Terms of Reference

The following are the Terms of Reference for the Digital Square Board.

Purpose of the Governing Board

The purpose of the Board is to:Champion the vision of Digital Square and recruit individuals and institutions who share this vision.

• Support the Digital Square management team in securing resources to actualize the vision.
• Guide and advise the Digital Square management team in managing Digital Square’s work.
• Make final decisions about Digital Square investments based on the Investment Review Sub-committee’s recommendations.

Responsibilities

The responsibilities of the Board are to:

• Advocate and promote Digital Square’s work with other global initiatives at regional and national levels, including within their own organizations.
• Provide oversight to the strategic direction of Digital Square, as well as advise on major strategic changes.
• Make decisions about the investments of Digital Square based on recommendations from the Investment Review Sub-committee.
• Provide oversight of sub-committees and the Peer Review Committee (PRC).
• Individual Board Members may be called upon for their expertise in specific issues.

Expectations of Board Members

In addition to the above responsibilities, Digital Square envisions that the Board Members will engage in the realization of Digital Square’s strategy through the following:

Engagement

All Members must commit to acting as the critical point of connection between Digital Square and the institution, organization, or sector they represent. Members are charged with bringing the perspectives and concerns of their organization and/or associated stakeholders to bear in Board discussions. They must be willing to act as ambassadors and advocates for Digital Square and to represent Digital Square at the highest levels.

• Ambassadors of Digital Square: Alignment within the donor and digital health communities—as well as key leaders in non-health sectors—is crucial to the success of Digital Square. Board Members should actively advocate with the organizations, networks, and industries of which they are members in order to align with the mission and activities of Digital Square. This can include financial and in-kind contributions, partnerships on events and awareness-raising efforts, and ensuring that Digital Square’s work, including the global goods, is on global agendas for the next era in digital health and development.
• Fundraising: Board Members have a responsibility to ensure that Digital Square stays on its financial trajectory. Board Members should support the financial sustainability of Digital Square by proactively engaging in fundraising efforts and using connections with their various networks to garner additional financial support for Digital Square.

Attendance

Members are required to attend all web-conference and in-person meetings of the Board. Attendance will be kept with the meeting minutes.

Act in good faith

Subject to their respective roles, Members will act in good faith in the best interests of Digital Square.

===Conflict of interest===All Members will abide by Digital Square’s Conflict of Interest and Recusal Policy.

Fulfillment of obligations

A Board Member who does not fulfill his/her responsibilities as described in this Policy or misses two meetings without reasonable explanation will be asked by the Chair to resign. If the Board Member refuses to resign, a vote will be taken on the removal of the Member from the Board.

Resignation

A Member may resign at any time by giving notice in writing to the Chair and the Executive Director.

Benefits of Board membership

By virtue of the Board’s leadership role in shaping the future of digital health, Digital Square Board Members will benefit from:

• A voice in guiding Digital Square’s strategy and execution.
• A vote in Board investment decisions.
• Access to a new network of thought leaders in digital health.

Composition

The Board will consist of a target of 9 Members with a ceiling of 13 Members, plus a non-voting Chair. Members will be chosen both for their individual expertise and leadership qualities and for their ability to represent the interests of stakeholders. For this reason, should a Member change organizational affiliation or shift positions or portfolios within his/her organization, the Board Chair has the right to ask for that Member’s resignation in order to maintain the intended balance of representation on the Board. Although the final composition of the Board will be based on the qualities and diversity of potential members, it is planned to include:

• Philanthropic donors and investors
• Technical expertise from the digital health product development field.
• Civil society
• Private sector
• UN representation
• Independent advisors
• Ministry of Health representation

PATH will act as Chair of the Board. Each Member will be allotted one vote, except for the Chair, whose role is ex officio and does not include voting rights.A Board Member who does not fulfill his/her responsibilities or misses two meetings without reasonable explanation will be asked by the Chair to resign. If the Board Member refuses to resign, a vote will be taken on the removal of the Member from the Board.

Membership

List of Candidates

The Digital Square management team, with guidance from the Executive Director, existing Board Members, Chair, and other stakeholders, will prepare a list of individuals to fill the designation of Board seats.

Selection

The Executive Director will recruit Board Members that are willing to fulfill the expectations of membership on the Board.

Meetings

There will be three Board meetings each year. Following the first formal meeting of the Board, subsequent meetings will be convened every four months. Two meetings will be virtual (phone) with optional in-person attendance. There will be one in-person meeting each year, likely to be in Washington, DC; London; Seattle; or New York. Board Members are expected to participate in all meetings. In addition to the three annual Board meetings, three reading days are anticipated. Ad hoc conference calls and/or meetings may also be called by the Chair of the Board if necessary to discuss specific issues.

Term

Board membership term will be two years, with recruitment taking place over the course of the first year, in order to stagger Board Member elections and to balance this with the need for continuity in leadership. Seats held by organizations may change their individual Representative at midterm at their own discretion; however, the organization is required to notify the Chair of any such change at least four weeks in advance of the next Board meeting.

Chair

PATH will act as Chair of the Board. Each Member will be allotted one vote, except for the Chair, whose role is ex officio and does not include voting rights. The Chair will:

• Convene and preside over each Board meeting, including approving the agenda and decision points that Board members make.
• Foster and guide consensus-based decision-making by the Board.
• Provide due diligence on the Board membership, including ensuring that the overall composition of the Board remains balanced and effective and that Members remain appropriately engaged and are reviewing notifications on breaches of conflict of interest.
• Serve as one of the principal spokespersons for Digital Square, along with Digital Square's Director.
• Provide guidance to the Director of Digital Square on an as-needed basis, including guidance on bringing issues to the attention of the Board for input or decision.

Voting

Quorum will be two-thirds of the Board. All Board Members, except for the nonvoting Chair, have one vote, and all votes are weighted equally. Decisions not reached through consensus will be approved with a majority of present members. Board Members may vote by proxy via their Alternate. For votes on investments, the Digital Square management team will compile recommendations from Digital Square's Peer Review Committee and submit these recommendations to the Board. This investment decision-making process will be vetted and approved by the Board in year 1.

Committees

Board committees will be established as required and if approved by a majority of the Board members. The Digital Square management team will be responsible for coordinating such committees and providing reports on committee activities back to the Board.

Conflict of interest

Regarding potential conflicts of interest, a Conflict of Interest and strong recusal and transparent Recusal Policy is in place to maintain the objectivity of the Board and all of its Members, including the Chair.

Contact

Carl Leitner, Acting Director, Digital Square, PATH cleitner@path.org