CAYMAN ISLANDS RED CROSS BRANCH OF THE BRITISH RED CROSS (the Branch or CIRC ) Executive Committee Structure

Transcription

1 CAYMAN ISLANDS RED CROSS BRANCH OF THE BRITISH RED CROSS (the Branch or CIRC ) Executive Committee Structure

2 CONTENT Page 1. Introduction 3 2. Executive Committee 4 3. Elections 5 4. Meetings Protocol 6 5. Conflicts of Interest 8 6. Code of Ethics 9 7. Amendments to the Rule Book 9 Appendices 1: Terms of Reference Executive Committee 10 2: Role Description Trustee 12 3: Role Description Chair of the Executive Committee 14 4: Role Description Treasurer 16 5: Role Description Secretary 18 6: Role Description Vice-Chair 19 7: Role Description Fundraiser 20 8: Role Description Sister Islands Representative 21 9: Terms of Reference Finance and Fundraising Committee 22 10: Terms of Reference Nominations Group 23 11: Terms of Reference Committees/Groups/Panels 24

3 1. INTRODUCTION 1.1 This report has been written to provide Executive Committee members with a brief, general outline of the processes by which the Cayman Islands Red Cross is governed by. It is intended to provide you with some of the basic information that will enable you to understand your role, enable you to take part in Executive Committee discussions, and generally, begin to contribute to the decision-making activities of the Executive. 1.2 The report contains background information terms of reference and role descriptions, for the key functions of the branch s governance. Explanations on protocols and procedures for conducting meetings etc are also contained in the document. 1.3 The report should be read in conjunction with the Constitution of the Cayman Islands Red Cross, the Establishment Agreement and the Memorandum and Articles of Association which are presently the legal constitutional documents of the Branch. These agreements are all presently under review.

4 2. THE EXECUTIVE COMMITTEE 2.1 The Executive Committee (EC) is the governing body of the Branch and ultimately responsible for everything the Branch does. It has the general control and management of the administration of the Branch. Its terms of reference are set out in appendix 1. The exercise of governance, including the determination of policies, is a function of the EC alone. 2.2 The EC will consist of five elected Honorary Officers and up between two to four elected Ordinary Members. The EC may co-opt up to one third of its members. A role description for Trustees is set out in Appendix 2. A Nominations Group (see Appendix 10) will review applications and nominations against agreed criteria and act on behalf of the EC as guardian of the recruitment process. 2.3 Vacancies for co-opted EC members will be filled by an open systematic process, including advertisement and interview. This will not preclude inviting known contacts to apply, but it will open the organisation up to new sources of talent and allow issues of diversity and user engagement to be addressed. 2.4 The Honorary Officers shall be: Chair, Vice-Chair, Secretary, Treasurer and Sister Islands Representative. In accordance with clause 9.1 of the constitution, the EC may change the roles of Honorary Officers as they see fit.

5 3. ELECTIONS 3.1 The majority of the Executive will be elected at the Annual General Meeting or at any other duly convened Extra-ordinary General Meeting as may be determined by the passing of a Special Resolution of the membership. 3.2 Elected Executive Committee Members The Nominations Group shall be convened, with members of the Executive who are not standing for election. In accordance with the Nominations Group terms of reference (Appendix 10), they shall set the election timescale and deadlines Candidates for the Executive Committee must be nominated in advance of the duly convened meeting by two members using an official nomination form. Candidates must be present at the meeting in order to introduce themselves to the membership. Votes will be cast by secret ballot using single transferable vote, where members indicate their numerical preference, i.e. 1 for their first choice, 2 for their second choice etc The term of office and shall take effect at the start of the calendar year following completion of the election process. 3.3 Co-opted Executive Committee Members One third of the Executive Committee may be made up of co-opted members. These individuals are not elected but requested by Executive Committee agreement to take specific roles on the Executive Committee. They have the same rights and responsibilities as elected members. The term for Co-opted members is one year. Co-opted members may be co-opted for another term (one year) or may choose to run for election. The Nominations Group will oversee the recruitment of co-opted members. 3.4 Election of Committee Chairs Unless specified in the terms of reference for committees in the appendix of this document, Executive Committee Members are expected to volunteer for chair positions at the first Executive Committee Meeting held after election. 3.5 Removal of Executive Committee Members Any member of the EC may be expelled from their position by three-quarters majority vote of the rest of the members of the EC Should any member of the EC fall foul of clause 7.7 of the constitution, they will be deemed to have resigned. The EC must convene the Nominations Group to oversee the recruitment of a replacement. 3.6 Vacancies When a vacancy occurs on the EC, the Nominations Group will be convened to oversee the recruitment of a replacement.

