Fall 2010 Steering Committee Meeting Governance Task Force Report | 2:00-3:30 1.
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Transcript of Fall 2010 Steering Committee Meeting Governance Task Force Report | 2:00-3:30 1.
Fall 2010 Steering Committee MeetingGovernance Task Force Report | 2:00-3:30
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Charter: Propose new governance structure for TSC
Chair: Jon Johnson, TSC
Members:Jerry Lynch General Mills, Inc.Pete He Henkel Consumer Goods Inc.Jay Celorie Hewlett PackardEric Israel KPMG, LLPTim Carey PepsiCo, Inc.Don Davidson Safeway, Inc.Mark Spears The Walt Disney CompanyKaren Hamilton UnileverJeff Rice Walmart
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Governance Task Force
Agenda: Future StateProcessOutcomeVote
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Governance Task Force
The governance structures that are developed should have the following characteristics• Global in scope, to appeal to companies and
stakeholders crucial to the Consortium’s growth• Credible with potential members and key
stakeholders• Enable operational efficiency and tangible results• Transparent concerning key decisions and processes
(e.g., financial management, research priorities and funding)
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Guiding Governance Principles
Three phases of TSC development• Phase I: Start-up (2009-10)• Phase II: Growth and Delivery (2011-12)
- Increase membership- Globalize- Professionalize- Deliver on Results- Plan for Phase III
• Phase III: Institutionalization and Maintenance (2013-)- Sustainable organizational structure- Independent organization
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Long-Term Plan
• To be the globally preferred provider of common data, standards and systems that improve informed decision making for product sustainability.
• To support better decision making across all relevant consumer goods sectors.
• To actively engage the world’s premier business organizations and academic institutions.
• To be well respected by the broader stakeholder community.• To be an independent organization with a sustaining business
model.• To have high membership satisfaction and retention.
Phase III Goals
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• Existing Steering Committee is too large for effective decision making; a reasonably-sized Board of Directors is necessary
• A strong Executive Director position is needed to coordinate executive and management activities.
• Other international universities need to be more directly involved
• Founding universities have majority oversight over fiscal and legal compliance
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Design Principles
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• We have two distinct (but related) activities, research and standards development– Since they have different types of needs for involvement and integrity,
separate structures are being proposed for each activity– TSC members, who pay for the research, should have a voice in
prioritizing research topics and selecting research partners; this needs to be coupled with academic voices to ensure academic integrity
– Standards development and approval should ensure that key stakeholder groups have equal voice; paid members should not have undue influence on standards outcomes
• These solutions are provisional until they can be codified into a member contract– The Board of Directors will be charged with final design of sector decision
rights, external review mechanisms, etc.
Design Principles
Proposal
• Proposal to create a governance structure for the Sustainability Consortium– Section 1: Board of Directors– Section 2: Managing Board– Section 3: Executive Director– Section 4: Advisory Councils– Sections 8-12: Legal and Contractual Details
• Recommendations (only) to the Board– Section 5: Research Operations– Section 6: Standards Operations– Section 7: Advisory Council Policies
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Managing Board1 ASU, 1 UA,
1 Corp. Member
Board of DirectorsOne representative reach from ASU and UA, representatives from 4
other Universities, 5 Corporate Members,2-4 NGO representatives as non-voting,
ED as non-voting Director
Executive Director (ED)
Report on compliance issues
Administrative StaffASU: Operations, Marketing,
Accounting, DevelopmentUA: Operations, Events, Accounting,
Development
Research Director (RD)Employee of UA or ASU
Ensure integrity of research; Oversee all research activities; Helps initiate
external funding opportunities
Standards Director (SD)AD’s assume role in interim
Ensure integrity of standards development; Oversee internal and
external Sector activities
• Selection of corporate members by election by Tier I corporate members of Tier I nominees (Corporate Advisory Council).
• Selection of universities initially by selection by Managing Board, eventually by election from University Advisory Council.
• Selection of NGOs initially by Board, eventually by election from Civil Society Advisory Council.
