and position in the organization. Calls committee meetings and develops agendas with the input of the members. Encourages members to participate. Keeps discussion on topic by summarizing issues. Guides the committee through its meetings to fulfill the committee s purpose. Recognizes each member s contribution to the committee s work. Delegates appropriate tasks to individual committee members. Knows staff members role on committees and makes sure they have an opportunity to be heard before recommendations are sent to the Board. Plans and evaluates the committee s work with the help of the members. Makes sure meeting minutes and other relevant information are recorded and filed. Reports the committee s progress to the Board of Directors and the membership on a regular basis. Orients the new Board committee Chairperson. These sample role descriptions are sourced from the workbook Board Development: Developing Job Descriptions for Board Members of Non-profit Organizations developed by The Muttart Foundation and Alberta Culture and Community Spirit ( StepUp BC Build a Strong Board 10
11 Role-description template Use the Role-description template in the appendix to create clear role descriptions for each board position. Recruit board members Most directors are appointed to a board by being nominated by someone and then being elected by the membership of the non-profit organization. Regardless of how they get there, it is in your organization s interest to always be on the lookout for good board candidates. A well-rounded board of directors can offer vision and direction to an organization as well as provide essential skills and offer connections to the community, government, and business. Board members hold their position on the board for a specific term, which can range from one to four years depending on the organization. To ensure continuity, terms are often staggered so that not all of the Directors change at once. As a result, recruiting new board members is an ongoing process. Here are some tips to help you identify and recruit the board-level talent your organization needs: Plan ahead. Carefully consider the skills you require and recruit people with skills that are currently lacking at the board level. Keep an active list of potential candidates. Start compiling names and thinking about potential candidates and the skills they offer well in advance of the time you plan to recruit. This will give you plenty of time to consider individual skills and contributions. Be honest about the commitment and clearly communicate the time and effort that s required. Consider the amount of committee work, advocacy activities, informal consultations, organizational events, and so on. It s all in the attitude. Be positive when you approach potential board members. After all, you are not asking them for a favour it s an honour to be part of your great organization. Match interests and need. Have a board composition that blends people who are passionate about your cause with people who can meet the specific needs of your organization. It s important to have strong, committed advocates, but you may also need tax advice, policy direction, human resource management skills, and so on. Think about potential conflicts of interest. Candidates who have connections in the area of your group s interests are ideal, but not if it means you will always be competing for the same donors or funders. It is unfair to ask someone to sit StepUp BC Build a Strong Board 11
12 on your board if the potential exists for him or her to be in a conflict of interest with another organization for which they volunteer or work. Diversity is key. Engaging people with different education, careers, connections and life experiences will make for a lively board with varying opinions where the best ideas will flourish. Reach out to new sources of talent. New board members won t fix old problems. If there is a lot of conflict on your board, strained relations between board and staff, or miscommunication about roles and responsibilities, recruiting new board members will not solve these problems. Long-term, deep-rooted problems of a board should be examined and solved BEFORE new members are recruited. Personal requests work best. General calls for board members might generate some interest, but the best boards go after the candidates they want and ASK them to participate. More information about recruiting board members is available at the links below: Avoid the pitfalls in recruiting board members ( 10 stop signs on the road to board recruiting ( StepUp BC Build a Strong Board 12
13 Orientation When new directors are appointed to the board, it is important that they receive an orientation to help them understand your organization and their new role. A ready-to-go, easy-to-read board binder can really help with the onboarding process and provide an invaluable reference throughout each board member s tenure. A board binder clearly describes the organization, outlines the responsibilities of board members, and presents key information. Below are some suggestions on information to include. Remember to keep it short and simple, and update it regularly. The board binder can be distributed in a printed format, or it can be kept online where board members can access it any time. What to include Board binders can include any information you feel is relevant to your board members, but at a minimum, they should include: Contact lists of board members and staff Job or role description for board members Terms of reference (the purpose and structure) for the executive committee (president, vice-president, treasurer, secretary) A copy of the organization s articles of incorporation and by-laws (where applicable) A description of the organization s mission and goals, services and programs and staff structure The organization s strategic plan Board policies Financial management Use the Board-binder template in the appendix to assemble the components needed to develop binders for your board of directors. You can adapt the template to fit the needs of your organization. StepUp BC Build a Strong Board 13
