The Board of Directors (the “Board” and “Directors”) of the Center for Women & Enterprise (“CWE”) has adopted these Corporate Governance Guidelines. The guidelines, in conjunction with CWE’s articles of organization and bylaws, form the framework of governance to assist and guide the Board in the exercise of its responsibilities. Information on the structure and size of the Board and the election of CWE’s Officers and Directors can be found in the bylaws maintained in CWE’s corporate records.
The Role of the Board
- Establish Strategic Direction:
- The Board approves the mission and values of the organization as articulated by management.
- The Board actively participates in the planning process to ensure a long-term strategic plan is in place and receives regular updates to track the achievement of CWE’s strategic goals.
- Promote Continuity and Sustainability:
- The Board helps identify the resources CWE needs to implement its mission and strategy, including the financial and human capital required.
- The Board is responsible for the hiring of the CEO, overseeing the CEO’s work, helping the CEO secure guidance and support to be successful in the role, setting and making changes to the CEO’s compensation, and evaluating the CEO’s performance.
- Directors are ambassadors for CWE in the wider community and are able to articulate CWE’s mission and goals.
- Each Director is expected to make a personal financial contribution to CWE and identify additional financial support for the organization, unless an exemption is made by the Board Chair.
- Provide Financial Oversight:
- The Board approves the annual budget. The Board regularly monitors CWE’s financial performance vs. its annual budget.
- The Board ensures that financial controls are in place at CWE or delegates this responsibility to a standing committee.
- The independent directors meet regularly in executive sessions without management participation.
- Fulfill Legal Duties:
- Duty of care: Directors take care of the organization by ensuring the prudent use of all assets, including people, facilities and goodwill.
- Duty of loyalty: Directors ensure that the organization’s efforts advance its mission; they recognize and disclose all conflicts of interest; and they make sure CWE’s decisions serve the interests of the organization rather than personal interests or the interests of other persons or organizations.
- Duty of obedience: Directors act in the best interest of the organization; and they ensure that the organization follows applicable laws and its bylaws and serves its mission.
- Safeguard Reputation:
- One of CWE’s major assets is its reputation, and the Board is responsible for monitoring the culture, integrity, and public perception of the organization.
- All Directors are expected to be familiar with and abide by CWE’s Conflict of Interest Policy.
Committees of the Board and Other Working Groups
- There are currently five standing committees of the Board. Committee members on the standing committees can consist of Directors or other volunteers, but the chair of a standing committee is a current Director unless the Board votes otherwise.
- Executive Committee: The Executive Committee addresses issues that need immediate attention between Board meetings and is not intended to usurp the responsibility of the full Board. The committee also ensures coordination between the different committees, provides input for the Board agenda, and oversees an annual CEO performance review. The members of the Executive Committee include the chairs of the other standing committees, and the committee is chaired by the Board Chair.
- Audit Committee: The Audit Committee works with the CEO and CFO to select the independent auditor, review the audit plan, and recommend the final audit for approval by the Board. The committee is responsible for assuring that financial controls are in place to safeguard the financial assets of the organization. The Audit Committee is also responsible for overseeing the filing of the 990 report by CWE. Members of this committee are required to be financially literate.
- The Finance Committee works with the CEO and CFO to prepare an annual budget for CWE, monitor results, and report to the Board on the performance vs. budget. The committee is also responsible for the investment strategy and overseeing relationships with financial institutions.
- Governance: The Governance Committee is responsible for recruiting, nominating and orienting new Directors. It anticipates Board turnover and considers candidates for leadership roles on the Board. The committee works with Directors to ensure they are on committees where they can add value to CWE. The Governance Committee is also charged with monitoring Board culture and helping the Board Chair and CEO provide a satisfying experience for all Directors.
- Resource Development: The Resource Development Committee works with the CEO and development staff to ensure a sustainable financial future for CWE. This includes developing a plan to access diverse sources of funds to allow CWE to achieve its strategic goals. The committee also oversees the stewardship of donors and encourages financial support by individual Directors.
- Additional information on the Committees can be found in CWE’s bylaws.
- Other Working Groups Appointed by the Board:
- Task Forces: From time to time the CEO may establish task forces consisting of Directors or other volunteers to focus on specific issues of relevance to CWE.
- Advisory Boards: The individual Women’s Business Centers and the Veterans Business Outreach Center have used advisory boards to provide local or subject matter knowledge to the organization.
- Directors must be individuals who are of the highest ethical character and are passionate about the mission of the organization.
- Board members are recruited to bring a diversity of skills and experiences to the Board and its discussions. The Board also considers the diversity of the Board composition with respect to age, disability, gender identity or expression, ethnicity, race, and other backgrounds. CWE strives to have a Board with the diversity to reflect CWE clients and the communities CWE serves.
- Directors need to have the time to commit to attending Board and committee meetings and reading the relevant materials.