6 4. MEETINGS PROTOCOL 4.1 Executive Committee Meetings In order to make the most efficient use of resources and time, all members of the Executive Committee are expected to be well prepared for all Executive Committee meetings Special meetings of the Executive shall be convened at the request of the Chair or at the request of 3 members of the EC. Notice of special meetings must be given to all members of the EC at least 48 hours prior to the date of the proposed meeting With the exception of regular meetings AGM, Executive Committee etc, meetings may be held by conference call with 48 hours notice Resolutions shall be presented on motion by a member of the Executive. The motion must be seconded by another member For the purpose of the business of the Executive, members other than the Chair of the meeting shall have one vote on each question unless a member has declared a conflict of interest in which case the member is not entitled to vote. In the event of an equal number for and against a motion the Chair has the deciding vote A resolution passed by a majority of members at a meeting of the EC at which a quorum is present binds all members of the EC In the absence of the Chair and the Vice-Chair a member chosen by the members present may preside over the meeting. Their duties will cease as of the adjournment of that meeting. 4.2 Annual and Extraordinary General Meetings These shall be conducted in accordance with clauses of the Constitution and the Memorandum and Articles of Association. The Chair, advised by the Secretary shall ensure all the constitutional deadlines and requirements are adhered to in advance of and during such meetings. 4.3 Quorum The quorum for all meetings, unless stated otherwise, shall be 10% of the membership. 4.4 Casting vote In the event of an equality of votes on each side of the question, the Chair shall cast the deciding vote. 4.5 Agenda The agenda shall be established by the Secretary and Chair, and approved by the Executive at the committee meeting Members of the Executive may submit items to the Secretary for consideration by the Secretary and Chair to include such items on the agenda. The agenda may be altered at a regular meeting by motion prior to the adoption of the agenda At any regular or special meeting after the adoption of the agenda, members may give notice of a motion to be placed on the agenda for the following regular or special meeting or may introduce a motion treating a matter not on the agenda to be considered at the meeting in progress All agendas shall include the following: Date and time of meeting

7 Apologies for absence Corrections and approval of the last minutes Matters arising from the last minutes Items for discussion, decision or information Date and time of the next meeting 4.6 Minutes Minutes of each Executive Committee meeting shall be distributed to each member of the EC within three weeks after the meeting. Minutes when adopted, shall be signed by the Chair Committee minutes when approved by the Committee shall be signed by the committee chair All minutes shall follow the same format of: Date and time of the meeting Those in attendance (committee members) and observing (non committee members, e.g. branch members, staff, external representatives etc) Corrections and approval of the last minutes Matters arising from the last meeting Record of the discussion of agenda items along with any agreed decisions and/or actions Date and time of the next meeting The meetings chair will sign a copy of the minutes, which will be maintained on file, once the meeting approve the minutes as a true and accurate record of the last meeting. 4.7 Staff attendance From time to time staff may be invited, by request from the Chair to the Director, to attend meetings. On occasions that staff attend meetings, they shall be observers with speaking rights The Director shall have right of attendance at meetings of the Executive Committee, Finance and Fundraising Committee and Nominations Group. At all these meetings, the Director shall be an observer with speaking rights.

