Board of directors

Except for those reserved specifically for APC council, all powers and activities of APC are exercised and managed by the board of directors (either directly or, if delegated, under the ultimate direction of the board). Some of the rights and responsibilities of the board are conferred by APC’s bylaws, others by APC’s internal policies and procedures.

Roles and responsibilities

Specific responsibilities of the board, as stated in APC’s bylaws, include:

• Reviewing and approving any compensation packages (including all benefits) of the executive director and the finance manager
• Reviewing APC’s salary policy
• Furnishing annual financial reports to all of the directors and members of APC in accordance with article X, section 3 of the bylaws, and within 120 days of the end of the fiscal year on 31 December
• Obtaining financial audits for all tax years during which APC receives or accrues gross revenue of USD two million or more, and making audited financial statements available for inspection by the attorney general and the general public within nine months after the close of the fiscal year to which the statements relate and for three years thereafter.

The board works with staff to produce APC’s action plan and oversees and monitors implementation. The executive director manages and directs APC’s operations, contributes to strategy and vision, and provides leadership and oversight to ensure the effective implementation of APC programmes and management systems.

Board committees

The board may create any number of board committees, each consisting of two or more directors (and only directors), to serve at the pleasure of the board. Appointments to any board committee shall be by a majority vote of the directors in office. Board committees may be given all the authority held by the board except for those powers outlined in article VI, section 1 of the bylaws.

Meetings and actions of board committees are governed by the provisions of article V of the bylaws, which concern meetings and actions of the board. Essentially, that which applies to board meetings and actions also applies to meetings and actions of board committees. Minutes of all board committee meetings are kept and filed with APC’s corporate records.

Advisory committees

The board may establish one or more advisory committees to the board. Advisory committees differ from board committees in that the board may appoint both directors and/or non directors to advisory committees. Moreover, advisory committees may not exercise the authority of the board to make decisions on behalf of APC, but are restricted to making recommendations to the board or board committees, and implementing decisions and policies under their supervision and control.

Subject to the authority of the board, advisory committees may determine their own meeting rules and whether meeting minutes shall be kept.

A key advisory committee within APC is the membership working group (MWG), which aims to actively build APC membership with the participation of current member organisations. Roles and responsibilities of the MWG include:

• Reviewing new applications for membership
• Reviewing membership policies and procedures
• Identifying potential new members
• Making recommendations regarding membership terminations.

Audit committees

For any tax year in which APC has gross revenues of USD two million or more, an audit committee, which may include both directors and/or non-directors, must be appointed by the board in accordance with article VI, section 3 of the bylaws. Depending on how they are composed and appointed, audit committees may be treated as either board committees or as advisory committees.

It is the responsibility of the audit committee to:

• Recommend to the board the retention and, when appropriate, termination of an independent certified public accountant to serve as auditor
• Negotiate the compensation of the auditor on behalf of the board
• Confer with the auditor to satisfy the audit committee members that APC’s financial affairs are in order
• Review and determine whether to accept the audit
• Approve the performance of any non-audit serves provided to APC by the auditor’s firm.

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