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The promise of digital health has not been fully realized and efforts to scale programs and technologies have largely been unsuccessful. The three core barriers to maximizing the potential of digital technologies to improve health outcomes are: lack of coordinated funding aligned to government priorities; lack of support for, and use of, existing open-source technologies (“global goods”) that could be reused or adapted; and lack of regional leadership and capacity.
The following are the Terms of Reference for the Digital Square [[Board]].


Digital Square is a new way to do development. Our approach is to tackle the barriers that prevent digital technologies and systems from scaling. Digital Square's aim is that countries are empowered to develop sustainable national digital infrastructures, supported by coordinated investments, so that governments and decision- makers can access the information they need, when they need it, to ensure better health data and health outcomes for all. In order to achieve this vision, Digital Square will conduct activities to:
==Context==
• Improve coordination of investors.
Digitally enhanced health systems have the ability to empower individuals and communities in unprecedented ways, as well as dramatically increase the quality and efficiency of service delivery. Unfortunately, the promise of digital health has not been fully realized and efforts to scale programs and technologies have largely been unsuccessful. The three core barriers to maximizing the potential of digital technologies to improve health outcomes are lack of coordinated funding aligned to government priorities; lack of support for, and use of, existing open source technologies (global goods) that could be reused or adapted; and lack of regional leadership and capacity.
• Increase alignment and coordination in the digital health community.
• Increase adoption and reuse of digital health global goods.
• Enhance leadership capacity in low- and middle-income countries for managing regional and country
digital health systems.


The following are the Terms of Reference for the Digital Square [[Governing Board]].
==Digital Square==
Digital Square is a new way to do development. Our approach is to tackle the barriers that prevent digital technologies and systems from scaling. Digital Square’s aim is that countries are empowered to develop sustainable national digital infrastructures, supported by coordinated investments so that governments and decision-makers can access the information they need, when they need it, to ensure better health data and health outcomes for all.
In order to achieve this vision, Digital Square will conduct activities to:
* Improve coordination of investors and increase alignment and coordination in the digital health community.
* Increase adoption and reuse of digital health global goods.
* Enhance leadership capacity in low-and middle-income countries for managing regional and country digital health systems.


== Purpose of the Governing Board==
== Purpose of the Board==
The purpose of the Governing Board (the “Board”) is to:
The purpose of the Board is to:
• Make final decisions about Opal investments based on the Opal management team’s
* Champion the vision of Digital Square and recruit individuals and institutions who share this vision.
recommendations.
* Support the Digital Square Management Team in securing resources to actualize the vision and strategy.
• Guide and advise the Opal management team in managing Opal’s work.
* Guide and advise the Digital Square Management Team in managing Digital Square’s work.
• Seek and help secure additional resources for Opal.
* Make final decisions about Digital Square investments based on the Investment Review Committee’s(IRC’s)recommendations including input from the Peer Review Committee (PRC).
2.0. Responsibilities
 
==Responsibilities==
The responsibilities of the Board are to:
The responsibilities of the Board are to:
• Establish and carry out an effective system of governance at the board level.
* Advocate for and promote Digital Square’s work with other global initiatives at regional and national levels, including within their own organizations.
• Advocate and promote Opal’s work with other global initiatives at regional and national levels,
* Provide oversight to the strategic direction of Digital Square, as well as advise on major strategic changes.
including within their own organizations.
* Make decisions about the investments of Digital Square based on recommendations from the IRC.
• Support fundraising by actively prioritizing and lobbying for strategic awards to ensure operational
* Individual Board Members may be called upon for their expertise in specific issues.
viability and strategic growth.
 
• Make decisions about the investments of Opal based on recommendations from the Technical
==Expectations of Board Members==
Advisory Group (TAG) and Opal management team.
In addition to the above responsibilities, Digital Square envisions that the Board Members will engage in the realization of Digital Square’s vision and strategy through the following:
• Provide oversight to the strategic direction of Opal, as well as advise on and approve major strategic changes.
 
