Governance and Committees
Governance
Corporate Governance is the system by which ICLA is directed and managed. It influences how the objectives of the organisation are set and achieved, how risk is monitored and assessed and how performance is optimised.
ICLA operates within the framework of the Board Charter and the organisation also has a Board Code of Conduct and a Corporate Governance Checklist. In addition, each Board member is asked to undertake a self evaluation of their performance on the Board each year, an evaluation of other board members and an evaluation of the board as a whole.
There is a formal selection criterion for new board members to ensure that ICLA has the optimum mix of skills, experience and expertise on the board. All board members are expected to actively participate not just at board meetings but also in areas applicable to their skills and expertise. ICLA has an active Finance and Audit Committee that also manages all Risk areas.
Committees
To fulfill its duties, the Board may decide to establish Committees for specific purposes including overview of certain functions and responsibilities. These Committees may be ongoing or for a specific timeframe. All Board Committees must have formal Terms of Reference and report back to the Board.
Currently, ICLA has two Board Committees, the Finance and Audit Committee (FAC) and the Governance & Nominations Committee (GN).
The role of the Finance and Audit Committee is to assist ICLA & the board to meet its oversight responsibilities in relation to ICLA’s financial reporting, internal control structure, risk management procedures and the internal & external audit function.
In summary, FAC’s role is as follows:
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Identification of all potential risk exposures
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Examination of possible solutions/remedies
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Selection of the most appropriate solution/remedy
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Implementation of the selected solution/remedy
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Monitoring of the solution to ensure effectiveness
The GN Committee is the principal forum wherein the Board’s requirements for corporate governance policies and practices are researched, evaluated and implemented and individuals qualified to become directors are identified and recommended.
The Committee is a mechanism for the refinement of the Board Charter and Constitution, and to assist in the evaluation and development of policies and procedures concerning Board conduct and direction. This is achieved by advising the Board on the issues surrounding the content and operation of the Board Charter, Constitution, and corporate governance policies and procedures, and monitoring these areas to ensure the objectives therein are being met.
The responsibilities and authority of the Committee shall also include establishing the criteria for the selection of nominees for directors and the processes for identifying and evaluating nominees for directors to serve on the Board.
The composition of the membership, including the chairperson of each of the Committees is determined by the Board. The Board considers and approves the Terms of Reference of each Committee.