ITF

8 The ITF strives for best prac ce in the areas of transparency and public communica on; democra c processes; checks and balances; solidarity; accountability; inclusiveness and follows the rule of the law assuring that corrup on does not take place. The ITF will hold staff, volunteers, Na onal Associa ons, Regional Associa ons and the organisa on 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 con nuously review the structure and arrangements as best prac ce evolves. The Cons tu on has been augmented in areas of governance including term limits being placed on the President and on directors and the inclusion of athlete representa ves on the Board. Directors The President, elected every four years by the member na ons at the Annual General Mee ng (AGM), is also Chairman of the Board. Fi een directors (including the President) are elected every four years by the member na ons at the AGM. The ITF Cons tu on clearly sets out the rules of elec on to ensure a geographical representa on on the Board. However, elec on to the Board is personal and no director shall be accountable to the Na onal Associa on or Regional Associa on from which he or she is drawn. In addi on to the elected directors, there are two athlete representa ve directors appointed by the elected directors every four years at a Board mee ng. The Board of Directors, with regular mee ngs throughout each year, is responsible for the overall management of the company including its strategic direc on. Council, Commi ees and Commissions A general mee ng of the council takes place each year, referred to as the AGM. The Board of Directors reports annually to the AGM. The Board of Directors appoints members of commi ees and commissions to advise and make recommenda ons to the Board on specific ma ers of the ITF. Such commi ees and commissions may include appropriately qualified persons other than members of the Board of Directors. Communica ons The ITF recognises the importance of maintaining a purposeful rela onship with its Na onal Associa ons and affiliated Regional Associa ons. The ITF communicates with member na ons in a number of ways such as the ITF website, Na onal Associa on portal, direct mail, publica ons such as our weekly e-newsle er and through affiliated Regional Associa ons. Member na ons are en tled to a end the AGM, in accordance with the provisions of the ITF Cons tu on, where the Board expects their par cipa on and informs them of the ITF's key strategies including the business plan. Accountability and Audit The Board of Directors is responsible for the ITF's system of internal control and for reviewing its effec veness. Such systems are designed to reduce the risk of failure to achieve business objec ves 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 effec veness of internal control include the Finance Commi ee and the Audit & Risk Commi ee, whose members are non-execu ve members of the Board or independent representa ves. These commi ees meet a minimum of twice a year, have wri en terms of reference and report formally to the Board. This Finance commi ee reviews the financial planning and performance of the organisa on against business plans and budgets. The Audit & Risk Commi ee reviews the annual Financial Statements and the scope of the work of the external auditors from whom it receives a report presen ng the results of their audit and any material control weaknesses iden fied. The commi ee discusses the ac ons to be taken in areas of control with the relevant execu ves. Remunera on Commi ee The Remunera on Commi ee consists of two non-execu ve members of the Board and one non-Board member. The Remunera on Commi ee recommends the contract of employment of the President which is reviewed and agreed by the Board of Directors and provides the annual performance review of the President to the Board for feedback and approval. The contract of employment of the Chief Execu ve Officer (CEO) is approved by the Remunera on Commi ee. Annually the Remunera on Commi ee reviews the senior leadership team's pay awards and receives remunera on CORPORATE GOVERNANCE Corporate Governance

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