8 5. CONFLICT OF INTEREST 5.1 The Branch requires that no conflict of interest exist between the members of the EC and the Branch. Giving the appearance of no conflict of interest is often as important as the actual absence of such conflict. 5.2 Candidates for, and those serving in, the position of an EC member should consider the possible risk to the interests of the branch which could be caused by their having a close relationship (family, business or other) with a member of the branch s paid staff. 5.3 The possibilities of conflict of interest between EC members and the Branch are illustrated but not limited by the following outlines of some of the more obvious situations where a conflict exists: Members shall not use or disclose to the prejudice of the Branch or for any personal gain any information of decisions, bids, plans or other matters concerning the Branch. Any member of the EC that has a direct pecuniary interest either personally or through his family in a matter under consideration by the EC shall disclose that interest at the first opportunity and shall refrain from voting on or participating in the matter in any other way. Members shall not sell or lease to buy from the Branch any property or services except in the normal course of business. All EC members are required to operate Branch business within the intent of the laws of the land. No member shall divulge confidential information obtained as a result of his or her appointment unless legally required to do so. If any members do divulge such information he/she may be subject to the action outlined in the following paragraph. If the EC has reasonably determined that a member has knowingly allowed himself/herself to be in a conflict of interest the EC may revoke the appointment of that member. 5.4 The EC will continuously monitor its policy on the receipt of hospitality and gifts by EC members and staff, to ensure that: personal gifts with a significant monetary value are not accepted; hospitality is not accepted if it could be seen as a way of exerting an improper influence over the branch s decisions; gifts and hospitality are formally recorded in a register, apart from any inexpensive items such as working meals or free calendars. 5.5 The above shall also apply to all other Members of the branch, including members of its committees and nominated representatives on outside bodies and staff.

9 6. CODE OF ETHICS 6.1 The EC shall conduct themselves ethically when dealing with all matters relating to the Cayman Islands Red Cross, British Red Cross and the Red Cross Red Crescent Movement, and, shall abide by the following principles: They have been entrusted with the responsibility for the overall direction and management of the Red Cross in the Cayman Islands. Therefore, they shall devote time, thought and study to their duties so that they may be informed and render effective and credible service to the community. They shall ensure the interests of the Cayman Islands Red Cross, British Red Cross and the RC Movement when making decisions. They shall respect the language, traditions and standards of the people with whom they deal. They shall work with other members in the spirit of harmony and cooperation in spite of differences of opinion that may arise during debate of point at issue. They shall abide by and uphold the final majority of the Executive Committee. The Chair or their designate is the official spokesperson for the EC and the Branch. Authority rests with the EC, not with individual members acting alone without its authorization. They shall avoid conflicts of interest or the appearance of a conflict (see above). They are in a position of public trust, however, when it is in the public interest to hold in-camera meetings, Executive Committee members shall maintain the confidentiality of matters dealt with during these sessions.

10 Appendix 1 TERMS OF REFERENCE: EXECUTIVE COMMITTEE Purpose: The Executive Committee (EC) are responsible for overseeing the strategic direction of the branch, by providing governance and accountability in ensuring the best possible delivery of programs and services is provided. Members of the EC have collective responsibilities for Branch management in the broadest sense and, as individuals, hold particular responsibilities to conduct their affairs in the most effective and appropriate manner possible. Nature of the role: The EC is the ultimate decision-making body within the branch. It is responsible for setting and review branch policies as well as: Safeguarding the long term reputation and assets of the Branch The ongoing evaluation of the Branch s direction and mission Appointing the Director, determining the remuneration and describing of duties for that position Regular formal, written evaluation of the Director The maintenance of the financial integrity of the Branch The evaluation of the Branch s operations and effectiveness The establishment of mechanisms which monitor programs and other Branch activities on an ongoing basis to ensure that these continue to meet the branch s mandate in the best manner possible with available resources The development and approval of bylaws covering such topics as the selection of EC members, committee structures, meeting and voting procedures and standards of conduct The assumption of powers inherent to our legal status including such as the ability to defend and pursue legal actions, to enter into contracts, and to acquire and sell property The regular assessment of the EC s performance and the performance of its standing and ad hoc committees Composition: The EC s membership shall consist of Honorary Officers and Ordinary Members as outlined below. It should seek to ensure that its membership contains a range of competencies so as to be capable, collectively and with the help of staff, of making sound judgements about the Branch s business. A cross-section of expertise is therefore needed in areas such as the following (which are listed alphabetically, with no one area necessarily taking precedence over any other): community development emergency response and disaster management financial management health and care income generation legal recruitment and human resources management - volunteers and staff schools and youth work voluntary sector Honorary Officers: The Executive Committee shall have the following Honorary Officers: Chair; Vice-Chair; Secretary; Treasurer, and Sister Islands Representative. Members shall be elected to these roles at the AGM or EGM. Honorary Officers shall adhere to the Trustee role description outlined in Appendix 2 as well as the respective role description as stated in Appendices 3-8. Ordinary Members:

