1. Managing the Affairs of the Board
    The Board shall:

    • In conjunction with the Executive Director, annually review the skills and experience represented on the Board considering the strategic direction of NWTF to determine the criteria for electing Trustees at NWTF and appointing NWTF representatives to the Boards of its subsidiaries.
    • Select the Chair, Vice-Chair, appoint the Corporate Secretary and Corporate Treasurer and plan for Chair succession.
    • Ensure that new Trustees are appropriately oriented.
    • Implement an appropriate process for assessing the effectiveness of the Board, Board Chair, Committees, and the contribution of each Trustee; and
    • Assume responsibility for NWTF’s governance practices, including developing a set of Governance Principles and Guidelines specifically applicable to NWTF.
  2. Management and Human Resources
    • Appoint and replace the Executive Director and monitor the Executive Director’s performance.
    • Approve Terms of Reference for the Executive Director.
    • Approve the Executive Director’s goals and objectives for each upcoming year; and, at least annually, review the Executive Director’s performance against these goals and objectives
  3. Mission, Strategy and Plans
    • Adopt a Strategic Planning Process (see Part III Board Policies, Section 2),
    • Participate with management in the development of and ultimately approve NWTF’s vision, mission, goals, and roles.
    • Participate with management in the development of and ultimately approve a strategic plan for NWTF that takes into account, among other things, the opportunities and risks facing NWTF.
    • Approve annual operating budgets that support NWTF’s ability to meet its strategic plan; and
    • Monitor NWTF’s progress towards the objectives set in the strategic and operating plans.
  4. Financial and Risk Issues
    • Take reasonable steps to ensure the implementation and integrity of NWTF’s internal control and management information systems.
    • Ensure management identifies the principal financial and non-financial risks to NWTF and implements appropriate systems and programs to manage these risks.
    • Monitor operational and financial results.
    • Approve the periodic allocation of financial resources excluded from the annual approved budget.
    • Approve annual financial statements, and approve release thereof by management; and
    • Recommend the appointment of external auditors to the members and approve auditor’s fees.
  5. Policies and Procedures
    • Approve and monitor compliance with all Board policies and significant operating policies which govern NWTF.
    • Monitor compliance with the Code of Conduct and Conflict of Interest, and grant waivers for the benefit of Trustees or Officers; and
    • Direct management to implement systems designated to ensure that NWTF operates within applicable laws and regulations and the highest safety, ethical, and moral standards.
  6. Communication to Stakeholders
    • Ensure that NWTF has in place a policy to enable management and the Board to communicate effectively with its stakeholders.
    • Assist and support NWTF in communicating its mission to all stakeholders.
    • Ensure the financial and operational performance of NWTF is adequately and promptly reported as required by law.
    • Ensure financial results are reported fairly and following the Generally Accepted Accounting Principles.
    • Ensure timely reporting of any other developments that have a significant and material effect on the performance of NWTF; and
    • Report annually on the Board’s stewardship for the preceding year (annual report)

  1. To conduct fair business transactions with NWTF and to ensure that personal interest does not bias Board decisions. The basic principle to be observed is that a Trustee should not use his position to make a profit or to acquire benefits or advantages for himself and his related interests. He should avoid situations that may compromise his impartiality. Any actual or potential conflict of interest that arises on the part of Trustees or Senior Executives should be fully disclosed. The concerned Trustee should not participate in the decision-making. A Trustee who has a continuing conflict of interest of a material nature should consider resigning.
  2. To devote the time and attention necessary to discharge his duties and responsibilities properly, a Trustee should spend sufficient time to familiarize himself with the institution’s business. He should be constantly aware of the institution’s condition and be knowledgeable enough to contribute meaningfully to the Board’s work. He should attend and actively participate in Board and Committee meetings, request and review meeting materials, ask questions and request explanations.
  3. To act judiciously. Before deciding on any matter brought before the Board of Trustees, every Trustee should thoroughly evaluate the issues, ask questions and seek clarifications when necessary.
  4. To exercise independent judgment. A Trustee should view each problem/situation objectively. When a disagreement with others occurs, he should carefully evaluate the situation and state his position. He should not be afraid to take a position even though it might be unpopular. Consequently, he should support plans and ideas that he thinks are beneficial to the corporation.
  5. To have a working knowledge of the statutory and regulatory requirements affecting the corporation, including the contents of its Articles of Incorporation and By-Laws, the requirements of the SEC— Securities and Exchange Commission, the MNRC— Microfinance NGO Regulatory Council, and where applicable, the requirements of other regulatory agencies. A Trustee should also keep himself informed of industry developments and business trends to safeguard the corporation’s competitiveness.
  6. To observe confidentiality. A Trustee should keep the confidentiality of non-public information acquired because of his position as Trustee. He should not disclose any information to any other person without the authority of the Board.
  7. To ensure the continuing soundness, effectiveness, and adequacy of the company’s control environment.