14 Evaluate performance Research has shown that non-profit boards that take time to regularly assess their performance are more effective than those that don t. When it comes to this type of evaluation, self-assessments can be very effective. Board members and those who connect to the board on a regular basis often have some great ideas about what is working and what might be done better. One way to tap into this knowledge and encourage board members and boardconnected individuals to contribute to improving board performance is to distribute a questionnaire. When summarized and analyzed, the results can provide a good basis for learning, evolving, and fine-tuning board performance. Have them complete a well-designed-and-tested questionnaire covering all facets of board performance. For a well designed and tested questionnaire covering many important facets of nonprofit board performance, try questionnaire at Boardcheckup.com. This questionnaire was developed based on prior research into issues that affect the effectiveness of nonprofit boards. The website provides secure access to a board-performance selfassessment questionnaire that can be used by your organization at no charge. The services provided through this website are part of a sponsored research project on board effectiveness being carried out by Professors Vic Murray of the School of Public Administration, University of Victoria, CANADA and Yvonne Harrison of Rockefeller College of Public Affairs and Policy, University at Albany, SUNY, USA. StepUp BC Build a Strong Board 14
15 Appendix Role-description template Review the instructions and guidelines provided under each header, and replace them with information that reflects your organizational needs and preferences. Position Title: [Board Member s title] Department/Team: Board of Directors Authority: [What authority does this position have?] Job Summary Provide a brief description of the general nature of the position, an overview of why the role exists, and what the role is to accomplish. Primary Responsibilities List the essential responsibilities that must be performed by the Director in this role. Aim for a blend of clarity about the expectations for the role with flexibility to accommodate changes to the organization s needs. A few tips on writing this section: List the primary duties and responsibilities in order of importance. Begin each statement with an action verb. Use the present tense of verbs. Use gender neutral language such as s/he. Where appropriate use qualifiers to clarify the expectations where, when, why or how often. For example, instead of Attend meetings, write, Attend quarterly evening meetings in various locations across BC, in person or by telephone. Avoid words that are open to interpretation. For example, instead of Review organizational policies, write, Provide input to advance drafts and vote on the approval of any new or revised organizational policies. Education and Professional Designations List the minimum required level of education, certificates, licenses, or other professional designations. StepUp BC Build a Strong Board 15
16 Key Competencies List the minimum levels of competencies required for the role. Experience List the minimum level of experience required to perform the role effectively. For example: Previous experience as a board member for a non-profit organization, or Previous experience on an audit committee of a board of directors. Term Specify the length of time preferred to serve in the position. Include details on how board members are elected, and what the process is for leaving the board. Evaluation Describe the process by which board members effectiveness will be assessed. Benefits List the rewards or reimbursements the board member may receive while performing his/her role. (For example: payment of expenses, liability insurance, experience, professional reference.) Time and Financial Requirements Provide a realistic estimate of the time commitment required to be a board member, and list any costs or expenses the board member may need to pay for. Approved by: [Signature of the person with the authority to approve the description of the role] Date Approved: [Date upon which the description was approved] StepUp BC Build a Strong Board 16
17 Template for a Board Binder Board Binder Checklist Areas to be Covered Description Completed Yes No Information about the Board and the Organization Contact lists of board members and staff List the names, addresses, and phone numbers of the board members. Job Description for Board Members A job description for board members outlining primary responsibilities, qualifications, and requirements. Terms of Reference- Executive Committee Describe the purpose, structure, membership, and the responsibilities of the Executive Committee. Articles of Incorporation and By-laws (where applicable) See Industry Canada, Creating a Not-forprofit Corporation ( for more information and examples. Mission, Services and Programs Staff Structure Strategic Plan Your organization s mission statement. Describe the services and programs provided. A statement of the organization s updated strategic plan. Describe where the organization is going. StepUp BC Build a Strong Board 17
18 Board Policies Role of the Board Conflict of Interest Guidelines Risk Management Strategy Nomination procedure for new board members Travel Remuneration Procedures Sexual Harassment/Gender Free Language Policy (if applicable) See Imagine Canada ( for additional resources. Financial Structure and policies related to cheque signing Insurance policy (Director s Liability information if applicable) Media/Public Relations Policy Financial Management Up-to-date audited financial statements An up-to-date financial statement helps the board members to understand the StepUp BC Build a Strong Board 18
19 organization s past financial performance. Copy of the current budget The budget explains how resources are allocated toward accomplishing current organizational goals. Copy of the most recent Annual Report The Annual Report helps board members get an overview of the organization s achievements and challenges in the past year. Other Information Goals for the upcoming year Operational goals the organization is focusing on for the upcoming year. Sample of minutes from previous board meetings Sample minutes to illustrate the procedure of meetings and how minutes are taken. On-board signing form A form outlining the board member s commitment, role and responsibilities which the board member can sign and return. Brochures and other promotional materials Include a few, not every article ever written about the organization. StepUp BC Build a Strong Board 19
