Research on governance structures at global federations

By Lynette Lowndes (Commissioner), the Independent Governance Reform Commission

1. Governance Structures – a comparison with other global Federations

   The Governance Reform Commission has researched the governing structures of a sample of organisations which share the characteristics of a secretariat or headquarters office serving or acting on behalf of a group of member or affiliate organisations. Some of the organisations reviewed are strong federations or associations while others are looser networks or alliances.

   There are several distinct differences in how the different organisations choose to govern themselves, the most significant being the membership of the governing board and how the membership is represented in the governance structure.

   Some organisations, like the International Federation of Red Cross and Red Crescent (IFRC) and the Fédération Internationale de Football Association (FIFA), have governing boards elected entirely from the membership by the membership. Others like Frontline AIDS (formerly the International HIV/AIDS Alliance) appoint a Board composed entirely of persons matching specific profiles, who are not directly associated with the member organisations. Both systems have their strengths and weaknesses.

   Other organisations, for example, the World Wide Fund for Nature (WWF) and the British Red Cross have chosen a ‘hybrid’ model, with some board members elected from the membership and others co-opted based on specific skill sets and expertise. In some ‘hybrid’ boards only elected members have voting rights with co-opted members fulfilling an advisory role only, while others make no distinction between board members irrespective of being elected or co-opted.

   British Red Cross is one organisation that was for most of its long history an organisation with a membership board drawn entirely from representatives elected by local Red Cross branches. In the 2000s it moved to create a Board of Trustees with a mix of both elected members and co-opted persons matching specific skill profiles, with all being voting members of the Board. The purpose of this change was to strengthen governance as the foundation for repositioning the organisation in response to external changes.

   Within IPPF, WHR has a ‘hybrid’ Board of Directors with nine voting members and up to six advisory non-voting board members, with by-laws clearly specifying the rules and procedures governing nominations and elections.

   With the exception of FIFA the organisations reviewed do not have formal regional structures as part of the governance systems.

   Some of these organisations have conducted their own governance reviews and shared their learning. These discussions have highlighted the following factors to be considered in governance design and reform:

2. Key consideration in governance design
   1. Board role and purpose
      • Clarity on the purpose of governance. Generally Boards have three main functions
        • to approve the organisation’s broad policies and strategic direction,
        • to appoint and evaluate the performance of the CEO,
        • and to ensure the financial integrity of the organisation.
   2. Board skills and responsibility
      • Ensuring that the composition of the Board and the collective experience and skills of its members enables it to fully discharge its responsibilities. In the UK this includes meeting the requirement of the Charity Commission. https://www.gov.uk/government/organisations/charity-commission
   3. Board composition – representational vs skills based
      • Determining the extent to which board membership is drawn from the member organisations based on representational interests or, by contrast, selecting members according to a predetermined set of skills and experience, or indeed a mix of these two approaches.
      • Having systems that enable the skillset of the wider board to be considered when selecting new members, i.e., based on a skills audit.
   4. Board size
      • Ensuring a board is of appropriate size – not too small and not too large. A membership below eight is considered small and the Board may struggle to have sufficient breath of experience at the table, while a membership greater than 15 can be unwieldly, inhibiting members from engaging meaningfully in collective dialogue and decision making.
   5. Membership representation and interests
      • Ensuring that membership interests are adequately considered by governance.
      • Guarding against potential built-in conflicts of interest and competition.
   6. Board Committees
      • Establishing permanent skills-based committees to focus on key functions, for example: a finance and audit committee; a governance, ethics and nominations committee; a policy committee, etc.
   7. Transparency, Accountability and effectiveness
      • Ensuring governance has adequate transparency and accountability mechanisms in its design
      • Ensuring agile and effective decision making through streamlining rather than bureaucratic governance approaches
   8. Cost of Governance
      • Ensuring that the cost of governance is proportionate to the organisation’s budget and needs.
3. Summary of governance characteristics of comparable federations and network organisations

   Having reviewed a number of comparable organisations the different characteristics of governance are summarised below.

   Summary of governance characteristics of comparable federations and network organisations

   Generally the highest decision-making body is comprised of the member organisations meeting together at a regular meeting, often called a General Assembly (GA). The General Assembly provides the opportunity for members to fully engage with the organisation’s mission, strategy, achievements and priorities. It is often responsible for electing a president and vice-presidents and in some instance for electing the governing board/council.

