Treasurer of the International Board

Treasurer of the International Board I. MSF INTERNATIONAL Médecins Sans Frontières (MSF) is an international, independent, medical humanitarian organisation that delivers emergency aid to people affected by armed conflict, epidemics, healthcare exclusion and natural disasters. MSF offers assistance to people based only on need and irrespective of race, religion, gender or political affiliation. MSF International is the legal entity that binds MSF s 19 sections, 23 associations and other offices together. Based in Geneva, MSF International provides coordination, information and support to the MSF Movement, as well as implements international projects and initiatives as requested. II. PLACE IN THE ORGANISATION The appointed Treasurer is a non voting member of the MSF International Board. The International Board manages the Association with specific powers as delegated by the International General Assembly. The International Board comprises the following voting members: the President of the Association; and one representative for each Operational Directorate (a president or another board member); and members elected by the International General Assembly; their total number (excluding the President) equals the number of representatives of Operational Directorates plus one. III. MAIN RESPONSIBILITIES This document sets out the responsibilities of the Treasurer by reference to: The association s statutes and internal rules The terms of reference of the Finance and Audit Standing Committee (FASC), of which the Treasurer is the chairperson or co-chairperson, and part of the core FASC Other matters not covered above but implicit in the role. Statutes and internal rules Page 1 of 12

Governance provisions concerning the Treasurer of the IB are to be found in the Statutes of Médecins Sans Frontières International in articles 22 and 27 (see Appendix 1) and in the Internal Rules in section 3.6 (see Appendix 2). The responsibilities mentioned in the statutes and internal rules can be summarized as follows: With the assistance of the Secretary General, prepare the annual financial statements of the Association (i.e. the International Office (IO)) in accordance with the Swiss Code of Obligations. With the assistance of the Secretary General, prepare the International Combined Accounts (ICA) of the movement. With the assistance of the Secretary General, submit the IO financial statements and the movement s international combined accounts, plus the IO budget of the next year, to the IB. Submit the IO accounts and ICA to the IGA. With the assistance of the Secretary General means that the tasks described are executive functions for which the Treasurer has an associative, non-executive oversight responsibility. In practice, this responsibility involves close coordination with: In the case of the IO financial statements: o the IO Finance Director and o the external auditors of the IO financial statements In the case of the International Combined Accounts: o the International Finance Coordinator (IFC), o the FinDir (via the IFC) and o the external auditors of the ICA. The Treasurer has to provide input: At the stage of planning the preparation of the accounts, on, inter alia: o the timetable, o the accounting policies, o the first draft of the financial statements; and o problems to be expected from specific individual sections, based on previous years experience. At the stage of planning the audit, on, inter alia: o the scope of the audit o the level of the audit fees o the audit timetable; and o the auditors response to proposed accounting policies. At the finalization of the accounts, on, inter alia: o delays experienced in obtaining information from other sections, o technical accounting questions, Page 2 of 12

o the preparation of the accounts themselves, o negotiating with the auditors regarding changes that they wish to see made to the accounts; and o reviewing and agreeing presentations from the finance team and from the auditors to the FASC and to the IB. As can be seen from the above, the statutes and internal rules focus on the role of the Treasurer regarding the financial statements. However, this does not give the full picture of the Treasurer s responsibilities. Finance & Audit Standing Committee (FASC) The Treasurer s responsibilities are set out in more detail in the ToR of the FASC (see appendix 3). The main areas of responsibility mentioned in that document are: Financial Reporting & Analysis for the International Board Financial Risk Management and Financial Controls External Audit of the Association s IO financial statements and the International Combined Accounts Financial Management Internal Audit Financial reporting and analysis encompasses not only the annual financial statements mentioned in the statutes but also the annual treasurer s report presented to the IGA. Financial analysis can range from review of fundraising forecasts and estimates to assessments of viability of growth plans presented in the budgeting cycle. Risk management and internal controls is a broad topic. This is primarily an executive responsibility but the associative, as ultimate bearer of responsibility, has a critical oversight role. Under the heading of risk management, the FASC has for example included on its agenda: Monitoring the movement-wide roll-out of a risk management assessment Considering how to measure the need for reserves Monitoring the RSA check-in process Monitoring financial performance during the year, including the topic of interim financial reporting Enquiring about the existence of audit committees at section and/or group level Enquiring about the existence of internal audit functions across the movement The approach to most of the matters that fall within the scope of the FASC involves: 1. Liaising with the IFC and the FinDir on the matter under consideration 1. Presenting or inviting the IFC to present the matter to the FASC Page 3 of 12