20 About StepUp BC The non-profit sector contributes as much to this province as traditional sectors such as construction, mining and agriculture and its greatest resource is its people. StepUp BC supports British Columbia s non-profit sector in finding creative solutions for attracting, retaining and developing the talent it needs to thrive. We focus on six key areas: Developing existing talent. We provide a range of strategies to help non-profit organizations maximize their existing talent. Recruiting new talent. We help potential candidates see the exciting opportunities a career in the non-profit sector offers. Preparing for leadership succession. We provide guidance on formal succession planning and long-term sustainability. Increasing workforce diversity. We support improved representation through greater gender, age, ethnic and cultural diversity. Ensuring employee satisfaction. We promote the appreciation, recognition and development of varied skill sets. Telling a new story. We re changing perceptions by spotlighting the non-profit sector as a catalyst for revitalization and growth. Whether you are leading a non-profit organization, working for one or considering the non-profit sector as a career choice, StepUp BC can connect you to the tools and information you need to succeed. Learn more at StepUpBC.ca Funding provided through the Canada-British Columbia Labour Market Development Agreement StepUp BC Build a Strong Board 20
OPTINOSE, INC. CORPORATE GOVERNANCE GUIDELINES
OPTINOSE, INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of OptiNose, Inc. (the Company ) has adopted these Corporate Governance Guidelines (these Guidelines ) to assist the Board
More informationCOMMUNITY ADULT LEARNING PROGRAM OPERATING REQUIREMENTS TOOLKIT SECTION 1. GOVERNANCE
COMMUNITY ADULT LEARNING PROGRAM OPERATING REQUIREMENTS TOOLKIT SECTION 1. GOVERNANCE 1. Governance Governance has been defined as the art of steering an organization, ensuring that strategic goals are
More informationGOLD FIELDS LIMITED. ( GFI or the Company ) BOARD CHARTER. (Approved by the Board of Directors on 16 August 2016)
1 GOLD FIELDS LIMITED ( GFI or the Company ) BOARD CHARTER (Approved by the Board of Directors on 16 August 2016) 2 1. INTRODUCTION The Board Charter is subject to the provisions of the South African Companies
More informationSHAW COMMUNICATIONS INC. BOARD OF DIRECTORS MANDATE
SHAW COMMUNICATIONS INC. BOARD OF DIRECTORS MANDATE This Mandate of the Board of Directors (the Board ) of Shaw Communications Inc. (the Corporation ) was adopted October 23, 2014. I. Mandate The Board
More informationF5 NETWORKS, INC. CORPORATE GOVERNANCE GUIDELINES (as of July 10, 2015)
F5 NETWORKS, INC. CORPORATE GOVERNANCE GUIDELINES (as of July 10, 2015) 1. Director Selection Annually the Board of Directors of F5 Networks, Inc. ( F5 or the Company ), led by the Chair of the Board,
More informationBuilding and Maintaining a Business Advisory Board... 2 Engaging Business Advisory Board Members... 3 Business Advisory Board Frequently Asked
0 Building and Maintaining a Business Advisory Board... 2 Engaging Business Advisory Board Members... 3 Business Advisory Board Frequently Asked Questions... 4 Sample Documents: Business Advisory Board
More informationGOVERNANCE GUIDELINES OF THE NATIONAL ASSOCIATION OF CORPORATE DIRECTORS
GOVERNANCE GUIDELINES OF THE NATIONAL ASSOCIATION OF CORPORATE DIRECTORS TABLE OF CONTENTS Title Page 1. History 3 2. Foreword 4 3. Mission and Vision Statement 5 4. Board Membership 5 Size of Board Mix
More informationBOARD SELF-EVALUATION TOOL
BOARD SELF-EVALUATION TOOL The following assessment tool is to be completed at a meeting of the Board of Directors. We believe that this assessment can be completed in about 30 minutes, but the more time
More informationStandards for Excellence Program Organizational Self-Assessment Checklist
Standards for Excellence Program Organizational Self-Assessment Checklist Instructions for using the checklist: if the organization has met the standard, X if the organization has not met the standard,
More informationEATON CORPORATION plc Board of Directors Governance Policies Last Revised: October 24, 2017 Last Reviewed: October 24, 2017
111117 EATON CORPORATION plc Board of Directors Governance Policies Last Revised: October 24, 2017 Last Reviewed: October 24, 2017 I. BOARD ORGANIZATION AND COMPOSITION A. Size and Structure of Board.
More informationBOARD OF DIRECTORS RYDER SYSTEM, INC. CORPORATE GOVERNANCE GUIDELINES
BOARD OF DIRECTORS RYDER SYSTEM, INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors of Ryder System, Inc. has adopted the following Corporate Governance Guidelines to assist the Board in the exercise
More informationMISSION STATEMENT. Board Mission Statement and Charter February DTCC Public (White)
THE BOARD OF DIRECTORS OF THE DEPOSITORY TRUST & CLEARING CORPORATION THE DEPOSITORY TRUST COMPANY FIXED INCOME CLEARING CORPORATION AND NATIONAL SECURITIES CLEARING CORPORATION MISSION STATEMENT The Boards
More informationBoard Recruitment For Nonprofit Organizations A Sample Handbook
Board Recruitment For Nonprofit Organizations A Sample Handbook 2012 INTRODUCTION A well-functioning Board of Directors is essential for nonprofit organizations not only to meet legal requirements, but
More informationCORPORATE GOVERNANCE GUIDELINES
CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of Gildan Activewear Inc. ( Gildan or the Company ) considers strong and transparent corporate governance practices to be an important
More informationTHOMSON REUTERS CORPORATE GOVERNANCE COMMITTEE CHARTER
THOMSON REUTERS CORPORATE GOVERNANCE COMMITTEE CHARTER ADOPTED EFFECTIVE MARCH 1, 2017 TABLE OF CONTENTS 1. PURPOSE... 1 2. MEMBERS... 1 3. RESPONSIBILITIES... 1 4. REPORTING... 5 5. REVIEW... 6 6. ASSESSMENT...
