Establishing an Effective Board Structure and Annual Work Plan. Pamela J. Byrnes, PhD Senior Consultant

Size: px
Start display at page:

Download "Establishing an Effective Board Structure and Annual Work Plan. Pamela J. Byrnes, PhD Senior Consultant"

Transcription

1 Establishing an Effective Board Structure and Annual Work Plan Pamela J. Byrnes, PhD Senior Consultant

2 Establishing and Maintaining an Effective Board Engage in recruitment / selection process Consider recruitment and selection an ongoing part of overall strategic planning Establish a standing committee (i.e., nominating or Board development committee) OR Add to responsibilities of an existing committee Develop a Board Director job description Focus on priorities and requirements Provide Board members (current and potential) with clear objectives and responsibilities

3 Establishing and Maintaining an Effective Board Recruitment and selection (cont.) Develop and use a Board profile Federal Board composition requirements Other skills, qualifications and knowledge necessary to fulfill the health center s mission and address priorities Remember to reach out to consumers Community events Outreach Local establishments Patient satisfaction surveys

4 Recruiting Board Members (continued) How can you make sure that you are recruiting the right people for your Board and that they are well prepared for the job ahead of them? Define the job clearly Have a written contract with Board members Including roles and responsibilities Recruit good people from your community Provide your Board members with orientation

5 Retaining Board Members Provide ongoing opportunities for them to grow feed their minds!! Be respectful of all opinions Be efficient and respectful of their time and energies

6 Maximize Opportunities to Contribute Conduct ongoing education, training and development opportunities Provide professional and educational materials Bring in speakers Plan AND BUDGET FOR attending professional networking/educational meetings

7 Establishing and Maintaining an Effective Board Ensure participation on the Board is accessible and barrier-free Transportation Child care Language and cultural competencies When and where FOOD!!!!

8 Board Recruitment & Retention Tools to Remember Board Recruitment Plan Nominating vetting process Board Development Committee Board Composition Matrix Board Member Description Board Member Contract

9 Establishing and Maintaining an Effective Board: Committees Design appropriate structure and organization Establish Board committees Perform substantive work of the Board Make recommendations to the full Board for adoption Number and size of committees look at Size of Board Complexity of health center organization Time that Board members can devote to participating on committees

10 Establishing Effective Committees Learn to rely on committee structure to do the daily detail work of the Board Committees are the foot soldiers of the Board! Integrate committees and committee work into the Board REMEMBER - only the Executive Committee can act for the full Board, if necessary Board should subsequently ratify decisions made by the Executive Committee

11 Board Committees Tools to Remember Board Organization Chart Board Committee Charters Scope of work Reporting requirements Composition Board Committee Work Plans (coming up in a bit)

12 Establishing and Maintaining an Effective Board: Strategic Planning Conduct Board retreat and strategic planning process Pre-determined, uninterrupted time to focus on the health center and its needs, strategic planning, and Board self-evaluation Provides time for Board members to bond and team-build Should (?) include CEO; may include other staff members

13 Establishing and Maintaining an Effective Board: Self-Evaluation Engage in Board self-evaluation Determines whether the Board is operating effectively and meeting its (not the health center s) defined goals and objectives Assists in determining resources and steps necessary to accomplish identified improvements Provides an opportunity to remind Board members of their roles, rights and responsibilities

14 Establishing and Maintaining an Effective Board Board self-evaluation (cont.) Should be tailored to the Board s strengths, weaknesses, preferences, needs, resources, time constraints Include an opportunity for each Board member to evaluate him/herself and the Board as a whole Include staff reflections do your policies work for them?? Try the Secret Santa approach????

15 Pulling It All Together: Developing and Implementing an Annual Board Work Plan

16 What is a Board Work Plan? A short-range tool focusing on the Board s responsibilities 1 year at a time Sets guideposts & deadlines Periodic review and update of policies & procedures Approval of budgets Submission of assurances, applications, and reports to Federal Government Approval of reports required by grants, contracts, and various government agencies Accounts for actions needed to accomplish longer-range goals set by strategic plan

17 Why Have a Board Work Plan? To help Board fulfill its fiduciary duties to the corporation To be good stewards of the public fisc Making sure Federal (and all other) funds are spent appropriately Making sure grant conditions are satisfied To help Board provide careful and thorough oversight of the health center

18 Why Have a Board Work Plan? To distribute Board responsibilities relatively evenly throughout the year Minimize crises Maximize the Board s efficiency To ensure all Board duties and obligations throughout the year are afforded adequate time and attention Preparatory actions Committee delegations and recommendations Discussions and votes Any necessary follow-up actions

19 Why Have a Board Work Plan? To assist the Board in accomplishing additional items it wants to accomplish To make being on the Board fulfilling and, yes, fun!!

20 Differences Between Strategic Plan and Annual Board Work Plan Strategic Plan 3-5 years Evaluates strengths and weaknesses of health center Sets priorities for health center as a whole Establishes organizational goals Annual Work Plan 1 year Deadlines and guideposts of action steps for meeting requirements of the Board Deadlines and guideposts of action steps for fulfilling Board s role in oversight and implementation of the strategic plan

21 Developing the Work Plan Design the Development Process Shouldn t be overly burdensome or rushed Should be reliable May require a session at strategic planning retreat or one of its own Appoint a Point Person or Committee Board President, Executive Committee or Planning Committee Good overall knowledge of Board s obligations and health center operations Great organizational skills Work closely with CEO in drafting work plan

22 Developing the Work Plan Identify Sources of Input Board of Directors Individual Members Board Committees CEO E.g., executive, finance, audit, quality improvement/compliance, human resources, bylaws, nominating Solicits input from key health center staff including the CFO and Chief Medical Officer Patients Highlighted issues/interests from patient surveys/focus groups Community Board constituencies and community stakeholders Strategic Planning process information