11 The EC shall have between two to four Ordinary Members who shall be elected by the membership and adhere to the Trustee role description outlined in Appendix 2. At the start of their term of office they will be appointed lead responsibility for areas identified and agreed by the EC. Term of Office: Members of the EC will be elected to serve a three-year term of office. They can serve a maximum of two successive terms of office, after which they must stand down for at least one year. Staff Involvement: The Branch Director will, as of right, attend Executive Committee meetings. Where necessary, other staff will be invited to attend such meetings. Frequency of Meetings and Quorum: The EC shall meet a minimum of four times a year. The EC may call additional meetings, separate to an AGM or EGM, with at least three working days notice. At least one-third of the Executive must be present for a meeting to be quorate.

12 Appendix 2 ROLE DESCRIPTION: TRUSTEE Overall purpose The Trustees acting individually and collectively have an overall stewardship responsibility for the well-being of the Branch, ensuring that it works effectively towards its vision and mission, harnessing its resources to maximum effect and upholding its core ethos and values and fulfilling a duty of care. The specific duties of a Trustee are: 1. To contribute actively with fellow members of the Executive Committee and the Chairman to ensure that the EC is effective in achieving its purpose. 2. To safeguard and promote the good name, reputation, vision, mission and values of the Branch. 3. To contribute any specific skills, knowledge or experience which they may have to help the Executive Committee reach sound decisions. 4. To lead or be a member of committees/panels/groups as requested by the Chairman. 5. To provide ad hoc advice to the Chairman, the EC and the Director on specific topics relevant to his skills and knowledge. 6. As requested, to represent the Chairman of the Executive Committee at functions and events. Person specification for all Trustees a commitment to the Fundamental Principles a commitment to the Branch an appreciation of the International Movement an appreciation of the Branch s activities a willingness to devote the necessary time and effort, including regular attendance at Executive Committee meetings and other functions integrity strategic vision good, independent judgement an ability to think creatively a willingness to speak their mind an understanding and acceptance of the legal duties, responsibilities and liabilities of trusteeship an ability to work effectively as a member of a team selflessness, integrity, objectivity, accountability, openness, honesty, leadership Trustees should have no conflict of interest and no high profile in the political sphere (in keeping with the Branch s existing policy) and may neither be paid by the Branch nor be a member of its staff. Appointment process Elected Trustees elected by the membership. Co-opted Trustees through advertisement, interview and selection. The Nominations Group will be involved in the appointment process for all Trustees. Accountability To the Chair of the Executive Committee, the EC as a whole and the membership. Term of office Elected Trustees can serve up to two terms of up to three years each, then to stand down for a period of at least one year. Co-opted Trustees serve a one-year term of office. A schedule of

13 retirements by rotation will be agreed by the Executive from time to time, to ensure that one-third of the Executive is elected each year in accordance with clause 7.6 of the constitution.

