International Corporate Governance Society
Board Charter
Date of Adoption: February 25, 2026
Table of Contents
Section 1: Background
Section 2: Introduction of the Charter
Section 3: Board Structure and Election of Board Members
Section 4: The Role of the Board
Section 5: The Role of the Chairperson
Section 6: The Role of Individual Directors
Section 7: The Role of the President
Section 8: The Role of the Vice-President/President-Elect
Section 9: The Role of the Past President
Section 10: The Role of the Treasurer
Section 11: The Role of the Secretary
Section 12: Board Committees
Section 13: Delegations of Authority
Section 14: Networking, Communication and Information Flows
Section 15: Board Meetings
Section 1 Background
1.1 The International Corporate Governance Society (ICGS or Society) is a non-profit, research organization incorporated as a nonstock corporation under the laws of the US state of Virginia. It is formed with the mission to provide an academic forum for international corporate governance scholars that enhances research, teaching, and consulting on corporate governance systems, practices, and outcomes throughout the global economy. ICGS pursues a deliberate international and inter-disciplinary focus. It seeks to be the society of choice for academics with an interest in research, teaching, and/or consulting associated with corporate governance practices and systems.
1.2 All ICGS powers are exercised by or under the authority of, and the business and affairs of the Society are managed under the direction of, the ICGS Board of Directors (Board). Due to the mission of ICGS, the Board strives for the best governance practices to guide and monitor its own activities to the benefit of the Society.
1.3 All Board members (Directors) should feel that it is a privilege to be appointed to the Board of ICGS. In agreeing to become a director, they all assume the responsibility for collectively overseeing the interests of ICGS including the legal and ethical duties that are attached to being on a Board of a charitable not-for-profit organization, receiving funds from ICGS members (Members) and donors. As such, all Directors agree to act in the best interests of ICGS and to uphold their fiduciary duties to the best of their abilities.
1.4 This Board Charter (Charter) is intended to assist the ICGS Board and each Director to fulfil its/their corporate responsibilities. It also signals to ICGS stakeholders that responsibilities are taken seriously and in an accountable manner. It is a public declaration of the Board’s understanding and acceptance of its role and responsibilities.
1.5 All Directors are committed to the five core values that guide the ICGS Board:
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Academic Excellence
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Honesty
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Integrity
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Confidentiality
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Mutual Respect
Discussions in the boardroom should be characterized by the highest professional and ethical standards. All Directors agree to adhere to the four core values and respect the Chairperson’s authority to conduct the meeting in a civil, forthright and open manner. The Chairperson can propose to remove any Director from board discussion at any time should the core values be breached. Such Director shall be so removed if a majority of the Directors present at the meeting agree to their removal. The reasons for removal must be stated in the minutes of the meeting.
1.6 Each Director collectively and individually agrees and aims to meet their obligations to ICGS in accordance with its values and this Charter, the regulations laid down in the Articles of Incorporation, the Bylaws of ICGS as well as the rules for non-profit organizations incorporated in the US state of Virginia.
Section 2 Introduction of the Charter
2.1 The ICGS Board has formally adopted this Charter, detailing the roles and responsibilities of the Board and delegated authority to management. It has incorporated the following board documents: Rules of Engagement (28 April 2016), Vice President/President-Elect Job Description (23 March 2017) and Standing Committees of Board of Directors (22 August 2017) and shall supersede these documents.
2.2 The Charter complements and should be read in conjunction with and subject to the Articles of Incorporation and the Bylaws of ICGS, as well as the rules for non-profit organizations incorporated in the US state of Virginia. If there is any inconsistency, the applicable legal requirements prevail.
2.3 The Board has approved the Charter and may approve amendments by a simple majority of the board when deemed necessary.
Section 3 Board Structure and Election of Directors
3.1 All Directors should be ICGS members. The number of Board members shall be no fewer than eight (8) and no more than seventeen (17) as specified in the Bylaws. The members include the Board Chair, the President, the Vice President, the Treasurer, the Secretary and such other officers as the Board may deem necessary. The office of Board Chair, President, Vice President, and Treasurer should not be held by the same individual simultaneously. Other than these offices, the same individual may simultaneously hold more than one office. In the event that the number of Board Directors falls below eight, Section 3.5 will be activated.
