Board Members' Handbook
Approved by Board on 25 February 2014 and updated
(A) The promotion of the care and protection of the health and welfare of the public in particular children and young people by working to minimise the availability of potentially illegal or otherwise harmful content on the internet.
(B) The prevention of crimes relating to offences involving exposure to illegal content on the internet in particular by:
(I) Operating a Hotline enabling the public to report such instances;
(II) Operating a notice and takedown service to alert hosting service providers of such criminal content found on their servers; and
(III) Alerting relevant law enforcement agencies to the content.
(C) To further such purposes as are recognised as exclusively charitable under the law of England and Wales.
The precise terms of the IWF’s remit and objectives are determined by its Board according to the procedures in the constitution and are recorded in a separate document.
BOARD MEMBERS’ RESPONSIBILITIES
The Board’s key responsibilities are:
- Ensuring compliance with the objects, purposes and values of the IWF, and with its governing documents.
- Setting and approving policies, investment plans and budgets to achieve the strategy objectives, and monitoring performance against them.
- Ensuring the solvency, financial strength and good performance of the IWF.
- Ensuring that the IWF complies with all relevant legislation, regulations and requirements of its regulators.
- Dealing with the appointment (and if necessary the dismissal) of the IWF’s Chief Executive.
- Setting and maintaining a framework of delegation, internal control and management of risk.
- Agreeing or ratifying all policies and decisions on matters which might create significant risk to the IWF, financial or otherwise.
The Board members are, therefore, required to:
- Attend Board and relevant Committee meetings;
- Set and review the remit, strategy and policy of the organisation;
- Approve and monitor the organisation’s budget;
- Supervise the work of the Chief Executive on all non-operational issues;
- Represent the IWF externally when requested by the Chair or Chief Executive; and to
- Ensure the highest standards of reputation and corporate governance.
Board members are also the Directors and Trustees of the Internet Watch Foundation and, in this capacity, their responsibilities require them to ensure that:
- The charity complies with Charity Law and with the requirements of the Charity Commission as regulator;
- The charity does not breach any of its requirements or rules as set out in its governing document, and that it remains true to its charitable purposes and objects;
- The charity remains solvent, that undue risks are not taken with the charity’s funds and that those funds are used solely in furtherance of the charity’s objects;
- The preparation of accounts for each financial year which give a true and fair view of the state of affairs of the company, and of its financial results for that period;
- The keeping of proper accounting records, which disclose with reasonable accuracy at any time, the financial position of the company, and which enable compliance with the relevant provisions of the Companies Acts and charity legislation;
- They comply with their statutory duties as set out in the Companies Act 2006 (and as may be amended from time to time);
- The taking of such steps as are reasonably open to them to safeguard the assets of the charity and prevent fraud and other irregularities.
In the discharge of these responsibilities, Board members are expected to accept a workload comprising the following:
- Up to six Board meetings a year, each normally of 3 hours duration during the day and usually located in central London or Cambridge.
- Committee and working group meetings, the number and nature of which will depend on circumstances, but which will normally be during the day.
- Reading and preparation for Board meetings and, when appropriate, Committee and working group meetings.
- Reading and responding to e-mail communications from the Chief Executive, the Chair, other Board members or Funding Council members.
- Attending meetings and events as a representative of the IWF.
While it is not possible to quantify this work, it is anticipated that normally it would involve a commitment of approximately one day a month.
In the event that a Board member cannot attend a particular meeting, there are no substitution arrangements and they should ensure a written copy of their views on all significant agenda items is sent in advance of the meeting to the Chair and Company Secretary. However, any Board member may nominate another Board member as a proxy for a single Board meeting, but not for two Board meetings in a row. Such a proxy arrangement shall be a directed proxy for each vote and subject to the Chair's approval, and such approval will not be unreasonably withheld. The Chair and Company Secretary shall be notified in writing of any such proxy assigned.
APPOINTMENTS AND APPRAISALS
All Board appointments are subject to vetting in accordance with IWF policy.
Vacancies for industry Board members will be filled by procedures determined by the Funding Council and appointments will be ratified at the IWF’s AGM.
Vacancies for independent Board members will normally be advertised or publicly notified. However, the field of potential candidates being considered will not necessarily be limited to those responding to an advertisement. Others may be invited to apply on the basis of recommendation by existing Board members or others.
