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Article 4.1 Governance Board

Role

4.1.1 The Governance Board is the supreme decision-making body of the ICTI CARE Foundation and is the owner of the ICTI CARE Process. It provides leadership and oversight and supports funding of the ICTI CARE Process, ensuring that the operations are effective, credible, and transparent to all stakeholders.

Composition

4.1.2 The Board has fourteen members, of which one-half plus one constitutes a quorum.
4.1.3 Membership is constituted as follows:

• “Industry Statesmen” – five members who have significant knowledge about the worldwide toy industry, but are no longer actively employed in the sector.
• “Civil Society” – five members that represent the interests of non-industry stakeholders in the ICTI CARE Process. These include government, inter-governmental organizations, non-governmental organizations and academia.
• “Active Industry” – three members who represent the toy industry and ensure the active involvement of the current leadership of the industry.
• “ICTI President” – the current President of ICTI is member of the Governance Board.

Leadership

4.1.4 The Governance Board is presided over by one Chair or by two Co-Chairs.
4.1.5 The members of the Board elect the Chair(s).
4.1.6 The Chair(s) are elected for a term of three years, with the possibility of re-election.

Membership

4.1.7 The Board can decide on new members within the above-mentioned categories.
4.1.8 Members of the Governance Board serve terms of three years from the date of election [renewable? To be discussed].

Board committees

4.1.9 The Chair(s) of the Governance Board can at any time establish committees within the Governance Board to deal with specific issues. Examples of such committees include:

• Audit and Finance Committee
• Fundraising Committee
• Nominating Committee
• Oversight and Appeals Committee

Meetings

4.1.10 The Governance Board meets at least bi-annually and can use conference calls, e-mail or other means to communicate and make decisions in between meetings as necessary.
4.1.11 The Chair(s) of the Governance Board decide on the date, time, and venue of the meetings.

Decision-making

4.1.12 Board decisions are made by consensus.
4.1.13 When consensus cannot be reached, the Chair(s) of the Board can put the issue to a vote.

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Article 4.2 President/CEO

Role

4.2.1 The ICTI CARE Governance Board mandates the President/CEO as the leader of the ICTI CARE Process, whose responsibilities include the day-to-day management, finances, and operation of both the ICTI CARE Process and the ICTI CARE Foundation.

Reporting relationship

4.2.2 The President/CEO reports to the Governance Board.

Decision making

4.2.3 On strategic issues, the President/CEO makes decisions in consultation with the Chair(s) of the Governance Board. Strategic issues in this context include but are not limited to:

• strategic planning;
• business models;
• human resources.

4.2.4 On specific issues, the President/CEO makes decisions in consultation with the Chair(s) of the relevant committees of the Governance Board. Specific issues in this context include but are not limited to:

• audit and finance issues, including fundraising;
• board nominations;
• revisions to the ICTI CARE Process or any of its constituent parts;
• appeals of suspensions and revocations of Seals of Commitment or Compliance; and
• other general process issues.

4.2.5 The President/CEO must keep the Governance Board members informed of all decisions that may concern the Board. Generally speaking, these are defined as being any matters that would have an overall affect on the functioning of the Process or the Foundation, or which would materially affect its financial situation or legal status, as well as any matters reserved specifically to the Board or otherwise designated by the Board or its Chairs. This may be done by verbal or written reports at Board meetings or by e-mail or letters in the interim between meetings.

Article 4.3 Secretariat

Role

4.3.1 The Secretariat handles the day-to-day operational tasks, including but not limited to the following:

• Receiving, handling, and responding to all correspondence directed to the ICTI CARE Foundation, whether by mail or through e-mail or the ICTI CARE website.
• Handling all arrangements for meetings, conferences, conference calls, and visits by ICTI CARE Foundation management in New York, or elsewhere as requested.
• Receiving, processing, authorizing payment of Governance Board member expenses.
• Management of the ICTI CARE Foundation fundraising system, including maintaining a record of pledges, writing and sending pledge letters, conducting follow-ups and coordinating on financial services and accounting issues.
• Developing and maintaining the annual forecast and budget of the ICTI CARE Foundation, updating it regularly.
• Financial statements, reporting and auditing.

Reporting relationship

4.3.2 The Secretariat reports to the President/CEO.

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Article 4.4 Operations

Role

4.1.1 Operations is responsible for managing and driving the day-to-day functioning of the ICTI CARE Foundation and the ICTI CARE Process, and for making sure that all procedures and operations are carried out in a professional, efficient, and correct manner.

Reporting relationship

4.4.2 Operations report to the President/CEO.

Structure

4.4.3 The ICTI CARE Operations units are structured around centers of operation. Examples of such centers include:

• Operations Asia (Primarily ICTI CARE audit operations),
• Operations Europe (Primarily Convergence, Date Certain),
• Operations North America (Primarily Convergence, Date Certain).

4.4.4 A Director of Operations can be appointed for each center of operations. A Director of Operations can also be responsible for more than one center.

Article 4.5 – Technical Advisory Boards

4.5.1 A Technical Advisory Board (TAB) is an independent body that provides technical expertise and quality control to the ICTI CARE Process. The TAB operates according to the principles and procedures as set out by the Governance Board.

4.5.2 The ICTI CARE Foundation has three Technical Advisory Boards:

• TAB Americas,
• TAB Asia,
• TAB Europe.

4.5.3 Technical Advisory Boards are independent by nature. They make written recommendations on technical issues to the President/CEO and/or the Board and on operational issues to the Director of ICTI CARE Asia Limited and/or the President/CEO.

4.5.4 Each Technical Advisory Board should not consist of less than five members. They serve for a term of three years.
D5.5 The responsibilities of the Technical Advisory Board include:

• ensuring consistent high quality of ICTI CARE Process audit reports, including supervision of the conduct of check audits;
• reviewing the ICTI CARE code framework and documentation, including but not limited to checklists, guidance documents, country specific documents, etc., and recommending revisions, as needed;
• making recommendations to the President/CEO regarding remediation and termination of ICTI Seals of Compliance for factories that have been found in violation of the standards of the ICTI CARE Process while holding a valid Seal of Compliance;
• supervising from the ICTI point of view, convergence pilot testing;

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