3.2 The Board believes all Directors should bring specific competencies that add value to ICGS and its Board. Therefore, the Board will regularly review its mix of skills, experience, personal attributes, and expertise to ensure it comprises of Directors with a sufficient range of expertise and an adequate balance of skills and experience. The Board also aims to ensure board diversity in terms of nationality, discipline, and gender. All Directors should be aware of and actively manage any interest and any business or other relationship that could reasonably be perceived to materially interfere with the Director’s ability to act in the best interests of ICGS. Any conflict of interest should be disclosed in accordance with the Conflict of Interest Policy.
3.3 Directors are appointed for a term of three years, preferably on a rolling basis. Reappointments to the Board are not automatic. When considering whether to recommend a Director for reappointment, the Board will take into account the individual’s performance as well as the skills and experience mix required by the Board for the future.
3.4 Three months prior to each Annual General Meeting (AGM), the Members are informed which Director’s or Directors’ term(s) (if any) will expire at the next AGM as well as the selection criteria (i.e., expertise and experience required of the nominee(s)) the Board will apply to select the nominees for a competitive election by the Members.
3.5 In accordance with Bylaws of ICGS Section 4.04, a vacancy occurring on the Board as a result of any newly created directorship or the death, resignation, retirement, incapacity, disqualification, or removal of a Director shall be filled by the Board at a Board meeting or by the Members at the next AGM. Nominations to fill a board vacancy by the Board may be made by any current Director by suggesting suitable names together with a short bio of the candidate proposed to the Governance and Nomination Committee within the time frame specified by the Board. The Governance and Nomination Committee shall evaluate all received nominations based on the selection criteria and will recommend to the Board the individuals to be elected at a board meeting. A Director so elected to fill a vacancy as a result of a newly created directorship shall hold office until the third annual meeting of the members succeeding their election, except as may otherwise be determined in the resolution of the Board creating the directorship. A Director elected to fill a vacancy occurring on the Board as a result of the death, resignation, retirement, incapacity, disqualification, or removal of a director shall hold office for the remainder of the term of that Director.
3.6 All director nominations by Members (including self-nominations) shall be made by the set due date specified in the notice to members stated in Section 3.4 above (i.e., around 6 weeks prior to the AGM) and shall include a short bio as well as a statement by the candidate that they are willing to accept a potential nomination.
3.7 The Governance and Nomination Committee shall evaluate all received nominations based on the previously disclosed selection criteria and will recommend to the Board the individuals to be included in the ballot. The Board reserves the right to make the final decision as to the list of nominees to be submitted to the members at the AGM.
3.8 Two weeks prior to the AGM, the final list of nominations will be submitted to all Members including the names, affiliations and biographical sketches of the Board nominees. Competing nominations are admissible (i.e., there may be more nominations than Board seats to be filled).
3.9 At the AGM, each nominee shall be present, either in person or through video conferencing or other digital means, to introduce themselves to the Members and to explain in more depth how they can contribute as a Director.
3.10. Elections are held electronically within four weeks following the AGM. Each member has as many votes as there are vacancies that need to be filled. Votes must not be pooled on one nominee. The electronic voting system allows only Members to participate and to participate only once. The nominee(s) who gets the most votes will be appointed to the Board after they have declared the willingness to accept their appointment. In the event of a tie, appointments will be decided by drawing lot.
3.10 The results of the Board elections will be disclosed in an email to the Members within four weeks after the voting deadline.
Section 4 The Role of the Board
4.1 The Board establishes ICGS’s strategic direction, ensures risk and compliance are managed and oversees the day-to-day management of the Society. In short, the Board is ultimately responsible for all aspects of ICGS’s operations.
4.2 While the Board is responsible for and has full authority to determine ICGS’s policies, practices, management and operations, the role of the Board is to govern rather than manage ICGS. It is the role of the President and the executives (collectively, the management) to run ICGS in accordance with the directions and delegations of the Board. It is the role of the Board to provide management with appropriate direction and oversee the activities of management in executing the delegated duties.