2. Reporting to the IB on the matter. Other matters implicit in the role of Treasurer Additional responsibilities of the Treasurer not mentioned above include: providing specialist input to the IB on the financial reporting and internal control implications and impact of matters raised at the IB. reviewing the financial part of the Executive s annual work plan that is submitted to the IB for approval. As necessary and requested by the IB, be prepared to diligence matters on its behalf Periodically perform a self-reflection on the construction and working effectiveness of the FASC. In other words, taking responsibility for movement-wide financial matters. IV. PROFILE REQUIREMENTS Commitment to the aims and values of Médecins Sans Frontières Experience of preparing and/or auditing financial statements Strategic financial management experience Financial analysis and money management experience Familiarity with financial and credit risk management Risk assessment experience Prior experience communicating with partner level auditors is important and knowledge of the preparation of financial statements Ability to communicate financial matters to a non-financial audience Technical accounting knowledge Experience with budgeting, forecasting, and the planning process Prior management and program management experience is favourable especially of information technology and financial systems This experience is critical in commanding the respect of decision makers in the organisation. V. LOCATION Most of the work can be done remotely. There is no need to be in an MSF office except for face-to-face meetings. Meetings include: the IGA, usually three days, once a year IB meetings, usually two days (around six per year, usually in Amsterdam, Barcelona, Brussels, Geneva, Paris) meetings of the FASC, usually two hours prior to IB meetings and as necessary Page 4 of 12

meetings with financial management (mainly the IFC and the IO FD) in Geneva, as and when required meetings with the auditors (of the IO and of the ICA) in Geneva; and partial attendance (both to learn and to demonstrate the IB s interest) at FinDir meetings Starting date: October/November 2016 Work time: 35% to 50% Term: 3 years mandate (the Treasurer may serve a maximum of two consecutive terms.) Deadline for applications: 1 September 2016 Please submit all applications only by email to: IO-recruitment.gva@msf.org stating International Treasurer in the title Please submit only one zip file containing your CV and cover letter and name the zip file with your last name Only short-listed candidates will be contacted Page 5 of 12

APPENDIX 1 Médecins Sans Frontières International Statutes - excerpts Article 22 Treasurer 1. The International Board appoints the treasurer of the Association (the "Treasurer") and determines his/her role and competences, as well as his/her term of office. The appointment of the Treasurer must be endorsed by the International General Assembly. 2. The Treasurer has the right to attend the International General Assembly. The Treasurer shall be entitled to vote at the International Board provided he/she is an elected Voting IB Member pursuant to Article 15 para 2. 3. The Treasurer, with the assistance of the Secretary General, shall on behalf of the Board be responsible for: a. preparing the financial report of the Association and presenting them to the International Board; and b. preparing the International Combined Accounts and presenting them to the International Board. 4. The Treasurer may present the financial statements of the Association and the International Combined Accounts on behalf of the International Board. 5. The role and competences of the Treasurer are further defined in the Internal Rules. Article 27 - Annual Financial Statements 1. The Treasurer, with the assistance of the Secretary General, prepares the annual financial statements, the annual report and the consolidated financial statements of the Association, if any, insofar as required by the law and the International Combined Accounts. The annual financial statements, the annual report and the consolidated financial statements of the Association, if any, shall be prepared in accordance with generally accepted accounting principles and the provisions of the Swiss Code of Obligations. 2. The Treasurer, with the assistance of the Secretary General, shall submit the annual report, the report of the Auditors, the audited annual financial statements and the audited consolidated financial statements of the Association, if any, for the preceding year, as well as the budget of the following year to the International Board, together with the International Combined Accounts. 3. The report of the auditors, the audited annual financial statements, as well as the audited consolidated financial statements of the Association, if any, shall be submitted to the International General Assembly for approval, together with the International Combined Accounts. Page 6 of 12