• Support Opal in acquiring the necessary resources to accomplish its objectives.
===Engagement===
• Provide oversight of the TAG.
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.
• Individual Board Members may be called upon for their expertise in specific issues.
* 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 making financial and in-kind contributions, forming partnerships on events and awareness-raising efforts, and ensuring that Digital Square’s work, including global goods, is on global agendas for the next era in digital health and development.  
3.0. Expectations of Board Members
* 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.
In addition to the above responsibilities, Opal envisions that the Board Members will engage in the realization of Opal’s strategy through the following two venues:
 
• Ambassadors of Opal: Alignment within the donor and digital health communities—as well as key
===Attendance===
leaders in non-health sectors—is crucial to the success of Opal. 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 Opal. This can include financial and in-kind contributions, partnerships on events and awareness-raising efforts, and ensuring that Opal’s work, including the global goods, is on global agendas for the next era in digital health and development.
Members are required to attend all web-conference and in-person meetings of the Board. Attendance will be kept with the meeting minutes.
• Fundraising: Board Members have a responsibility to ensure that Opal stays on its financial trajectory. Board Members should support the financial sustainability of Opal by proactively engaging in fundraising efforts and using connections with their various networks to garner additional financial support for Opal.
 
4.0. Benefits of Board membership
===Act in good faith===
By virtue of the Board’s leadership role in shaping the future of digital health, Opal Board Members will benefit from:
Subject to their respective roles, Members will act in good faith in the best interests of Digital Square.  
• A voice in identifying and prioritizing Opal’s global strategic investment.
 
• A vote in Board investment decisions.
===Conflict of interest===
• Access to a new network of thought leaders in digital health. 5.0. Composition
All Members will abide by Digital Square's Conflict of Interest and Recusal Policy.
The Board is the governing body of Opal and is dedicated to advancing the mission, goals, and priorities of Opal. The Board will consist of 13 Members plus a non-voting Chair. Seats will be filled by both individuals and organizations. Organizations will assign one Representative and may assign one Alternate to each seat. In the event that a Board Member (or Representative) is unable to fulfill his/her role, a new Board Member will be selected as a replacement. Although the final composition of the Board will be based on the quality and diversity of potential Members, it is planned to comprise:
 
• Three to four investing donor representatives.
===Fulfillment of obligations===
• Three to four implementing organizations.
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.
• Three to four technical experts from the digital health product development field.
 
• One to two globally recognized leaders who are considered to have a key role in contributing to the
===Resignation===
longer-term vision for Opal.
A Member may resign at any time by giving notice in writing to the Chair and the Executive Director.
 
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.
==Benefits of Board membership==
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.
By virtue of the Board’s leadership role in shaping the future of digital health, Digital Square Board Members will benefit from:
6.0. Meetings
* A voice in guiding Digital Square’s strategy and execution.
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.
* A vote in Board investment decisions on global goods.
7.0. Term
* Access to a new network of thought leaders in digital health.
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.
 
8.0. Chair
==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 experts from the digital health product development field.
* Civil society.
* Private sector.
* United Nationsrepresentation.
* 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.
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.
==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 who are willing to fulfill the expectations of membership on the Board
==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. PATH’s role as the Board Chair allows for greater facilitation of the business of the Board and ensures essential linkages for the Board to PATH’s official accountability to Digital Square investors for ensuring the success of their investments and the work of Digital Square.
The Chair will:
The Chair will:
• Convene and preside over each Board meeting, including approving the agenda and decision points
* Convene and preside over each Board meeting, including approving the agenda and decision points that Board Members will make.
that Board members make.
* Foster and guide consensus-based decision-making by the Board.  
• 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 review notifications on breaches of conflict of interest.  
• Provide due diligence on the Board membership, including ensuring that the overall composition of
* Serve as one of the principal spokespersons for Digital Square, along with Digital Square’s Executive Director.
the Board remains balanced and effective and that Members remain appropriately engaged and are
* Provide guidance to the Executive Director of Digital Square on an as-needed basis, including guidance on bringing issues to the attention of the Board for input or decision.
reviewing notifications on breaches of conflict of interest.
 
• Serve as one of the principal spokespersons for Opal, along with Opal’s Director.
==Term==
• Provide guidance to the Director of Opal on an as-needed basis, including guidance on bringing
Board membership term will be three years. Member terms may be renewed by the Chair and Executive Director.
issues to the attention of the Board for input or decision.
 