14 Appendix 3 ROLE DESCRIPTION: CHAIR OF THE EXECUTIVE COMMITTEE Purpose To chair the Executive Committee and ensure it fulfils its responsibilities as the governing body of the Branch as set out in its terms of reference. To work in partnership with the Director to help them achieve the Branch s objectives. To ensure that there is an effective relationship between the Executive and the staff/volunteers To fulfill the normal duties and responsibilities of a trustee in addition to those set out below. Specific responsibilities of the Chair 1. To ensure the Executive Committee s cohesiveness and effectiveness in achieving its objectives and sustaining good working relationships with staff and volunteers. 2. To work with the Director to ensure that the Trustees develop a long-term strategy for the organisation with objectives that can be monitored. 3. To chair the Executive Committee meetings ensuring effective agenda setting and management, accurate Minutes and appropriate follow-up on implementation of decisions made. 4. To ensure that Executive committees/panels/groups work effectively. 5. To work with the Director to ensure that all Trustees receive adequate information and training, that the EC s performance is appraised annually and that appropriate changes are implemented. 6. To work in partnership with the Director to recruit Trustees with relevant expertise and experience. 7. To take a lead in establishing effective and supportive working relationships between the EC, Director and staff. 8. To appoint, support and appraise the Director, taking advice from other Trustees and stakeholders 9. To represent the organisation externally and, where relevant, on external bodies. 10. Working in tandem with the Director, to be a visible focal point to volunteers and staff for the leadership of the Society. 11. To be a member of the Finance and Fundraising Committee. 12. Working with the Director to represent the Branch at external meetings and to meet formally and informally with leaders of other Overseas Branches of the British Red Cross. Appointment process Elected by the membership. Line of accountability To the Executive Committee and the membership. Term of office Maximum of two terms of up to three years each then to stand down for a period of at least one year. Success criteria Board is effective in discharging its responsibilities Board meetings are productive, enjoyable learning and decision making experiences Good working relationship with the Director The Branch continues to achieve its objectives, upholding its values and reputation

15 Desired qualities Commitment to and knowledge of the organisation Commitment to the Fundamental Principles Ability to chair a meeting of high-powered Trustees Judgement and ability to mediate between different views based on the long-term interests of the Branch Appreciation of the British Red Cross Appreciation of the International Movement Appreciation of the Society s activities Willingness to devote the necessary time and effort Strategic vision Ability to think creatively Willingness to speak their mind Understanding and acceptance of the legal duties, responsibilities and liabilities of trusteeship Ability to work effectively as a member of a team Selflessness, integrity, objectivity, accountability, openness, honesty and leadership

16 Appendix 4 ROLE DESCRIPTION: TREASURER Purpose To monitor the Branch s financial situation and performance, including its liquidity, investments and reserves. To chair the Finance and Fundraising Committee and ensure the EC is informed and advised about key financial issues affecting the Branch s well-being and performance in the short and long term. To support and advise the Chair and Director on key financial issues affecting the Branch. To fulfill the normal duties and responsibilities of a trustee in addition to those set out below. Specific responsibilities of the Treasurer 1. To ensure the Finance and Fundraising Committee s cohesiveness and effectiveness in achieving its objectives. 2. To chair the Finance and Fundraising Committee meetings, ensuring effective agendasetting and management, accurate Minutes and appropriate follow-up on recommendations made. 3. To work with the Director, to oversee the relationship with the external auditors. 4. To work with Director, to lead the preparation, presentation and analysis of accounts, budgets and other financial statements to the Executive Committee. 5. To advise the Chair and the EC on key aspects of the Branch s short and long-term financial health relative to its plans and the effectiveness of its use of assets, in particular investments and property. 6. To advise the Chair and the Executive on the quality and implications of the policies in place for financial management, reserves and asset stewardship. 7. To advise the EC on its financial duties and responsibilities. 8. To make a formal presentation of the annual accounts to the EC and membership (at the Annual General Meeting), drawing attention to important points in a coherent and easyto-understand way. 9. To advise on ad hoc financial issues as they arise. Appointment process Elected by the membership. Line of accountability To the Chair of the Executive Committee, the EC as a whole and the membership. Term of office Maximum of two terms of up to three years each then to stand down for a period of at least one year. Success criteria Finance and Fundraising Committee is effective in discharging its responsibilities Finance and Fundraising Committee meetings are productive and enjoyable Good working relationship with the Chair of the Executive Committee and Director Executive Committee is aware of key financial issues The Branch remains in sound financial health and exercises effective stewardship of its resources Desired qualities and experience Commitment to the organisation

