Code Governance Board Mandate
The purpose of this mandate ("Mandate") of the Governance Board (" Governance Board") of The Cloud Industry Forum Code of Practice (the "CIF COP") is to provide guidance to the Governance Board members on their duties and responsibilities. The power and therefore authority of the Governance Board is subject to the provisions of this document and any updates over time required by the Cloud Industry Forum ("CIF Company").
Purpose of the Governance Board
The Governance Board is responsible for the stewardship of the CIF COP. This requires the Governance Board to oversee the conduct of the administration of the CIF COP for that purpose and for reviewing management activity and processes in carrying out this responsibility. The Governance Board discharges some of its responsibilities directly and releases others through committees of the Board which may be established from time to time.
The Governance Board is not responsible for the day-to-day management and operation of the Cloud Industry Forum's business outside the stewardship of the CIF COP, as that responsibility is of the members of the Cloud Industry Forum ("Members") and Directors of the board of the CIF Company, who may appoint representatives for this function.
The Governance Board consists of representatives elected by the CIF Members. From time to time, such Members shall review the size of the Governance Board to ensure that its size facilitates effective decision-making in the fulfilment of its responsibilities.
Each member of the Governance Board ("Representative") must act honestly and in good faith with a view to the best interests of the CIF COP, and must exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. A Representative is responsible for the matters under "Role and Responsibilities of the Board" below as well as for other duties as they arise in the Representative's role.
All members of the Governance Board shall have suitable experience and skills given the nature of the CIF COP and its operations and have a proven record of sound judgment. Representatives are to possess characteristics and traits that reflect;
- high ethical standards and integrity in their personal and professional dealings,
- the ability to provide thoughtful and experienced counsel on a broad range of issues and to develop a depth of knowledge of the CIF COP in order to understand and assess the assumptions on which the CIF COP's strategic and operational plans are based and to form an independent judgment with respect to the appropriateness and probability of achieving such plans,
- the ability to monitor and evaluate the financial performance of the CIF COP,
- being prepared to act proactively with initiative in pursuit of the objectives the governance board purpose
- an appreciation of the value of the Governance Board and team performance over individual performance and a respect for others,
- an openness for the opinions of others and the willingness to listen, as well as the ability to communicate effectively and to raise tough questions in a manner that encourages open and frank discussion, and
- support for the activity of the CIF COP above and beyond personal or professional interests when engaged in CIF COP activity.
Representatives are expected to commit the time and resources necessary to properly carry out their duties. Among other matters, Representatives are expected to adequately prepare for and attend all regularly scheduled Governance Board meetings in person or by conference call. New Representatives are expected to understand fully the role of the Governance Board, the role of its committees and the contribution individual Representatives are expected to make.
Representatives shall carry out their responsibilities objectively, honestly and in good faith with a view to the best interests of the CIF COP. Representatives are expected to conduct themselves according to the highest standards of personal and professional integrity. Representatives are also expected to set the standard for CIF COP-wide ethical conduct and ensure ethical behaviour and compliance with law. The CIF acknowledges being a Representative is unpaid and thus is indemnified accordingly for any liability from its role on the Governance Board. If an actual or potential conflict of interest arises, a Representative shall promptly inform the Chair and shall refrain from voting or participating in discussion of the matter in respect of which he has an actual or potential conflict of interest. If it is determined that a significant conflict of interest exists and cannot be resolved, the Representative must resign forthwith.
Governance Board Representatives must not misrepresent their appointment such as for personal or professional gain.
The Governance Board shall meet in accordance with a schedule established each year by the Governance Board, and at such other times as the Governance Board may determine. Meeting agendas shall be developed in consultation with the Chair. Representatives may propose agenda items though communication with the Chair. The Chair is responsible for ensuring that a suitably comprehensive information package is sent to each Representative in advance of each meeting. At the discretion of the CIF Company Board, members of CIF management and others may attend Governance Board meetings.
Representatives are expected to be fully prepared for each Governance Board meeting, which requires them, at a minimum, to have read the material provided to them prior to the meeting. At Governance Board meetings, each Representative is expected to take an active role in discussion and decision-making. To facilitate this, the Chair is responsible for fostering an atmosphere conducive to open discussion and debate.
Independent Representatives being individuals or associations who may provide guidance to the Governance Board from a wider industry perspective and shall have the opportunity to participate in meetings but not vote on matters. The lead Representative ("Lead Representative"), who may be a Member with responsibility for the administration of the CIF COP, shall be responsible for presiding over meetings of the Independent Representatives. Independent Representatives may propose agenda items for meetings of Independent Representatives through communication with the Chair.