More informationCORPORATE GOVERNANCE KING III COMPLIANCE
CORPORATE GOVERNANCE KING III COMPLIANCE Analysis of the application as at March 2013 by AngloGold Ashanti Limited (AngloGold Ashanti) of the 75 corporate governance principles as recommended by the King
More informationACCENTURE PLC CORPORATE GOVERNANCE GUIDELINES
ACCENTURE PLC CORPORATE GOVERNANCE GUIDELINES These Corporate Governance Guidelines (these Guidelines ) have been adopted by the Board of Directors (the Board ) of Accenture plc ( Accenture or the company
More informationVOLUNTEER DEVELOPMENT
VOLUNTEER DEVELOPMENT BUILDING A STRUCTURE FOR FUTURE LEADERS TO EMERGE Sarah Sheila Birnbach President Birnbach Success Solutions (301) 530-6300 office (240) 401-3440 mobile sheila@birnbachsuccesssolutions.com
More informationDIAMOND OFFSHORE DRILLING, INC. Corporate Governance Guidelines
Revised 19 October 2009 DIAMOND OFFSHORE DRILLING, INC. Corporate Governance Guidelines Introduction The following Corporate Governance Guidelines ( Guidelines ) have been adopted by the Board of Directors
More informationHF GROUP LIMITED BOARD CHARTER
The primary objective of the Group's Board Charter is to set out the responsibilities of the Board of Directors ("the Board") of HF Group and its subsidiaries. The Board of the Parent Company, HF Group,
More informationIMMUNOGEN, INC. CORPORATE GOVERNANCE GUIDELINES OF THE BOARD OF DIRECTORS
IMMUNOGEN, INC. CORPORATE GOVERNANCE GUIDELINES OF THE BOARD OF DIRECTORS Introduction As part of the corporate governance policies, processes and procedures of ImmunoGen, Inc. ( ImmunoGen or the Company
More informationOPPORTUNITY PROFILE. Senior Advisor & Council Relations
OPPORTUNITY PROFILE Senior Advisor & Council Relations ABOUT THE ASSOCIATION OF PROFESSIONAL ENGINEERS AND GEOSCIENTISTS OF ALBERTA (APEGA) The Association of Professional Engineers and Geoscientists of
More informationJACOBS ENGINEERING GROUP INC. CORPORATE GOVERNANCE GUIDELINES
JACOBS ENGINEERING GROUP INC. CORPORATE GOVERNANCE GUIDELINES Role of the Board of Directors The primary responsibilities of the Board of Directors of the Company (the Board ) are oversight, counseling
More informationBOARD OF DIRECTORS GUIDELINES
BOARD OF DIRECTORS GUIDELINES Introduction The Terms of Reference for the Board of Directors define the role of the Board at BC Hydro. The Board of Directors Guidelines outline how the Board will operate
More informationNew York-New Jersey Trail Conference Board of Directors - Functions Approved by the Board March 23, 2004
New York-New Jersey Trail Conference Board of Directors - Functions Approved by the Board March 23, 2004 The Board of Directors is the governing body of the New York-New Jersey Trail Conference (Trail
More informationBOARD CHARTER TOURISM HOLDINGS LIMITED
BOARD CHARTER TOURISM HOLDINGS LIMITED INDEX Tourism Holdings Limited ( thl ) - Board Charter 2 1. Governance at thl 2 2. Role of the Board 3 3. Structure of the Board 4 4. Matters Relating to Directors
More informationH.E.S.T. Australia Limited. (as Trustee for the Health Employees Superannuation Trust Australia) Governance Disclosures
H.E.S.T. Australia Limited (as Trustee for the Health Employees Superannuation Trust Australia) Governance Disclosures April 2016 Page 2 of 20 Contents 1. Overview... 4 2. Board Charter... 4 2.1 Introduction...
More informationPRESIDENT. Requirements: Must be an SHRM member in good standing for entire term of office.
PRESIDENT Provide leadership to the local chapter consistent with state, regional, and SHRM policy, strategies and objectives. Effectively operate the chapter so that the needs of the members are met.
More informationINTUIT INC. CORPORATE GOVERNANCE PRINCIPLES FOR THE BOARD OF DIRECTORS as amended July 20, 2017
A. INTRODUCTION INTUIT INC. CORPORATE GOVERNANCE PRINCIPLES FOR THE BOARD OF DIRECTORS as amended July 20, 2017 The Board of Directors of Intuit Inc. has adopted these governance principles to assist it
More informationAPOGEE ENTERPRISES, INC. CORPORATE GOVERNANCE GUIDELINES
APOGEE ENTERPRISES, INC. CORPORATE GOVERNANCE GUIDELINES The business of Apogee Enterprises, Inc. ( Apogee or the Company ) is managed under the direction of the Company s Board of Directors ( Board ).
