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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: 10 November 2009Role 4.5.1 The Technical Advisory Council (TAC) is an independent body that provides 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. 4.5.2 The ICTI CARE Foundation is supported by the TAC whose membership is drawn from: Asia, Europe and the Americas. 4.5.3 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. 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. Criteria for membership, Appointment of Members and Representatives 4.5.4 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). The members serve for a term of three years and may be reappointed as the ICTI Executive Committee (ICTI EXCOM) determines. 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. Members are nominated by the National Toy Associations belonging to ICTI and are appointed by the ICTI President. Each member association is to nominate just one member/representative from each of the four sectors mentioned above. Nominations for the TAC will be subject to approval by the ICTI EXCOM with the concurrence of the ICTI CARE Foundation’s Governance and Nominations Committee. The nominations should consist of the name of the company and its proposed representative. Members will be appointed for a three year term. At the expiration of a member's three year term the President of ICTI will ask the national associations to submit new nominations and will carry forward with the same process outlined in the paragraph above. Should a member resign from the TAC during its three-year term, the ICTI President will ask for a new nomination from the ICTI member association that nominated that TAC member and then follow the above process. Should the member’s representative resign, the TAC member will nominate a new representative. The representative appointed 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 experts, also to be provided on a voluntary basis. 4.5.5 The companies from which the representatives of the TAC are drawn must be committed to the ICTI CARE Process. Manufacturers must have a Seal of Compliance; toy brands must have signed a pledge of commitment to Date Certain, retailers and licensors must formally recognize the ICTI CARE Process. 4.5.6 TAC manufacturer members with a factory on probation shall be suspended from TAC membership until their facility has successfully completed the probationary period. However, during the suspension period, the TAC may seek informal technical advice and counsel from the suspended TAC member’s representative. Brand members must be actively engaged in the remediation process when a factory they source from is on probation. 4.5.7 TAC toy brand members that do not meet the requirements of Date Certain, including substantial compliance on the timing to which they committed, shall be suspended from their position as members of the TAC until such time as they can again show compliance. However, during the suspension period, the TAC may seek informal technical advice and counsel from the suspended TAC member’s representative. 4.5.8 TAC licensor or retailer members that no longer recognize the ICTI CARE Process will no longer be eligible to be a member of the TAC. 4.5.9 Decisions on points 4.5.6 and 4.5.7 are subject to the decisions of the Oversight & Appeals Committee (see point 4.5.22). Nomination and appointment of TAC Chair 4.5.10 The TAC member representatives shall elect one of the representatives as Chair for a term of one year. The Chair will be rotated annually among the four sectors. A Chair may be reelected only when the rotation returns to his/her sector of the membership (i.e., after three years). If a Chair resigns or otherwise ceases to serve during his/her term, a new Chair will be elected from the same sector to finish the term, after which the rotation will pass to the next sector for election of a new Chair for a full term. The Chair is the spokesperson of the TAC and presides over all meetings. Responsibilities 4.5.11 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:
Decision making process 4.5.12 TAC decisions are made by consensus. 4.5.13 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. 4.5.14 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. Meetings 4.5.15 The TAC meets whenever required and at least once every six months. 4.5.16 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. 4.5.17 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, s/he may answer questions, give an opinion but have no vote. The minutes of the meeting will be made available to all TAC members. 4.5.18 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 4.5.19 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. 4.5.20 If any TAC member is put on probation or terminated, the case should be communicated to the Chair of the ICTI CARE Foundation Oversight and Appeals Committee. 4.5.21 The TAC comes under the oversight of the ICTI CARE Foundation Governance Board’s Oversight and Appeals Committee. 4.5.22 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 need for a member’s replacement. The President of ICTI and the TAC Chair will be informed accordingly. 4.5.23 A list of all TAC members, and their representatives, will be published on the ICTI CARE Process website. |
Handbook Table of ContentsSection 1 Section 7 |
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