   Governing boards/councils are comprised of members either drawn from the member organisations themselves and elected at the GA or are independent persons recruited based on skills and experience and appointed by the board itself. Some organisations have chosen a mixed approach with a board comprised of both elected members and appointed persons selected on the basis of skills and experience.

   Some organisations elect named individuals from the membership to sit on the governing board, while others elect a member organisation which then determines who will represent them on the board. Members of standing committees, for example a finance and audit committee, are generally appointed in their personal capacity to ensure that members are appropriately skilled in accordance with skill profiles. Organisations often agree formal recruitment processes for these positions, although they are non-remunerated.

   Some organisations have created recruitment and vetting committees or nominations committees to ensure open and transparent processes for recruitment and selection of board and committee membership.

   The voice of regions in governance structures varies across organisations. Those reviewed do not have regional structures with the exception of FIFA. Some have regional vice-presidents to represent regional interests at the board/council and regional conference while others form regional assemblies on an ad hoc basis as needed. Others engage regional dialogue through regional management processes.

   The governance structures of smaller federations/alliances are generally formed from the member organisations.

   The governance structures of selected organisations have been summarised for comparative purposes. Please see appendix 1 for more details.

   
   

   3.1 International Federation of Red Cross and Red Crescent (IFRC)

   The world’s largest humanitarian organisation, the IFRC is a global federation of 191-member national societies.

   Main Characteristics: A Governing Board (28 members) comprised of national organisations elected from the membership The Board appoints the Secretary-General and governs the Federation between General Assemblies Four statutory committees – Finance Commission, Youth Commission, Compliance and Mediation Committee, and Election Committee. Additional ad hoc Committees created as needed
   Advantages: Strong member representation General Assembly allows IFRC to act as a movement	Challenges: National/regional rather that global perspectives

   
   

   3.2 Fédération Internationale de Football Association (FIFA)

   FIFA is the international governing body of association football.

   Main Characteristics: FIFA Council (37 members) comprised of national organisations elected from the membership FIFA Congress, an assembly of members football associations meets annually The Congress elects the President, the Secretary General and the Council members Council members are elected by regional groupings Committees include an Ethics Committee, Finance Committee and Disciplinary Committee Candidates for chairperson, deputy chairperson and members of key Committees must pass eligibility checks

   Advantages: Strong member representation

   Challenges: Large governance bodies make for less rigorous governance More politicised

   
   

   3.3 World Wide Fund for Nature (WWF)

   WWF is the world’s largest conservation organization with a network of national organisations and associates in 40 countries. With more than five million supporters it works in more than 100 countries.

   Main Characteristics: Governed by an international Board of 13 Trustees that meets four times per year The Board is comprised of the President, six persons chosen from the member organisations and six person of high-standing chosen for their skills and competencies There are no regional groupings A member forum (Council) nominates members to the Board and all key positions based on proposals from a nominations committee

   Advantages: Balance between members and independent Board members

   Challenges: Balance between national and global perspectives

   
   

   3.4 British Red Cross

   British Red Cross is the UK body of the International Red Cross and Red Crescent Movement. Formed in 1870 it has more than 32,500 volunteers and 3,500 staff providing help to people in crisis, both in the UK and overseas.

   Main Characteristics: Governed by a Board of up to 13 Trustees A majority of Board members are elected by the membership and others are co-opted based on specific skills sets Profiles for co-opted Trustees are developed based on a Board skills audit A governance and nominations committee reviews applications and nominations against agreed criteria and acts on behalf of the Board as guardian of the Trustee recruitment process The Board creates committees as needed with membership drawn from inside and outside the Board Regional and national assemblies are formed for input at key decision points as required

   Advantages: Balance between members and independent Board members Range nor perspectives

   Challenges:

   
   

   3.5 Frontline AIDS (formerly the International HIV/AIDS Alliance)

   Frontline AIDS is a global partnership of nationally based organizations promoting community responses to HIV/AIDS issues in more than 40 countries.

   Main Characteristics: Board comprises of up to 14 independent Trustees All Board members are selected based on skills and expertise and taking account of regional and gender balance and other diversity factors The Board is self-perpetuating based on recommendations from a rigorous nominations process Various committees are open to member organisations and externals (Finance, Policy etc) No regional structures

   Advantages: Highly skilled board Global perspectives Removes regional competition

   Challenges: Lack of member representation or voice

Appendix 1.

