The Good Governance Foundation

Governance Document
Updated: August 17, 2006

The Good Governance Foundation - Governance Document

TABLE OF CONTENTS
A.

Role of The Good Governance Foundation Board of Trustees...................................................3

B.

Governance Rules..........................................................................................................................3
1.

Composition of the Board....................................................................................................................3

2.

Meetings...............................................................................................................................................4

3.

Decision Making..................................................................................................................................4

4.

Conflicts of Interest..............................................................................................................................4

5.

Grant-Making.......................................................................................................................................4

6.

Financial Reporting and Payments......................................................................................................5

7.

Management Oversight........................................................................................................................5

8.

Governance Changes...........................................................................................................................5

2
/var/www/apps/conversion/tmp/scratch_4/306765945.doc

The Good Governance Foundation - Governance Document

The purpose of this document is to set out the role of The Good Governance Foundation Trustees (the
"Trustees") and to ensure there are established governance policies and procedures to assist the Trustees
in carrying out their duties.

A. Role of The Good Governance Foundation Board of Trustees

The Board of Trustees has an overall responsibility to oversee the operations of The Good
Governance Foundation ensuring the Foundation effectively meets its objectives and mission. The
specific role of the Board is as follows:

B.

Set, monitor and (as necessary) revise The Good Governance Foundations strategy/mission
Hire, set compensation for and evaluate the performance of The Good Governance
Foundations Executive Director based on the role description set out in Appendix 3
Ensure that The Good Governance Foundation has adequate resources to achieve its objectives
Ensure The Good Governance Foundations legal and ethical integrity conform to ACE
Limiteds ethics/ code of conduct
Approve major operational policies, initiatives/programs and grants
Evaluate The Good Governance Foundations success and oversee improvements in order to
enhance impact
Ensure the good public standing of The Good Governance Foundation, and build employee
support for the Good Governance Foundation
Exercise fiduciary responsibility for the Foundation:

Oversee Foundation assets, including investments in real estate and other investments

Approve the annual Foundation budget

Ensure that adequate internal controls are in place within the Foundation and ensure that
periodic financial statement audits are completed satisfactorily

Governance Rules
1. Composition of the Board
1.1 The Good Governance Foundation will have a minimum of three Trustees of the Trust and
these Trustees must be Bermudian citizens or spouses of Bermudians
1.2 The addition of new Trustees must be approved by deed executed by the Protector and all
existing Trustees. The removal of a Trustee is carried out by notice to the relevant Trustee
by the Protector.
1.3 The Trustees shall appoint one of their members to hold the office of Chairperson for a oneyear term. A chairperson may hold the office for concurrent terms.
1.4 The Trustees shall also appoint a Secretary and a Treasurer for a one-year term, who may
but need not be a Trustee of the Foundation. These offices may be held for concurrent
terms.
1.5 The Trustees may appoint other officers or sub-committees of the Trust who may but need
not be a Trustee(s) of the Foundation. These sub-committees may include but are not
limited to:
Governance Committee
Finance Committee
Audit Committee

3
/var/www/apps/conversion/tmp/scratch_4/306765945.doc

The Good Governance Foundation - Governance Document

2. Meetings
2.1 A quorum of a majority of the Trustees is needed in order for the Trustees to hold a
meeting.
2.2 The Trustees shall meet at least once a quarter and at other intervals as they determine
necessary.
2.3 Meetings of the Trustees may be convened at any time by the Secretary to the Trustees,
upon a request by any Trustee and or the Executive Director, provided that every Trustee
shall receive not less than 5 days notice in writing of such a meeting and the proposed
agenda for the meeting.
2.4 In the event that the Chairperson is not present at a meeting, the Trustees shall appoint a
person to act as Chairperson for the meeting.
2.5 The Secretary to the Trustees shall take minutes at every meeting and shall as soon as
practicable after the close of each meeting send a copy of those minutes to each of the
Trustees of the Trust. These minutes shall be approved by the Trustees and will be signed
by the Chairperson or designate.
3. Decision Making
3.1 Any decisions on funding an organization with a grant of $x or less can be made by the
Executive Director and one of the Trustees.
3.2 All funding decisions above $x must be taken by a majority vote of those Trustees
attending a meeting of the Trustees.
3.3 At meetings of the Trustees, each Trustee, including the Chairperson, shall have one vote,
and in the case of equality of votes the Chairperson shall have a second or casting vote.
3.4 All other decisions of the Trustees shall be by written resolution.
3.5 Anything which may be done by resolution of the Trustees in a meeting, may be carried out
without a meeting and without any previous notice being required, by resolution in writing
signed by all of the Trustees. If all Trustees do not agree with and sign the written
resolution a meeting will be called to discuss and vote on the resolution.
4. Conflicts of Interest
4.1 The Trustees and the Executive Director of The Good Governance Foundation are not
allowed to sit on any fundraising committee or engage in such fundraising activities for an
organization that The Good Governance Foundation funds, unless approved by the majority
of the Trustees.
4.2 If the Trustees or the Executive Director of The Good Governance Foundation sit on the
Board or a Committee of an organization that requests funding from The Good Governance
Foundation, they must abstain from voting on the grant application and, unless requested by
the Trustees, putting forward any views on the application. All Trustees and the Executive
Director must declare their interests prior to vote being taken. A current list of interests will
be maintained by the Executive Director and available at each Trustee meeting.
5. Grant-Making
5.1 All grant decisions will be based on defined criteria, which is defined in appendix 1.
5.2 All grant applications, successful and unsuccessful, will be tracked in a database on a
regular basis.
5.3 An annual report on The Good Governance Foundations programs and grants will be
presented to the Trustees by the last day of March the following year.