4.3 Without limiting the general role of the Board, the principal functions and responsibilities of the Board include to:
a. Set the short, medium, and long term strategic goals of ICGS, including fund raising programs and plans to develop ICGS;
b. Establish, review, and update the strategic direction for ICGS;
c. Ensure appropriate risk management, compliance and control systems (including
legal compliance) are in place and operating effectively;
d. With a majority vote, appoint and remove the Chair, President, Vice-President, Treasurer and Secretary from his or her or their respective office role(s). Person(s) who has(have) stepped down from their roles shall remain as a Director(s) until they tender their resignation or their term as Director(s) ends;
e. Review, encourage, and provide feedback on the performance of the President;
f. Endorse the terms and conditions of the executives, receive and consider recommendations for the hire or removal of any of the executives;
g. Delegate clear, sufficient, and appropriate authority to the President and Board Committees. Unless stated explicitly otherwise, Board Committees shall only be advisory in nature;
h. Ensure accountability to and engagement with important stakeholders such as Members, sponsors, donors, and funding agencies;
i. Approve and oversee major operating plans including the annual conference decisions;
j. Review, approve, and oversee the financial statements and the annual and long-term budgets, including the conference budget and the annual operating costs;
k. Approve capital expenditures; and
l. Review progress against plans and budgets and respond to changes identified by these reviews.
4.4 While some detailed Board activities or functions will be handled by the Board Committees, the Board as a whole remains responsible for deciding the functions and delegations of each Committee. The Board is also ultimately responsible for accepting, modifying or rejecting Committee recommendations.
Section 5 The Role of the Chairperson
5.1 The Chairperson’s role (Chair) is a key role within ICGS. The Chair utilises their experience, skills, and leadership abilities to facilitate the governance processes. The Chair is appointed, removed and replaced by a simple majority vote of the Board.
5.2 The role of the Chair is to:
a. Establish the agenda for Board meetings;
b. Chair Board meetings – if the Chair is not present or unable to act, then the Directors
present during the meeting can elect one Director amongst them to chair the meeting,
failing which the most senior Director in terms of board tenure will chair the meeting.
This includes making sure that:
i. the right matters are considered during the meeting (for example, strategic and
important issues);
ii. matters are considered carefully and thoroughly;
iii. all Directors are given the opportunity to effectively contribute; and
iv. the Board comes to clear decisions and adopted resolutions are noted;
c. Be clear on what the Board has to achieve, both in the short and long term;
d. Provide guidance and counsel to other Directors about what is expected of them;
e. Ensure there is sufficient information (including financial and risk information) for the Directors in relation to the issues arising at the Board meetings and that the implementation of the Board decisions is reviewed;
f. Ensure that the Board adheres to the four core values as stated in section 1.5 above and make rules of order during the meeting when necessary; and
g. Commence the annual process of Board and Director evaluations.
5.3 The Chair or whoever acts in the capacity as the Chair in the meeting has a casting vote in the event of a deadlock on the Board, in addition to any vote they have in their capacity as a Director.
Section 6 The Role of Individual Directors
6.1 ICGS Directors share ultimate responsibility for the Society’s overall success. Therefore,
Directors have an individual responsibility to ensure that the Board is undertaking its responsibilities by providing:
a. leadership to the ICGS;
b. a clear and appropriate strategic direction;
c. accountability to key stakeholders, particularly Members and donors;
d. oversight of policies;
e. oversight of all control and accountability systems including all financial operations
and solvency, risk management and compliance;
f. guidance for an effective management team and help to set up appropriate
personnel policies; and
g. timely and effective decisions on matters reserved to the Board.
