Board Member Job Description

BOARD MEMBER SUMMARY OF FUNCTIONS

Each Member of the Board of Directors[1] acts in a position of trust for the community and is responsible for the effective governance of the organization.

BOARD MEMBER ESSENTIAL DUTIES AND RESPONSIBILITIES

• Participate primarily in the organization’s financial management process.
• Review and cast votes on stock offerings.
• Review and approve/disapprove of the organization’s vision and mission statements and set forth the organization’s direction.
• Review and vote on the organization’s Strategic and Business Plans, as well as subordinate Plans (e.g., Marketing Plan, Technology Plan); ensure that the various Plans are in sync; ensure that the organization’s Top Management effectively carries out these Plans.
• Approves the stakeholder analysis, as well as other inputs to the MP1070-1 – MARKETING PLAN, and ensures the Plan’s effectiveness.
• Attend Board meetings and makes decisions regarding the Company’s operations, as required.
• Authorize the raising of capital through bank loans.
• Oversee investigations into reporting errors; help prepare and submit all financial restatements as required by law and company policy; help prepare press releases about restatements.
• Reviews and accesses foreign exchange risks and policy options, and then sets the Company foreign exchange management policy.
• Reviews and approves all submitted financial reports, FA1000-1 FINANCIAL OBJECTIVES, the Capital Plan and any changes to the Plan, the Company’s formal goals and objectives, the Finance department’s continuity plan, and the RC1000-1 – BUSINESS PLAN.
• Reviews and approves the risk assessment/risk analysis prior to development of a Risk Management Plan (see procedure AC1030 – RISK MANAGEMENT).
• Reviews approved related party transactions and sets auditing or monitoring practices according to the requirements of each individual case.
• Reviews financial analysis and approves corrections or improvements to financial policies, objectives, or activities.
• Review and approve/disapprove of the organization’s financial forecasts and forecasted financial statements.

ORGANIZATIONAL RELATIONSHIPS

Reports to the other members of the Board and to shareholders. Works in conjunction with other Board members and the organization’s executive staff (President, Chief Finance Officer, etc.).

PROCEDURES

The Board Member Job Description is mentioned in the following procedures:

BOARD MEMBER QUALIFICATIONS

Prefer a candidate who currently holds (or recently held) an executive position with a firm having $2 million or more in revenue in the most recent fiscal year. Requires 10+ years of experience overseeing a company or companies in a related industry. Knowledge of, experience in field of finance is important.

The candidate must have a strong sense of and commitment to ethical behavior; the appearance of unethical or illegal behavior in the past is unacceptable.

Must be committed to the work of the organization. Require knowledge and skills in one or more areas of Board governance (e.g., policy, finance, programs, personnel). Must be willing to serve on at least one committee and actively participate. Require attendance at monthly Board meetings; a time commitment of about 5 hours per month (including Board preparation, meeting, and committee meeting time) is expected. Must also attend the organization’s Annual General Meeting.

BOARD MEMBER PHYSICAL DEMANDS

Ability to communicate orally with top management, advisors, and other board members is crucial. Regular use of the telephone and e-mail for communication is essential. Sitting for extended periods is common. Hearing and vision within normal ranges is essential for normal conversations, to receive ordinary information, and to prepare or inspect documents.

Activities require the ability to remain in a stationary position 50% of the time, occasionally move about inside the office to access files or office equipment, operate a computer and other office productivity machinery, such as a calculator, hand held devices, copy machine, and computer printer, and operate and monitor various medical equipment.

No heavy lifting is expected. Exertion of up to 10 lbs. of force occasionally may be required. Good manual dexterity for the use of common office equipment such as computer terminals, calculator, copiers, and FAX machines.

WORK ENVIRONMENT

The job is performed indoors in a traditional office setting. Activities include extended periods of sitting and extensive work at an office/conference desk, using a phone or computer.

[1] Where the organization is not large or complex enough to warrant a Board of Directors, the CEO/ President should consider having an informal group of advisors or business consultants.