More informationHOW TO CREATE A NON-PROFIT GROUP
Legal Assistance Centre Windhoek Namibia 2008 HOW TO CREATE A NON-PROFIT GROUP Introduction There are many types of groups that work for the benefit of the community in Namibia. These groups are often
More informationNATIONAL VISION HOLDINGS, INC. CORPORATE GOVERNANCE GUIDELINES
NATIONAL VISION HOLDINGS, INC. CORPORATE GOVERNANCE GUIDELINES INTRODUCTION The Board of Directors (the Board ) of National Vision Holdings, Inc. (the Company ) has adopted these corporate governance guidelines
More informationCANADIAN NATIONAL RAILWAY COMPANY CORPORATE GOVERNANCE MANUAL. Approved by the Board of Directors. on March 2, and last updated as at
CANADIAN NATIONAL RAILWAY COMPANY CORPORATE GOVERNANCE MANUAL Approved by the Board of Directors on March 2, 2004 and last updated as at March 7, 2017 TABLE OF CONTENTS 1. OVERVIEW... 3 2. BOARD OF DIRECTORS...
More informationWELLS FARGO & COMPANY CORPORATE GOVERNANCE GUIDELINES
WELLS FARGO & COMPANY CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of Wells Fargo & Company (the Company ), based on the recommendation of its Governance and Nominating Committee,
More informationBOARD OF DIRECTORS MANDATE
Page 1 BOARD OF DIRECTORS MANDATE The Board of Directors of SNC-Lavalin Group Inc. (the Corporation ) supervises the management of the Corporation s business and affairs. 1 Composition. The articles of
More informationCOLLEGE OF PHYSICIANS AND SURGEONS OF ONTARIO GOVERNANCE PROCESS MANUAL
COLLEGE OF PHYSICIANS AND SURGEONS OF ONTARIO GOVERNANCE PROCESS MANUAL December 2016 Table of Contents Governance Roles and Responsibilities Table of Contents OVERVIEW OF GOVERNANCE... 3 GOVERNANCE ROLES
More informationHARRIS CORPORATION CORPORATE GOVERNANCE GUIDELINES OF THE BOARD OF DIRECTORS
HARRIS CORPORATION CORPORATE GOVERNANCE GUIDELINES OF THE BOARD OF DIRECTORS I. INTRODUCTION. The Board of Directors (the Board ) of Harris Corporation (the Corporation ), acting on the recommendation
More informationEstia Health Limited ACN ( Company ) Approved by the Board on 17 November 2014
Board Charter Estia Health Limited ACN 160 986 201 ( Company ) Approved by the Board on 17 November 2014 Board Charter Contents 1 Purpose of this charter 1 2 Role and responsibilities of the Board 1 2.1
More informationMPAC BOARD OF DIRECTORS MANDATE
MPAC BOARD OF DIRECTORS MANDATE The Municipal Property Assessment Corporation Act is the foundation of the governance model that establishes Municipal Property Assessment Corporation (MPAC) and sets out
More informationPOLICY AND PROCEDURE. Trustee Recruitment and Induction. Solihull Life Opportunities. Policy Statement
POLICY AND PROCEDURE Trustee Recruitment and Induction Category: Human Resources Solihull Life Opportunities St Andrew s Centre Pike Drive Chelmsley Wood Birmingham B37 7US Charity No. 1102297 England
More informationCrown Agency Corporate Governance
Crown Agency Corporate Governance A Good Practices Checklist Crown Agencies Secretariat Board Resourcing and Development Office Introduction Crown Agency Corporate Governance A Good Practices Checklist
More informationAT&T INC. CORPORATE GOVERNANCE GUIDELINES
AT&T INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors of AT&T Inc. ("AT&T") acting on the recommendation of its Corporate Governance and Nominating Committee, has developed and adopted the following
More informationCORPORATE GOVERNANCE King III - Compliance with Principles Assessment Year ending 31 December 2015
No N/A 1 Chapter 1 - Ethical leadership and corporate citizenship 1.1 The Board should provide effective leadership based on an ethical foundation 1.2 The Board should ensure that the Company is and is
More informationBoard Charter Z Energy Limited
Board Charter Z Energy Limited Z Energy Limited ( Z Energy ) is committed to the highest standards of corporate governance. This Board Charter ( Charter ) is the foundation document which sets out the
More informationPRUDENTIAL FINANCIAL, INC. CORPORATE GOVERNANCE PRINCIPLES AND PRACTICES
PRUDENTIAL FINANCIAL, INC. CORPORATE GOVERNANCE PRINCIPLES AND PRACTICES A. THE ROLE OF THE BOARD OF DIRECTORS 1. Direct the Affairs of the Corporation for the Benefit of Shareholders The Prudential board
More informationIoD Code of Practice for Directors
The Four Pillars of Governance Best Practice Institute of Directors in New Zealand (Inc). IoD Code of Practice for Directors This Code provides guidance to directors to assist them in carrying out their
More informationJamaica Money Market Brokers Limited. Corporate Governance Policy
Jamaica Money Market Brokers Limited Corporate Governance Policy 30 September 2011 Table of Contents 1. Introduction 4 1.1. Purpose of the Policy 4 2. Board Structure and Composition 5 2.1. Board Role
More informationCorporate Governance Guidelines
Amended and Restated as of February 2018 Corporate Governance Guidelines I. Introduction The Board of Directors (the Board ) of The Goldman Sachs Group, Inc. (the Company ), acting on the recommendation