  1. Overview
    • Term. After the initial implementation of the 2019 amendments in 2022 wherein the top 3 shall serve for 3 years, and the next 2 shall serve for 2 years and the remaining 2 serve for one year, Trustees shall serve for three-year terms, but must take a one-year cooling off period after serving for 3 consecutive terms or nine consecutive years before they could be elected to the Board.
    • Meeting attendance. Trustees are expected to regularly attend Board meetings, Committee meetings, and the Annual General Meeting.
    • Trustee/ management relationship – as is typical in many not-for-profit organizations, the distinctions between Board and management are not always constant. A Trustee may be asked to act in an advisory capacity (e.g., when providing informal advice based on his area of expertise) or in an operational support role (e.g., as a member of a management Committee). In these instances, a Trustee is generally regarded as working for management and as having “taken off his Board hat”) then he is not deemed to be providing direction or acting as the “eyes and ears” of the Board.
  2. Fiduciary Obligations
    • Honesty and good faith – common law requires a Trustee to act honestly and in good faith with a view towards the best interest of NWTF. Based on the key elements of this standard of behavior, a Trustee must:
      • Act in the best interest of NWTF and not in his self-interest.
      • Not take personal advantage of opportunities that come before him/her in the course of performing his Trustee duties.
      • Disclose to the Board any personal interest he holds that may conflict with the interests of NWTF; and
      • Respect the confidentiality requirement of NWTF’s code of conduct and conflict of interest policies.
    • Skillful management – a Trustee shall exercise the degree of care, diligence, and skill that a reasonably prudent person would exercise in similar circumstances. This means:
      • The expectations of a Trustee will depend upon the skills and experience that the Trustee brings to NWTF relative to matters under consideration; and
      • The Trustee must be proactive in his duties by attending meetings, participating in a meaningful way, and being vigilant to ensure that NWTF is appropriately managed and complying with laws affecting NWTF.
  3. Trustees’ Code of Conduct
    The Board and its members will operate in an ethical and businesslike manner. This commitment includes proper use of authority and appropriate decorum when acting on behalf of the Board.
    Consequently, Trustees shall:

    • Represent unquestionable loyalty to the interests of Negros Women for Tomorrow Foundation. This accountability supersedes any conflicting loyalty to any other advocacy or interest groups or even personal interest.
    • Conduct themselves in a manner, which represents the Board in a positive light, taking no private action that will compromise the Board and its decisions.
    • Not attempt to exercise individual authority over the organization except as explicitly outlined in Board policies. Specifically, Trustees will recognize that:
      • Any interactions, they as individuals, have with the Executive Director and employees lack authority.
      • Individual interaction with the public, press or other entities has the same limitations.
      • Judgments of the Executive Director are made only by assessing the performance against explicit Board policies through the official process.
  4. Standards of Behavior
    • General – each Trustee shall:
      • Demonstrate an understanding of the difference between governing and managing, and not encroach on management’s area of responsibility.
      • Respect confidentiality;
      • Exercise good judgment and act with integrity; and
      • Understand conflict of interest issues and declare potential, real, or perceived conflicts.
    • Skills and experience – each Trustee shall:
      • Demonstrate skills and experience that are complimentary to the current Trustees and helpful with NWTF’s current activities and strategic direction.
      • Effectively apply knowledge, experience and expertise to issues confronting NWTF.
      • Utilize external relationships in contributing and adding value to NWTF; and
      • Serve as a helpful resource to the Board and to management, where necessary and appropriate.
    • Strategies and plans – each Trustee shall:
      • Demonstrate an understanding of NWTF’s strategic direction;
      • Contribute and add value to discussions regarding NWTF’s strategic direction;
      • Participate in monitoring and evaluating the success of NWTF and the Executive Director in achieving established goals and objectives; and
      • Demonstrate a commitment to and enthusiasm for NWTF.
    • Preparation, attendance and availability – to enhance the effectiveness of Board and committee meetings, each Trustee will:
      • Attend meetings well prepared, having completed and understood the necessary background reading and having consulted other Trustees and/or management, if required, to evaluate and add value to agenda items presented;
      • Demonstrate broader preparation that just the distributed material;
      • Be accessible and approachable;
      • Maintain an excellent Board and Committee meeting attendance record, ensuring his attendance to entire Board and Committee meetings, not just parts of meetings; and
      • Have the necessary time and commitment to fulfill responsibilities as Trustee of NWTF and as a member of committees.
  5. Communication and Interaction
    Communication is fundamental to Board effectiveness and, therefore, each Trustee will:

    • Be an effective ambassador and representative of NWTF
    • Interact appropriately with the leadership and management of NWTF;
    • Participate fully and frankly in the deliberations and discussions of the Board to make a meaningful and knowledgeable contribution;
    • Be a team player – work effectively with fellow Trustees and be a positive and constructive force within the Board with a demonstrated interest in the long-term success of NWTF;
    • Demonstrate openness to others’ opinions and the willingness to listen;
    • Communicate persuasively and logically, voice concerns, listen, and raise tough questions in a manner that encourages open discussion;
    • Be willing to take a stand or express a view, even if it runs contrary to prevailing wisdom or the direction of conversation, and exercise independent judgment;
    • Establish an effective, independent, and respected presence and a collegial and respectful relationship with other Trustees;
    • Focus inquiries on issues related to strategy, policy, and results rather than issues relating to the day-to-day management of NWTF; and
    • Advice the Executive Director and/or Chairperson in advance of the Board meeting when introducing significant and/or previously unknown information or material at a Board meeting.
  6. Committee Work
    In order to assist Board committees in being effective and productive, each Trustee will:

    • Participate on Committees and become knowledgeable about the purpose and goals of the committee; and
    • Understand the process of Committee work, and the role of management and staff supporting the Committee.
  7. Trusteeship Is Voluntary
    There will be no remuneration to non-employees Trustees for serving on the NWTF Board or its Committees.
    Costs will be covered under the following circumstances:

    • Per diem for Board and Committee approved by the general membership;
    • When travel/transportation expenses are incurred and documentation supplied;
    • A Committee member attends a committee-related function and incurs expenses on behalf of Negros Women for Tomorrow Foundation Inc. (i.e. Transportation costs)
    • Reimbursement of Educational expenses (i.e., Workshops with prior approval) solely on behalf of Negros Women for Tomorrow Foundation Inc. and supply the necessary documentation.