Board Members Handbook
SECTION 1: AIMS AND RESPONSIBILITIES
Organisation’s Aims
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; and
- 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 ensure:
- 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.
Proxy Arrangements
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 subject to the Chair's approval and such approval will not be unreasonably withheld.
SECTION 2: APPOINTMENTS AND APPRAISALS
Appointment Procedures
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 non-industry 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 a non-industry member of the Board. If subsequent to appointment to the Board, a non-industry member then acquires such an interest or involvement, the member concerned will be expected to resign.
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, representation from both non-industry and industry Board membership, and an independent person from outside the Board agreed by the other panel members.
Terms Of Office
Non-industry 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 a non-industry Board member a further term of office will be taken by the Chair and the two Vice-chairs.
If a non-industry 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 non-industry 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 membership.
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.
Page Created: Mon, October 4th, 2004
Page Modified: Wed, July 30th, 2008