23 Developing the Work Plan Determine Program v. Fiscal Year If the health center s program year and fiscal year don t align perfectly, Board should decide what year the work plan will track Consider major obligations and reporting deadlines Address discrepancies so deadlines are met National Association of Community Health Centers, Inc. 23

24 Items to Include: Board-Specific Items Nominating process Annual meeting Monthly meetings (financial statements, actuals versus budget, minutes) Annual strategic planning retreat Advocacy events Training/conferences Fundraisers (Board involvement varies) Community meetings or open houses Heath fairs Evaluations (Board, CEO)

25 Items to Include: Key Deadlines and Reporting Requirements Approval of Annual budget Annual audit Grant applications Annual 330 Budget Period Renewal 3 or 5-year Service Area Competition (Project Period Renewal) Financial status reports (FSR) Tax forms (e.g., IRS Form 990) Quality Assurance & Risk Management reports Credentialing and Privileging updates Corporate Compliance reports Recommended quarterly

26 Items to Include: Review of Policies, Procedures and Plans Periodic review of policies and procedures (financial, personnel, health care) prior to annual review or renewal Review of health center s plans Capital expenditures plan Language & cultural competency plan Service plan Board and staff training plan Marketing and enrollment plan for pre-paid health plans

27 THE MOST IMPORTANT THINGS TO INCLUDE AS BOARD MEMBERS: What do you need to know? What do you want to know? What will make this Board experience enriching for both you and the health center?

28 Wrapping Up the Process Don t forget to evaluate the work plan process! What worked & what didn t work Change timing for next year if need be Add forgotten items Leave room for the unexpected

29 And Most Important of All Always Remember Why You Are Doing This!!

30 Stay In Touch!! Pamela J. Byrnes, PhD Senior Consultant John Snow Inc. (860)

31 Core Competencies of Individual Board Members Has clarity on the mission and values of the organization Participates actively and attends calls/ meetings consistently Engages at a state, regional and national level. This includes PCA meetings and NACHC events Is active on committees and subcommittees. These entities are often used as training grounds for Board leadership Comes prepared having done the necessary homework Is in tune with the needs of the community

32 Core Competencies of Individual Board Members Has the ability to evaluate relevance and the application of emerging issues to the work of the Board Articulates the voice of the customer and serves as an advocate for stakeholder groups Maintains confidentiality Understands how to channel and direct complaints Keeps up with the times Is able to manage the conflict between individual values/ interests and those of the health center

33 Health Center Board Members Do s Do know the center s mission, purpose, and goals as well as its programs and services Do get to know the center s strengths and weaknesses Do pitch in enthusiastically and willingly Do make sure you have all the information before expressing an opinion or a judgment Do get acquainted with the other Board members and the Center s CEO and staff Do come to meetings and come prepared to participate

34 Health Center Board Members Do s (continued) Do ask questions Do support the majority even if you disagree Do support the CEO and staff, and understand that they are operating with limited resources Do avoid any possible conflict of interest Do maintain a sense of fairness, ethics, and personal integrity Do understand the Center s financial statement and help the Board plan for future revenue and expenses

35 Health Center Board Members Don ts Don t lose your sense of humor Don t speak for the Board, unless authorized to do so Don t ask the CEO or staff for special favors Don t get involved in patient or staff grievances unless approved to do so

36 Benchmarks/ Attributes of a High Performing Board Adequate turnover Understanding of quality & margin Broad based Consistent attendance Effective chair Promotes the organization outside of the Board meetings Deliberate succession planning Board regulates and evaluates itself

37 Resources National Association of Community Health Centers Across the Board BoardSource National Health Care for the Homeless Council: How to Develop a Consumer Advisory Board

38 Resources - HRSA BPHC/ HRSA T/TA Website Resources/index.html#G HRSA Board Governing Handbook Program Requirements ml Health Center Governance: PIN pin html

and with the Chief Executive Officer ( CEO ) or Executive Director of the health center.

and with the Chief Executive Officer ( CEO ) or Executive Director of the health center. Information I n f o r m a t i o n Bulletin B u l l e t i #1 n # 4 GOV National Association of Community Health Centers, Inc. GOVERNANCE SERIES Health Center Board Self-Evaluation: The Fundamentals The

More information

An Overview of Nonprofit Governance David O. Renz, Ph.D. Midwest Center for Nonprofit Leadership at UMKC

An Overview of Nonprofit Governance David O. Renz, Ph.D. Midwest Center for Nonprofit Leadership at UMKC David O. Renz, Ph.D. at UMKC This article is adapted from a chapter prepared for Philanthropy in the U.S.: An Encyclopedia (Dwight Burlingame, ed.) Governance is the process of providing strategic leadership

More information

Legal Aid Board Training. 2010 Legal Aid Education P, Session 1, Page 1 Session 1. Introduction

Legal Aid Board Training. 2010 Legal Aid Education P, Session 1, Page 1 Session 1. Introduction to Legal Aid 2010 Legal Aid Education P, Session 1, Page 1 Session 1 Governance as Leadership What is governance? Governance is the exercise of authority, direction and control of an organization in order

More information

FIVE STAR QUALITY CARE, INC. GOVERNANCE GUIDELINES

FIVE STAR QUALITY CARE, INC. GOVERNANCE GUIDELINES FIVE STAR QUALITY CARE, INC. GOVERNANCE GUIDELINES Adopted March 1, 2016 The following Governance Guidelines (the Guidelines ) have been adopted by the Board of Directors (the Board ) of Five Star Quality

More information

USBC Onboarding Program. Module 2: Orientation to the USBC Board of Directors

USBC Onboarding Program. Module 2: Orientation to the USBC Board of Directors USBC Onboarding Program Module 2: Orientation to the USBC Board of Directors 2014. Not to be distributed or reproduced without the express permission of BoardSource. 1 Welcome to the USBC Board of Directors!