6.2 In accordance with legal requirements and agreed ethical standards, Directors of ICGS:
a. owe a fiduciary duty to ICGS as a whole;
b. will act honestly, in good faith and in the best interests of ICGS;
c. will avoid conflicts of interest (both personal interests and the interests of any associated person);
d. will not make improper use of information (including disclosing information) acquired as Directors;
e. will not take improper advantage of the position of Director;
f. will exercise due care and diligence (including undertaking diligent analysis of proposals placed before the Board) when fulfilling the functions of office and exercising the powers attached to that office; for example, as a Treasurer, they should ensure that they act according to Section 9 of this Charter;
g. will act with a level of skill and reasonableness expected from Directors of ICGS;
h. make reasonable enquiries to ensure that ICGS is operating efficiently, effectively and legally towards the achievement of its goals;
i. since Directors set the ethical tone of ICGS, they will not engage in conduct likely to bring discredit upon ICGS; and
j. will vacate office in accordance with law or resign as a Director if convicted of any misfeasance or breach any ethical standards set by the professional body, academic or research institutions of which the Director is affiliated with.
6.3 Directors have no individual authority to participate in the day-to-day management of ICGS including making any representations or agreements with Member companies, suppliers, customers, employees or other parties or organizations. The exception to this principle occurs where the Board through resolution explicitly delegates an authority to the Director individually.
6.4 Since the Board needs to work together as a group, Directors should, in good faith, act in a manner which is consistent with the accepted procedures for the good conduct of meetings. In particular, Directors should:
a. prepare thoroughly for each Board or Committee meeting;
b. use judgment, common sense, and tact when discussing issues;
c. ensure that others are given a reasonable opportunity to put forward their views;
d. be professional in all actions and treat every Director with respect; and
e. be particularly sensitive in interpreting any request or direction from the Chair that aims to ensure the orderly and good-spirited conduct of the meeting.
6.5 Directors are expected to be forthright as well as respectful in Board meetings and have a duty to question, request information, raise any issue, and fully canvas all aspects of any issue relevant to ICGS, and cast their vote on any resolution according to their own judgment. Outside the boardroom, however, Directors will support Board decisions in discussions with stakeholders.
6.6 Directors will keep confidential all Board discussions and deliberations. Matters discussed during board meetings shall only be disclosed in accordance with Section 13.
Section 7 The Role of the President
7.1 The President is responsible for the attainment of ICGS’s goals and vision for the future, in accordance with the strategies, policies, programs and performance requirements approved by the Board. The President reports directly to the Board.
7.2 The President is appointed, removed and replaced by a majority vote of the Board. The term of the President is two years. One reappointment is possible. The President’s primary objective is to ensure the ongoing success of ICGS and the position is responsible for all aspects of the management and development of ICGS. A President who steps down after their term has expired shall remain as a Director until their tenure as a Director expires.
7.3 The President’s specific responsibilities include:
a. Developing, jointly with the Board and its Committees, ICGS’s vision, values, and goals and implementing measures to effectively achieve these;
b. Developing, with the Board, an effective strategy and implementing measures for its effective attainment;
c. Keeping the Board informed, at an appropriate level, of all the activities of ICGS;
d. Planning and overseeing the timely publishing of the ICGS newsletter as well as the Annals of Corporate Governance (ACG); and
e. Any other duties given by the Board from time to time.
7.4 The President is formally delegated by the Board to:
a. Authorise expenditures as approved in the budget, subject to:
i. An amount equal or less than USD5,000 (US Dollars five thousand) or its equivalent as approved by the President together with the Chair or the Treasurer;
ii. Amount(s) of more than USD5,000 (US Dollars five thousand) or its/their equivalent should be submitted to the Board for approval;
b. Approve the appointment of all management or executive positions in ICGS which have been provided for and approved by the Board in the annual budget;
c. Sign all contracts as approved by the Board.
Section 8 The Role of the Vice-President/President-Elect
8.1 The primary role of the Vice President/President-Elect (hereafter VP) is to support the President in leading and managing ICGS so it can fulfil its role and vision. This person will be mentored by the President to take over the Presidency at the end of the term of the
incumbent. The VP is authorized to stand in for the President when the President is
temporarily unavailable. For the avoidance of doubt, a VP does not need to be a Director
before their appointment as the VP.
