ITF

40 CORPORATE GOVERNANCE CORPORATE GOVERNANCE The ITF Board of Directors is committed to high standards of corporate governance in its management of the affairs of the ITF and continuously reviews its arrangements as best practice evolves. Directors 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 the ITF Group. Thirteen Directors are elected every two years by the Member Nations at the AGM. From the 2015 AGM onwards Directors terms will be extended from two years to four years. 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 Member Nation or Regional Association from whom he or she is drawn. The Board of Directors, with regular meetings throughout each year, is responsible for the overall management of the company including its strategic direction. Council, Committees and Commissions A general meeting 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 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 recognises the importance of maintaining a purposeful relationship with its Member Nations and affiliated Regional Associations. The ITF communicates with Member Nations in a number of ways such as the ITF website, National Association portal, direct mail, publications such as This Week and ITF World 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. 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 mis-statement or loss. The processes used by the Board to review the effectiveness of internal control include the Finance & Audit Committee, whose members are all non-executive members of the Board. 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. Remuneration Committee The Remuneration Committee consists of the President, a non-executive member of the Board and one non-executive non-Board member. The contract of employment of the President is established and agreed by the Board of Directors. The Board delegates the annual review of the President's contract to the Remuneration Committee, excluding the President. The contract of employment of the Executive Vice President is established and agreed by the Board of Directors and the Board delegates to the Remuneration Committee the annual review of the Executive Vice President's contract. Recommendations are made by the Remuneration Committee to the Board on salary levels and bonuses to ensure consistency with market rates, local conditions and business objectives. The remaining Directors receive no remuneration for their services, but are reimbursed for expenses incurred in carrying out their duties.

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