More information

ORGANIZATIONAL ASSESSMENT TOOL (OAT) for Full Drucker Self-Assessment Process

ORGANIZATIONAL ASSESSMENT TOOL (OAT) for Full Drucker Self-Assessment Process ORGANIZATIONAL ASSESSMENT TOOL (OAT) for Full Drucker Self-Assessment Process Please return to: United Way of Allegheny County / Agency Relations / P.O. Box 735 / Pittsburgh, PA 15230-0735 Date the Drucker

More information

LEGAL DUTIES OF AN INDEPENDENT SCHOOL BOARD

LEGAL DUTIES OF AN INDEPENDENT SCHOOL BOARD LEGAL DUTIES OF AN INDEPENDENT SCHOOL BOARD According to nonprofit corporation law, a board member should meet certain standards of conduct and attention to his or her responsibilities to the school. These

More information

Blue Cross and Blue Shield of North Carolina Corporate Governance Guidelines

Blue Cross and Blue Shield of North Carolina Corporate Governance Guidelines Blue Cross and Blue Shield of North Carolina Corporate Governance Guidelines Over the course of Blue Cross and Blue Shield of North Carolina s ( BCBSNC or the Company ) history, the Board of Trustees (the

More information

IMMUNOGEN, INC. CORPORATE GOVERNANCE GUIDELINES OF THE BOARD OF DIRECTORS

IMMUNOGEN, 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 information

AMIA BOARD OF DIRECTORS

AMIA BOARD OF DIRECTORS GUIDE TO THE AMIA BOARD OF DIRECTORS This guide provides information for AMIA Members about the AMIA Board of Directors. It is hoped that AMIA members considering running for a position on the Board will

More information

CORPORATE GOVERNANCE GUIDELINES. (Adopted as of June 2, 2014)

CORPORATE GOVERNANCE GUIDELINES. (Adopted as of June 2, 2014) CORPORATE GOVERNANCE GUIDELINES (Adopted as of June 2, 2014) The following corporate governance guidelines have been approved and adopted by the Board of Directors (the Board ) of Arista Networks, Inc.

More information

ORIENTATION: WHAT YOU NEED TO KNOW NONPROFIT BOARD. Nonprofit Association of Oregon/ TACS TO SERVE ON A

ORIENTATION: WHAT YOU NEED TO KNOW NONPROFIT BOARD. Nonprofit Association of Oregon/ TACS TO SERVE ON A ORIENTATION: WHAT YOU NEED TO KNOW Nonprofit Association of Oregon/ TACS TO SERVE ON A NONPROFIT BOARD Marc Smiley October 12, 2010 www.decision2.com marc@decision2.com Marc Smiley is a Partner with the

More information

CINTAS CORPORATION. Corporate Governance Guidelines. As Revised Through March 18, 2014

CINTAS CORPORATION. Corporate Governance Guidelines. As Revised Through March 18, 2014 CINTAS CORPORATION Corporate Governance Guidelines As Revised Through March 18, 2014 The Board of Directors (the Board ) and the Nominating and Corporate Governance Committee of Cintas Corporation (the

More information

BOARD AND CEO ROLES DIFFERENT JOBS DIFFERENT TASKS

BOARD AND CEO ROLES DIFFERENT JOBS DIFFERENT TASKS BOARD AND CEO ROLES DIFFERENT JOBS DIFFERENT TASKS Introduction Local boards of trustees and chief executive officers play different roles and have different responsibilities in leading their districts.

More information

BEST PRACTICES CHECKLIST FOR NONPROFITS

BEST PRACTICES CHECKLIST FOR NONPROFITS BEST PRACTICES CHECKLIST FOR NONPROFITS Financial Management The nonprofit has a good financial plan that provides for financial resources that support the programs and services consistent with the nonprofit

More information

Board Governance Principles Amended September 29, 2012 Tyco International Ltd.

Board Governance Principles Amended September 29, 2012 Tyco International Ltd. BOD Approved 9/13/12 Board Governance Principles Amended September 29, 2012 Tyco International Ltd. 2012 Tyco International, Ltd. - Board Governance Principles 1 TABLE OF CONTENTS TYCO VISION AND VALUES...

More information

T-MOBILE US, INC. CORPORATE GOVERNANCE GUIDELINES

T-MOBILE US, INC. CORPORATE GOVERNANCE GUIDELINES T-MOBILE US, INC. CORPORATE GOVERNANCE GUIDELINES Purpose. The Board of Directors (the Board ) of T-Mobile US, Inc. (the Company ) has developed these corporate governance guidelines (the Guidelines )

More information

Roles and Responsibilities ANA Board of Directors. Director-at-Large

Roles and Responsibilities ANA Board of Directors. Director-at-Large Roles and Responsibilities ANA Board of Directors Director-at-Large [Including Staff Nurse 1 and Recent Graduate 2 ] SUMMARY: An ANA Director provides strong leadership for the Association and sets a sound

More information

Sample questions for a development audit

Sample 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 information

Mission The mission of the Oncology Nursing Society is to promote excellence in oncology nursing and quality cancer care.

Mission The mission of the Oncology Nursing Society is to promote excellence in oncology nursing and quality cancer care. Treasurer Position Description Mission The mission of the Oncology Nursing Society is to promote excellence in oncology nursing and quality cancer care. Vision The vision of the Oncology Nursing Society

More information

CORPORATE GOVERNANCE GUIDELINES

CORPORATE GOVERNANCE GUIDELINES CORPORATE GOVERNANCE GUIDELINES INTRODUCTION These Corporate Governance Guidelines provide a framework of authority and accountability to enable the Board of Directors and management to make timely and

More information

National Association of Government Defined Contribution Administrators, Inc. Plan Governance

National Association of Government Defined Contribution Administrators, Inc. Plan Governance Plan Governance 1 TABLE OF CONTENTS OVERVIEW... 1 PLAN Governance... 1 Oversight Options... 2 Fiduciary Responsibility... 3 Plan Documents... 4 Recommended Optional Documents: Bylaws, Policy Manuals, Investment

