Board Members Handbook
Approved by Board on 21 May 2003 and updated
SECTION 1: AIMS AND RESPONSIBILITIES
The Internet Watch Foundation (IWF) aims to:
- Foster trust and confidence in the internet among current and future internet users
- Assist service providers to combat the abuse of their systems for the dissemination of criminal content
- Assist law enforcement in the fight against criminal content on the internet
The types of content covered by IWF activities are child sexual
abuse images hosted anywhere in the world and UK hosted criminally
racist and obscene content.
The precise terms of the IWF’s remit and objectives are determined
by its Board according to the procedures in the constitution and are
recorded in a separate document
Board Members’ Responsibilities
The constitution states that, under the leadership of the Chair,
the Board will monitor and review IWF’s remit, strategy, policy and
budget to enable the IWF to achieve its objectives.
Therefore the main responsibilities of Board members are to:
- attend Board and relevant sub-committee meetings
- set and review the remit, strategy and policy of the organisation
- approve and monitor the organisation’s budget
- supervise the work of the Chief Executive on all non-operational issues
- represent IWF externally when requested by the Chair or Chief Executive
- ensure the highest standards of reputation and corporate governance.
Board members are also Directors and Trustees of internet Watch
Foundation and, in this capacity, their responsibilities require them to
- the charity complies with Charity Law and with the requirements of the Charity Commission as regulator
- the charity does not breach any of its requirements or rules as set
out in its governing document and that it remains true to its charitable
purposes and objects
- the charity remains solvent, that undue risks are not taken with the
charity’s funds and that those funds are used solely in furtherance of
the charity’s objects
- the preparation of accounts for each financial year which give a
true and fair view of the state of affairs of the company and of its
financial results for that period
- the keeping of proper accounting records which disclose with
reasonable accuracy at any time the financial position of the company
and which enable compliance with the relevant provisions of the
Companies Acts and charity legislation.
- the taking of such steps as are reasonably open to them to safeguard
the assets of the charity and prevent fraud and other irregularities
In the discharge of these responsibilities, Board members are expected to accept a workload comprising the following:
- six Board meetings a year, each normally of 3 hours duration during the day and usually located in central London
- some sub-committee and working group meetings, the number and nature
of which will depend on circumstances, but which will normally be
during the day
- reading and preparation for Board meetings and, when appropriate, sub-committee and working group meetings
- reading and responding to e-mail communications from the Chief Executive, the Chair and other Board or Funding Council members.
While it is not possible to quantify this work, it is anticipated
that normally it would involve a commitment of some 5-6 hours a month.
In the event that a Board member cannot attend a particular
meeting, there are no substitution arrangements. However, any Board
member may nominate another Board member as a proxy for a single Board
meeting, but not for two Board meetings in a row. Such a proxy
arrangement shall be a directed proxy for each vote and subject to the
Chair's approval and such approval will not be unreasonably withheld.
The Chair and Head of Secretariat shall be notified in writing of any
such proxy assigned.
SECTION 2: APPOINTMENTS AND APPRAISALS
All Board appointnents are subject to vetting in accordance with IWF policy.
Vacancies for industry Board members will be filled by procedures determined by the Funding Council.
Vacancies for independent Board members will normally be advertised
or publicly notified. However, the field of potential candidates being
considered will not necessarily be limited to those responding to an
advertisement. Others may be invited to apply on the basis of
recommendation by existing Board members or others.
Nobody who has a significant financial interest or other direct
involvement in a company providing internet service will be considered
for appointment as an independent member of the Board. If subsequent to
appointment to the Board, an independent member then acquires such an
interest or involvement, the member concerned will be expected to
All applicants for a vacancy on the Board will be supplied by the
Chief Executive with relevant material explaining the work of the Board
and the responsibility of Board members.
All applicants who are short-listed for interview will, prior to
that interview, be offered the opportunity to meet the Chief Executive
and discuss the work of the organisation and the Board.