APPENDIX 2 MSF Internal Rules - section 3.6 Vice-President and Treasurer The Vice-President and the Treasurer are elected by the International Board. If no member of the International Board has the skills to take on the role of Treasurer, the International Board may appoint any suitable person to this office. A Single Transferable Voting System will be used whenever there are more than two candidates for each office. The term of office of the Vice-President and the Treasurer is three years commencing on the date of their election to the office. They may serve a maximum of two consecutive terms. Page 7 of 12

APPENDIX 3 Terms of reference International Board Audit and Risk Standing Committee 1. Objective The objective of the Audit and Risk Standing Committee (ARSC) of the International Board of the MSF International Association ( the Association ) is to carry out the duties outlined below for the worldwide movement of MSF as a whole ( the movement ). The committee is authorised to request access to resources, information and analyses to enable it to perform these duties of monitoring, reviewing and challenging. It may not give instructions directly to executive management but is expected to provide recommendations to the Board, which may then give instructions as it sees appropriate to executive management. 2. Core responsibilities Financial reporting - Monitor the integrity of the Association s annual financial statements (also known as the International Office ( IO ) financial statements) and of the movement s international combined financial statements and any other formal public announcement that is materially significant to the financial performance or internal control of the worldwide movement as a whole, reviewing significant financial reporting issues and judgements which they contain. - Review and challenge where necessary the consistency of, and any changes to or deviations from, accounting policies; whether the association and the movement have followed appropriate accounting standards and made appropriate estimates and judgements, taking into account the views of the external auditor; the clarity of disclosure in the association s and the movement s financial reports and the context in which statements are made; and all material information presented with the financial statements, such as the President s Report and the Treasurer s Report. Risk management and internal controls - Oversee and monitor the movement s identification of risk and its response to it, including not just financial risks, by requesting that the International Board encourage individual sections to prepare risk analyses that identify, in a consistent manner, the risks that the sections face and their response to them. The ARSC shall report regularly to the International Board on progress made in establishing risk analyses at section level, on the basis of reports prepared by executive management and reviewed by the ARSC. At least once a year, the ARSC shall present to the International Board for their Page 8 of 12

consideration a movement-wide risk analysis prepared by executive management and reviewed by the ARSC, together with the ARSC s recommendations. - Consider the extent to which the movement requires reserves as a response to the risks that it faces, by requesting that the International Board encourage individual sections to make such a judgement. The ARSC shall report to the International Board on the movement wide need for reserves, based on a summary prepared by executive management and reviewed by the ARSC. - Keep under review the effectiveness of the movement s risk management and internal controls, by requesting that the International Board encourage individual sections to evaluate the effectiveness of their risk management and internal controls and to report on that evaluation. The ARSC will report regularly to the International Board on progress made in evaluating the effectiveness of risk management and internal controls, based on reports prepared by executive management and reviewed by the ARSC. - Consider reports prepared by executive management regarding individual sections actual income and expenditure and the extent to which variations from projections included in any intersectional resource-sharing agreement ( RSA ) might affect short-term or longterm implementation of and adherence to that RSA. The ARSC shall present its findings and recommendations to the International Board for their consideration. - Review and approve any statements to be included in the annual report concerning risk management and internal controls. External Audit of the Association s IO financial statements and the International Combined Accounts - Consider and make recommendations to the International Board, to be submitted for approval at the IGA, in relation to the appointment, re-appointment and removal of the external auditors of the Association s IO financial statements and the international combined accounts. The ARSC shall oversee the selection process for new auditors and, if an auditor resigns, the ARSC shall investigate the issues leading to this and decide whether any action is required. - Oversee the relationship with the external auditors including (but not limited to) approval of their remuneration, whether fees for audit or nonaudit services and that the level of fees is appropriate to enable an adequate audit to be conducted; approval of their terms of engagement, including any engagement letter issued at the start of each audit and the scope of the audit; assessing annually their independence and objectivity taking into account relevant professional requirements and the relationship with the auditors as a whole; Page 9 of 12