More information

Board Development PARTICIPANT WORKBOOK

Board Development PARTICIPANT WORKBOOK Board Development (Not bored of development) PARTICIPANT WORKBOOK Created and facilitated by: Lynda Gerty, Engagement Director Last update March 2014 2014 Property of Vantage Point Not to be reproduced

More information

Board Governance and Best Practice Checklist

Board Governance and Best Practice Checklist Board Governance and Best Practice Checklist Developed in consultation with www.creativeoptionc.com This tool was designed to help nonprofit organizations assess their organizational capacity against a

More information

JAGUAR MINING INC. CORPORATE GOVERNANCE GUIDELINES

JAGUAR MINING INC. CORPORATE GOVERNANCE GUIDELINES JAGUAR MINING INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the "Board") of Jaguar Mining Inc. (the "Corporation") places great importance on the maintenance of an accountable and effective

More information

AMERICAN CAPITAL AGENCY CORP. COMPENSATION AND CORPORATE GOVERNANCE COMMITTEE CHARTER Amended as of April 21, 2015

AMERICAN CAPITAL AGENCY CORP. COMPENSATION AND CORPORATE GOVERNANCE COMMITTEE CHARTER Amended as of April 21, 2015 AMERICAN CAPITAL AGENCY CORP. COMPENSATION AND CORPORATE GOVERNANCE COMMITTEE CHARTER Amended as of April 21, 2015 ORGANIZATION This charter governs the operations of the Compensation and Corporate Governance

More information

WRITING A SUCCESSFUL REQUEST FOR PROPOSAL FOR ASSOCIATION MANAGEMENT SERVICES

WRITING A SUCCESSFUL REQUEST FOR PROPOSAL FOR ASSOCIATION MANAGEMENT SERVICES WRITING A SUCCESSFUL REQUEST FOR PROPOSAL FOR ASSOCIATION MANAGEMENT SERVICES In this guide, I am happy to share with you what I've learned about developing a request for proposal (RFP) that will attract

More information

THE OPTIONS CLEARING CORPORATION BOARD OF DIRECTORS CORPORATE GOVERNANCE PRINCIPLES

THE OPTIONS CLEARING CORPORATION BOARD OF DIRECTORS CORPORATE GOVERNANCE PRINCIPLES THE OPTIONS CLEARING CORPORATION BOARD OF DIRECTORS CORPORATE GOVERNANCE PRINCIPLES The following Corporate Governance Principles have been adopted by the Board of Directors (the Board ) of The Options

More information

SPEED COMMERCE, INC. Corporate Governance Guidelines

SPEED COMMERCE, INC. Corporate Governance Guidelines SPEED COMMERCE, INC. Corporate Governance Guidelines The Board of Directors (the Board ) of Speed Commerce, Inc. (the Company ), acting on the recommendation of the Governance and Nominating Committee,

More information

CIBER, INC. CORPORATE GOVERNANCE PRINCIPLES DOCUMENT

CIBER, INC. CORPORATE GOVERNANCE PRINCIPLES DOCUMENT CIBER, INC. CORPORATE GOVERNANCE PRINCIPLES DOCUMENT Introduction Effective corporate governance practices support the fiduciary duties of care and loyalty that a company's management and directors owe

More information

How To Manage A Company

How To Manage A Company GOVERNANCE AND NOMINATING COMMITTEE CHARTER The Board of Directors (the "Board") of Digimarc Corporation (the "Company") has delegated to the Governance and Nominating Committee (the "Committee") responsibility

More information

Sumter Family Health Center BOARD OF DIRECTORS GOVERNANCE POLICY MANUAL

Sumter Family Health Center BOARD OF DIRECTORS GOVERNANCE POLICY MANUAL Sumter Family Health Center BOARD OF DIRECTORS GOVERNANCE POLICY MANUAL Approved by the Board of Directors: May 19, 2004 Amended by the Board of Directors: March 22, 2005 Disclaimer about this document

More information

Corporate Governance Guidelines

Corporate Governance Guidelines Corporate Governance Guidelines A. Introduction The Board of Directors (the Board ) of (the Company ) has adopted these corporate governance guidelines to provide a framework within which the Board may

More information

The Rubicon Project, Inc. Corporate Governance Guidelines

The Rubicon Project, Inc. Corporate Governance Guidelines The Rubicon Project, Inc. Corporate Governance Guidelines These Corporate Governance Guidelines reflect the corporate governance practices established by the Board of Directors (the Board ) of The Rubicon

More information

THE GEO GROUP, INC. CORPORATE GOVERNANCE GUIDELINES

THE GEO GROUP, INC. CORPORATE GOVERNANCE GUIDELINES THE GEO GROUP, INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the "Board") of The GEO Group, Inc. ("The GEO Group" or the "Corporation") has adopted these guidelines to promote the effective

More information

Board of Directors Charter and Corporate Governance Guidelines

Board of Directors Charter and Corporate Governance Guidelines INTRODUCTION The Board of Directors (the Board ) of Molson Coors Brewing Company (the Company ) has developed and adopted this set of corporate governance principles and guidelines (the Guidelines ) to

More information

RALLY SOFTWARE DEVELOPMENT CORP. CORPORATE GOVERNANCE GUIDELINES

RALLY SOFTWARE DEVELOPMENT CORP. CORPORATE GOVERNANCE GUIDELINES RALLY SOFTWARE DEVELOPMENT CORP. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of Rally Software Development Corp. ( Rally ) has established the following guidelines for the conduct

More information

CORPORATE GOVERNANCE GUIDELINES OF PERFORMANCE FOOD GROUP COMPANY

CORPORATE GOVERNANCE GUIDELINES OF PERFORMANCE FOOD GROUP COMPANY CORPORATE GOVERNANCE GUIDELINES OF PERFORMANCE FOOD GROUP COMPANY The Board of Directors is committed to achieving business success and enhancing longterm shareholder value while maintaining the highest