Phase II (“Expansion and Delivery”)
Governance Structure MB BoD
SD RD AS
ED
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Direction and oversight of the substantive decisions of the Consortium
• Strategic Direction Setting• Monitoring strategy implementation• Review of candidates and selection of the Executive Director• Determination of research priorities and allocation of research funds
to working groups• Ultimate authority over developed standards • Development of policies governing sector decision rights, external
review processes and similar operational policies
Board of Directors MB BoD
SD RD AS
ED
Board of DirectorsOne representative reach from ASU and UA, representatives
from 4 other Universities, 5 Corporate Members,2-4 NGO representatives as non-voting,
ED as non-voting Director
Composition of Inaugural Board– Five Tier I corporate members, elected by Tier I corporate
members– Six universities (one seat each, ASU & UA, four
international universities)– UA and ASU will occupy seats until other universities
selected• Initial appointment of universities by Managing Board in
conjunction with Governance Task Force and/or Board of Directors
– Two to four NGOs in non-voting capacity (initial appointment by Board of Directors)
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Board of Directors MB BoD
SD RD AS
ED
Issues the Board will lead once seated– Selection of Executive Director– Sector decision rights– External review mechanisms– Formal roles of Advisory Councils– Selection mechanism for Universities and Civil Society
members– Plan for moving to Phase III-Institutionalization
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Board of Directors MB BoD
SD RD AS
ED
In Phase II, UA and ASU will continue to house and administer the Consortium• The Managing Board will work collaboratively with the Board of Directors,
including in the selection of the Executive Director and budgeting. • The Managing Board will have final approval over administrative issues,
including:– Compliance with relevant laws and regulations.– Final approval of budgets and financial operations– Final approval of personnel decisions, including hiring the Executive Director
and selection of Academic Directors• Composition of the Managing Board will consist of one senior
administrator from ASU and UA and a corporate member of the Board of Directors.
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Managing Board MB BoD
SD RD AS
ED
Managing Board1 ASU, 1 UA,
1 Corporate Member
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The Executive Director will be responsible for overall operational effectiveness of the Consortium
• Implementation of strategies developed in conjunction with the Board• Management of the activities of the Consortium
Reporting Relationships• Board of Directors: Strategy and operations• Managing Board: Legal and financial compliance• Standards Director, Research Director, and Staff report to Executive Director
• Research Director reports to Board on certain research activities
Selection• Managing Board and Governance Task Force initiate international search• Screened pool of candidates will be presented to the Board in January. • The Board will select the Executive director, subject to approval of the
Managing Board, by the end of February
Executive Director MB BoD
SD RD AS
ED
Executive Director (ED)Employee of ASU or UA
Oversight of Administrative, Research, and Standards activities
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Sector Working Groups (SWG)SWG Coordinator (academic employee) SWG
members (Tier 1 and Tier 2 TSC members)Identify research priorities & partners
Consortium Working Groups (CWG)CWG Coordinator (academic employee) CWG
members (Tier 1 TSC members)Identify research priorities & partners
• Board of Directors allocates research funds to Working Groups based on formula• Working Groups determine funding priorities and partners• Working Group Coordinators provide direct project oversight• RD provides high-level project oversight, seeks synergies across activities, ensures
academic integrity.• RD has special reporting relationship to the Board of Directors.
Research EB BoD
SD RD AS
ED
Research Director (RD)Ensure integrity of research; Oversee all research activities; Helps initiate
external funding opportunities
Recommendations to the Board
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TSC Sector Working Groups (SWG)SWG Coordinator (academic employee) SWG members
(Tier 1 and Tier 2 TSC members)Work to draft measurement and reporting standard
Standards Approval Board – one for all of TSC4 Tier 1 members representative of all Sectors, 4
NGO/Govt, 4 AcademicProcess review to ensure standards development process
followed
Standards development process:1. SWG drafts standard2. Draft Standard open for public
comment3. SWG revises standard and
submits to Review Panel4. Review Panel recommends
revision or approves standard5. Approval Board approves
process6. Standards Director reviews,
sends to ED, BOD for final approval--ED and BOD can only reject for process reasons
External Sector Working Groups (SWG)Standards drafted by bodies external to TSC
Standard Review Panel – one for each Sector4 Tier 1 or 2 members, 4 NGOs, 4 Academics
Technical review to ensure standards based on adequate levels of scientific support
Standards EB BoD
SD RD AS
ED
Standards Director (SD)AD’s assume role in interim
Ensure integrity of standards development; Oversee internal and
external Sector activities
Recommendations to the Board
Other• Section 8-General: Approved governance structure cannot require any
entity to violate laws or accreditation standards or to jeopardize tax status.• Section 9-Contractual Foundation for Phase II: Establishes the approved
governance structure as the contractual foundation for the Sustainability Consortium.
• Section 10-Amendment to the MOU: Approved governance structure will amend existing MOU between ASU and UA where relevant.
• Section 11-Amendment to Membership Agreements: Approved governance structure will amend membership agreements where relevant.
• Section 12-Effective Date: Effective date of the governance proposal is January 1, 2011.
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OCTOBER NOVEMBER DECEMBER JANUARY FEBRUARY
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Timeline
Proposal presented to Steering CommitteeOctober 20
Board Nominations (Tier 1 Only)October 22
Board Nominations CloseNovember 15
Electronic Election of BoardDecember 1-15
First Board MeetingMid-January
Selection of Executive DirectorLate-February
Proposal
• Proposal to create a governance structure for the Sustainability Consortium– Section 1: Board of Directors– Section 2: Managing Board– Section 3: Executive Director– Section 4: Advisory Councils– Sections 8-12: Legal and Contractual Details
• Recommendations (only) to the Board– Section 5: Research Operations– Section 6: Standards Operations– Section 7: Advisory Council Policies
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