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India Policy Institute, Hyderabad

 

INTERNAL GOVERNANCE

 

BOARD MEMBER DUTIES AND OBLIGATIONS

 

Board members should possess compatible values and share the vision for IPI. They should support the kind of culture we are creating or want to build. They should also be willing and able to spend the time needed to help build IPI.

 

A Board is not a rubber-stamp for anyone. Its purpose is to review, discuss, and even challenge the thinking, plans and recommendations of the Executives of IPI.  Experienced people are needed to help avoid making bad decisions - and to understand the implications of decisions that are made. Board members should ask hard questions about IPI, its culture, plans, and strategy. Common goals and shared vision are important, but checks and balances to decision-making are crucial.

 

A Director is expected to exercise reasonable skill and diligence to a level which could reasonably be expected from a person of the Director's individual knowledge and experience. This is not to say that errors of judgment would not occur, but provided that the errors of judgment are reasonable, a Director will not necessarily be answerable therefore.

 

Due diligence elaborated:

In the performance of their duties, the Directors shall act with the diligence of a prudent person and loyal representative, and in particular, shall have the duty to:

 

a) Inform themselves of activities and processes of IPI.

 

b) Attend the ongoing meetings of the IPI Board and actively participate in the discussions, so that their opinions may effectively contribute to the making of decisions.

 

c) Carry out any specific duty assigned to them by the Board of Directors

 

d) Call for the investigation of any irregularity in IPI management of which they may become aware, and for the supervision of any situation of risk. 

 

 

 

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