9.0. Voting
==Meetings==
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
There will be between two and four Board meetings each year. Meetings will be virtual (Zoom) 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 annual Board meetings, five days of engagement are anticipated—these are a mix of reading days, learning sessions, and pre-Board meetings. Adhoc calls and/or meetings may also be called by the Chair, if necessary, to discuss specific issues. Commitments will increase for those participating on subcommittees, per the terms specified in the subcommittee TOR.
majority of present members. Board Members may vote by proxy via their Alternate. For votes on investments, the Opal management team will compile recommendations from Opal’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.
 
10.0. Committees
==Voting==
Board committees will be established as required and if approved by a majority of the Board members. The Opal management team will be responsible for coordinating such committees and providing reports on committee activities back to the Board.
Quorum will be two-thirds of the Board. All Board Members, except for the non-voting Chair, have one vote, and all votes are weighted equally. Decisions not reached through consensus will be made with a majority of present Members. For votes on investments, the IRC will propose funding recommendations to the Board.
11.0. 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.
==Subcommittees==
12.0. Contact
Board subcommittees will be established as required. Each subcommittee requires a non-Chair Board Member sponsor that, along with the Digital Square Management Team, is responsible for coordinating such committees and providing reports on committee activities back to the Board. The Board will approve the terms of reference for subcommittees. Subcommittees will compriseofBoard Members and delegates. Delegates will be approved by a majority Board Member vote.
Lesley-Anne Long Director, Opal, PATH llong@path.org
 
Governing Board Membership Policy
===The Investment Review Committee===
1.0. Purpose
In the April 2019 meeting, the Digital Square Board determined a need for a separate committee for application review and recommendations. The determination was made due to the technical nature of many of the applications and recognition that a specialized subcommittee with a digital health technical background and skill set is needed for informed approval of applications. This committee would be named the Investment Review Committee (IRC).  
The purpose of this Governing Board Membership Policy (this “Policy”) is to delineate the criteria for membership on the Governing Board (the “Board”) of Opal.
 
2.0. Board composition
The roles and responsibilities for Notice scope review and approval are being transferred from the Board to the IRC. However, the Board will remain engaged. Specifically, the Board will be made aware of all Notice launches, scope of the Notices, and funding available for the Notices. The IRC will (virtually) convene to review the feedback of the PRC and Digital Square and make recommendations for funding to the Board. Digital Square will share the feedback and evaluations from the PRC and IRC, along with any investor feedback regarding the applicants (if applicable), to the Board prior to final Board approval of funding allocations. The Board will review the recommendations and vote during the Board meeting (virtual or in-person).
The Board will consist of 13 Members plus a nonvoting Chair. Seats will be filled by both individuals and organizations. Organizations will assign one Representative and may assign one Alternate to each seat. In the event that a Board Member (or Representative) is unable to fulfill his/her role, a new Board Member will be selected as a replacement.1 Although the final composition of the Board will be based on the quality and diversity of potential Members, the Board is planned to comprise:
 