Role and Responsibilities of the Board
The Governance Board is responsible for approving the CIF COP's goals, objectives and strategies. The Governance Board shall adopt a strategic planning process and approve and review, on at least an annual basis, a strategic plan which takes into account, among other things, the opportunities and risks associated with the operation of the CIF COP. The Governance Board is also responsible for identifying the principal risks of the CIF COP 's operations and scope and overseeing the implementation of appropriate risk assessment systems to manage these risks.
In addition to the other matters provided in this Mandate, including the matters delegated to Governance Board committees as set out below, the Governance Board is also responsible for the following specific matters;
- review and approve changes to the CIF COP,
- review and approve the CIF COP's financial performance to ensure it operates viably,
- monitor participant appeals, third party complaints and operational standards and consistency associated to the operation of the CIF COP,
- assess its own effectiveness in fulfilling its responsibilities, including monitoring the effectiveness of individual Representatives, and
- ensure the integrity of the CIF COP's internal control system and management information systems.
A Representative has an important and positive role as a representative of the CIF COP. A Representative is also expected to participate in outside activities that enhance the CIF COP’s image to consumers, vendors, analysts, government bodies and the wider public.
Role and Responsibilities of the Chair
It is the policy of the Governance Board that there be a separation of the roles of the Chair and the Lead Representative. In the event the Chair is not independent, the Independent Representative(s) (from time to time) shall appoint an independent temporary Chair to carry out the responsibilities set out below
The principal responsibilities of the Chair of the Governance Board shall be to oversee, manage and assist the Governance Board in fulfilling its duties and responsibilities as a Governance Board in an effective manner. The Chair shall be responsible, among other things;
- to chair Governance Board meetings and any annual and special Representatives meetings,
- to organise an appropriate annual work plan and regularly scheduled meetings for the Board,
- to participate in the preparation of the agenda for each Governance Board meeting;
- to monitor the work of the committees (if any) of the Governance Board and in that connection the Chair may attend, as a non-voting participant, all meetings of Governance Board committees (other than those on which they otherwise sit); provided that, if the Chair is not independent, he or she must be absent for portions of meetings where all Committee members are required to be independent,
- to arrange for an appropriate information package to be provided on a timely basis to each Representative in advance of the meeting,
- to assist in the Governance Board's evaluation and self-assessment of its effectiveness and implementation of improvements,
- to provide appropriate guidance to individual Governance Board Representatives in discharging their duties,
- to ensure newly appointed Representatives receive an appropriate orientation and education programme,
- to provide arrangements for Representatives of the Governance Board to communicate with the Chair formally and informally concerning matters of interest to Governance Board Representatives, and
- to promote best practices and high standards of good governance.
The Lead Representative will facilitate the functioning of the CIF COP and its associated operational activities and provide updates, reports and actions to the Governance Board. The Lead Representative shall have the following responsibilities;
- provide leadership of the CIF COP administration in line with the Support Services Agreement in place with the CIF company,
- review with the Chair items of importance for consideration by the Governance Board,
- as may be required from time to time, consult and meet with any or all of the Representatives and Independent Representatives, at the discretion of either party and with or without the attendance of the Chair, and may represent such Representatives (with their prior agreement) in discussions with Directors and Managers of the CIF Company from time to time.
- promote best practices and high standards of governance, and
- perform such other duties and responsibilities as may be reasonably determined by the Governance Board from time to time.
Procedures to Ensure Effective and Independent Operation
The Governance Board recognises the importance of having procedures in place to ensure the effective and independent operation of the Governance Board. In addition to the policies and procedures provided elsewhere in this Mandate including under "Role and Responsibilities of the Chair" set out above, the Governance Board has adopted the following procedures;
- the Governance Board has complete access to the CIF COP's personnel, contracted parties and members,
- the Governance Board requires timely and accurate reporting from management and shall regularly review the quality of management's reports, and
- the Chair of the Governance Board shall monitor the nature and timeliness of the information requested by and provided by management to the Governance Board to determine if the Governance Board can be more effective in identifying problems and opportunities for the CIF COP.
Governance Board Committees
The Governance Board has the authority to establish and carry out its duties through committees and to appoint Representatives to be members of these committees. The Governance Board assesses the matters to be delegated to committees of the Governance Board and the constitution of such committees annually or more frequently, as circumstances require. From time to time the Governance Board may create ad hoc committees to examine specific issues on behalf of the Board.