Governance detail from comparator organisations

1. International Federation of Red Cross and Crescent Societies (IFRC)

   The IFRC is a global Federation of 191 Red Cross and Red Crescent Societies with a Secretariat based in Geneva, Switzerland. It has four statutory regions (Africa, Asia, Americas and Europe), five regional offices based in Budapest (Europe), Nairobi (Africa), Beirut (Middle East and North Africa), Kuala Lumper (Asia), Panama (Americas) and representative offices based in Brussels and New York.

   Member national societies contribute to the cost of the international secretariat based on a financial formula related to national GDP and other factors.

   Governance Structure

   The global Federation is governed by a General Assembly held every two years and a Governing Board that meets twice per year. The Board is responsible for governing the Federation between General Assemblies and for appointing the Secretary General.

   The General Assembly (GA) comprising representatives from all member National Societies is the highest decision-making body. Four constitutional commissions/committees are elected by the member national societies at the GA: Finance Commission, Youth Commission, Compliance & Mediation Committee and Election Committee. They have advisory or such other functions as set out in the Constitution.

   The Governing Board comprises the President, Vice Presidents, representatives from 20 elected member Societies, the Chair of the Finance Commission and the Chair of the Youth Commission. The Governing Board also establishes advisory committees and working groups according to specific needs. Membership of the various commissions and committees is drawn from national societies on a regional basis.

   The President, elected directly by the GA in his/her personal capacity, is the highest personality of the IFRC and is responsible to the GA for ensuring that the IFRC pursues its general object and exercises its functions as defined in the Constitution. The President acts under the authority of the General Assembly and of the Governing Board to guide the affairs of the International Federation.

   In addition there are five Vice-Presidents, one from each of the four regions and one from the National Society where the IFRC is headquartered. The GA also elects those four National Societies, one from each (statutory) region, which are entitled to appoint a Vice-President. The Vice-Presidents support the President individually and collectively. They participate in the sessions of the GA in their personal capacity ensuring communication on governance matters between the General Assembly, the Governing Board and the National Societies in their regions and promote the decisions of the General Assembly and Governing Board, particularly in their regions.

   Regional Conferences are held each four years in each of the statutory regions to promote co-operation, identify common concerns and issues, achieve common strategies for implementing decisions of the General Assembly and to make proposals to the Governing Board.

   Governance Characteristics

   Members of the Governing Board are drawn from the member national societies. The members elect a national society to a role on the Board with the national society deciding who will fill that role. Members of the Finance Commission, the Youth Commission, the Election Committee and the Chair of the Compliance and Mediation Committee are appointed in their personal capacity at the General Assembly. They are generally members of a national society.

   There are no regional governing structures with regional Vice-Presidents representing regional interests at the Governing Board.

2. Fédération Internationale de Football Association (FIFA)

   FIFA, headquartered in Zurich and an association established under Swiss law, is the international governing body of association football. FIFA is responsible for the organization of football’s major international tournaments, notably the World Cup and the Women’s World Cup.

   Governance Structure

   The FIFA Congress, an assembly made up of representatives from each affiliated member association is FIFA’s supreme body. Each national football association has one vote, regardless of its size or footballing strength. The Congress assembles in ordinary session once every year making decisions relating to FIFA’s governing statutes, their implementation and application. The congress approves the annual report, decides on the acceptance of new national associations and holds elections. Congress elects the President of FIFA, its general secretary, and the other members of the FIFA Council.

   FIFA Council, formerly called the FIFA Executive Committee and chaired by the president, is the main decision-making body of the organisation in the intervals between Congress. The council is elected by the FIFA Congress. It is composed of 37 people: the president, eight vice presidents and 28 other members elected by regional confederations from the member associations. The President and the members of the Council may serve for no more than three four-year terms of office (whether consecutive or not).

   The president and the general secretary are the main office holders of FIFA, and are in charge of its daily administration, carried out by the general secretariat, with its staff. FIFA’s worldwide organisational structure also consists of several other bodies, under the authority of the FIFA Council or created by Congress as standing committees. Among those bodies are the Ethics Committee, the Finance Committee, the Disciplinary Committee, and the Referees Committee. The composition and structure, including qualification and number of members as well as the specific duties and powers of the individual committees is stipulated in regulations. Candidates for the positions of chairperson, deputy chairperson and members of each of the Audit and Compliance Committee and the judicial bodies must pass an eligibility check.