8.2 It is expected that the VP will serve two years as ‘President-Elect’; then become ‘President’ of ICGS for two or four years—in the case of a re-appointment; and finally serve two years as ‘Past President’ during their term of office. This individual has to be a member of the Board of Directors with full voting privileges during their entire six-year tenure provided that the Members approve their re-appointment as a Director at an AGM.
8.3 While the VP will formally report to the President, it is anticipated that this person will work together with the President, Past President (if any), Treasurer and executives. There should be regular and frequent communication amongst them.
8.4 The VP is elected by, and serves at the discretion of, the Board of Directors. The Board of Directors will support and advise the VP with rigor and enthusiasm; and assist the VP in
making the transition from President-Elect to becoming the President of ICGS. If the Board of Directors loses confidence in this person’s leadership capabilities or overall commitment to ICGS, the Board, via a majority vote, can choose to terminate their tenure.
Section 9 The Role of the Past President
9.1 After the President steps down from their role, they shall immediately assume the role of the Past President and remain as such on the Board, unless the individual or the Board decides otherwise.
9.2 The term of the Past President shall be for two years.
9.3 The Past President’s role is to ensure continuity during governance transitions and
organizational change, to help ensure the appropriate succession of Officers and Directors, to support the President, and to provide continuity to the organization by providing the
historical context for the issues at hand.
9.4 The Past President assists and advises the current President and the Board on the past actions and goals of the Society, and the future development, governance and strategy of ICGS.
9.5 The Past President may serve as Chair of the (Nominating) Committee or a member of
sub-committees of the Board as the Board sees fit.
Section 10 The Role of the Treasurer
10.1 The Treasurer’s role is to oversee and maintain the financial status of the Society. Listed
below are the tasks that the Treasurer is responsible for.
Task: Member of Executive Committee
Description: Member of the Executive Committee (see Section 11.3 below) who deals with issues confronting the ICGS that cannot or impracticable to be dealt with by the entire Board
Task | Description | Frequency |
|---|---|---|
Member of Executive Committee | Member of the Executive Committee (see Section 11.3 below) who deals with issues confronting the ICGS that cannot or impracticable to be dealt with by the entire Board | Episodic |
Financial Statements | Oversee the financial transactions, and report to the Board the previous year’s financial results in form of a Profit and Loss Statement, a Balance Sheet, and a Cash Flow Statement | Q1 each year |
Tax Oversight | Work with ICGS’s US-based accountant and the relevant executive to file tax reports to the US Federal Government | Q1 & Q2 each year |
Financial Planning | Work with the President on the usage of funds in ICGS’s working bank account (currently with PNC) and investment account (currently at Vanguard) | Quarterly |
Payroll System | Receive monthly statements of the hours worked by the ICGS’ paid staff; and post this information onto ICGS’s payroll system; make sure direct deposits are made to the staffs’ bank accounts by the first of the following month | End of each month |
Website Maintenance | Inform the Web Manager, through the executive of ICGS, of the annual membership fees and conference/workshop registration prices each year | Q1 each year |
Bill Payment | Assure that all ICGS-related bills are legitimate and paid for in a timely fashion and oversee the transferring of funds wired internationally for foreign vendors via PNC branch location | Episodic |
Financial Reporting | Provide comparative analysis of historical trends; deal with any Board inquiry into ICGS’ financial status | Episodic |
Budgeting | Work with the President to prepare the annual budgets and business cases and together with the President and the Conference Committee to prepare the conference budgets for approval by the Board. To reiterate, this involves budgets for both ICGS and the Annual Conference and other major initiatives.
All budgets approved by the Board need to be recorded in the minutes. | Episodic |
Section 11 The Role of the Secretary
11.1 The Secretary assists the Board in governance matters and supports the effectiveness of the Board by monitoring compliance of the Board and its committees with the law, this Charter, ICGS’s bylaws and other governing documents and internal policies. The Secretary will also assist the Chair and the President in coordinating the completion and the dispatch of Board agendas, board minutes, and briefing materials.
