Board Structure and Governance, Recruitment and Training of Directors

I. HGI Board Structure and Governance

1. The HGI is governed by a Board comprising non-salaried Directors who are registered as Directors of the company Human Givens Institute Ltd with Companies House. The Memorandum and Articles of Association for the company indicate that Board members should also be members of the Institute. There must be a minimum of five Directors but no maximum is set.

2. The Board holds meetings every two months via Zoom and an AGM once a year. No decisions may be made by a meeting of the Directors unless a quorum is present at the time of the decision.

To reach a quorum, there must be 50 per cent of the total number of Directors present or the meeting must be reconvened.

Directors are expected to proactively engage in all aspects of Board discussion and decision making. It is expected that Board Directors will contribute their expertise by leading on special projects or specific tasks as required, and by supporting specialist committees or liaising with external bodies. The progress of all projects and discussions will be reported back to the Board at each meeting.

3. The Chair and Secretary roles are rotated among the Board members, with each Director taking responsibility for the role for one meeting each. The Directors select the next nominee for these roles at the end of each meeting.

The Board appoints a treasurer lead, who is responsible for leading the Finance and Audit Sub-Committee, which reports to the Board at least twice a year and presents the Annual Directors Report and Accounts to the Board for approval. The Board as a whole oversees collectively that duties associated with the office of Treasurer are carried out.

The Director acting as Chair will preside over all meetings, decide upon questions of order and represent HGI in an official capacity until the next Board meeting when the role is passed to their successor.

The Director acting as Secretary to the Board shall be responsible for liaising with sub committees, keeping all minutes, conducting all correspondence and preparing all reports for the meeting that they are responsible for.

4. The HGI has special committees and sub groups aimed at supporting and developing the work of the HGI. Some groups, for example the RPSC and CGG, will report to and update the Board at every meeting. As and when required, the Board will invite members of the HGI to attend Board meetings to facilitate discussion or update on any areas of development. Any committee or special interest group can request inclusion of an item on the Board agenda by contacting Chair Support at [email protected]

5. The RPSC operates independently of the HGI Board and reports to the Board on all matters relating to member registration, therapeutic standards, professional development, complaints and appeals and associated procedures. All RPSC committee members are appointed on a renewable five-year term. The committee comprises two co-chairs and a complaints manager who supports them. There is a wider panel of members who may be called upon. Extended tenure can be granted with the agreement of the Board as a whole.

Further information relating to the RPSC, can be found here.

6. HGI Directors are appointed for three years, with an opportunity for re-appointment for a further three years. Extended tenure may be granted if ratified by the Board as a whole.

7. Details of proposed appointments and re-appointments to the Board will be circulated to HGI members prior to each AGM via the website and the HGI Members Bulletin. If no objections are raised via email prior to the AGM the appointments/re-appointments will be confirmed at the AGM.

II. Recruitment of HGI Directors

1. A formal and transparent procedure for the appointment of new directors to the Board will be employed at all times. Upcoming vacancies will be announced via the website and the HGI Members Bulletin. A recruitment sub-committee of at least two Board members will manage any necessary recruitment, including screening of CVs and initial interviews, and will present the HGI Board with a short-list of suitable candidates. The decision to appoint a new Director will be made by the existing members of the Board and confirmed at the following HGI AGM.

2. Individuals wishing to become actively involved in the leadership and governance of the Institute should make contact with the Board via the email address [email protected] and declare their interest. This may be done prior to any vacancy arising. A member of the Board will respond and engage in an informal discussion about the role.

HGI members can refer to the HGI news bulletins and website for details of upcoming or current vacancies. All Board vacancies are advertised and interested parties may be nominated by peers or by direct application to the Board. Candidates will be selected and appointments made, on merit, against objective criteria and with due regard for the benefits of diversity within the Board.

3. As a wide range of skills and experience is required to govern the Institute effectively, a broad mix of knowledge and expertise among Board Directors is essential. We seek to represent and reflect the population of our membership.

4. The Board of Directors will maintain an annual succession plan highlighting current and future vacancies/re-appointments to ensure that an adequate number of Board Directors is maintained at all times. All appointments and re-appointments undertaken during any given year will be published in the HGI Annual Report. The tenure of each current Board Director will be recorded on the HGI website here.

5. All appointments to the HGI Board are on a pro-bono basis, no financial reward or benefit in kind may be gained from such an appointment.

6. Every Director or potential Director of the Board must be able to fulfil all legal and statutory requirements required by Companies House in the UK. Failure to comply with these requirements will result in immediate dismissal from the Board.

III. Training and Development of Directors

1. On appointment to the HGI Board, all new directors will be given the support of the Directors as a whole, as well as comprehensive information outlining the responsibilities of the Board and the projects and work currently being undertaken. This will include Codes of Conduct, Terms of Reference, Organisation Charts and information about the Institute to enable the appointee to assimilate quickly into the processes and activities of the Board.

2. Under the guidance of the Chair, the HGI Board continuously seeks to assess and evaluate its own performance and that of its special committees and individual directors. While the process is informal, it is constructive and ongoing and intended to ensure that each member of the Board is able to fulfil their role both as a Director and participant in any sub-committees.

3. HGI Board members are expected to take personal responsibility for their own continuing development. Individuals are encouraged to evaluate their own performance, including participation and contribution at Board meetings, involvement with sub-committees and any other duties.

4. Where required and appropriate, Directors may receive specialist training to enhance the efficacy of their work for HGI. It is expected that all specialist groups and committees of the HGI will collaborate with the Board to enhance the development of the HGI and its work.