Center Boards of Trustees

The international agricultural research centers constitute the core of the CGIAR. Each Center is autonomous; each is also a nonprofit organization that derives its financial support from the CGIAR and its Members. Each Center operates under the authority of a legally constituted board, charged with fiduciary responsibility for the work of the Center. The effectiveness of each Center rests in large part on the effectiveness of its board. Good performance by Center boards is, therefore, crucial to the continued success of the CGIAR System.

THE ROLE OF CENTER BOARDS

Boards in nonprofit organizations play a number of crucial roles, among them legal, functional, and symbolic. Center boards operate within a similar context, and need to appreciate the complexity and importance of their role in contributing to the success of the Centers and the CGIAR System. The establishment of the board is generally required either by law or by an organization's founding charter. At a minimum, the board must be created and maintained to sustain an organization's legal legitimacy. Boards are also charged with functional responsibilities that require their involvement in policymaking, the delegation of certain tasks to staff, and ongoing evaluation and oversight. Boards, therefore, need among their members people with experience, expertise, and a willingness to work. As well, a structure is needed that enables the board to discharge its responsibilities through regular meetings and access to information. Boards also function in a symbolic role-one that is hard to measure, but critical to the credibility of nonprofit organizations and their work. Through a variety of means, primarily composition and a reputation for objectivity and seriousness, a board conveys important assurances to the wider community of stakeholders, partners, beneficiaries, and others that the work of the organization is sound. The goodwill of external stakeholders and the reputation of an organization rest with the board as well as with the staff. The boards that serve the international research centers must function effectively in each of these dimensions. It is the role of a Center board to ensure organizational continuity, provide a level of policymaking that ensures programs advance the mission of the Center, and oversee the implementation and administration of these policies within the context of the CGIAR, to guarantee effectiveness and accountability to CGIAR Members and others. Successful Center board operation requires the participation of competent board members, who recognize their responsibilities, are adequately informed, do their homework, and work as a team under effective leadership. Center boards must be composed of individuals with appropriate scientific or policy expertise, who make their influence and knowledge available to the Centers. Although the size of each board varies, the boards consist of three types of members: those nominated by the CGIAR, those serving ex officio, such as the Center Director, and those nominated by the board itself. In order to maintain organizational integrity and to guarantee that the actions of the board are in the best interests of the Center, board members need to understand their collective and individual responsibilities to avoid conflicts of interest. The policy of the board should make clear that board members serve in their individual capacities and not as representatives of particular organizations or agencies. Boards must focus on their role in the Centers, keeping in mind both the mandate of the individual research center they serve and the larger mission and goals of the CGIAR. Because the CGIAR achieves its mission through the work of the international research centers, good performance by Center boards is crucial to the continued success of the System.

BASIC RESPONSIBILITIES

Boards are charged with the responsibility of making policy and of monitoring the performance of management in carrying out that policy. However, that statement leaves a great deal about the work of the board unsaid. To make the charge more specific, nine responsibilities are outlined below:

• Determine the Center's Mission and Purpose It is the responsibility of the board to determine and safeguard the mission of the Center and to use the mission as a guide for planning, setting priorities, and allocating resources. Center mission statements are not static documents, and may need to be reviewed and revised periodically to reflect changes in the Center or in its operating environment.
• Hire the Center Director One of the major responsibilities of any board is to hire the chief executive officer. The board must rely on the Director General to undertake the day-to-day management of the Center and to determine which issues are brought before the board for consideration and approval. The board must establish with the Director General a process for setting goals and measuring performance on an annual basis. In general, it is not appropriate for the board to become involved in the day-to-day operations of the Center.
• Effective Organizational Planning Planning is an integral part of a Center's work, and the board must be an active participant in the planning process and in subsequent assessments of the extent to which plans have been realized.
• Determine and Monitor the Center's Program An important corollary to planning is the regular evaluation of the Center's work. It is the board's responsibility to stay informed about programs, to ask good questions that determine program effectiveness and impact, and to make decisions that move the Center and its programs forward. Evaluation should be ongoing and should have as its goal the continuous improvement of a Center's programs and activities.
• Mobilizing Resources Board members need to assist in the process of identifying and cultivating resources, including funding, for the Center. As senior and well-respected individuals within their spheres of influence, they should be willing to open doors and support the ongoing resource development activities of Center staff.
• Management of Financial Resources The board carries the obligation for the sound fiscal management of the Center. Although day-to-day financial affairs are conducted by Center staff, the board must develop policies that place prudent limits on the Center's financial activities and create a system of checks and balances that lead to a high standard of financial accountability. A critical tool for boards in meeting accountability standards is the annual external audit.
• Court of Appeals Because Centers are established as international organizations, it is particularlyimportant that boards see that adequate policies are in place governing employment, compensation, grievances, and appeals.
• Performance If the premise that Center boards are critical to the success and effectiveness of the Centers and the CGIAR System is accepted, it follows that the work of the board, and the way in which it functions and is structured, should be assessed on a periodic basis.
• Effective Board Practice Boards succeed in meeting their responsibilities by incorporating good practices into their work and perpetuating these practices through ongoing board education and orientation.

  COMPOSITION AND STRUCTURE

  Composition Over 50 nationalities are represented on the boards of the CGIAR Centers, and about half of all board members are from developing countries. CGIAR nominees are trustees who have been explicitly designated as such by the CGIAR. On each Center's board, usually three positions, and sometimes more, are reserved for CGIAR nominees. Ex officio members and host country representatives include the Center Director and members nominated by the government of the country or countries in which the Center operates. At-large members are nominated by the board itself through its nominating committee.

  Diversity and Balance

  In order to maintain a sufficiently broad perspective in policymaking, Center boards should strive for diversity and balance in their composition. Approximately half of the members should be drawn from developing countries, including the host country, and half from developed nations. Centers need to maintain a lively range of ages and perspectives on the board. Gender is also an important aspect of diversity.

  Skills and Characteristics

  Center boards are composed of a mix of professions, nationalities, and experiences. Within the constraints imposed by Center bylaws, membership must be carefully structured to maintain a balanced board.

• Scientific Expertise. Some members should be of such standing in their disciplines as to command the respect of the Center's staff and external constituencies.
• Business Expertise. Every board should have at least one or two members whose background is primarily in areas such as financial management and business administration to
• System Knowledge. Center boards should also include members with experience and knowledge of the CGIAR System.

  Term Limits

  Term limits enable a board to renew its membership and build a board responsive to the needs of the Center. At-large and CGIAR-nominated members should serve no more than two consecutive terms.

  Meetings

  Meetings should be held with sufficient frequency to enable the board to discharge its responsibilities effectively. Most Center boards meet twice each year.

  Committees

  To ensure that sufficient attention is given to critical board duties, a Center board typically has the following four standing committees: nominating committee, program committee, audit committee, and executive committee.

  BOARD CHAIR

  The role of the Board Chair is particularly important to the effectiveness of both the Center and its board. In the same way that the Director General is responsible for the effective management of the Center's operations and programs, the Board Chair is responsible for the conduct and productivity of the board. Within the CGIAR System, the Board Chair participates on committees and works closely with the Secretariats, and, as a member of the Committee of Board Chairs, he or she deliberates on systemwide initiatives. The Board Chair also plays an important role as an ambassador and representative of the Center in building relationships with CGIAR Members and nongovernmental and private sector organizations of importance to the Center. This role is particularly significant in relation to program development and resource mobilization. Perhaps the most critical responsibility for the Chair is to develop a positive working relationship with the Director General.