All applicants who are short-listed will be interviewed by a panel
of Board members comprising the Chair, and representation from both
independent and industry Board membership - the Board Executive
Committee comprising of the Chair and two Vice-chairs will normally act
as the Appointments Panel - and an independent person from outside the
Board agreed by the other panel members.
Terms Of Office
Indpendent Board members will be appointed for a three-year term and they may be re-appointed for a further three-year term.
The decision on whether to offer an independent Board member a
further term of office will be taken by the Chair and the two
If an independent member subsequently leaves the sector he or she represents on the Board, he or she may be required to resign.
Industry Board members will be appointed by a procedure determined by Funding Council.
No Board member may hold office for more than an aggregate of six years
Induction, Training & Appraisal
All new Board members will be offered an induction programme
developed by the Chief Executive in conjunction with the Chair. This
will include identification of any training needs.
All Board members will be regularly offered appraisals. Again these will include identification of any training needs.
Appraisals will be conducted by the Chair six months, one year and
two years after appointment and at least once during the course of a
second term of office.
Appraisals of the Chair will be conducted by the two Vice-chairs
six months, one year and two years after appointment and at least once
during the course of a second term of office.
SECTION 3: FINANCIAL CONSIDERATIONS
A proportion of independent Board members are entitled to claim an
attendance allowance and all Board members any actual travelling
expenses in respect of attendance at meetings of the Board or sub-groups
of the Board.
Such an allowance and travelling expenses can only be claimed in respect
of other meetings or events with the prior approval of the Chair or
Chief Executive, but this will rarely be given.
The attendance allowance will be £220 for each day or part day and
is based upon regular bench marking against relevant bodies. This rate
will only be varied by an express decision of the Board.
Board members are urged not to claim the allowance if their
membership of the Board could reasonably be seen as part of other work
that is already remunerated.
Other than expenses incurred as a result of attending meetings
which are part of a Board member’s work, no expenditure attributable to
IWF should be incurred by a Board member without the prior agreement of
the Chief Executive or his or her deputy.
SECTION 4: CODE OF CONDUCT
New Board members shall be required to notify the Chief Executive
within one month of appointment of any financial interests that could
reasonably be regarded as relevant to the work of IWF and this register
of interests will be placed on the IWF web site in the section on Board
As well as this general declaration of financial interests, a Board
member will be expected to declare any possible conflict of interest on
a particular matter under consideration by the Board and withdraw from
any meeting or discussion when this matter is under consideration.
Board members should take care to avoid gifts or hospitality which
might be construed as affecting their partiality in making Board
decisions. As a general guide, hospitality involving events related to
the internet industry, internet issues or child protection matters is
acceptable, but gifts over the value of £10 should be declared to the
Chair and gifts over the value of £50 should not be accepted.
All meetings and correspondence between Board members should be
conducted with maturity and respect, recognising that colleagues will
sometimes hold strongly diverse views but can exchange these in an
open-minded and tolerant manner.
Board members are not normally spokespersons for the IWF. However,
on occasions Board members may be asked to speak or write for the
organisation in the media. When this happens, the Board member should
agree this in advance with either the Chair or the Chief Executive and
ensure that any views expressed are consistent with Board policy.
More generally, Board members are expected to exercise collective
responsibility on IWF matters and demonstrate commitment to the
organisation. This would involve not speaking or writing publicly
against the IWF or its policies and not acting in a way which would
bring the IWF into disrepute.
Any complaint against the conduct of a Board member will be heard
by the Chair. Any complaint against the conduct of the Chair will be
heard by the two Vice-chairs.
Any complaint against a member of staff by a Board member will be
heard by the Chief Executive. Any complaint against the Chief Executive
by a Board member or other party will be heard by the Chair and two
Vice-chairs who will then report to the Board.
Please note: The IWF uses the term child sexual abuse content to
accurately reflect the gravity of the images we deal with. Please note that child
pornography, child porn and kiddie porn are not acceptable
terms. The use of such language acts to legitimise images which are not
pornography, rather, they are permanent records of children being sexually
exploited and as such should be referred to as child sexual abuse images.
If you see such content online please report it to the IWF.