More information

Appendix A - Charter of the Academic and Student Affairs Committee

Appendix A - Charter of the Academic and Student Affairs Committee ATTACHMENT 2 Appendix A - Charter of the Academic and Student Affairs Committee A. Purpose. The Academic and Student Affairs Committee shall be well informed about, provide strategic direction and oversight,

More information

HEWLETT-PACKARD COMPANY BOARD OF DIRECTORS NOMINATING, GOVERNANCE AND SOCIAL RESPONSIBILITY COMMITTEE CHARTER

HEWLETT-PACKARD COMPANY BOARD OF DIRECTORS NOMINATING, GOVERNANCE AND SOCIAL RESPONSIBILITY COMMITTEE CHARTER I. Purpose HEWLETT-PACKARD COMPANY BOARD OF DIRECTORS NOMINATING, GOVERNANCE AND SOCIAL RESPONSIBILITY COMMITTEE CHARTER The purpose of the Nominating, Governance and Social Responsibility Committee (the

More information

Title: Corporate Governance Policies. Approved by Board of Directors: February 25, 2015. Purpose. Board Composition. Director Appointment

Title: Corporate Governance Policies. Approved by Board of Directors: February 25, 2015. Purpose. Board Composition. Director Appointment Page: 1 of 5 Corporate Governance Policies Approved by Board of Directors: February 25, 2015 Purpose Ballard's Corporate Governance Policies (the Policies ) are designed to ensure the independence of the

More information

CORPORATE GOVERNANCE GUIDELINES

CORPORATE GOVERNANCE GUIDELINES As approved May 1, 2015. CORPORATE GOVERNANCE GUIDELINES I. Introduction The Board of Directors (the Board ) of Fidelity National Financial, Inc. (the Company ), acting on the recommendation of its Corporate

More information

Motorola Solutions, Inc. Board Governance Guidelines (as amended October 17, 2013)

Motorola Solutions, Inc. Board Governance Guidelines (as amended October 17, 2013) Motorola Solutions, Inc. Board Governance Guidelines (as amended October 17, 2013) These Board Governance Guidelines, adopted by the Board of Directors (the Board ) of Motorola Solutions, Inc. (the Company

More information

CORPORATE GOVERNANCE GUIDELINES AND PRINCIPLES OF PBF ENERGY INC.

CORPORATE GOVERNANCE GUIDELINES AND PRINCIPLES OF PBF ENERGY INC. CORPORATE GOVERNANCE GUIDELINES AND PRINCIPLES OF PBF ENERGY INC. The Board of Directors (the Board ) of PBF Energy Inc. (the Company ) has adopted the following Corporate Governance Guidelines and Principles

More information

CORPORATE GOVERNANCE GUIDELINES OF THE HOME DEPOT, INC. BOARD OF DIRECTORS. (Effective February 28, 2013)

CORPORATE GOVERNANCE GUIDELINES OF THE HOME DEPOT, INC. BOARD OF DIRECTORS. (Effective February 28, 2013) CORPORATE GOVERNANCE GUIDELINES OF THE HOME DEPOT, INC. BOARD OF DIRECTORS (Effective February 28, 2013) 1. MISSION STATEMENT The Board of Directors (the Board ) of The Home Depot, Inc. (the Company )

More information

What are job descriptions for nonprofit board members?

What are job descriptions for nonprofit board members? What are job descriptions for nonprofit board members? Summary: Suggestions for duties and responsibilities for board members and officers. This item contains suggestions from several sources and indicates

More information

ORGANIZATIONAL DOCUMENTS. a. An ownership or investment interest in any entity with which NAM has a transaction or arrangement,

ORGANIZATIONAL DOCUMENTS. a. An ownership or investment interest in any entity with which NAM has a transaction or arrangement, ORGANIZATIONAL DOCUMENTS Certificate of Incorporation By-Laws Conflict of Interest Policy Article I - Purpose The purpose of the conflict of interest policy is to protect the interest of the Nonprofit

More information

Position Title: Management Info Chief. Working Title: Technical Project Management Section Chief

Position Title: Management Info Chief. Working Title: Technical Project Management Section Chief Position Title: Management Info Chief Working Title: Technical Project Management Section Chief This management position directs the operational activities of the Project Management Office whose mission

More information

Guidelines for Corporate Governance

Guidelines for Corporate Governance The following Guidelines for Corporate Governance have been adopted by the Board of Directors ( Board ) of MAXIMUS, Inc. (the Company ) to serve as a guide for the exercise of the Board s responsibilities.

More information

Corporate Governance Guidelines

Corporate Governance Guidelines Corporate Governance Guidelines IDEXX Laboratories, Inc. Introduction The Board of Directors (the Board ) of IDEXX Laboratories, Inc. (the Company ) has adopted the following Corporate Governance Guidelines

More information

PDC Energy, Inc. Corporate Governance Guidelines

PDC Energy, Inc. Corporate Governance Guidelines PDC Energy, Inc. Corporate Governance Guidelines As Amended June 4, 2015 The Board of Directors (the "Board") of PDC Energy, Inc. ( PDC or the Company ) has adopted these guidelines to promote the effective

More information

MONDELĒZ INTERNATIONAL, INC. Corporate Governance Guidelines

MONDELĒZ INTERNATIONAL, INC. Corporate Governance Guidelines MONDELĒZ INTERNATIONAL, INC. Corporate Governance Guidelines A. ROLE AND RESPONSIBILITY OF THE BOARD The Board of Directors (the "Board") primary responsibility is to foster Mondelēz International Inc.

