Every Commissioner has a duty to attend Board meetings regularly and to effectively participate in the conduct of the business of the Board. The Board shall meet at least once every three (3) months at such places and at such times as the Chairperson may determine.
Every Commissioner should attend at least 75% of the Board meetings of NCST in any financial year. On an annual basis the Chairperson working with the Board shall review the suitablility of a Commissioner who has failed to comply with the 75% attendance rule, without valid reason. The office of a Commissioner shall fall vacant if s/he fails without valid reason to attend three consecutive meeetings of the Board of which s/he had notice.
No Commissioner shall attend to the business of his office by representation. Where a Commissioner is unable to attend any meeting of the Board or its Committees, s/he may request that his/her apologies for failute to attend be recorded.
A representative of an ex-officio member shall be designated by, or on behalf of the ex-officio by a notice of writing to the Board to attend a meeting of the Board and/or its Committees. Upon such designation the representative shall not attend to the business of the Board or its Committees by representation.
The Chairperson in liaison with the DG establishes the agenda for each Board meeting. The DG issues a schedule of agenda subjects to be discussed for the ensuing year (Board Work Plan or Calendar) at the beginning of each year (to the degree these can be foreseen) which will be discussed at each Board session, as appropriate. Each Commissioner may suggest the inclusion of additional item(s) on the agenda.
Information important to the Board’s understanding of NCST’s Strategy and operations is distributed in writing to the Board before the Board meetings. The Secretariat tries to provide material that efficiently furnishes the desired information.
The DG plays an important role in supporting the effectiveness of the Board by monitoring that Board’s policy and procedures are followed. The DG also coordinates the completion and dispatch of Board agenda and briefing materials. The DG is accountable to the Board, through the Chairperson, on all governance matters.
Board Meeting and presentations on specific subjects are sent to the Board or the respective Committees two (2) weeks in advance. This will enable the Commissioners to prepare themselves well in advance in order to make Board meetings more effective. On those occasions in which the subject matter is extremely sensitive, the information may be presented for the first time at the meeting.
An extraordinary meeting of the Board may be called by the Chairman upon written notice of not less than seven (7) days received from any member of the Board. If the particular matter to be discussed is urgent, an extraordinary meeting may be called upon giving a shorter notice.
Half the members shall form the quorum of any meeting of the Board and its Committees.
The Chairperson shall preside at any meeting of the Board. In his/her absence the Vice-Chairperson shall preside over the meeting. In the absence of the Chairperson and the Vice-Chairperson, the Members present and forming a quorum may elect a Chairperson from among them for the purpose of the meeting.
The decision of the Board and its Committees on any matter before any meeting shall be that of the majority of the members present and voting at the meeting. In the event of equal votes, the person presiding shall have a casting vote. Board decisions are final.
The Committee Chairperson, in consultation with Committee members, determines the frequency and length of the meetings of each Committee.
The Chairperson of each Committee, in consultation with the appropriate members of the Committee and the Secretariat, develops the Committee’s agenda.
Each Committee issues a schedule of agenda subjects (Committee Calendar) to be discussed for the ensuing year at the beginning of each year (to the degree these can be foreseen). This forward agenda is also shared with the Board.
The Commissioners meet in executive session at least twice a year. In general, time is reserved following each regularly scheduled Board meeting should Commissioners wish to meet in executive session. In practice, the Commissioners may meet much more frequently than the minimum.
During the course of these sessions, feedback on Board processes, including the timeliness of information being provided to the Board is discussed. The Commissioners also review the DG and Departmental Heads performance, compensation and succession planning. The sessions also provide an opportunity for the Chairperson to discuss areas where the performance of the Commissioners could be strengthened.
It is important that these opportunities occur regularly, even if the meetings are short, so that they become a recognized and accepted practice. Any issues arising in these sessions that bear on the relationship between the Board and the Secretariat should be communicated quickly to the DG by the Chairperson.
Board minutes shall be kept of the proceedings of every meeting of the Board and its Committees. Minutes of the preceding meeting must be confirmed at each meeting, which includes a review of the action items outstanding. The minutes should be approved by the Chairperson.