11.2 The Secretary is responsible to the Board through the Chairperson and is appointed and dismissed by the Board.
11.3 The responsibilities of the Secretary include:
a. assisting the Chairperson and ensuring the agenda and the Board documents are prepared and forwarded to the Directors prior to the Board meeting;
b. with the help of the executive secretary or other executives, recording, maintaining and distributing the minutes of all Board meetings, Board committee meetings, and general meetings of ICGS;
c. assisting with the Board’s and ICGS’s compliance with the governing documents and relevant rules and regulations;
d. maintaining the Charter and other Board policies as approved by the Board;
e. maintaining, updating, and ensuring that all Directors have access to up-to-date Board documentation; and
f. providing counsel on corporate governance matters.
Section 12 Board Committees
12.1 Committees of the Board assist with the delegation of specific functions. As a matter of policy, ICGS Board Committees make recommendations – the Board must approve all outcomes of Committee meetings unless there is an expressly delegated power given to the Committee.
12.2 The Board currently has the following four committees:
a. Executive Committee;
b. Conference Committee;
c. Governance and Nomination Committee; and
d. Membership Committee.
12.3 The role of the Executive Committee is to deal with major management/operational matters, as brought forth by the management between Board meetings, or as referred to by the full Board. The Executive Committee shall comprise of the Chair, President, the Vice President (if any), the Treasurer and the Secretary.
12.4 The role of the Conference Committee is to plan and organise the annual ICGS conference, including liaising with the local host and sponsors of the conference.
12.5 The role of the Governance and Nomination Committee is to assess the needs of the Board and plan for succession of Directors. It is also responsible for the overall governance of ICGS.
12.6 The role of the Membership Committee is to promote the benefits of ICGS membership, identify issues important to members, evaluate ways to increase the membership, and work to enhance the value of ICGS membership.
12.7 Each Committee has Terms of Reference that have been approved by the Board. Nevertheless, the Board has the ability to alter the role of each Committee as it sees fit. The Governance and Nominations committee could suggest to the Board the creation of additional committees.
Section 13 Delegation of Authority
13.1 In general, the Board has all powers and authorities required to effectively and efficiently carry out ICGS’s matters in accordance with the law and the constitutive documents. The Board can choose to delegate its powers where appropriate. However, such delegation should be recorded in the Board minutes.
13.2 Listed below are the exceptions to these delegations, whereby the Board or the appropriate Committee reserves the powers as indicated.
13.3 The following decisions must be referred to the Board for approval:
a. Budgets (including detailed background information);
b. Proposed appointments to executive positions reporting to the President, whether the position has been provided in the most recent budget submitted to the Board or not;
c. Any expenditure outside the delegation of authority limits and/or budget;
d. Any proposed change in strategic direction (e.g., cancelling the annual conference or change of its venue);
e. Hiring and dismissal of any executive or paid employee who reports to the President;
f. Joint ventures with other organisations;
g. Disposing or licencing of ICGS’ assets, including intellectual property;
h. Major investment decisions;
i. Making statements on behalf of the Society;
j. Any issue which the Board decides at a board meeting.
Section 14 Networking, Communication and Information Flows
14.1 To assist the Directors in managing any possible conflicts, the Board has developed a number of communication protocols. Complying with duties (in particular, those listed under Section 6.2) and maintaining confidentiality around Board matters are critical legal and moral obligations of the Directors. All information gained as a consequence of being a Director is not to be disclosed to anyone who is not a Board member without the consent of the Board. The exception is where the Board authorizes a Director to disclose such information.
14.2 Directors who want to disclose confidential information to any person outside the boardroom should seek the approval of the Board. The Board has adopted the following protocol to support Directors who may be subject to scrutiny by stakeholders:
a. Wherever possible, the Board should agree on an information disclosure strategy for sensitive issues before information of substance is provided to them. The information disclosure strategy should include the people authorised to disclose any information, to whom they are authorised to disclose the information, and the information subject to disclosure. This strategy may take the form of an agreement to formulate disclosure statements at the conclusion of Board deliberations. The information disclosure strategy will also include an assurance from each Director to abide by the agreed process.
b. If a sensitive issue comes before the Board and there is no agreed disclosure strategy, the Directors should, at the first available opportunity, make the Board aware that outside parties will be interested in the matter. Normally, the Director will ask the Chair to list the issue at a relevant point on the Board meeting agenda.
c. Wherever possible, the entire Board should consider the communication issue and agree a disclosure strategy. Where time is of essence, the Chair is authorised to decide on a suitable course of action. This decision should be ratified by the Board at the next meeting.
d. Until there is an agreed disclosure strategy, Directors are not authorised to release any information to any parties outside the Board.
