This document describes and explains the roles and responsibilities of ActSEA’s governing bodies which are legally required by our registration in Indonesia, Cambodia and Singapore.

These roles and responsibilities should be reflected in each countries’ constitutions and by-laws.

As of April 2019, ActSEA is registered in Indonesia as a Yayasan (Foundation) and in Singapore as a Company Limited by Guarantee (CLG). The Singapore-based CLG also covers activities in Cambodia. It is intended that ActSEA will eventually obtain charitable status in Singapore, and will set up a local non-government organisation (NGO) in Cambodia.

With ActSEA comprising three independent local entities in the three countries, each with their own governing body, but yet wanting to act as one coherent organisation, it is necessary to clearly define the roles and responsibilities of these governing bodies, especially in relation to the Core Team which was set up to plan and implement ActSEA’s strategy.

In general, the main role of each component of ActSEA is as follows:

• The governing bodies of each local entity are responsible for ensuring governance and accountability, particularly in relation to legal and fiscal oversight. This recognises that governing bodies, who by law typically comprise volunteers, are best placed to provide checks and balances, because their position is not tied to expectations of remuneration.

• The Core Team is responsible for determining and managing the implementation of the vision, mission, values, and strategy. This recognises that the Core Team largely comprise staff who have an intimate understanding of the needs and capacities of ActSEA and the communities we directly serve.
• Team members, from full-time staff to ad-hoc volunteers, generally carry out the day-to-day operations of ActSEA.

However, where the regulatory government authority legally requires the governing body to take on a responsibility that ActSEA has designated as a Core Team responsibility, a Core Team member shall be assigned to the governing body to fulfil that responsibility.

Roles and responsibilities

Regardless of the legal requirements of the governing body in their respective countries, the main role of the governing body is to ensure governance and accountability.

Provide fiscal and legal oversight

• Reviewing and approving budgets; 
• Processing claims made by Core Team members; 
• Monitoring the finances;
• Ensuring that the necessary policies and procedures are put in place to comply with regulations and best practices;
• Approving contracts above a certain value, and so on.

Ensure that activities are in line with ActSEA’s vision, mission, and values, and maintain accountability to all stakeholders

• Review and provide feedback on ActSEA’s vision, mission, values, goals, strategy and performance
• Review and approve/reject strategic decisions, outside of the agreed annual strategy
• Review and approve/reject requests for budgets outside of the agreed annual strategy
• Provide feedback on the selection of Core Team

Individual country's role and responsibilities

Expectations

Governing bodies are solely responsible for their self-management and effectiveness, such as recruiting and training members, running meetings, and so on. 

To ensure accountability, there should be collective control and the views of all are respected

• The appointment and removal of members shall be made by consensus of all members (except the member being removed in the case of removal), with feedback solicited from the Core Team prior to making the decision.
• There should be a maximum limit of four consecutive years for Board members holding the Treasurer position (or equivalent appointment like a Finance Committee Chairman or person on the Board responsible for overseeing the finances of the charity). Re-appointment to the Treasurer position (or equivalent) can be considered after a lapse of at least two years.
• The quorum for a meeting should be at least half of the governing body.
• If a member has a conflict of interest in a matter to be discussed at a meeting, the member shall disclose the nature of their interest before the discussion, withdraw from the discussion, and not participate in making the decision.
• The Board should review any real, potential or perceived conflicts of interest (internal/external) declared to the Board by Board members, staff or volunteer members, and approve/disapprove and/or set boundaries for participation in said matters, if necessary. If there's a conflict, steps should be taken for the conflict to be avoided.

Expectations of individual members

• Promote the values of ActSEA as members of the governing body are generally viewed as spokespeople of the organisation.
• Volunteer with, participate in or observe ActSEA’s activities for at least one day a month, outside of board duties. This is to enable members develop and maintain a good understanding of ActSEA.
• Keep informed on trends in the nonprofit sector and in the WASH sector, globally and in the country. This is to enable members to provide the Core Team with constructive feedback on ActSEA’s vision, mission, values, goals, strategy and performance.
• Perform their duties without remuneration as this is considered a best practice, and is sometimes a legal requirement, in order to maintain the integrity of the governing body.

Composition of the governing body

• Reflect the experience, skills and knowledge required for the governing body to perform their role, where experience includes the lived experiences of the communities that ActSEA serves.
• Only have members from or based in the country, as this reflects the autonomy of each country team to run their own activities,

• Comprise at least one Core Team member, to ensure that the perspectives of the Core Team are represented.