More informationDineEquity, Inc. Corporate Governance Guidelines
DineEquity, Inc. Corporate Governance Guidelines The following Corporate Governance Guidelines have been adopted by the Board of Directors (the Board ) of DineEquity, Inc. (the Corporation ) to assist
More informationCORPORATE GOVERNANCE King III - Compliance with Principles Assessment Year ending 31 December 2016
No N/A 1 Chapter 1 - Ethical leadership and corporate citizenship 1.1 The board s should provide effective leadership based on an ethical foundation 1.2 The board should ensure that the Company is and
More informationBOARD OF DIRECTORS CHARTER
BOARD OF DIRECTORS CHARTER January 1, 2018 CAN_DMS: \106676478\23 BOARD OF DIRECTORS CHARTER Introduction The Board of Directors (the Board ) of Nutrien Ltd. (the Corporation ) is responsible for the stewardship
More informationCorporate Governance Principles. As Amended June 7, 2017
Corporate Governance Principles As Amended June 7, 2017 These Corporate Governance Principles have been adopted by the Board of Directors of ABM Industries Incorporated ( ABM or the Company ). The principles,
More informationBOARD OF DIRECTORS RYDER SYSTEM, INC. CORPORATE GOVERNANCE GUIDELINES
BOARD OF DIRECTORS RYDER SYSTEM, INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of Ryder System, Inc. (the Company ) has adopted the following Corporate Governance Guidelines
More informationCorporate Governance Guidelines
Corporate Governance Guidelines These guidelines establish the basic principles of corporate governance by which Eli Lilly and Company operates. The company believes that a strong system of corporate governance
More informationGOVERNANCE LEADERSHIP OPPORTUNITIES. A Guide for Prospective Board Members
GOVERNANCE LEADERSHIP OPPORTUNITIES A Guide for Prospective Board Members Table of Contents Introduction AIR s Board Governance System AIR Board of Directors AIR Nominations & Elections Committee Next
More informationLincoln National Corporation Board of Directors Corporate Governance Guidelines
Lincoln National Corporation Board of Directors Corporate Governance Guidelines I. Introduction The Board of Directors of Lincoln National Corporation (the Corporation or LNC ), acting on the recommendation
More informationPrinciples of Corporate Governance
Principles of Corporate Governance Johnson & Johnson is governed by the values set forth in Our Credo, created by General Robert Wood Johnson in 1943. These values have guided us for many years and will
More information2017 NBC Board of Trustees Information and Application
2017 NBC Board of Trustees Information and Application The National Board for Certification in Dental Laboratory Technology (NBC) is seeking individuals to fill open seats on the 2017 NBC Board of Trustees.
More informationAllergan plc Board of Directors Corporate Governance Guidelines
Allergan plc Board of Directors Corporate Governance Guidelines I. Roles and Responsibilities of the Board of Directors The Board of Directors (the Board ), elected by the shareholders, is the ultimate
More informationEASTMAN CHEMICAL COMPANY. Corporate Governance Guidelines
I. Role of the Board of Directors EASTMAN CHEMICAL COMPANY Corporate Governance Guidelines The Board of Directors is elected by the stockholders to oversee management and to assure that the long-term interests
More informationNon- Profit Sample Best Practices Evaluation
Non- Profit Sample Best Practices valuation This assessment tool can be used to get a reasonable impression of the quality of the most important practices in your nonprofit. Your information in the assessment
More informationState Diversity Council Roles and Responsibilities
DIVERSITY COUNCIL N AT I O N A L...a diverse community, a better nation. State Diversity Council Roles and Responsibilities 1 Officers 2 Officers President Reports to the Executive Director of the Diversity
More informationThe ADT Corporation. Board Governance Principles. December 2013
The ADT Corporation Board Governance Principles December 2013 TABLE OF CONTENTS ADT VISION AND VALUES... 3 ADT Vision: Why We Exist and the Essence of Our Business... 3 ADT Values: What Matters Most at
More informationJoint Occupational Health and Safety Committee Terms of Reference
Joint Occupational Health and Safety Committee Terms of Reference 1. Mandate The Joint Occupational Health and Safety Committee will monitor the University s compliance with the Occupational Health and
More informationSIGMA DESIGNS, INC. CORPORATE GOVERNANCE GUIDELINES. (As adopted by the Board of Directors effective as of June 2012)
SIGMA DESIGNS, INC. CORPORATE GOVERNANCE GUIDELINES (As adopted by the Board of Directors effective as of June 2012) A. The Roles of the Board of Directors and Management 1. The Board of Directors The
More informationKing lll Principle Comments on application in 2016 Reference Chapter 1: Ethical leadership and corporate citizenship Principle 1.