More information

CHARTER OF THE BOARD OF DIRECTORS

CHARTER OF THE BOARD OF DIRECTORS CHARTER OF THE BOARD OF DIRECTORS I. PURPOSE This charter describes the role of the Board of Directors (the "Board") of Aimia Inc. (the "Corporation"). This charter is subject to the provisions of the

More information

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF EVERBANK FINANCIAL CORP

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF EVERBANK FINANCIAL CORP CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF EVERBANK FINANCIAL CORP 1 EverBank Financial Corp Charter of the Audit Committee I. PURPOSE OF THE COMMITTEE The purpose of the Audit Committee

More information

Board of Directors Orientation Manual

Board of Directors Orientation Manual Board of Directors Orientation Manual 1 TABLE OF CONTENTS I. Contacts 1. Board of Directors List 2. Key Staff List II. Organization Information 1. ABC Mission, Vision and Values 2. Agency History and Timeline

More information

Best Practices for Executive Directors and Boards of Nonprofit Organizations

Best Practices for Executive Directors and Boards of Nonprofit Organizations for Executive Directors and Boards of Nonprofit Organizations The following document on best practices was developed from a highly-successful training program called MATRIX* that was conducted in 1999

More information

LOOKSMART, LTD. CORPORATE GOVERNANCE GUIDELINES

LOOKSMART, LTD. CORPORATE GOVERNANCE GUIDELINES LOOKSMART, LTD. CORPORATE GOVERNANCE GUIDELINES As ratified on 10/18/10 The board has developed corporate governance practices to help fulfill its responsibility to the shareholders. These practices are

More information

BOARD MANUAL. DATE: May 25, 2011 REVISED/REVIEWED: November 26, 2014

BOARD MANUAL. DATE: May 25, 2011 REVISED/REVIEWED: November 26, 2014 BOARD MANUAL SUBJECT: SECTION: Board Processes NUMBER: 2-D-18 APPROVED BY: Board of Directors DATE: May 25, 2011 REVISED/REVIEWED: Table of Contents 1. Recruitment and Selection of New Directors... 2 2.

More information

SEMPRA ENERGY. Corporate Governance Guidelines. As adopted by the Board of Directors of Sempra Energy and amended through September 12, 2014

SEMPRA ENERGY. Corporate Governance Guidelines. As adopted by the Board of Directors of Sempra Energy and amended through September 12, 2014 SEMPRA ENERGY Corporate Governance Guidelines As adopted by the Board of Directors of Sempra Energy and amended through September 12, 2014 I Role of the Board and Management 1.1 Board Oversight Sempra

More information

AURYN RESOURCES INC. BOARD GUIDELINES

AURYN RESOURCES INC. BOARD GUIDELINES AURYN RESOURCES INC. BOARD GUIDELINES 1. INTRODUCTION 1.1 The board of directors (the Board ) of Auryn Resources Inc. (the Company ) believes a principal objective of the Company is to generate acceptable

More information

CSX CORPORATION. Board of Directors. Corporate Governance Guidelines

CSX CORPORATION. Board of Directors. Corporate Governance Guidelines CSX CORPORATION Board of Directors Corporate Governance Guidelines The following guidelines have been adopted by the Board of Directors and, together with the charters of the standing Board committees,

More information

Canada Media Fund/Fonds des médias du Canada

Canada Media Fund/Fonds des médias du Canada Canada Media Fund/Fonds des médias du Canada Statement of Corporate Governance Principles I. Introduction The Corporation s mandate is to champion the creation of successful, innovative Canadian content

More information

Mississippi s Nonprofit Management Certification Program

Mississippi s Nonprofit Management Certification Program Mississippi s Nonprofit Management Certification Program A History of Excellence in Action Excellence in Action (EIA) is based on the Mississippi Center for Nonprofits Principles and Practices for Nonprofit

More information

School Management Committees of Primary and Secondary Schools

School Management Committees of Primary and Secondary Schools Paper No. CB(2)655/99-00(02) School Management Committees of Primary and Secondary Schools Purpose This paper aims to provide information on the operation of the School Management Committees (SMC) in primary

More information

Rhode Island Department of Elementary and Secondary Education. Office of Multiple Pathways. Adult Education Local Program Monitoring Tool

Rhode Island Department of Elementary and Secondary Education. Office of Multiple Pathways. Adult Education Local Program Monitoring Tool Rhode Island Department of Elementary and Secondary Education Office of Multiple Pathways Adult Education Local Program Monitoring Tool 8 1 References: Building the Critical Links: Recommendations of the

More information

MeadWestvaco Corporation

MeadWestvaco Corporation MeadWestvaco Corporation CORPORATE GOVERNANCE PRINCIPLES The mission of the Board of Directors is to foster the success of MeadWestvaco Corporation, including the enhancement of long-term shareholder value.

More information

CORPORATE GOVERNANCE GUIDELINES

CORPORATE GOVERNANCE GUIDELINES I. Introduction CORPORATE GOVERNANCE GUIDELINES The Board of Trustees of Urban Edge Properties (the Trust ), acting on the recommendation of its Corporate Governance and Nominating Committee, has developed

More information

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF GLOBAL MEDICAL REIT INC. ADOPTED AS OF JUNE 13, 2016

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF GLOBAL MEDICAL REIT INC. ADOPTED AS OF JUNE 13, 2016 CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF GLOBAL MEDICAL REIT INC. ADOPTED AS OF JUNE 13, 2016 I. PURPOSE OF THE COMMITTEE The purposes of the Audit Committee (the Committee ) of the

More information

GREAT PLAINS ENERGY INCORPORATED BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES. Amended: December 9, 2014

GREAT PLAINS ENERGY INCORPORATED BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES. Amended: December 9, 2014 GREAT PLAINS ENERGY INCORPORATED BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES Amended: December 9, 2014 Introduction The Board of Directors (the Board ) of Great Plains Energy Incorporated (the Company

More information

BAHRAIN TELECOMMUNICATIONS COMPANY B.S.C. AUDIT COMMITTEE CHARTER

BAHRAIN TELECOMMUNICATIONS COMPANY B.S.C. AUDIT COMMITTEE CHARTER BAHRAIN TELECOMMUNICATIONS COMPANY B.S.C. AUDIT COMMITTEE CHARTER Contents I. Audit Committee... 1 1. Purpose and Mission... 1 2. Authority... 1 3. Membership... 2 4. Secretary... 3 5. Quorum... 3 6. Decisions...