17 Commitment to the Fundamental Principals Ability to chair a meeting Significant financial experience in a senior role Awareness of relevant charity law, particularly in financial aspects Understanding and acceptance of legal duties, responsibilities and liabilities of trusteeship Appreciation of the Branch s activities Willingness to devote the necessary time and effort Good, independent judgement Willingness to speak their mind Ability to work effectively as a member of a team Selflessness, integrity, objectivity, accountability, openness, honesty and leadership

18 Appendix 5 ROLE DESCRIPTION: SECRETARY Purpose To plan and organise meetings of the EC. To ensure minutes are produced and distributed of Executive Committee meetings, and work with the Vice-Chair to ensure members are regularly informed of the EC s activities. To fulfill the normal duties and responsibilities of a trustee in addition to those set out below. Specific responsibilities of the Secretary 1. To work with the Chair to plan the agenda and meetings of the Executive Committee. 2. To maintain records of the Executive Committee and ensures effective management of organisation's records. 3. To produce minutes of Executive Committee meetings. 4. To ensure minutes are distributed to members shortly after each meeting. 5. To work with the Vice-Chair to ensure members receive regular information on the EC s activities. 6. To ensure they are sufficiently familiar with legal documents (articles, by-laws, etc.) to note applicability during meetings. Appointment process Elected by the membership. Line of accountability To the Chair of the Executive Committee, the EC as a whole and the membership. Term of office Maximum of two terms of up to three years each then to stand down for a period of at least one year. Success criteria Minutes of Executive Committee meetings are accurate and produced in a timely manner The EC are informed of when meetings are scheduled and receive relevant papers in sufficient time in advance of meetings Members receive regular information, in appropriate format, on the EC s activities. Desired qualities and experience Commitment to the organisation Commitment to the Fundamental Principals Ability to produce accurate minutes Awareness of the essential aspects of good, accurate minutes Understanding and acceptance of legal duties, responsibilities and liabilities of trusteeship Appreciation of the Branch s activities Willingness to devote the necessary time and effort Good, independent judgement Willingness to speak their mind Ability to work effectively as a member of a team Selflessness, integrity, objectivity, accountability, openness, honesty and leadership

19 Appendix 6 ROLE DESCRIPTION: VICE-CHAIR Purpose To deputise for the Chair in their absence. To work in partnership with the Secretary to ensure the membership are regularly informed of the Executive s activities. To support and advise the Chair to fulfill their duties. To fulfill the normal duties and responsibilities of a trustee in addition to those set out below. Specific responsibilities of the Vice-Chair 1. Performs the duties of the Chair in their absence or inability to act. 2. To work with the Vice-Chair to ensure members receive regular information on the EC s activities. Appointment process Elected by the membership. Line of accountability To the Chair of the Executive Committee, the EC as a whole and the membership. Term of office Maximum of two terms of up to three years each then to stand down for a period of at least one year. Success criteria Members are regularly informed of the EC s activities Meetings are productive, when chaired by the Vice-Chair in the Chair s absence Desired qualities and experience Commitment to the organisation Commitment to the Fundamental Principals Ability to chair a meeting Understanding and acceptance of legal duties, responsibilities and liabilities of trusteeship Appreciation of the Branch s activities Willingness to devote the necessary time and effort Good, independent judgement Willingness to speak their mind Ability to work effectively as a member of a team Selflessness, integrity, objectivity, accountability, openness, honesty and leadership