• Three to four investing donor representatives.
==Contact==
• Three to four implementing organizations.
digitalsquare@path.org
• Three to four technical experts from the digital health product development field.
• One to two globally recognized leaders who are considered to have a key role in contributing to the
longer-term vision for Opal.
PATH will act as Chair of the Board. Each Member will be allotted one vote, other than the Chair, whose role is ex officio and does not include voting rights, except in the instance of a tie.
3.0. Member selection criteria
3.1. Commitment—Availability and commitment to contribute time, including, at minimum, attendance at three Board meetings a year (two phone, with option to attend in person, and one in person), three reading days a year, and ad hoc meetings and virtual communication as needed.
3.2. Influence—Recognized leadership in digital health or related field with the understanding and knowledge required to shape the overall strategic direction for Opal.
3.3. Personal commitment—In-depth understanding of and personal commitment to Opal’s goals. 3.4. Expertise—In-depth knowledge of health, health systems, digital technologies, digital health,
international health and development, and/or development financing issues.
3.5. Willingness to advocate—Ability and enthusiasm to act as an ambassador and advocate for Opal and to represent Opal at the highest levels, including proactively engaging in fundraising efforts and using connections to garner additional financial support for Opal.
1 To be selected by Board, Chair, and Director.
3.6. Leadership—Experience serving in partnerships and on governing bodies with an ability and capacity to network effectively and broadly. Strong leadership and management skills and a facilitative and consultative approach.
3.7. Judgment—High-level judgment in complex situations and acute analytical skills.
3.8. Conflict of interest—Ability and willingness to abide by Opal’s Conflict of Interest and Recusal
Policy.
4.0. Member selection process
4.1. List of candidates—The Opal management team, with guidance from the Director, existing Board Members, Chair, and other stakeholders, will prepare a list of individuals who meet the eligibility criteria for Board membership.
4.2. Selection—The existing Board Members, Director, and Chair will recruit Board Members who are willing to fulfill the expectations of membership on the Board.
5.0. Membership
5.1. Designation of seats—The Board’s 13 seats will be filled by the following stakeholders: implementing organizations, donor agencies and foundations, technical experts from digital health product development, and individuals. Members may serve in one of three capacities: as an individual, as a Representative of their organization, or in a dual capacity—as individuals and as representatives of their organization. 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.
5.2. Member Organizations—For seats filled by organizations, the organization will be responsible for appointing an individual to serve as its Representative on the Board, as well as an Alternate. The Representative must have the capacity and authority to represent the Member Organization in discussions and decision-making. Each Member Organization may change its Representative at its own discretion; however, the Member Organization is required to notify the Board Chair at least four weeks in advance.
5.3. Individual Members—If a Member is an individual, he/she may appoint a proxy, approved by the Chair and the Director. Individual Members should complete terms of two years, but if they must leave the Board, they are required to notify the Board Chair at least four weeks in advance.
5.4. Individual Member affiliation—Individual Members are chosen for their individual expertise and leadership qualities and for their ability to represent the interests of stakeholders. For this reason, should an Individual Member change organizational affiliation or shift positions or portfolios within their 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.
6.0. Terms
6.1. Length of term—The Member term is two years in duration (or the project end, whichever is earlier). This term is eligible for renewal one time for one year, for a total of up to three years of service per Member.
6.2. Renewal of term—Member terms are renewed by reelection by a majority current Board Members. 7.0. Member expectations
7.1. Responsibilities—All Members must commit to acting as the critical point of connection between Opal 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 Opal and to represent Opal at the highest levels.
7.2. Attendance—Members are required to attend all web-conference and in-person meetings of the Board. Attendance will be kept with the meeting minutes.
7.3. Alternates—Board Members may send their Alternate to participate in their absence. If neither the Member nor the Alternate is available, a proxy may participate, with three days’ prior written notice and approval from the Chair.
7.4. Act in good faith—Subject to their respective roles, Members will act in good faith in the best interests of Opal.
7.5. Conflict of interest—All Members will abide by Opal’s Conflict of Interest and Recusal Policy.
7.6. 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.
7.7. Resignation—A Member may resign at any time by giving notice in writing to the Chair and the Director at least four weeks in advance. If the resignee is an Organizational Member, his/her Alternate should fill the seat and the organization should appoint another Alternate. In the case of Individual Members, an individual will be nominated by the Chair, in consultation with and taking into account recommendation from the Board, to replace the resignee. An individual who is appointed midterm serves the remainder of the resignee’s term and is eligible to serve one additional two-year term.
8.0. Contact
Lesley-Anne Long Director, Opal, PATH llong@path.org
Governing Board Conflict of Interest and Recusal Policy
1.0. Purpose
1.1. Conflicts of interest—of varying degrees of significance or nature—may arise in the conduct of Opal’s operations. A conflict of interest in and of itself is not wrong and may not be unethical, but those involved in decision-making processes on behalf of Opal must take appropriate action to ensure disclosure of any actual, perceived, or potential conflicts of interest. As a result, Opal will be able to properly manage conflicts of interest and thus mitigate the operational and reputational risks inherent in such conflicts.
