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 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.
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
Mission, Strategy and Plans
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.
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 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.
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 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.
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 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)
To conduct fair business transactions with the corporation 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 profit or to acquire benefit or advantage for himself and/or his related interests. He should avoid situations that may compromise his impartiality. If an actual or potential conflict of interest should arise on the part of Trustees or senior executives, it should be fully disclosed and 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.
To devote time and attention necessary to properly discharge his duties and responsibilities. A Trustee should devote 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.
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.
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
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 commission, and where applicable, the requirements of other regulatory agencies. A Trustee should also keep himself informed of industry developments and business trends in order to safeguard the corporation’s competitiveness.
To observe confidentiality. A Trustee should observe the confidentiality of non-public information acquired by reason of his position as Trustee. He should not disclose any information to any other person without the authority of the Board.
To ensure the continuing soundness, effectiveness and adequacy of the company’s control environment.
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.
Trustees’ Code of ConductThe 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 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.
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;
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.
Communication and Interaction Communication is fundamental to Board effectiveness and, therefore, each Trustee shall:
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.
In order to assist Board committees in being effective and productive, each Trustee shall:
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.
Trusteeship Is Voluntary 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)
Educational reimbursement expenses (i.e. Workshops with prior approval) solely on the behalf of Negros Women for Tomorrow Foundation Inc., and documentation supplied