Clicks Group Application of King III Principles 2016 APPLICATION OF King III PrincipleS 2016 This document has been prepared in terms of the JSE Listings Requirements and sets out the application of King
More informationEKSO BIONICS HOLDINGS, INC. Corporate Governance Guidelines
EKSO BIONICS HOLDINGS, INC. Corporate Governance Guidelines The Board of Directors (the Board ) of Ekso Bionics Holdings, Inc. (the Company ) has adopted the following Corporate Governance Guidelines (the
More informationBLOOMSBURG UNIVERSITY Bloomsburg, Pennsylvania DEPARTMENT OF MANAGEMENT COLLEGE OF BUSINESS - INTERNSHIP GUIDELINES
1 STATEMENT OF OBJECTIVE The University's definition is: BLOOMSBURG UNIVERSITY Bloomsburg, Pennsylvania 17815 DEPARTMENT OF MANAGEMENT COLLEGE OF BUSINESS - INTERNSHIP GUIDELINES "An internship is an educational
More informationKING III COMPLIANCE ANALYSIS
Principle element No Application method or explanation This document has been prepared in terms of the JSE Listings Requirements and sets out the application of the 75 Principles of the King III Report
More informationCISCO SYSTEMS, INC. CORPORATE GOVERNANCE POLICIES
I. BOARD COMPOSITION CISCO SYSTEMS, INC. CORPORATE GOVERNANCE POLICIES A. Size of the Board. The Company s Bylaws provide that the Board will be not less than 8 nor more than 15 directors. The Board will
More informationNomination and Remuneration Committee Charter
Charter Nomination and Remuneration Committee Charter Myer Holdings Limited ACN 119 085 602 Myer Holdings Limited PO Box 869J Melbourne VIC 3001 Australia Telephone +61 3 8667 6000 www.myer.com.au Nomination
More informationAXT, INC. CORPORATE GOVERNANCE GUIDELINES
AXT, INC. CORPORATE GOVERNANCE GUIDELINES Role of Board and Management The Board of Directors, which is elected by the stockholders, is the ultimate decision-making body of the Company except with respect
More informationBoard Candidate Briefing International Executive Board
Board Candidate Briefing International Executive Board Board Candidate Briefing International Executive Board Dear Candidate, Thank you for your interest in serving on the board of directors for the International
More informationA Toolkit for Establishing and Maintaining Successful Employee Resource Groups
A Toolkit for Establishing and Maintaining Successful Employee Resource Groups January 31, 2011 Prepared by the National Business & Disability Council and the National Employer Technical Assistance Center
More informationPlanning for Your Year
2 Planning for Your Year The Planning Guide for Effective Rotary Clubs and the Strategic Planning Guide are key resources for developing your goals and action plan for your year. As club president-elect,
More informationBOC HONG KONG (HOLDINGS) LIMITED. Mandate of the Remuneration Committee
BOC HONG KONG (HOLDINGS) LIMITED Mandate of the Remuneration Committee 1. Purpose 1.1 The Remuneration Committee (the Committee ) is a standing committee of the Board of Directors (the Board ). The purpose
More informationConducting a Recruitment and Selection Process Sample Tools, Templates and Operating Guidelines
Conducting a Recruitment and Selection Process Sample Tools, Templates and Operating Guidelines Prepared by: Carmen Drouin & Associates, January 2015 Prepared for: National Sport Federation Services Canadian
More informationBecoming an Effective Not-For-Profit Board Member A guide for volunteers
Becoming an Effective Not-For-Profit Board Member A guide for volunteers 2 Becoming an Effective Not-For-Profit Board Member 3 5 8 Management 11 Background 14 Volunteering 17 FAQs 19 Resources Management
More informationThe Kroger Co. Board of Directors. Guidelines on Issues of Corporate Governance. (Rev. 3/9/17)
The Kroger Co. Board of Directors Guidelines on Issues of Corporate Governance (Rev. 3/9/17) THE KROGER CO. BOARD OF DIRECTORS GUIDELINES ON ISSUES OF CORPORATE GOVERNANCE The Kroger Co. Board of Directors
More informationInvest In Your Future: Volunteer Today. SGNA Leadership Opportunities
Invest In Your Future: Volunteer Today Invest In Your Future: Volunteer Today Elected by the members and chaired by the Immediate Past President, SGNA s Nominations and Elections Committee has the responsibility
More informationBOARD GUIDELINES ON SIGNIFICANT CORPORATE GOVERNANCE ISSUES
BOARD GUIDELINES ON SIGNIFICANT CORPORATE GOVERNANCE ISSUES Management and the Board of Directors ( Board ) of Nabors Industries Ltd. (the Company ) are committed to conducting business consistent with
More informationInternship Creation and Maintenance Guide
Internship Creation and Maintenance Guide based on Starting and Maintaining a Quality Internship Program by Michael True. What is an internship? An internship is any carefully monitored work or service
More informationCorporate Governance Statement John Bridgeman Limited
Corporate Governance Statement John Bridgeman Limited 1 Definition In this document: ASX Board Chair CFO Company Secretary Corporations Act Director means ASX Limited ACN 008 624 691 or the securities
More informationSEMPRA ENERGY. Corporate Governance Guidelines. As adopted by the Board of Directors of Sempra Energy and amended through December 15, 2017
SEMPRA ENERGY Corporate Governance Guidelines As adopted by the Board of Directors of Sempra Energy and amended through December 15, 2017 I Role of the Board and Management 1.1 Board Oversight Sempra Energy
More informationState Diversity Council Roles and Responsibilities
DIVERSITY COUNCIL N AT I O N A L...a diverse community, a better nation. State Diversity Council Roles and Responsibilities 1 Officers 2 Officers President Reports to the Executive Director of the Diversity
More informationBritish Columbia Lottery Corporation Board Manual Tab 9 TERMS OF REFERENCE: GOVERNANCE AND CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
I. PURPOSE The primary function of the Governance and Corporate Social Responsibility Committee (the Committee ) is to provide a focus on governance that will enhance the performance of British Columbia
More informationBOARD CHARTER JUNE Energy Action Limited ABN
BOARD CHARTER JUNE 2016 Energy Action Limited ABN 90 137 363 636 Contents Contents... 2 1 Overview... 3 2 Key Board Functions & Procedures... 5 3 Role of the Chairman... 9 4 Role of the Deputy Chairman...