Nobody who has a significant financial interest or other direct involvement in a company providing internet service will be considered for appointment as an independent member of the Board. If subsequent to appointment to the Board, an independent member then acquires such an interest or involvement, the member concerned will be expected to resign.
All applicants for a vacancy on the Board will be supplied by the Chief Executive with relevant material explaining the work of the Board and the responsibility of Board members.
All applicants who are short-listed for interview will, prior to that interview, be offered the opportunity to meet the Chief Executive and discuss the work of the organisation and the Board.
All applicants who are short-listed will be interviewed by a panel of Board members comprising the Chair and representation from both Independent and Industry Board membership (the IWF’s Board Executive Committee, comprising of the Chair and two Vice-chairs, will normally act as the Appointments Panel, together with an independent person from outside the Board agreed by the other panel members).
Terms of office
Independent Board members will be appointed for a three-year term and they may be re-appointed for a further three-year term.
The decision on whether to offer an Independent Board Member a further term of office will be taken by the Chair and the two Vice-chairs.
If an Independent Board Member subsequently leaves the sector he or she represents on the Board, he or she may be required to resign.
Industry Board members will be appointed by a procedure determined by the Funding Council.
No Board Member may hold office for more than an aggregate of six years.
Induction, training & appraisal
All new Board members will be offered an induction programme developed by the Chief Executive in conjunction with the Chair. This will include identification of any training needs.
All Board members will be regularly offered appraisals. Again, these will include identification of any training needs.
Appraisals will be conducted by the Chair at least every two years after appointment, and at least once during the course of a second term of office.
Appraisals of the Chair will be conducted by the two Vice-chairs at six months, one year and two years after appointment, and at least once during the course of a second term of office.
Eligible independent Board members are entitled to claim a Trustee Attendance Allowance as per charity regulation.
All Board members are entitled to claim expenses which are properly incurred in accordance with the IWF’s Trustee Expenses Policy Statement, a copy of which is attached as Appendix 2 and as may be amended from time to time.
CODE OF CONDUCT
Financial interests and conflicts of interest
New Board members shall be required to notify the Chief Executive within one month of appointment of any financial interests that could reasonably be regarded as relevant to the work of IWF, and this register of interests will be placed on the IWF web site in the section on Board membership.
As well as this general declaration of financial interests, a Board Member will be expected to declare any possible conflict of interest on a particular matter under consideration by the Board, and to withdraw from any meeting or discussion when this matter is under consideration.
Board members should take care to avoid gifts or hospitality which might be construed as affecting their partiality in making Board decisions. As a general guide, hospitality involving events related to the internet industry, internet issues or child protection matters are acceptable, but gifts over the value of £10 should be declared to the Chair, and gifts over the value of £50 should not be accepted.
Conduct at meetings and in correspondence
All meetings and correspondence between Board members should be conducted with maturity and respect, recognising that colleagues will sometimes hold strongly diverse views but can exchange these in an open-minded and tolerant manner. Board members will act jointly and make decisions collectively, and will not act individually unless specifically authorised to do so.
Board members are not normally spokespersons for the IWF. However on occasion, Board members may be asked to speak or write for the organisation in the media. When this happens, the Board member should agree this in advance with either the Chair or the Chief Executive and ensure that any views expressed are consistent with the Board policy.
Duty to act in the best interests of the IWF
More generally, Board members are expected to exercise collective responsibility on IWF matters and demonstrate commitment to the organisation. This would involve not speaking or writing publicly against the IWF or its policies, and not acting in a way which would bring the IWF into disrepute. Board members will act in the best interests of the IWF as a whole, considering what is best for the organisation. Board members are requested, in the event of a member of their family and/or household being under criminal investigation for possession of child sexual abuse imagery, to make the Chair of the Board aware immediately.
Complaints against Board members
Any complaint against the conduct of a Board member will be heard by the Chair. Any complaint against the conduct of the Chair will be heard by the two Vice-chairs.
Complaints by Board members against IWF staff
Any complaint against a member of staff by a Board member will be heard by the Chief Executive. Any complaint against the Chief Executive by a Board member or other party will be heard by the Chair and two Vice-chairs who will then report to the Board.
Please note: The IWF uses the term child sexual abuse content to accurately reflect the gravity of the images we deal with. Please note that child pornography, child porn and kiddie porn are not acceptable terms. The use of such language acts to legitimise images which are not pornography, rather, they are permanent records of children being sexually exploited and as such should be referred to as child sexual abuse images. If you see such content online please report it to the IWF.