Board Charter

• In conjunction with the Executive Director, annually review the skills and experience represented on the Board in the light of the strategic direction of NWTF, for the purpose of determining the criteria for electing Trustees at NWTF and appointing NWTF representatives to the Boards of its subsidiaries.
• Select the Chair, Vice-Chair, appoint the Secretary and 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 that are specifically applicable to NWTF.

• 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

• Adopt a Strategic Planning Process (see Part II 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.

• 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 which are not included in 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.

• 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 any waivers for the benefit of Trustees or officers; and
• Direct management to implement systems designated to ensure that NWTF operates at all times within applicable laws and regulations, and to the highest safety, ethical, and moral standards.

• 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 in accordance with 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)

• Term – Trustees are elected for a 1 year term at the annual general membership meeting every 4th Thursday of March;
• Meeting attendance – on a regular basis, Trustees are expected to attend Board meetings, committee meetings and the annual 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, from time to time, 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/her Board hat”) then he/she is not deemed to be providing direction or acting as the “eyes and ears” of the Board.

• 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/her self-interest;
  • Not take personal advantage of opportunities that come before him/her in the course of performing his/her Trustee duties;
  • Disclose to the Board any personal interest he/she 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 particular matters under consideration; and
  • The Trustee must be proactive in the performance of his/her duties by attending meetings, participating in a meaningful way, and being vigilant to ensure NWTF is being properly managed and is complying with laws affecting NWTF.

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 set forth in Board policies. Specifically, Trustees will recognize that:
  • Any interactions, they as individuals, have with the Executive Director and staff 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.

• 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 making a contribution 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 shall:
  • 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, including organize him/herself so as to be able to attend 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.

• 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.

• 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.

• 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)
• Educational reimbursement expenses (i.e. Workshops with prior approval) solely on the behalf of Negros Women for Tomorrow Foundation Inc., and documentation supplied