More informationMALIBU BOATS, INC. CORPORATE GOVERNANCE PRINCIPLES
MALIBU BOATS, INC. CORPORATE GOVERNANCE PRINCIPLES The Board of Directors (the Board ) of Malibu Boats, Inc. (the Company ) has adopted the following principles of corporate governance ( Principles ).
More informationHENRICO CASA PROGRAM EXECUTIVE SUCCESSION PLAN POLICIES
HENRICO CASA PROGRAM EXECUTIVE SUCCESSION PLAN POLICIES Henrico CASA Executive Succession Plan Policy POLICY STATMENT: A change in executive leadership is inevitable for all organizations and can be a
More informationDah Sing Banking Group Limited Nomination and Remuneration Committee - Terms of Reference
Dah Sing Banking Group Limited Nomination and Remuneration Committee - Terms of Reference 1. Constitution 1.1 The Nomination and Remuneration Committee (the "Committee or NRC") is established by the Board
More informationBOARD OF DIRECTORS CHARTER AMENDED MARCH 2016
BOARD OF DIRECTORS CHARTER AMENDED MARCH 2016 BOARD OF DIRECTORS CHARTER OF WSP GLOBAL INC. (THE "CORPORATION") AMENDED MARCH 2016 A. PURPOSE The role of the board of directors of the Corporation (the
More informationBOARD REPORT SELF-ASSESSMENT. Association Board SAMPLE Report December 2013
BOARD SELF-ASSESSMENT REPORT Association Board SAMPLE December 2013 Welcome Welcome to the BoardSource Board Self-Assessment (BSA). The BSA is designed to educate and provide insights on your board's governance
More informationBOISE CASCADE COMPANY
{BC Legal/179279/0005/01808611.DOC: } BOISE CASCADE COMPANY CORPORATE GOVERNANCE GUIDELINES (Adopted on February 4, 2013, as Updated Through May 4, 2017) The following Corporate Governance Guidelines (these
More informationApproved by the Board on July 27, 2017 Page 1
TERMS OF REFERENCE FOR THE CORORATE GOVERNANCE AND NOMINATING COMMITTEE 1. UROSE The main purpose of the Corporate Governance and Nominating Committee (the CG&N Committee ) of Capstone Mining Corp. ( Capstone
More informationSample questions for a development audit
12-00 Sample questions for a development audit These questions demonstrate the scope of issues you should consider if you want to evaluate your fund development program. Often a development audit is conducted
More informationCITY OF PALO ALTO COUNCIL PROTOCOLS
CITY OF PALO ALTO COUNCIL PROTOCOLS All Council Members All members of the City Council, including those serving as Mayor and Vice Mayor, have equal votes. No Council Member has more power than any other
More informationBOARD MEMBER ORIENTATION TABLE OF CONTENTS
BOARD MEMBER ORIENTATION TABLE OF CONTENTS Foreword...vii Acknowledgments...ix Introduction...xi CHAPTER I: Club Board and Committee Orientation: An Overview...1 Advice for Those New at Chairing a Board...2
More informationSearch Committee Process
Search Committee Process 1. Obtain the committee s charge from the hiring official. Clarify issues such as: Role of the committee: selection of candidate or recommending finalists Budget Timeframe 2. Review
More informationAnnouncement of Nominations for FFI Board of Directors
Announcement of Nominations for FFI Board of Directors March 17, 2015 Nominations for FFI Board of Directors: The Nominations Committee of the Board of Directors of Friendship Force International (FFI)
More informationEthical leadership and corporate citizenship. Applied. Applied. Applied. Company s ethics are managed effectively.
CORPORATE GOVERNANCE- KING III COMPLIANCE Analysis of the application as at 24 June 2015 by Master Drilling Group Limited (the Company) of the 75 corporate governance principles as recommended by the King
More information