14.3 One of the final items on the board agenda can be “Issues for Communication.” Directors are
encouraged to raise any unresolved potential communication issues at this time, including the information to be conveyed to Members.
14.4 Where a Director does not abide by this policy, the Board has endorsed the following course of action:
a. The Chair shall inform the Director in question about the nature of the breach and the possible consequences for the individual Director and ICGS. The Chair and the Director shall agree on a course of action for the Director to avoid future breaches.
b. Where a Director and the Chair fail to agree a course of action or the Director continues to breach board confidentiality, the Chair shall make a decision as to whether information about sensitive issues should be withheld from the Director and also whether the Director should be excluded from future Board meeting. Where information is to be withheld, the Director shall be notified of the decision, the nature of the information being withheld and the reason for withholding the information. The Chair’s decision will be subject to review or ratification at the next Board meeting.
c. Where a Director persistently discloses confidential information, the Board can, with a majority decision of the members, request the said Director to resign from the Board, failing which the said Director would not be nominated for a Board seat at the next AGM when his or her term expires.
Section 15 Board Meetings
15.1 Regular meetings of the Board shall be held at such times as may be fixed by the Board. As the Directors are located in different parts of the world, Board meetings, except one face to face meeting being held before the annual ICGS conference, are usually conducted virtually via video conferencing. The Board meetings are usually called by the Chair, although any Director may call a meeting by providing reasonable notice to all the other Directors.
15.2 Due to the difference in time zones, a Board meeting may be “split” and held at different times to accommodate the Directors. Such “split” sessions, although held separately, shall be considered as one meeting. Discussions at the “split” sessions shall be recorded in one set of minutes and the minutes be distributed to the Directors after the “split” sessions. However, no Board resolution shall be passed during the “split” sessions.
15.3 The proceedings in a Board meeting may be audio and/or video-recorded for the purpose of transcribing or recording of the board minutes. Such recordings shall not be disclosed to anybody outside the Board and shall not be used for other purposes except with the explicit consent of the Board.
15.4 Board meetings are a fundamental component of the governance processes. All Directors should use their best endeavours to attend the Board meetings. The Board meetings are critical, as they are the main opportunity for Directors to:
a. obtain and exchange information with the executive team;
b. obtain and exchange information with each other; and
c. make decisions.
Every Director should attend at least 66% of virtual Board meetings every year and at least one face to face Board meeting every three years to be in good standing. Directors who attend fewer meetings or miss 3 consecutive board meetings without good reasons may be asked to resign from the Board by the Chair of the Governance and Nomination Committee.
15.5 The Board meeting agenda is important because it shapes the information flow and discussion at Board meetings. The agenda shall be prepared by the Chair in consultation with the President. However, any Director may request items to be added to the agenda for the upcoming meetings by notifying the Chair – usually at least one week prior to the meeting.
15.6 In order for a decision of the Board to be valid, a quorum of Directors must be present. A quorum is half the Board (or, if the number is not a multiple of two, then the number nearest to and greater than half). For the avoidance of doubt, board resolutions can only be passed at a single-sitting Board meeting and not at a “split” session.
15.7 If a Director is in any way interested (directly or indirectly) in any matter arising for decision making at a Board meeting, they should disclose the nature of the interest and should not be present/participate nor vote in the meeting. However, the Chair may make an exception and permit the Director to be present/participate and/or vote in the meeting. The reason for such exception should be noted in the minutes of that meeting.
15.8 Unless otherwise expressly stated, Board resolutions are binding on the Board and are to be passed by a simple majority of votes of Directors who are present and entitled to vote at the Board meeting. Every Director shall only have one vote. If the numbers of votes for and against a proposal are equal, the Chair or the Director chairing the meeting shall have a casting vote.