Terms for Board Sub Committee of Out-Right Namibia Trust

Term of Appointment

The Subcommittee (SC) is an advisory and technical arm of the Board in nature, thus and is appointed by the board to serve for such term/s as the board may deem fit.The duration of each SC member appointed by the Board is determined by the Board of Trustees upon such appointment and a member is eligible for re-appointment at the discretion of the Board.

It is further provided that a vacancy occurs if the person:

  • dies;
  • resigns from the committee;
  • is removed from the committee;
  • becomes insolvent under administration and declared lawfully unfit to serve in a board of a trust;
  • is disqualified from the committee by the Board or on recommendation of other committee members;
  • is absent from ordinary meetings for a consecutive period of more than two times without the consent of the committee.

Time Commitment Envisaged

The Committee is expected to hold up to four (4) Ordinary Quarterly Meetings (OQM) prior to Ordinary Quarterly Board Meetings of the Board of Trustees.

Members are expected to attend and participate in all of the scheduled OQM, Extra-Ordinary meetings (EOM), the NGA, as Committee Chair at Board Meetings or such meetings as invited/delegated by the Board Chair and all other activities as designated by the Board Chair to represent Out-Right Namibia.

Adequate notice of the proposed Committee meeting dates is scheduled in advance by the board and the director. Allocation of adequate time to meet the expectations and role as a member of the Board Subcommittee should be a consideration.

Role and Responsibilities

The management and control of the business of Out-Right Namibia is vested in the Board of Trustees with such roles delegated to Subcommittees and Secretariate as it may deem fit. All Members must make decisions objectively in the interests of the Trust. As a Member of the Board Subcommittees, you will be required to:

  • Adhere to Out-Right Namibia Deed of Trust (attached);
  • Advice and assist the Board to guide strategy and policy making to achieve and maintain high quality services in harmony with the beliefs and values of Out-Right Namibia;
  • Ensure that sound policies, systems, control and measures are in place for the efficient operation of the organisation;
  • Assist the Board to oversee the outcome of the work of Out-Right Namibia;
  • Diligently and professionally conduct duties in line with the respective committee as outlined by the specific committee TOR
  • Carry out any other tasks in line with subcommittee TOR as assigned by the Board for the efficient operation of the organisation.

Expectations of SC Members

As a Member, you will be required to:

  • act for the benefit of Out-Right Namibia at all times;
  • regularly attend Subcommittee meetings;
  • be well informed on agenda items;
  • participate fully and openly in meetings, sharing insights, ideas and suggestions;
  • contribute knowledge and express opinions based on experience, which in turn will assist the Board to make sound decisions
  • exercise your duties with reasonable care and diligence;
  • exercise your duties in good faith in the best interests of the organisation and for a proper purpose;
  • apply independent judgement in the exercise of your duties;
  • avoid conflicts between your duties to the Organisation and your personal interests or your duties to others; and
  • observe standards of good corporate governance.

Members’ Expenses

There is no remuneration paid to members of the Subcommittee. The Organisation reimburses for all reasonable and properly documented expenses incurred in the performance of duties. Such expensed activities require the authorisation and consent of the Board Chairperson.

Disclosure of Interests

Members have a duty to avoid any conflicts of interest between their duty to Out-Right Namibia and their own interests. Conflicts of interest and any material personal interests must be declared at the time of your appointment to the Subcommittee. In addition, any conflicts of interest and personal interests must be declared by a Member at the time they occur and, unless the Board resolves otherwise, they may not participate in meetings discussion, decision making or both on matters on which they face a conflict.

Independent Professional Advice

Members may seek independent professional advice, at the expense of the Organisation, on any matter connected with the discharge of their responsibilities. Prior to requesting advice, the established protocol is that the matter be discussed with the Board Chairperson.

Confidentiality and Access to Information

Access to the organisation’s records and information in the conduct of their duties is granted to the members of the SCs. The SCs through the SC chairperson will receive regular detailed financial and operational reports from management and can request any additional information in support of such submitted reports.

In the event that the SC Chairperson or his/her designate from the SC is to personally collect or engage any staff member at the office, prior arrangements must be made with the specific staff/supervisor from whom information is required for proper coordination of work.

All organisational information is confidential and cannot be exposed or used in any other manner other than for the purpose of carrying out the functions and duties of the organisation in accordance with the organisation’s policies. No information of the organisation can be released either during the appointment or following termination (by whatever means), to third parties without prior written consent from the Board Chairperson.