1.2. The purpose of this Conflict of Interest and Recusal Policy (this “Policy”) is therefore to protect the integrity and reputation of Opal’s decision-making processes, particularly in regard to the allocation and disbursement of resources, by establishing procedures to identify, evaluate, and address any actual, perceived, or potential conflicts that may arise. As a basic principle, such conflicts must be resolved in favor of Opal. Those involved in decision-making processes on behalf of Opal will be expected to abide by the provisions of this Policy.
2.0. Definitions
2.1. Board Member(s)—Any member of the Governing Board (the “Board”) (including alternate Board Members).
2.2. Family member(s)—A Board Member’s grandparents, parents/guardians, spouse/domestic partner, siblings, children/dependents, and/or grandchildren.
2.3. Conflict of interest—A situation where a Board Member has an actual, perceived, or potential organizational or financial/personal interest, as defined below, that may:
• Affect the conduct of his/her duties and responsibilities with respect to Opal.
• Create the perception that the Board Member is using his/her position in Opal for organizational or
personal financial gain at the expense of Opal.
2.4. Organizational interest—An organizational interest arises when a Board Member is an officer, director, trustee, partner, or (negotiating to become) an employee of an entity that may benefit financially from a decision on which he/she would vote.
2.5. Financial/personal interest—A Board Member has a financial/personal interest when he/she or any family member may benefit financially or in any other significant way from a transaction or other financial arrangement between the initiative and an entity with which the Board Member has:
• An ownership or investment interest.
• A senior leadership or board member position (whether paid or unpaid).
• A direct or indirect compensation arrangement, including through a business, investment, or family
member, or in the form of substantial gifts or favors.
• A potential in securing any of the above.
3.0. Conflict of interest established
Members of the Board will not use their position of influence to secure any financial gain for themselves, their family members, or the organizations with which they are affiliated. There are several possibilities for determining whether an actual, perceived, or potential conflict exists:
• A Board Member discloses that he/she has an actual, perceived, or potential conflict.
• The Chair determines an actual, perceived, or potential conflict exists.
• The Board determines an actual, perceived, or potential conflict exists.
• The Peer Review Committee determines an actual, perceived, or potential conflict exists.
4.0. Categories of interest
Interests can generally be categorized according to the following types:
• Direct: A direct interest in any Board decision, policy, or contract may be established when a Board
Member directly benefits from such decision, policy, or contract through an organizational or
personal/financial interest.
• Indirect: An indirect interest in any Board decision, policy, or contract may be established when a
Board Member indirectly benefits from such decision, policy, or contract through an organizational or financial/personal interest.
5.0. Duty to disclose
5.1. A Board Member must disclose organizational and/or financial/personal interests and the nature of such interest when he/she becomes aware that a conflict exists, could be perceived to exist, or is likely to occur. Such risks should be disclosed in writing to the Chair and Director upon joining the Board (for preexisting conflicts), within one week of the Board Member being notified of the conflict of interest or before the next Board meeting, whichever comes first.
6.0. Recusal
6.1. Though Board Members bring their experience and affiliations to bear for the benefit of Opal, they should also recognize their fiduciary responsibility to put the interests of Opal before other interests when taking decisions on behalf of Opal. Concurrently, when discharging their duties, Board Members who represent organizations are not required to make decisions that conflict with the constitution, regulations, rules, and policies of the organization providing that Member to the Board. Therefore, participation in and disclosure of any actual, perceived, or potential conflict of interest relevant to a Board decision should be guided by the provisions of this Policy, with any such conflict identified and declared.
6.2. During the course of a Board meeting, a Board Member with an actual, perceived, or potential conflict of interest shall disclose the conflict to the Chair as soon as possible upon learning of the possible conflict of interest and in no event later than at the beginning of discussion of the pertinent agenda item.
6.3. It shall be the decision of the Chair, in consultation with the Director, to determine the scope and level of a conflicted Board Member’s participation in the discussion and the necessity of recusal from
deliberation, motions, and voting given the type of interest disclosed. The minutes of the meeting shall reflect the conflicted Member’s disclosure and whether the conflicted Member participated in the discussion and/or abstained from voting.
7.0. Failure to disclose
7.1. Should any Board Member have reasonable cause to believe that another Board Member has failed to disclose an actual, perceived, or potential conflict of interest, he/she shall inform the Chair and the Director. The Board Member shall have an opportunity to explain the alleged failure to disclose. The reporting Board Member should have reasonable grounds for suspecting a violation and must do so in good faith. Knowingly reporting false or frivolous information is contrary to this Policy.
7.2. Failure to disclose or disputes over whether a conflict exists may be referred to the Board for resolution. Failure to disclose a personal interest by a Board Member who represents an organization shall be addressed in consultation with the organization providing that Member.
8.0. Contact
Lesley-Anne Long Director, Opal, PATH llong@path.org