4
/var/www/apps/conversion/tmp/scratch_4/306765945.doc

The Good Governance Foundation - Governance Document

6. Financial Reporting and Payments
6.1 The financial year for The Good Governance Foundation shall end on the last day of
December in every year and the accounts of The Good Governance Foundation shall be
presented to the Trustees by the last day of March the following year.
6.2 The Trustees will decide on the next years funding request from the corporate entity to
support The Good Governance Foundation (including operational expenses and grantmaking activities) before the last day of September each year. The funding decision will
then need to be agreed to by the corporate entity.
6.3 All funds collected on behalf of The Good Governance Foundation shall be handed over to
the Treasurer who shall deposit the same into a bank account or accounts in the name of
The Good Governance Foundation. The Treasurer shall be responsible for the proper
preparation of The Good Governance Foundation accounts and shall have power to give
receipts for all monies paid to him or her on The Good Governance Foundation account and
shall administer the funds in accordance with the instructions of the Trustees.
6.4 Payment authorizations of $x or less shall be signed by one Trustee and payment
authorizations over $x shall be signed by any two of the Trustees from time to time or by
those persons so authorized by the Trustees from time to time. Provided that a payment
authorization signed by one or two of the Trustees (as appropriate) is attached, all cheques
or other orders for payment including bills, drawn by or on behalf of The Good Governance
Foundation, and payable at the bank notwithstanding that such a payment may cause any
account or accounts of The Good Governance Foundation to be overdrawn or increase any
existing overdraft:
6.5 A financial report detailing the Trusts income, operational expenses and other expenditures
will be submitted to the Trustees on a quarterly basis.
6.6 The Trustees must ensure The Good Governance Foundation produces audited financial
statements on an annual basis.
7. Management Oversight
7.1 The hiring or termination of an Executive Director to manage The Good Governance
Foundation must be by majority decision of the Trustees of The Good Governance
Foundation.
7.2 The Trustees must approve the hiring of other resources to assist in the running of the Good
Governance Foundation.
7.3 The Executive Director will report to a subcommittee of Trustees, not one Trustee, but may
choose to approach one or more of the Trustees for day-to-day oversight.
7.4 The Trustee subcommittee shall conduct regular performance reviews on the Executive
Director (at least annually) and will decide on the appropriate compensation and benefits
for the Executive Director based on performance (See Appendix 2: Executive Director Role
Description).
7.5 The Trustee subcommittee needs to provide guidelines and approve changes in
compensation and benefits for all Good Governance Foundation staff.
7.6 The Trustees need to determine the most appropriate way of measuring the effectiveness of
The Good Governance Foundation in achieving its strategy.
8. Governance Changes
8.1 The role of the Trustees and the governance rules contained herein may be altered, repealed
or added to by a majority vote of the Trustees of The Good Governance Foundation for the
time being attending a meeting of the Trustees convened for that purpose, and for which 7
days prior written notice has been served upon every then Trustee of the Trust at his or her
last known address in Bermuda.
5
/var/www/apps/conversion/tmp/scratch_4/306765945.doc

The Good Governance Foundation - Governance Document

6
/var/www/apps/conversion/tmp/scratch_4/306765945.doc