20 Appendix 7 ROLE DESCRIPTION: FUNDRAIRSER/PR Purpose To assist the EC and the Director in the establishment of a strategic fundraising plan. with the overall objective of maximizing the Branch s income and exposure from such efforts. To plan and oversee, in conjunction with the EC, the Director, staff and volunteers the fundraising events held by the Branch To fulfill the normal duties and responsibilities of a trustee in addition to those set out below. Specific responsibilities of the Sister Islands Representative 1. To develop the Branch s long term fundraising strategy. 2. To oversee and co-ordinate the Branch s fundraising events and activities with the EC, Director, staff and volunteers. 3. To develop excellent working relationships with key partners/donors, internal and external to the organisation 4. To develop strategic marketing plans to maximize the exposure of the Branch in all areas of the local community. 5. To ensure all fundraising activities comply with the Seven Fundamental Principles of the Red Cross Movement. Appointment process Elected by the membership. Line of accountability To the Chair of the Executive Committee, the EC as a whole and the membership. Term of office Maximum of two terms of up to three years each then to stand down for a period of at least one year. Success criteria Executive Committee are regularly updated with fundraising strategies and plans Increase in overall donations Increase in Branch exposure Desired qualities and experience Commitment to the organisation Commitment to the Fundamental Principals Understanding and acceptance of legal duties, responsibilities and liabilities of trusteeship Appreciation of the Branch s activities Awareness of activities on Cayman Brac and Little Cayman Willingness to devote the necessary time and effort Good, independent judgement Willingness to speak their mind Ability to work effectively as a member of a team Selflessness, integrity, objectivity, accountability, openness, honesty and leadership

21 Appendix 8 ROLE DESCRIPTION: SISTER ISLANDS REPRESENTATIVE Purpose To act as a bridge between members on Cayman Brac and Little Cayman, (the Sister Islands ), with members on Grand Cayman. To represent the views of members from the Sister Islands to the Executive Committee. To fulfill the normal duties and responsibilities of a trustee in addition to those set out below. Specific responsibilities of the Sister Islands Representative 6. To ensure members on sister islands are given the opportunity to contribute to discussions on the Branch s activities. 7. To obtain the views and concerns of members on the Sister Islands and bring them to the Executive s attention. 8. To inform members on the Sister Islands of the Executive Committee s activities. 9. To inform members on the Sister Islands of Branch activities within Grand Cayman. 10. Working with Director, oversee the development of activities within the Sister Islands. Appointment process Elected by the membership in Cayman Brac and Little Cayman. Line of accountability To the Chair of the Executive Committee, the EC as a whole and the membership. Term of office Maximum of two terms of up to three years each then to stand down for a period of at least one year. Success criteria Executive Committee are regularly informed of the views of members from Cayman Brac and Little Cayman Members on Cayman Brac and Little Cayman are regularly informed of the Branch s activities on Grand Cayman Desired qualities and experience Commitment to the organisation Commitment to the Fundamental Principals Understanding and acceptance of legal duties, responsibilities and liabilities of trusteeship Appreciation of the Branch s activities Awareness of activities on Cayman Brac and Little Cayman Willingness to devote the necessary time and effort Good, independent judgement Willingness to speak their mind Ability to work effectively as a member of a team Selflessness, integrity, objectivity, accountability, openness, honesty and leadership Appendix 9 TERMS OF REFERENCE FOR THE FINANCE AND FUNDRAISING COMMITTEE Purpose:

22 The Finance and Fundraising committee, under the chairmanship of the Treasurer and with direction and approval of the EC, is responsible for monitoring and evaluating the financial condition of the Branch, and coordinating events in order to raise funds to be used for the regular expenses of the Red Cross as well as special focus needs. Nature of the role: The Finance and Fundraising Committee has delegated authority from the Executive for the following responsibilities: To undertake general monitoring, on behalf of the Board of Trustees, of the financial situation and affairs of the Society To recruit fundraising volunteers, develop and implement programs for orienting and soliciting funds from volunteers and donors. To develop written plans, estimated budgets and goals for fundraising programs for review and ratification by the Executive Committee. To evaluate fundraising production annually and make appropriate recommendations to the EC for maximizing results. To monitor expenditure levels to ensure the effective utilization of resources Reviewing revenues to ensure sufficient funding levels are available to support operations To advise on the development and maintenance of the Branch s financial planning system to ensure sufficient resources To recommend draft budget proposals to the full EC To undertake any other tasks specifically delegated to it by the EC. Committee Membership: The Treasurer chairs meetings of the committee. The Chair of the Executive Committee and at least one Ordinary Member of the EC, appointed by the EC, will also serve on the committee for as long as they remain on the EC. Term of Office: External members will be elected to serve a three-year term of office. They can serve a maximum of two successive terms of office, after which they must stand down for at least one year. EC members on the committee will serve until they retire from the EC. Staff Involvement: The Director will, as of right, attend meetings of the Finance and Fundraising Committee. Where necessary, other staff will be invited to attend committee meetings. Frequency of Meetings and Quorum: The Finance and Fundraising Committee shall meet a minimum of four times a year. The EC or the Treasurer may call additional meetings, with at least three working days notice. At least onethird of committee members must be present for a meeting to be quorate. Reporting and Review Arrangements: The Finance and Fundraising Committee shall present regular reports to the EC on its activities. It is responsible for reviewing its remit every year, presenting any proposed amendments to the EC for its approval.

23 Appendix 10 TERMS OF REFERENCE: TRUSTEE NOMINATIONS GROUP Purpose On behalf of the Executive Committee, to oversee the recruitment process for elected and coopted Trustees, ensuring that high-calibre Trustees are identified that begin to reflect the diversity of the communities that the Branch seeks to serve. Responsibilities 1. To maintain up-to-date and relevant role and person specifications for elected and co-opted Trustees and to ensure that candidates for these roles meet them before they are appointed. 2. To identify and publicise specific skills and other requirements (for example, diversity) that the EC is seeking at a particular time, whether from elected or co-opted Trustees. 3. To manage the electoral processes, ensuring that they are transparent and fair. 4. To oversee the advertisement and publicising of co-opted Trustee opportunities in the media and networks. 5. To shortlist and meet candidates for co-opted Trustee roles prior to making a recommendation to the Chair of the Executive Committee for a final selection interview. 6. To make recommendations on an annual basis for the development of Executive Committee members skills in key areas. 7. To make recommendations from time to time for improvements in the election processes. Membership A mix of elected and co-opted Trustees (appointed by the Executive Committee) who are not standing for election, together with the Director (as an Observer). Success criteria Selection of high-calibre Executive Committee members. An Executive Committee that is more representative of the communities the Branch seeks to serve.

24 Appendix 11 TERMS OF REFERENCE: COMMITTEES/PANELS/GROUPS Committees The EC may delegate decision-making to a committee when it feels it lacks the critical mass of specific expertise necessary to make informed decisions or it lacks the time to give due consideration to important issues. When it does this it nevertheless remains ultimately responsible for the decision made. The overall purpose of this type of committee is to make decisions on behalf of the EC and/or to make specific recommendations to the EC for its subsequent endorsement. Panels The EC may establish a panel when it feels it needs to improve the quality of input to debate, long-term strategy development, risk management and ultimately decision-making in a particular area. It will help the EC and Director to remain up to date on the latest thinking in business critical areas of work and to access fresh insights and external perspectives. The panel will advise both the EC and Director, because both bodies need to engage with these kinds of issues if they are to fulfill their responsibilities. Members of the panel may also be available for individual advice. The overall purpose of this type of panel is to advise the EC and key staff on the development of strategic thinking in critical areas. Groups The EC may establish ad hoc, time-limited working groups to tackle specific tasks. The group will disband once it has completed its task. The terms of reference would depend on the task. Format for terms of reference of committees/panels/groups 1. Purpose 2. Nature of role i.e. delegated authority or advisory 3. Membership including chairman and secretary 4. Frequency of meetings and quorum 5. Reporting and reviewing arrangements