Latest revision as of 06:51, 6 August 2021


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

Context

Digitally enhanced health systems have the ability to empower individuals and communities in unprecedented ways, as well as dramatically increase the quality and efficiency of service delivery. Unfortunately, the promise of digital health has not been fully realized and efforts to scale programs and technologies have largely been unsuccessful. The three core barriers to maximizing the potential of digital technologies to improve health outcomes are lack of coordinated funding aligned to government priorities; lack of support for, and use of, existing open source technologies (global goods) that could be reused or adapted; and lack of regional leadership and capacity.

Digital Square

Digital Square is a new way to do development. Our approach is to tackle the barriers that prevent digital technologies and systems from scaling. Digital Square’s aim is that countries are empowered to develop sustainable national digital infrastructures, supported by coordinated investments so that governments and decision-makers can access the information they need, when they need it, to ensure better health data and health outcomes for all. In order to achieve this vision, Digital Square will conduct activities to:

  • Improve coordination of investors and increase alignment and coordination in the digital health community.
  • Increase adoption and reuse of digital health global goods.
  • Enhance leadership capacity in low-and middle-income countries for managing regional and country digital health systems.

Purpose of the 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 and strategy.
  • 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 Committee’s(IRC’s)recommendations including input from the Peer Review Committee (PRC).

Responsibilities

The responsibilities of the Board are to:

  • Advocate for 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 IRC.
  • 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 vision and 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 making financial and in-kind contributions, forming partnerships on events and awareness-raising efforts, and ensuring that Digital Square’s work, including 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 on global goods.
  • 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 experts from the digital health product development field.
  • Civil society.
  • Private sector.
  • United Nationsrepresentation.
  • 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.

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 who are willing to fulfill the expectations of membership on the Board

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. PATH’s role as the Board Chair allows for greater facilitation of the business of the Board and ensures essential linkages for the Board to PATH’s official accountability to Digital Square investors for ensuring the success of their investments and the work of Digital Square.

The Chair will:

  • Convene and preside over each Board meeting, including approving the agenda and decision points that Board Members will 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 review notifications on breaches of conflict of interest.
  • Serve as one of the principal spokespersons for Digital Square, along with Digital Square’s Executive Director.
  • Provide guidance to the Executive Director of Digital Square on an as-needed basis, including guidance on bringing issues to the attention of the Board for input or decision.

Term

Board membership term will be three years. Member terms may be renewed by the Chair and Executive Director.

Meetings

There will be between two and four Board meetings each year. Meetings will be virtual (Zoom) 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 annual Board meetings, five days of engagement are anticipated—these are a mix of reading days, learning sessions, and pre-Board meetings. Adhoc calls and/or meetings may also be called by the Chair, if necessary, to discuss specific issues. Commitments will increase for those participating on subcommittees, per the terms specified in the subcommittee TOR.

Voting

Quorum will be two-thirds of the Board. All Board Members, except for the non-voting Chair, have one vote, and all votes are weighted equally. Decisions not reached through consensus will be made with a majority of present Members. For votes on investments, the IRC will propose funding recommendations to the Board.

Subcommittees

Board subcommittees will be established as required. Each subcommittee requires a non-Chair Board Member sponsor that, along with the Digital Square Management Team, is responsible for coordinating such committees and providing reports on committee activities back to the Board. The Board will approve the terms of reference for subcommittees. Subcommittees will compriseofBoard Members and delegates. Delegates will be approved by a majority Board Member vote.

The Investment Review Committee

In the April 2019 meeting, the Digital Square Board determined a need for a separate committee for application review and recommendations. The determination was made due to the technical nature of many of the applications and recognition that a specialized subcommittee with a digital health technical background and skill set is needed for informed approval of applications. This committee would be named the Investment Review Committee (IRC).

The roles and responsibilities for Notice scope review and approval are being transferred from the Board to the IRC. However, the Board will remain engaged. Specifically, the Board will be made aware of all Notice launches, scope of the Notices, and funding available for the Notices. The IRC will (virtually) convene to review the feedback of the PRC and Digital Square and make recommendations for funding to the Board. Digital Square will share the feedback and evaluations from the PRC and IRC, along with any investor feedback regarding the applicants (if applicable), to the Board prior to final Board approval of funding allocations. The Board will review the recommendations and vote during the Board meeting (virtual or in-person).

Contact

digitalsquare@path.org

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