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Section 4
Bodies within the ICTI CARE FoundationArticle 4.1 Governance BoardRole 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.
Leadership 4.1.4 The Governance Board is presided over by one Chair or by two Co-Chairs. Membership 4.1.7 The Board can decide on new members within the above-mentioned categories. 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:
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. Decision-making 4.1.12 Board decisions are made by consensus. Article 4.2 President/CEORole 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:
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:
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 SecretariatRole 4.3.1 The Secretariat handles the day-to-day operational tasks, including but not limited to the following:
Reporting relationship 4.3.2 The Secretariat reports to the President/CEO. Article 4.4 OperationsRole 4.4.1 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:
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 CouncilUpdated: 11 November 2011
Role 4.5.1 The Technical Advisory Council (TAC) is an independent body that supports the ICTI CARE Process by providing technical expertise and quality control advice relating to the ICTI CARE Process. The TAC operates according to the principles and procedures as set out by the ICTI CARE Foundation Governance Board, whose Oversight and Appeals Committee provides oversight of the TAC. 4.5.2 The TAC is independent by nature. It makes written recommendations on technical issues to the President/CEO of the ICTI CARE Process and/or the ICTI CARE Foundation Governance Board and on operational issues to the Operations Director of the ICTI CARE Foundation Asia Limited and/or the President/CEO of the ICTI CARE Process. Membership is voluntary and not remunerated. Expenses of participation are borne by the members individually. Travel expenses of the Chairman or his/her representative to attend Governance Board meetings are reimbursed. TAC Members and Representatives 4.5.3 Definitions. For the purposes of this Section 4.5:
4.5.4 Members: The Technical Advisory Council should consist of not less than five nor more than 15 members. All toy sectors should be included (manufacturers, brands, retailers and licensors) as well as all three geographical areas (Americas, Europe, Asia). The members serve for a term of three years and may serve additional terms as outlined below. Each member will propose a Representative to sit on the TAC (see “Representatives,” below). The procedure for nomination, appointment and replacement of a member is as follows:
4.5.5 Representatives: These are the individuals who sit on the Technical Advisory Council in representation of Members. They are proposed by the Members and are appointed by the ICTI President concurrently with the appointment of the Member they represent. Members’ representatives, while not precluded from representing their member’s interests, are expected to promote the best interest of the industry, not those of the individual company. The representative proposed by the member must have the appropriate technical background and/or access to technical information, and must be a senior member of the member’s technical staff. At its own discretion, the TAC may call on members for expert advice in other areas, such as human resources or legal expertise, also to be provided on a voluntary basis. Should the member’s representative resign, the member will nominate a new representative for approval and appointment, as specified above. 4.5.6 Commitments: Membership on the Technical Advisory Committee is conditional on the commitment of that member, and its representative, to the ICTI CARE Process.
4.5.7 Decisions on the three sub-paragraphs of point 4.5.6 are subject to the review of the Oversight & Appeals Committee (see point 4.5.20). Nomination and appointment of TAC Chair and Deputy Chair 4.5.8 The TAC member representatives shall elect one of their number to be Chair and one to be Deputy Chair for terms of one year each. The two should not be from the same supply chain group. The Chair and Deputy Chair will be rotated annually among the four supply chain groups. A Chair/Deputy Chair may be reelected only when the rotation returns to his/her sector of the membership (i.e., after three years). If a Chair or Deputy Chair resigns or otherwise ceases to serve during his/her term, a new Chair or Deputy Chair will be elected from the same sector to finish the term, after which the rotation will pass to the next supply chain group for election of a new Chair/Deputy Chair for a full term. The Chair is the spokesperson of the TAC and calls and presides over all meetings – in his absence the responsibilities are assumed by the deputy Chair. TAC Responsibilities 4.5.9 The TAC serves in an advisory role, and responds to requests of the Operations team or the Governance Board in the performance of tasks that include:
TAC Decision-making process 4.5.10 TAC decisions are made by consensus. 4.5.11 When consensus cannot be reached, the TAC can put the issue to a vote for decision by simple majority. The minority opinion(s) shall be included in meeting minutes. There is only one vote for each member and that vote may only be cast by the Member’s Representative. 4.5.12 To avoid real or perceived conflicts of interest, the Operations team shall submit anonymous factory reports to the TAC. When questions arise involving factories related to a TAC member, that TAC member must recuse him/herself from the discussion. TAC Meetings 4.5.13 The TAC meets whenever called by its Chair and at least once every six months. The Chair may call meetings on his/her own initiative and also must call them at the request of the ICTI CARE Foundation Governance Board or the Head of ICFAL Operations. 4.5.14 The ICFAL Operations Team, at the request of the TAC Chair, organizes meetings. This may include locating a suitable meeting venue, drafting of agenda and preparing relevant meeting documents. 4.5.15 An ICFAL Operations team member will act as Secretary to the TAC, be present at all meetings and prepare minutes of the meetings. While at the meetings, he/she may answer questions, give an opinion but has no vote. The minutes of the meeting will be made available to all TAC members. 4.5.16 The TAC members can form task forces as needed, which may meet separately and informally to perform certain defined projects such as drafting of technical documents, etc. They may also call on outside experts for advice, on a pro bono basis. Transparency and Credibility 4.5.17 All factories, regardless of any affiliation with a TAC member, are subject to the same audit requirements as those of any other ICTI CARE Process member, including unannounced QC audits to ensure the highest level of integrity. 4.5.18 The TAC comes under the oversight of the ICTI CARE Foundation Governance Board’s Oversight and Appeals Committee. 4.5.19 If any TAC member is put on probation or terminated, the case must be communicated to the Chair of the ICTI CARE Foundation Oversight and Appeals Committee. 4.5.20 The Oversight and Appeals Committee Chair, upon recommendation of the President & CEO of the ICTI CARE Process, makes decisions on appropriate action to be taken, such as suspension of TAC members or the need for a member’s replacement. The President of ICTI and the TAC Chair will be informed accordingly. 4.5.21 A list of all TAC members, and their representatives, will be published on the ICTI CARE Process website. |
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