More information

THE ULTIMATE SOFTWARE GROUP, INC. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS AMENDED AND RESTATED CHARTER

THE ULTIMATE SOFTWARE GROUP, INC. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS AMENDED AND RESTATED CHARTER Adopted February 4, 2013 THE ULTIMATE SOFTWARE GROUP, INC. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS AMENDED AND RESTATED CHARTER I. PURPOSE: The primary function of the Audit Committee (the Committee

More information

CORPORATE GOVERNANCE GUIDELINES (as amended and restated on January 20, 2014)

CORPORATE GOVERNANCE GUIDELINES (as amended and restated on January 20, 2014) CORPORATE GOVERNANCE GUIDELINES (as amended and restated on January 20, 2014) The Board of Directors (the Board or individually Director ) of Symantec Corporation (the Company ) represents the interests

More information

TECK RESOURCES LIMITED AUDIT COMMITTEE CHARTER

TECK RESOURCES LIMITED AUDIT COMMITTEE CHARTER Page 1 of 7 A. GENERAL 1. PURPOSE The purpose of the Audit Committee (the Committee ) of the Board of Directors (the Board ) of Teck Resources Limited ( the Corporation ) is to provide an open avenue of

More information

CORPORATE GOVERNANCE GUIDELINES OF APPLE COMPUTER, INC.

CORPORATE GOVERNANCE GUIDELINES OF APPLE COMPUTER, INC. CORPORATE GOVERNANCE GUIDELINES OF APPLE COMPUTER, INC. OVERVIEW THE ROLE OF THE BOARD OF DIRECTORS: It is the paramount duty of the Board of Directors to oversee the CEO and other senior management in

More information

Corporate Governance Guidelines of Ferrellgas, Inc., as the general partner of Ferrellgas Partners, L.P.

Corporate Governance Guidelines of Ferrellgas, Inc., as the general partner of Ferrellgas Partners, L.P. Corporate Governance Guidelines of Ferrellgas, Inc., as the general partner of Ferrellgas Partners, L.P. Ferrellgas Partners, L.P. and its operating subsidiary, Ferrellgas, L.P., are limited partnerships

More information

HALOZYME THERAPEUTICS, INC. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS ORGANIZATION AND MEMBERSHIP REQUIREMENTS

HALOZYME THERAPEUTICS, INC. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS ORGANIZATION AND MEMBERSHIP REQUIREMENTS HALOZYME THERAPEUTICS, INC. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS I. STATEMENT OF POLICY The Audit Committee (the Committee ) of the Board of Directors (the Board ) of Halozyme Therapeutics,

More information

CORPORATE GOVERNANCE GUIDELINES

CORPORATE GOVERNANCE GUIDELINES CORPORATE GOVERNANCE GUIDELINES The Role of the Board and Management The Board of Directors (the Board ) of Host Hotels & Resorts, Inc. ( Host or the Company ) oversees the management of Host and its business.

More information

MATTEL, INC. AMENDED AND RESTATED AUDIT COMMITTEE CHARTER

MATTEL, INC. AMENDED AND RESTATED AUDIT COMMITTEE CHARTER Purpose MATTEL, INC. AMENDED AND RESTATED AUDIT COMMITTEE CHARTER The purpose of the Audit Committee (the Committee ) is to provide assistance to the Board of Directors (the Board ) of Mattel, Inc. (the

More information

A CFO s Guide to Corporate Governance

A CFO s Guide to Corporate Governance A CFO s Guide to Corporate Governance By Linda D. Henman, Ph.D. Few people can define governance in concrete terms, yet it remains one of those allencompassing words that people use frequently. The dictionary

More information

CORPORATE GOVERNANCE GUIDELINES

CORPORATE GOVERNANCE GUIDELINES CORPORATE GOVERNANCE GUIDELINES As amended September 3, 2015 57276 The Board has adopted these Guidelines and the committee charters to provide a framework for the functioning of the Board. The Board will

More information

STATEMENT OF VALUES AND CODE OF ETHICS

STATEMENT OF VALUES AND CODE OF ETHICS STATEMENT OF VALUES AND CODE OF ETHICS INTRODUCTION The Smithsonian Institution is a public trust whose mission is the increase and diffusion of knowledge. The Smithsonian was established by the United

More information

Application for MPCAA Board of Directors. 1. What interests you most about serving on MPCAA s Board of Directors?

Application for MPCAA Board of Directors. 1. What interests you most about serving on MPCAA s Board of Directors? Application for MPCAA Board of Directors Name: Address: Phone: 1. What interests you most about serving on MPCAA s Board of Directors? 2. Do you consider yourself to be Low-Income? If not, how do you feel

More information

Incentive Compensation Systems In Community Health Centers. Curt Degenfelder Managing Director curtis.degenfelder@rsmi.com

Incentive Compensation Systems In Community Health Centers. Curt Degenfelder Managing Director curtis.degenfelder@rsmi.com Incentive Compensation Systems In Community Health Centers Curt Degenfelder Managing Director curtis.degenfelder@rsmi.com 1 What are the components of successful health centers culture that support an

More information

ADOBE CORPORATE GOVERNANCE GUIDELINES

ADOBE CORPORATE GOVERNANCE GUIDELINES Contents 2 Introduction 2 The Mission of the Board of Directors 2 Guidelines for Corporate Governance ADOBE CORPORATE GOVERNANCE GUIDELINES 2 Selection of the Board 3 Board Leadership 3 Board Composition,

