Annual Report and Financial Statements - VSO

Structure, governance,management andrisk managementInternational Board membersEach member of the International Board brings a wealth of experienceand expertise to their role as trustee of VSO.Mari Simonen, ChairChair, Remuneration CommitteeChair, Nominations CommitteeSir Andrew Cubie KBE CBE FRSE, ViceChairChair, UK BoardOur structureOur governanceFormer Deputy Executive Director, United NationsPopulation Fund (UNFPA), New York, USAConsultant, Edinburgh, UKVoluntary Service Overseas (VSO) is a company limitedby guarantee, registered in England and Wales. It isregistered as a charity in England and Wales and as aScottish cross-border charity. VSO’s activities in Scotlandare the same as those carried out in England and Wales,and VSO is, as required by the Office of the ScottishCharity Regulator, reporting on its Scottish activities asan integral part of this report.VSO has three wholly owned subsidiaries: VSO TradingLimited (England and Wales), British Executive ServiceOverseas (England and Wales) (dormant), and BeijingVSO Consulting Company Limited, a Chinese-registered,wholly foreign-owned enterprise. VSO’s governingdocument is its Memorandum and Articlesof Association.International BoardVSO’s governing body is the International Board,currently comprising 10 trustees. They are the legalcorporate directors and members of VSO. Due to theirdiverse international locations, the International Boardmeets three to four times a year in person. However,these formal meetings typically last for at least one fullday, with an additional half-day briefing to ensure thetrustees gain proper insight into VSO’s work. All trusteesserve for an initial period of three years, with a furtherextension of three years. They serve on a voluntarybasis and receive reimbursement for out-of-pocketexpenses only.All trustees are recruited through an open selectionprocess, overseen by the VSO Federation Council. Theybenefit from a comprehensive induction on appointmentand ongoing engagement throughout their term ofoffice, through regular updates from the chief executive,a formal link with a member of the Global LeadershipTeam (GLT), membership of relevant board subcommitteesand participation as expert advisors to adhoc organisational working groups. International Boardperformance is reviewed annually through an externallymoderated 360-degree evaluation process.John Bason, Honorary TreasurerChair, Audit and Risk CommitteeRemuneration CommitteeFinance Director, Associated British Foods Plc,London, UKAnjali SenAudit and Risk CommitteeRegional Director, International PlannedParenthood Federation (IPPF) South AsiaRegion, Delhi, IndiaNthobi AngelAudit and Risk CommitteeChair, KagisoTiso Holdings, Johannesburg,South AfricaTom CarverVice President for Communicationsand Strategy, Carnegie Endowment forInternational Peace, Washington, USAPamela CulpepperRemuneration CommitteeSenior Vice President of Global Diversityand Inclusion, PepsiCo, Chicago, USAMark AstaritaFundraising Director, British Red Cross,London, UKRasheda ChoudhuryExecutive Director, Campaign for PopularEducation (CAMPE), Dhaka, BangladeshWayan VotaCommunications Manager, DevelopmentGateway Inc, Washington, USAThe International Board is responsible for approvingand monitoring implementation of VSO’s long-termstrategy and the achievement of VSO’s annual corporateobjectives and budget, approval of constitutionalchanges, and the appointment of new trusteesand the chief executive.International Board sub-committeesDuring 2012/13, the International Board had four sub-committees, twoof which have independent members (please see page 66 for details):• Audit and Risk:• Nominations:• Remuneration:• UK Board:responsible for assessing the effectivenessof operational and financial risk managementand internal control.responsible for recommending appointmentsto the International Board and its subcommittees.responsible for recommending remunerationfor the GLT.responsible for oversight of volunteerrecruitment, fundraising and developmentawareness in the UK.The InternationalBoard meeting inTanzania, 201234 Annual Report and Financial Statements 2013Annual Report and Financial Statements 2013 35