   Governance Characteristics

   Like the IFRC, members of the FIFA Council are drawn from the member associations. However FIFA has a system whereby the majority of council members are elected by regional groupings which is not the case in the IFRC.

3. WWF – World Wide Fund for Nature

   WWF, an international non-government organisation, is the world’s largest conservation organization with a network of national organisations and associates in over 40 countries. It has over five million supporters worldwide and works in more than 100 countries.

   WWF International is the secretariat for WWF’s global organization and is based out of four regional hubs. The primary hub and seat of the Director General is in Gland, Switzerland. The role of the secretariat is to lead and coordinate the WWF Network through developing policies and priorities, fostering global partnerships, coordinating international campaigns, and providing supportive measures to global operations.

   Governance Structure

   WWF International is an independent foundation registered under Swiss law, governed by a Board of Trustees under an International President.

   WWF is a network of national organisations that can raise funds and carry out work autonomously. In addition it has programme offices working under the direction of one of the independent WWF organisation and offices in Brussels and Washington working on policy. Three Associate Organisations (independent NGOs) work closely with WWF in countries where WWF has no independent office.

   The WWF Council is a forum of the National Organizations providing advice to the International Board on issues such as alignment of the network, transparency and accountability. The Council nominates the members of the International Board based on the proposals of the Nominations Committee, except for its chairperson, the International President, who is appointed by the International Board. The council membership is comprised of Chairpersons or Presidents of the Boards of National Organizations and of WWF Associates and of Presidents and Vice-Presidents Emeriti.

   The Nominations Committee, formed of 3-5 members of Council who are not eligible for Board membership, proposes members for the International Board, candidates for the office of International President and honorary members for the WWF Council. The Council may mandate some of its members to constitute ad hoc working groups to advise on issues of concern.

   The International Board composed of up to 13 Trustees, including the International President, and six persons chosen from the member organisations and six person of high-standing chosen for their special competence in fields useful to the Foundation. Persons regularly employed and remunerated by a National Organization do not, in general, qualify for membership of the International Board.

   The Board is responsible for defining the mission and policies, oversight and the management structure including the appointment of the Director General. The Board meets normally 4 times per year. It convenes meetings of representatives of the Foundation, of National Organizations, WWF Associates and other persons as appropriate.

   The Board may appoint Committees to advise it on any aspect of the Purposes of the Foundation, or to accomplish specific functions. It may establish a National Organization or adopt an existing organization as a National Organization in any country in the world. National Organisations are independent organisations with their own governing structures.

   Governance Characteristics

   WWF national organisations Presidents form the Council which is the peak governance body (equivalent to a GA). In contrast with the IFRC and FIFA the Council nominates independent members to the International Board based on a set of criteria and required skills. There are no regional groupings.

4. British Red Cross

   The British Red Cross (BRC) governing board has a maximum of 13 Trustees (Board members), a majority of whom are elected by the membership and others that are co-opted based on specific skills sets. There are between 5-7 elected Trustees and 4-6 co-opted Trustees. The profiles for co-opted Trustees are developed based on a Board skills audit and specific skills required at any given time.

   A term of office is 4 years. Trustees may serve up to two consecutive terms, after which they must stand down for a period of at least one year before seeking reappointment or re-election.

   A governance and nominations committee reviews applications and nominations against agreed criteria and acts on behalf of the Board as guardian of the Trustee recruitment process. The Board creates other committees as needed with membership drawn from inside and outside the Board.

   The Board is responsible for appointing the Chief Executive who is delegated overall authority and responsibility for day-to-day management. The Society is governed centrally through the Board, whose strategy, policy and regulations for the whole organisation are executed through the Chief Executive.

   A National Assembly is called from time to time to inspire and motivate Members and provide an opportunity to be fully engaged with the organisation’s mission, strategy, achievements and priorities. To optimise the opportunity for all to participate regional assemblies are established which together may constitute the National Assembly.

   Governance Characteristics

   A Board with a majority of members elected by the membership with others co-opted based on specific skills. Regional assemblies are formed for input at key decision points

5. Frontline AIDS (Formerly International HIV/Aids Alliance)

   Frontline Aids is a UK based organisation providing financial and technical assistance to prevent the spread of HIV. Registered as a company limited by guarantee and as a charity in England and Wales, the UK Secretariat serves a network of national civil society organisations across the globe. It has representatives based in Geneva and Washington. The global organisation operates as an ‘informal’ Alliance.