More information

INVITAE CORPORATION CORPORATE GOVERNANCE GUIDELINES

INVITAE CORPORATION CORPORATE GOVERNANCE GUIDELINES INVITAE CORPORATION CORPORATE GOVERNANCE GUIDELINES A. The Roles of the Board of Directors and Management 1. The Board of Directors The business of Invitae Corporation (the Company ) is conducted under

More information

The Board Member s First Duty: Accountability

The Board Member s First Duty: Accountability BOARD room The Board Member s First Duty: Accountability Use this checklist to evaluate your own performance. BY FISHER HOWE Nonprofit organizations, because they are supported by public contributions

More information

STATEMENT OF CORPORATE GOVERNANCE GUIDELINES

STATEMENT OF CORPORATE GOVERNANCE GUIDELINES STATEMENT OF CORPORATE GOVERNANCE GUIDELINES As Approved by the Board of Directors on October 10, 2005 and Amended on January 25, 2007, April 17, 2008, October 29, 2009, June 30, 2010, August 9, 2012,

More information

COHERENT, INC. Board of Directors. Governance Guidelines

COHERENT, INC. Board of Directors. Governance Guidelines COHERENT, INC. Board of Directors Governance Guidelines Effective: December 12, 2013 1. Mission of the Board The Board of Directors (the Board ) has the ultimate responsibility for the well being of the

More information

EMC CORPORATION. Corporate Governance Guidelines

EMC CORPORATION. Corporate Governance Guidelines EMC CORPORATION Corporate Governance Guidelines The following Corporate Governance Guidelines (the Guidelines ) have been adopted by the Board of Directors (the Board ) of EMC Corporation (the Company

More information

Statement of Values and Code of Ethics for Nonprofit and Philanthropic Organizations

Statement of Values and Code of Ethics for Nonprofit and Philanthropic Organizations Statement of Values and Code of Ethics for Nonprofit and Philanthropic Organizations This document was drafted by a special taskforce of the INDEPENDENT SECTOR Ethics and Accountability Committee, distributed

More information

CORPORATE GOVERNANCE FRAMEWORK

CORPORATE GOVERNANCE FRAMEWORK CORPORATE GOVERNANCE FRAMEWORK January 2015 TABLE OF CONTENTS 1. INTRODUCTION... 3 2. CORPORATE GOVERNANCE PRINCIPLES... 4 3. GOVERNANCE STRUCTURE... 5 4. THE BOARD S ROLE... 5 5. COMMITTEES OF THE BOARD...

More information

ORACLE CORPORATION CORPORATE GOVERNANCE GUIDELINES (January 10, 2014)

ORACLE CORPORATION CORPORATE GOVERNANCE GUIDELINES (January 10, 2014) ORACLE CORPORATION CORPORATE GOVERNANCE GUIDELINES (January 10, 2014) 1. Director Qualifications A majority of the members of the Board of Directors (the Board ) of Oracle Corporation ( Oracle ) must qualify

More information

Corporate Governance Guidelines

Corporate Governance Guidelines Corporate Governance Guidelines ROLE OF THE BOARD: The basic responsibility of the directors is to exercise their business judgment to act in what they reasonably believe to be in the best interests of

More information

EXHIBIT A THE TIMKEN COMPANY BOARD OF DIRECTORS GENERAL POLICIES AND PROCEDURES

EXHIBIT A THE TIMKEN COMPANY BOARD OF DIRECTORS GENERAL POLICIES AND PROCEDURES 2014 EXHIBIT A THE TIMKEN COMPANY BOARD OF DIRECTORS GENERAL POLICIES AND PROCEDURES The primary duty of the Board of Directors (the Board ) is to promote the best interests of the Company through overseeing

More information

Delphi Automotive PLC. Corporate Governance Guidelines

Delphi Automotive PLC. Corporate Governance Guidelines Delphi Automotive PLC Corporate Governance Guidelines TABLE OF CONTENTS DELPHI VISION AND VALUES... 3 Delphi Vision: Why We Exist and the Essence of Our Business... 3 Delphi Values: How We Conduct Ourselves...

More information

How To Run A Nonprofit Organization

How To Run A Nonprofit Organization SELF-ASSESSMENT TOOL FOR NONPROFIT ORGANIZATIONS Name of organization: Directions: This checklist is designed to be completed by the Executive Director and Chairperson of the Board. Please discuss each

More information

RFP HTH 460-12-02. Attachment I. CAMHD Quality Assurance and Improvement Program

RFP HTH 460-12-02. Attachment I. CAMHD Quality Assurance and Improvement Program Attachment I CAMHD Table of Contents 1. Purpose of the................... 3 2. Goals and Objectives of the QAIP......................................... 4 3. Methods Used to Systematically Monitor Care

More information

Redesigning Board Meetings: Increasing the Impact of the Board's Work

Redesigning Board Meetings: Increasing the Impact of the Board's Work 1 YWCA's of the Great Lakes Alliance Region Redesigning Board Meetings: Increasing the Impact of the Board's Work May 24, 2012 Presented by: Frank Martinelli GLA Capacity Building Consultant frank@createthefuture.com

More information

THE BOARD OF DIRECTORS OF THE DEPOSITORY TRUST & CLEARING CORPORATION MISSION STATEMENT

THE BOARD OF DIRECTORS OF THE DEPOSITORY TRUST & CLEARING CORPORATION MISSION STATEMENT THE BOARD OF DIRECTORS OF THE DEPOSITORY TRUST & CLEARING CORPORATION MISSION STATEMENT The Board of Directors of The Depository Trust & Clearing Corporation ( DTCC or the Corporation ) is responsible

More information

ALLEGIANT TRAVEL COMPANY AUDIT COMMITTEE CHARTER

ALLEGIANT TRAVEL COMPANY AUDIT COMMITTEE CHARTER I. PURPOSE ALLEGIANT TRAVEL COMPANY AUDIT COMMITTEE CHARTER (As Revised January 28, 2013) The Audit Committee shall provide assistance to the Company's Board of Directors (the "Board") in fulfilling the

More information