Committee Procedures
ADOPTED BY THE ICGN BOARD IN JUNE
2005 AND COMMUNICATED TO THE MEMBERSHIP AS AN APPENDIX TO
THE BYLAWS AND PROCEDURES COMMITTEE REPORT TO THE 2005 AGM
(PAPER 5).
Preamble
The ICGN Board of Governors has updated
the following guidelines for committees in order to set out
the role and responsibilities of the Chairman and members,
expectations regarding the work programme, and arrangements
for reporting and approval of recommendations.
The purpose of the ICGN committees is to
draw upon the organisation’s unique membership, which
includes leaders in corporate governance from over 30 countries,
in order to exchange information internationally and raise
standards. The committees serve to develop work on topical
issues which are relevant to ICGN’s mission, through
consultation, debate, research, and development of policy
positions and best practice guidelines.
Those invited to chair ICGN committees will
have acknowledged expertise in the field of enquiry, with
an ability to convene, consult and build consensus. The Chairman
is expected to invite a broad discussion of all relevant issues.
The Chairman is responsible for proposing
members to serve on the committee with due regard to relevant
expertise, regional balance and broad experience from different
sides of the corporate governance community. It is expected
that those invited to join the committee be drawn from among
the ICGN membership. In exceptional circumstances, where the
work of the committee will benefit, non-members may be invited
to join.
The Chairman will be supported by the ICGN
Secretariat in the administration of meetings and by the Executive
Director in development of the work programme and drafting
of reports for approval by the Board and ICGN membership.
1. Constitution
1.1 ICGN Committees are constituted by the
Board of Governors (Board), who are entitled to designate
their chairman and approve their composition and terms of
reference. Using the relevant procedures laid down in the
Bylaws, the ICGN members in general meeting may also resolve
that the Board of Governors creates or terminates a committee.
1.2 The Board identifies a person who would
serve as chairman of the committee and in conjunction with
whom the terms of reference and a list of potential committee
members are drawn up.
1.3 Every committee should include a member
of the ICGN Board to be responsible for liaison between the
Board and the committee. Alternatively, if there is no member
of the Board serving on a committee, a member of the Board
must be given the specific task of speaking on behalf of that
Committee at Board meetings.
1.4 The Executive Director shall be invited
to all meetings of ICGN Business Committees (currently the
Nominations, Bylaws and Procedures, and Audit Committees)
and be an ex-officio member of all other committees.
1.5 The Board in its conference call in
September reviews and decides on which committees should be
invited to continue in operation. Each committee is therefore
formally constituted either until it has completed its tasks
or until the Board conference call in the next following September,
whichever is the earlier, unless a different term has been
specified by a vote of the membership.
1.6 In exceptional circumstances, the Board
may at its discretion remove a chairman or member of a committee
before the expiration of its normal term.
1.7 The committee's terms of reference
identify the specific tasks of each committee as follows:
- The required outcomes
- When the outcomes are expected to be
complete
- The level of authority of the
committee chairman to act on behalf of ICGN in representations
to the outside world, either in written form to such as
regulators, or in communicating with the press.
2. Working of the
committee
In addressing its tasks, the committee will
need to:
2.1 Be aware of the need to maintain ICGN’s
high international reputation in all its dealings.
2.2 Determine how it will operate (usually
by conference call/e-mail because of logistics and budgetary
issues).
2.3 Ensure that the committee members and
the Executive Director and any other staff that attend meetings
are fully aware of their responsibilities to:
- hold information learned in committee
meetings confidential as appropriate.
- disclose to the committee any circumstance
that could be considered as presenting a conflicting interest,
so that the committee can made an informed decision about
whether to ask that person to recuse him or herself from
the discussion of the issue.
2.4 Follow the financial requirements of:
- Preparing a budget for approval by the
Board, initially for all the tasks, or all those that can
be foreseen, showing the amount likely to be spent in the
current financial year (ending on December 31st). Thereafter,
if the committee’s activities are to continue after
the end of the first financial year, a budget for the next
financial year, to be prepared by the end of September for
approval by the Board
- Only committing ICGN to any item of
expenditure which is within the approved budget and under
£5,000, otherwise seeking Board approval to such expenditure
- Forwarding invoices for payment to the
ICGN Secretariat
2.5 Request Board approval to the membership
and terms of reference of any sub-committee, unless the sub-committee
is wholly drawn from the committee members.
2.6 Report its findings back to the Board
for notification and, if necessary,
approval.
2.7 Provide a report of the committee’s
activities by mid May, for approval by the Board, for inclusion
in the documents sent in June for presentation to the Annual
General Meeting in July. In the event that the Board does
not approve the committee report, the report may be put to
the Annual General Meeting if a) a two-thirds vote of the
committee requests that the report be brought to the floor;
such vote to be taken after each committee member has been
informed of the Board’s non-approval and the reasons
therefor; and b) that the Board’s non-approval and the
subsequent two-thirds vote be noted on the report submitted
to the Annual General Meeting.
2.8 Ensure that all committee output includes
a list of the current members of the committee.
3. The committee
chairman
The committee chairman has overall responsibility
for the operation of the committee including:
3.1 The selection of potential committee
members for approval by the Board, and their subsequent appointment,
taking account of:
- The range of knowledge, experience and
skills required to carry out the
committee’s remit
- Ensuring representation from a reasonable
spread of geographic areas.
3.2. Ensuring that ICGN members have a way
of expressing an interest in serving on the committee e.g.
by the secretariat emailing, or using any other means to communicate
with all, or selected groups of, ICGN members.
3.3 Ensuring the Committee understands and
acts to achieve the tasks set by the
Board and in accordance with the ICGN committee procedures.
3.4 Identifying and managing any contractors
or volunteers.
3.5 Ensuring that the committee operates
within its agreed budget.
3.6 Ensuring the Board is kept informed
of the Committee’s activities and securing Board approval
as necessary.
3.7 Ensuring the committee holds a portion
of a meeting in executive session on a regular basis and as
they deem necessary, at which the Executive Director and other
ICGN staff or contractors shall be excluded, to allow for
discussion of issues they may find appropriate.
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