   Governance Structure

   The Secretariat is governed by a Board of Trustees of up to 14 Trustees. The Board approves the global strategy and is responsible for ensuring that the organisation’s broad policies and strategies are in keeping with its mission. Board members are selected based on a set of skills and expertise and taking account of regional and gender balance and other factors. They are appointed by resolution of the Trustees and can serve for three terms of three years. Trustees appoint a chair and vice-chair from among their number. The Board has two permanent committees. The Finance and Audit Committee comprises up to five trustees and up to three external members. The external members are appointed following a recruitment process.

   The Policy and Advocacy Committee has one external member with other members selected from the Trustees. The role is advise the Board on global policy positions.

   Governance Characteristics

   The Board of Trustees is a 100% skills-based Board with members appointed by the existing members. Board members are recruited through an open process according to a clear specification of skills and attributes. The process may include advertising in relevant periodicals (e.g. The Economist). Interviews with shortlisted candidates are held by a group chaired by the Chair of the Board.

6. Other Organisations

   A number of organisations working in the development and humanitarian sector have formed formalised networks or alliances. These are smaller in terms of membership than IPPF and the organisations listed above. Their governance structures are generally comprised of a majority of member organisations.

   
   

   6.1 Save the Children International

   Save the Children is a leading independent organisation for children. It comprises Save the Children International and 29 members (26 full members and three associate members) working in 120 countries. All members of Save the Children work to deliver a shared ambition that all children survive, learn and are protected.

   Save the Children International is a UK company limited by guarantee and a registered charity in England and Wales.

   An International Board oversees global strategy and programmes. Save the Children describes its Board members as leaders in their field, including a government minister and experts in international children’s rights, healthcare, strategy, law, business, banking and finance. The International board consists of:

   • nine individuals who are the nominees of each member organisation that contributed at least 8% of the combined total income of all members of Save the Children Association.
   • three individuals who are elected by member organisations that contributed less than 8% of the combined total income of all members of Save the Children Association
   • two independent trustees, one appointed by the nominated trustees and the other elected by the member organisations, which elect the three individual trustees to the board.

   At least two members of each committee must be members of the Save the Children International board of trustees.

   The Audit and Risk Committee is appointed by the board of trustees and has four members, including a chair (who must not be the same person as the chair of the board). The committee meets at least four times a year to consider reports from the management team and external auditors.

   The Finance Committee is appointed by the board of trustees and has four members, including a chair (who must not be the same person as the chair of the board). The committee meets at least four times a year to consider reports from the management team. The committee advises the board on financial management, reporting, treasury and reserves.

   The Governance Committee is appointed by the board of trustees and has five members, including a chair, who meet at least twice a year. The committee advises the board on Save the Children International’s governance framework, its constitution and governance systems and processes.

   The Compensation and Organisation Committee is appointed by the board of trustees and has three members, including a chair, who meet at least twice a year. The committee advises the board on the compensation of the Chief Executive Officer and senior management of Save the Children International, by reference to those in comparable employment within the sector.

   
   

   6.2 WaterAid International

   WaterAid is a federation of seven national member organisations: Australia, Canada, India, Japan, Sweden, the UK and the US. Founded in 2010, WaterAid international helps country members and programmes to work together effectively and efficiently.

   The Federation is governed by an International Board. Trustees are Chairs of each WaterAid member organisation, plus an additional Trustee from WaterAid UK.

   
   

   6.3 Oxfam International (OI)

   Oxfam is a confederation of 20 independent charitable organizations focusing on the alleviation of global poverty. Oxfam International was formed in 1995 to lead the group of independent NGOs. The Oxfam International Secretariat leads, facilitates, and supports collaboration between the Oxfam affiliates to increase Oxfam’s impact on poverty and injustice.

   The International Board comprises the Executive Director, Chair of each Affiliate, and the International Chair. The Affiliates’ Chairs are voting members and are non-remunerated. The Executive Directors and the OI Chair are all non-voting-members. The Board also elects the Deputy Chair and Treasurer from among its voting members.

   The Board is responsible for ensuring that Oxfam International is accountable, transparent, and fit for purpose. The constitution and Strategic Plan are approved at Board level. The Board also agrees membership of the Confederation, selects the Honorary President, the Honorary Advisor, the Board Officers and the OI Executive Director. A number of subcommittees with expert members are also mandated by the Board to assist with specific issues.