Purpose of Charter

The AC Charter sets out the role, composition and responsibilities of the Advisory Council Board (the “AC”) of Humanitarian efforts for Learning of the Girlchild in Africa (HELGA). The conduct of the AC is also governed by the Constitution of HELGA, a copy of which is located at www.helgakajiado.org . A number of operational matters relating to the AC such as number of meetings per year, notification of interests, and election of directors are governed by the Constitution and are not reproduced here.

Purpose of the Advisory Committee (AC)

The AC has two broad purposes, compliance and performance:
COMPLIANCE:

• conform with or exceed all legal requirements Legal
• monitor constitution
• comply with directors’ responsibilities
• comply with laws
• monitor insurance requirements Accountability
• monitor financials
• compliance audits

• assist the organization to perform to its best potential Strategy and policy
• approve Vision/mission and ensure it is embedded into the organizations operations
• approve strategic plan and policies and monitor regularly Accountability
• overall performance of the organization
• board evaluation, succession planning
• report outcomes to stakeholders
• manage ED Public Relations
• represent and participate
• keep stakeholders informed www.consciousgovernance.com Steven Bowman
• project a strong and positive image
• promote the vision
• facilitate cohesion
• protect the interests of stakeholders
• speak with one voice regarding Board decisions Risk management
• Ensure up-to-date and effective risk profile and management strategy
• monitor critical risks The AC, while meeting its responsibilities, is mindful of the organizations mission and the objects of the organization as embodied in its Constitution.

Membership and Term

The Constitution provides for a maximum of 9 directors and a minimum of 5…. Board members (so that a quorum can be formed to transact business at meetings). The AC consists only of non-executive directors, the majority of whom are independent. That is, no member of the AC may be a member of the paid staff of the organization. Directors are free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of the organization. Membership of the AC shall be disclosed in the annual report including whether a director is independent or not independent. The AC has not adopted a tenure policy, but according to the Constitution, each director must be re-elected by the membership after 3 years on the AC.

Roles and Responsibilities

The AC has delegated authority for the operations and administration of the organization to the Executive Director (ED). The functions of the AC are to Provide effective leadership and collaborate with the Executive management team in:

• articulating the organization’s values, vision, mission and strategies
• developing strategic (direction) plans and ordering strategic priorities
• maintaining open lines of communication and promulgating through the organization and with external stakeholders the values, vision, mission and strategies
• developing and maintaining an organization structure to support the achievement of agreed strategic objectives
• Monitor the performance of the ED against agreed performance indicators Review and agree the business (action) plans and annual budget proposed by the Executive management team
• Monitor the achievement of the strategic and business plans and annual budget outcomes
• Establish such committees, policies and procedures as will facilitate the more effective discharge of the AC’s roles and responsibilities
• Ensure, through the AC committees and others as appropriate, compliance obligations and functions are effectively discharged
• Initiate a Board self-evaluation program and follow-up action to deal with issues arising and arrange for directors to attend courses, seminars and participate in development programs as the AC judges appropriate
• Ensure that all significant systems and procedures are in place for the organization to run effectively, efficiently, and meet all legal and contractual requirements
• Ensure that all significant risks are adequately considered and accounted for by the Executive management team
• Ensure that organization has appropriate corporate governance structures in place including standards of ethical behaviour and promoting a culture of corporate and social responsibility

The AC has no operational involvement in the conduct of organization’s business activities and delivery of services. Its role is confined to setting and reviewing policy

Board / ED Relationship

The roles of the Chairperson and ED are strictly separated. The ED is responsible for: • policy direction of the operations of the organization • the efficient and effective operation of the organization • bringing material and other relevant matters to the attention of the AC in an accurate and timely manner. The ED is a member and Secretary of the AC.

Board Culture

The AC actively seeks to have an ‘engaged culture’ which is characterised by candour and a willingness to challenge.

Agendas

• The agendas of the AC limit presentation time and maximise discussion time.
• There are lots of opportunities for informal interactions among Board members. Norms • Board members are honest yet constructive.
• Members are ready to ask questions and willing to challenge leadership.
• Members actively seek out other members’ views and contributions.
• Members spend appropriate time on important issues.

Beliefs

• “If I don’t come prepared, I will be embarrassed.”
• “If I don’t actively participate, I won’t be fulfilling my responsibility.”
• “I’ll earn the respect of fellow Board members by making valuable contributions and taking responsibility for what I do.”

Values:

• The AC serves the community by actively participating in governance.
• The AC is responsible to various stakeholders.
• Board members are personally accountable for what goes on at the organization.
• the AC is responsible for maintaining the organization’s stature in the sector.
• Board members respect each other.

Reporting

Proceedings of all meetings are minuted and signed by the Chairperson or the chairman of the meeting and the Secretary. Minutes of all Board meetings are circulated to directors and approved by the AC at the subsequent meeting. Resolutions are first put to the AC in draft form (as a “Board Paper”) and, once passed, are recorded in a Resolutions Register.

Review of Charter

The AC will review this charter annually to ensure it remains consistent with the AC’s objectives and responsibilities

Publication of the Charter

Key features of the charter are to be outlined in the organization Annual Report. A copy of the charter is available for download by clicking here