Policy 51 — Governance and Board Charter

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PHIG Policy Framework v1.2 · Policy 51 · Adopted 1 September 2026 · References: ASF Policy 36; Civil Code of Georgia (non-entrepreneurial legal entities); EU and US donor capacity assessments (organisational governance); UN HACT/PCA criteria

1. Purpose and scope

This charter defines how the Public Health Institute of Georgia is governed: the Board’s composition, duties, meetings and committees, and the relationship between the Board and the Director, so that governance is independent, competent and documented. Applies to the Board, the Director, staff, consultants, volunteers, experts, partners and suppliers of PHIG and all platforms of its network.

2. Policy

  1. The Board is the supreme governing body under the statutes; it has between five and eleven members, serving renewable three-year terms, with at least 40% of each sex and at least one third independent of PHIG’s management, staff and commercial relationships.
  2. The Board appoints and evaluates the Director (where the Chair is also the executive head, the Board designates a lead independent member to chair discussions of the Chair’s performance and remuneration), approves strategy, budget, accounts, this framework, major contracts and partnerships, and the auditor.
  3. Board members act in the interest of PHIG, declare interests, attend meetings, keep confidentiality, and receive no remuneration for Board service (expenses reimbursed).
  4. The Board meets at least four times a year, with a quorum of a majority; decisions by majority, recorded in minutes signed by the Chair and circulated within 14 days; written and online decisions are permitted.
  5. Committees: Finance and Audit (chaired by an independent member; oversees accounts, audit, risk, controls), Integrity and Ethics (Integrity Officer, Safeguarding Lead, Gender Focal Point; oversees complaints, investigations, policies), and such scientific or editorial committees as the platforms require.
  6. Annual self-evaluation of the Board; induction for new members; skills matrix reviewed at each appointment.
  7. The Board publishes its membership, the statutes, the annual report and summary accounts.

3. Procedures

  1. Annual calendar; standing agenda (finance, risk, integrity, programmes, policies); minute book; register of decisions.

Responsibilities

Board; Chair; Director as secretary to the Board unless another is appointed.

Review

Every three years.


Part of the PHIG Policy Framework. Breaches and concerns may be reported under the Whistleblowing Procedure to info@accreditation.ge (subject “Confidential — integrity”).

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