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Finance Committee Charter

Purpose

The Finance Committee (the “Committee”) provides recommendations to the ORCID Board of DIrectors (the “Board”) on budgeting and financial planning, financial reporting, insurance and investments. The entire Board has fiduciary responsibilities for the organization and remains accountable for protecting the organization’s financial wellbeing. 

Type of Committee

The Finance Committee is a Standing Advisory Committee of the Board. As such, it provides guidance or recommendations to the Board on specific issues or endeavors, as set forth in this Charter or as otherwise specifically requested by the Board. It does not have delegated authority to make decisions on behalf of the Board.

Reporting 

The Committee reports directly to the Board, providing a summary report of its discussions, including dissenting opinions, and recommendations as it deems appropriate. The Committee will keep minutes of its meetings and report to the Board, at the next Board meeting, on actions and decisions taken.

Roles and Responsibilities of the Committee

The Committee is guided by ORCID’s organizational values of openness and transparency and the principle that prudent financial management is necessary to ensure the sustainability of the organization and its ability to fulfill its mission. The Committee has a standing responsibility to advise the Board on protecting the organization’s long-term financial well-being and will develop an annual work plan for review by the Board.

Budgeting and Financial Planning. 

  • Review the annual budget and periodic re-forecasts prepared by staff prior to presentation to the Board; and 
  • Model the impact of new business models, loans, or major program expenditures, for review by the Board. 

Financial Reporting. 

  • Work with staff to develop useful and readable formats for presentation of financial reports to the Board and Executive Committee.

Insurance. 

  • Review the organization’s insurance coverage to ensure that its assets and people are appropriately protected and make recommendations to the Board for any changes.

Investments. 

  • Develop and recommend for Board approval investment policies and objectives for the investment portfolio, which shall be consistent with any investment policy statement adopted by the Board; 
  • Make recommendations to the Board regarding the management of the investment portfolio;
  • Recommend to the Board the retention or dismissal of outside professionals such as custodian banks, investment managers, and investment advisors;
  • Monitor and evaluate the performance of all service providers by regular review of reports provided to the Committee and by meetings with the service providers;
  • Monitor whether assets are being prudently and effectively managed and recommend to the Board changes if they are not;
  • Receive and review reports from staff, investment advisors, and investment managers regarding the status of assets within the investment portfolio; 
  • Meet periodically to evaluate whether any investment policy statement adopted by the Board, the investment activities, and the risk management controls and process related to investments continue to effectively contribute to meeting the goals and objectives set for the investment portfolio; and
  • Undertake any other activities set forth in any investment policy statement (or amendments thereto), adopted by the Board.

Resources

The Committee is supported by one or more ORCID staff liaisons selected by the Executive Director, who are responsible for scheduling meetings, developing meeting agendas and Board summary reports with the Committee Chair, creating and distributing meeting materials, and taking meeting minutes but who do not serve as voting members of the Committee.

The Committee may, should it so wish, consult with independent financial experts on special topics from time to time.

The Committee’s objectives and its scope and duration should be re-evaluated by the Board on an annual basis.

Appointment, Role and Responsibilities of the Chair

  • The Treasurer shall serve as Chair of the Finance Committee.
  • The Committee Chair is responsible for identifying and proposing external Committee members to the Board Chair for approval by the full Board.
  • The Committee Chair serves as the principal conduit between the Committee and the Board, works with the staff liaison to schedule and set an agenda for each Committee meeting, and prepare and distribute handouts and reports to Committee members in advance of each meeting.

Committee Member Selection and Composition 

As a Standing Advisory Committee of the Board, the Director and non-Director members of the Committee are appointed by the majority of the entire Board, and the Board reviews committee membership and charter annually.

  • The Committee shall consist of at minimum of five persons, at least three of whom are Board Directors, one of whom is the Treasurer. 
  • There shall be at least one member of the Committee who is also members of the ORCID Membership & Fees Committee.
  • No member of the Finance Committee shall concurrently be a member of the Audit & Risk Committee or a paid employee of the Corporation.
  • The Board shall endeavor to fill any vacancies as soon as practical, but the Committee may continue to act while there are vacancies.
  • The Committee must include members with appropriate financial experience and knowledge of the non-profit sector.
  • All members of the Committee may vote in Committee decisions.
  • Committee members shall not receive any consulting, advisory, or other compensatory fees from the Corporation and each member shall be free from any relationship that would interfere with the member’s independent judgment.
  • All Committee members are appointed each year for a one-year term.
  • Committee members serve at the pleasure of the Board and may be removed by vote of the Board.  Any member who is and then ceases to be a Director during their term of service on the Committee may not continue to serve on the Committee unless approved by the Board (subject to the Committee composition requirements in the first bullet).
  • All Committee members will be required to sign ORCID’s Conflict of Interest policy.

Meetings and Quorum

The Finance Committee meets as needed to fulfill its responsibilities. 

Notice of meetings shall be given by the Committee Chair to all Committee members. Meetings may be conducted in person, by phone, or by video conference. A quorum shall consist of the majority of Committee members, and a vote of the majority of members shall be required to approve a matter. Alternatively, a matter may be approved by unanimous written consent of the members without a meeting.

Committee members are responsible for reviewing materials and making substantive contributions to the work of the group.

Committee History

Approved by ORCID ’s Board of Directors on 17 September 2019 and amended on 23 February 2021 and 12 October 2023.  

Committee Membership 

2023: Clare Appavoo (Chair), Gregory Gordon, Janet Remmington

2022: Daniel Hook (Chair), Clare Appavoo, Lisa Janicke Hinchliffe, Lori Schultz, and external members Andrew Preston, Fedor Zeyer

2021: Daniel Hook (Chair), Clare Appavoo, Lisa Janicke Hinchliffe, Robert Kiley Andrew Preston, Fedor Zeyer

2020: Daniel Hook (Chair), Andrew Preston, Robert Kiley, and external members Fedor Zeyer, Sarah Marr

2019: Daniel Hook (Chair)