ENTERPRISE & GOVERNANCE WORKING GROUP: TERMS OF REFERENCE

Enterprise & Governance Working Group

Terms of Reference

The IFI Board may establish Working Groups and Advisory Committees to focus on particular aspects of the IFI’s activities and recommendations from these groups will be brought to the Board for approval. Working Groups comprise Board Members only; Advisory Committees comprise board members and invited external representatives.

The Enterprise and Governance Working Group (EGWG) was established in 2011.

The role of this group is advisory and has no formal governance responsibilities and powers, and operates as a working group which answers to the Board of Directors and will make recommendations to the Board. Input by its members will be critical to the direction and success of the IFI’s commercial activities, financial security and organisational operations.

The EGWG will have a number of different functions:

• To monitor and review the accuracy of financial statements;
• To monitor budgets and financial performances in more detail;
• To examine figures, accounts and projections to oversee the financial security of the organisation;
• To monitor income and expenditure against agreed levels and overall projections;
• To be cognisant of cashflow and reserves;
• To consider the auditor’s independence and effectiveness;
• To approve the terms of engagement of the auditors;
• To consider whistleblower processes;
• To monitor and review controls and risk management systems;
• To report back to the Board with financial overviews and updates;
• To monitor organisational operations such as health and safety, fire safety, human resources etc.;
• To hear health and safety updates and consider developments, challenges and issues in this area;
• To advise and make recommendations in regard to financial and operational matters;
• To review plans, budgets and progress, in order to make recommendations and act in an advisory capacity to the IFI Management/Board; and
• To adhere to the IFI’s ethical practices and always act in the best interests of the IFI.

Structure

• The EGWG will be led by a Chair; and will include a minimum of 2 other board members in the working group.
• The new Chair will serve for a three year term, in line with their board membership term(s), which is renewable on the same terms of board rotation.
• All other terms of service operate in tandem with board terms.
• A minimum of one person on the committee will have financial expertise.
• All members will have a good understanding of and some experience in some or all of the following: budget setting, financial planning, health and safety, organisational operations, governance and staff management/human resources

Management and Support:

• The activities of the EGWG will be managed and facilitated by the Director with support from the IFI Deputy Director and Public Affairs & Marketing Director, and other IFI staff members as required.

Meetings:

• In principle, EGWG meetings will be called as and when required, with a minimum of three per annum.
• There is no quorum for EGWG meetings.
• The annual IFI Financial Statements and Chair Report will include a note on the workings of the EGWG.
• Key action points from meetings will be minuted and circulated.
• Where relevant, a summary of EGWG activities will be provided by the Chair of the EGWG to the IFI Board at board meetings.