ITF

CORPORATE GOVERNANCE The ITF strives for best practice in the areas of transparency and public communication; democratic processes; checks and balances; solidarity; accountability; inclusiveness and follows the rule of the law assuring that corruption does not take place. The ITF will hold staff, volunteers, National Associations, Regional Associations and the organisation to consistent moral and ethical standards to assure their character, ability, strength and truth. We have aligned the corporate structure to ensure the highest levels of integrity for the management of the ITF's affairs and continuously review the structure and arrangements as best practice evolves. The Board of Directors appoints members of committees and commissions to advise and make recommendations to the Board on specific matters of the ITF. Such committees and commissions may include appropriately qualified persons other than members of the Board of Directors. Communications The ITF communicates with member nations in a number of ways such as the ITF website, National Association portal, direct mail, publications such as our weekly e-newsletter and ITFWorld and through affiliated Regional Associations. Member nations are entitled to attend the AGM, in accordance with the provisions of the ITF Constitution, where the Board expects their participation and informs them of the ITF's key strategies including the business plan. The President, elected every four years by the member nations at the Annual General Meeting (AGM), is also Chairman of the Board and Chief Executive of ITF Licensing (UK) Ltd. Fifteen directors (including the President) are elected every four years by the member nations at the AGM. The ITF Constitution clearly sets out the rules of election to ensure a geographical representation on the Board. However, election to the Board is personal and no director shall be accountable to the National Association or Regional Association from whom he or she is drawn. In addition to the fifteen elected directors, there are two athlete representative directors appointed by the elected directors every four years at a Board meeting. The Board of Directors, with regular meetings throughout each year, is responsible for the overall management of the company including its strategic direction. A general meeting of the council takes place each year, referred to as the AGM. The Board of Directors reports annually to the AGM. Council, Committees and Commissions The ITF recognises the importance of maintaining a purposeful relationship with its National Associations and affiliated Regional Associations. The constitution has been augmented in areas of governance including term limits being placed on the President and on directors and the inclusion of athlete representatives on the Board. Directors Accountability and Audit The Board of Directors is responsible for the ITF's system of internal control and for reviewing its effectiveness. Such systems are designed to reduce the risk of failure to achieve business objectives and by their nature can provide only reasonable and not absolute assurance against material misstatement or loss. The processes used by the Board to review the effectiveness of internal control include the Finance and Audit Committee, whose members are non-executive members of the Board or independent representatives. This committee meets a minimum of twice a year, has written terms of reference and reports to the Board. This committee reviews the approach adopted by the company's business plan as well as the scope of the work of the external auditors from whom it receives a report presenting the results of their audit and any material control weaknesses identified. The committee discusses the actions to be taken in areas of control with the relevant executives. 6

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