monitoring the auditors compliance with relevant ethical and professional guidance on the rotation of audit partners, the level of fees paid by the Association and the movement compared to the overall fee income of the firm, office and partner and other related requirements; assessing annually the auditors qualifications, expertise and resources and the effectiveness of the audit process which shall include a report from the external auditors on their own internal quality procedures; seeking to ensure co-ordination with the activities of any internal audit function. - Meet regularly with the external auditors, including once at the planning stage before the audit and once after the audit at the reporting stage. The ARSC shall meet the external auditor at least once a year, without any executive management being present, to discuss their remit and any issues arising from the audit. - Review and approve the annual audit plan and ensure that it is consistent with the scope of the audit engagement. - Review the findings of the audit with the external auditors. This shall include but not be limited to, the following a discussion of any major issues which arose during the audit; any accounting and audit judgements; levels of errors identified during the audit. - Review the effectiveness of the audit review any representation letter(s) requested by the external auditors before they are signed by executive management; review the management letter and management s response to the auditor s findings and recommendations. Other matters - Give due consideration to any relevant laws and regulations. - Oversee any investigation of activities which are within its terms of reference and make recommendations to the International Board - At least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the International Board for approval. 3. Composition Members of the ARSC shall be appointed by the International Board of the Association, in consultation with the International Treasurer. The ARSC shall be made up of at least 4 members. All members of the ARSC shall be associative and may not be executive, and at least two of them shall have recent and relevant financial experience. The chairman of the International Board shall not be a member of the ARSC. Only members of the ARSC have the right to attend ARSC meetings. However, other individuals such as the chairman of the International Board, the Page 10 of 12

secretary-general, the international finance coordinator, other international coordinators, and, at section or operational directorate level, treasurers, the heads of finance, risk, compliance, internal audit (to the extent such positions exist) and other representatives may be invited to attend all or part of any meeting as and when appropriate. The external auditors will be invited to attend meetings of the ARSC from time to time. Appointments to the ARSC shall be for a period of up to three years, which may be extended for one further three year period, provided the member remains independent. Initial appointment terms may be staggered in order to avoid a substantial or complete change in the membership of the committee at one time. The International Board shall appoint the ARSC chairman who shall be a member of the International Board. In the absence of the ARSC chairman and/or an appointed deputy, the remaining members present shall elect one of themselves to chair the meeting. 4. Functioning Administrative support to the ARSC shall be provided by the executive assistants of the Association. The quorum necessary for the transaction of business shall be 3 members. A duly convened meeting of the ARSC at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the ARSC. The ARSC should have access to sufficient resources, information and analyses in order to carry out its core responsibilities and is authorised to seek any information it requires through request to the International President or the Secretary General. 5. Meetings The ARSC shall meet at least three times a year at appropriate times in the reporting and audit cycle and otherwise as required on an ad hoc basis in response to specific issues. Meetings of the ARSC shall be called by the Chair of the ARSC at the request of any of its members or at the request of external or internal auditors if they consider it necessary. Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the ARSC and to any other person required to attend no later than 5 working days before the date of the meeting. Supporting papers shall be sent to ARSC members and to other attendees as appropriate, at the same time. The proceedings and resolutions of all meetings of the ARSC, including the names of those present and in attendance, shall be minuted. Minutes of ARSC meetings shall be circulated promptly to all members of the ARSC and, once agreed, to all members of the International Board. Page 11 of 12

6. Reporting The ARSC chairman shall report formally to the International Board on its proceedings after each meeting on all matters within its duties and responsibilities. The ARSC shall make whatever recommendations to the International Board it deems appropriate on any area within its remit where action or improvement is needed. The ARSC shall compile a report to the International General Assembly representatives on its activities to be included in the movement s annual report. The chairman of the ARSC shall attend the Annual International General Assembly of the Association prepared to respond to any questions on the ARSC s activities. ### Page 12 of 12