Guidelines and composition
Responsibilities, composition, appointment and functioning of the board are defined in the statutes of the Net4kids Aid Foundation, the Net4kids Organisation and the Net4kids Continuity Fund. The board for each of these three foundations is identical, from function to resignation schedule. In 2005, the issue of whether three different boards should be installed for the three different foundations has been discussed extensively. There are no formal requirements to do so. For practical reasons, the decision was made to have each of the three boards consist of the same people.
The foundation has no statutory management. The board is responsible for running the foundation. The board for 2006 consists of five people:
Name & Function |
Other functions |
Loek van den Boog
Chairman |
CEO Cordys BV
Director Virtual Ventures BV
Member of the Board of Directors AbaXX GmbH
Member of the Board of Directors of Patni Computer Systems Ltd.
|
Anke van den Boog
Secretary
|
nvt |
Pieter Klaas Jonker
Treasurer and supervisory member
|
Director Accounting Office
Drs. P.K. Jonker B.V. |
Peter Willeme
(Supervisory) board member |
Authorized agent at Deloitte Fiscal Advisors B.V.
|
Veronika Uhl
Board member |
Director Himmelblau Marketing Project Management
|
New board members are nominated by the board for a four-year term, and may be re-appointed ad infinitum. As scheduled, Anke van den Boog-Meissner and Veronika Uhl stepped down in 2006. They put themselves up for reelection and were reelected following general voting.
The resignation schedule is now as follows:
- Per March 2007: Piet Jonker
- Per March 2008: Peter Willeme
- Per March 2009: Loek van den Boog
- Per March 2010: Anke van den Boog – Meissner, Veronika Uhl
Board and daily management
A differentiation is made between the board and the daily management, which consists of three persons in charge of day-to-day operations. The supervisory function lies with the other two board members, who are not part of the daily management. One of these two members is the treasurer, who has no executive tasks, as these are the responsibility of the Chief Financial Officer who is part of the executive organisation. The treasurer and the other supervisory board member are in close contact with the CFO and the external accountant as part of supervisory tasks.
Regulations
While the intentions were present, no regulations were drafted for the board this year in which the authorities of board and daily management are defined. In 2007 this point will once again be tabled within the framework of documentation and record-keeping.
Authorizations
The board determines the policy to be followed and defines the budget. Two board members are jointly authorized to commit the foundation. Deviations from the budget are discussed by the board as soon as they become apparent. At the end of each year, the board reports on their work in the annual report, and defines the annual account. The annual account is checked by an external accountant.
Reimbursement
All members of the board are unsalaried. Of the members of the daily management, Veronika Uhl (via Himmelblau) received remuneration of € 43,549 for works performed for the Net4kids Organisation (listed under ‘General costs Net4kids Organisation’). With the heaviest portfolio within the organisation, Veronika spends practically all her working hours on Net4kids, and only receives limited payment against a discounted amount. Essentially, just like general manager Juul Coumans, she is active as a ‘volunteer’ too for Net4kids Organisation a large part of the time. Net4kids Organisation provides all services and aid to the Net4kids Aid Foundation required for execution of its tasks (see chapter 12 for the annual account of the Net4kids Organisation). None of the other board members received remuneration, neither from the Net4kids Aid Foundation, nor the Net4kids Organisation or the Net4kids Continuity Fund.
Evaluation
There is no formal (self) evaluation of the board other than within the context of discussing achieved results relative to the goals set. The functioning of the various board members individually is generally only discussed at times of (re-)nomination.
Two members of the board are married, namely Anke and Loek van den Boog, the joint founders of Net4kids. While this is in violation of guideline 5.5 sub f of the ‘Code Goed Bestuur voor Goede Doelen’ (a code to ensure proper management for charitable organisations), the board considers this situation to be acceptable at this time, particularly as they do not form a majority within the board.
Guidelines:
In June 2005, the Wijffels Commission presented its advice regarding guidelines for charity management, a ‘Code Goed Bestuur voor Goede Doelen’. The board of the Net4kids Aid Foundation aims to fulfil the requirements set insofar as they are feasible for a smaller organisation. Within the framework of guideline 5.3 of the regulations, the board discussed the necessity for separate (in name) management for each foundation. The decision was made to make the first step by appointing a titular director for Net4kids Organisation, and in the next meeting (January 2007) to decide on whether or not to define titular management positions for the Net4kids Aid Foundation and Net4kids Continuity Fund.
Where possible, we seek to comply with the guidelines of the ‘Code Goed Bestuur voor Goede Doelen’ set out. We currently insufficiently address (often only in part, or not formally) a number of guidelines. These are:
- Volunteer policy (Wijffels 3.2.4)
- Guidelines for structure and procedures for financial reporting and internal controls (Wijffels 3.2.5.a)
- Guidelines for financial and legal actions (Wijffels 3.2.5.a)
- Regulations regarding boards and supervision (Wijffels 5.2.d)
- (Self) evaluation of board and daily management or management (Wijffels 5.4.l)
- Regulations regarding conflicts of interest (Wijffels 5.5.g)
- Policy on stakeholder communications (Wijffels 6.2.a)
- Policy on meeting project requirements
- Policy on operating costs
- Policy on own capital (function and scope)
With the exception of the above, all regulations have been met, in part thanks to the new organisational structure, but mostly intrinsically, thanks to the transparent model at the heart of the Net4kids concept. We would like to quote Mr Wijffels in this context: “Transparency is an intrinsic part of the Net4kids model… this offers an implicit quality guarantee.”
Guidelines from the CBF are not followed by Net4kids, as the starting points of that organisation do not match those of the Net4kids model, with the 100% guarantee (all donated funds are given to the project of choice) being the key difference which makes joining the CBF undesirable.
|