Clinics For All Zambia: Board Members Invitation


CLINICS FOR ALL (Clinics4All) is a Local medical, non – political, non – governmental, non-profit organization with the following set of core values:

Our goals:

To reduce maternal and child morbidity and mortality by:

– Providing access to basic health care for medically under-served women and children; and

– Filling infrastructure and programming shortfalls in the public health system.

– To create a sustainable solution by building expertise and accountability at the local level through a partnership with national Ministries of Health and local non-governmental organizations (NGOs).

– To engage the Zambia community in establishing sustainable maternal, neo-natal and child health technology programs that will lower the burden of disease and ensure effective use of resources; and to engage the public and private business and scientific communities in identifying and adopting innovative technologies that will have a significant impact on improving maternal and child health in developing countries.

Where We Work Clinics4All works towards improving access to primary healthcare for vulnerable populations in medically-undeserved or infrastructure-poor environments in developing countries globally. We partner with local and Zambia organizations committed to the sustainable provision of quality care focused on maternal, newborn, and child health and coordinate a complete health ecosystem to ensure effective and sustained healthcare delivery.

Clinics4All Zambia now invites members of the general public with passion in offering a quality of health care package (Primary Health Care) to underprivileged individuals and communities in rural Zambia.

As volunteer leaders, Board members will play an important role in the success of an organization. The Board will have significant legal and ethical responsibilities to the membership, staff, and the wider profession. Strong and knowledgeable Directors can help an organization maintain credibility, provide important access to the community, and serve as effective advocates of the general populace. The Board of Directors of Clinics4All Zambia (CLINICS4ALL) will work to provide quality health of care in underserved rural communities and to support the growth and development of professional research in health care administration in Zambia

Members of the general public from the following disciplines are encouraged to apply and be part of a dynamic group in offering a whole package of quality of health care. The disciplines are:

– Public Health

– Community Welfare (Social Welfare)

– Legal

– Civil Society Organizations

– Church

– Education

– Corporate/Business Organizations

– Financial Institutions

– Traditional Leadership

– Donor Community

1.     MANDATE

The board of directors (the “Board”) of Clinics4All Zambia (the “Organization”) is elected by the Organization’s shareholders to supervise the business and affairs of the Organization. The primary responsibility of the Board is to formulate and implement policy directives, grant proposal development and fundraising activities for the organization, foster the long term success of the Organization and to maximize shareholder value and participation in a manner that recognizes the interests of other stakeholders including the Organization’s clients and employees.

2.     COMPOSITION AND BOARD ORGANIZATION

2.1 The Board will be comprised of a minimum number of 8 directors and a maximum number 10 of directors as specified in the articles of the Organization.

2.2 Nominees for directors may be recommended by any distinguished member of the general public and will be considered and approved by the Board as a whole and will be elected annually by the shareholders of the Organization. Between annual meetings, the Board may appoint additional directors to serve until the next annual meeting.

2.3 The directors will be elected by the shareholders of the Organization at every annual meeting for a term expiring at the next annual meeting.

2.4 A majority of the directors comprising the Board must be “independent” directors. “Independence” is defined by securities regulations as “having no direct or indirect material relationship with the issuer.”

2.5 There is no retirement age for directors.

2.6 The Board will appoint its chair (the “Chair”) from among its members. The Chair should generally be an independent director. In the event that the Chair is also a member of management of the Organization, the Board will also elect a “lead director” from among the independent directors to chair the Board at all meetings where management members are absent. The Chair’s responsibilities are outlined in terms of reference approved by the Board.

3. MEETINGS

3.1 The Board will meet at least four times a year. Special meetings may be called by the Chair, the President and Chief Executive Officer of the Organization (the “CEO”) or any two directors as required.

3.2 The quorum for a meeting of the Board is a (6) majority of members in attendance.

3.3 The Chair, in consultation with the CEO, will set the agenda for each Board meeting, which will be circulated to members of the Board. Each Board member is free to suggest agenda items to be discussed during the meeting.

3.4 Directors will receive agenda materials prior to the meetings in order for the directors to have a reasonable time to review the materials prior to the meeting. The materials will assist the Board members to understand and evaluate the matters to be discussed in the agenda.

3.5 Persons who are not board members may attend Board meetings or parts of meetings at the invitation of the Chair and with the agreement of the Board.

3.6 Members may attend meetings of the Board by teleconference, video conference, or by similar communication equipment by means of which all persons participating in the meeting can communicate with each other.

3.7 At the end of each quarterly Board meeting, the independent directors shall meet without members of management present.

3.8 Minutes of the Board meetings will be accurately recorded, with such minutes recording the decisions reached by the Board. Minutes of each meeting will be distributed to members of the Board, the CEO and the Chief Financial Officer of the Organization (the “CFO”).

 4. RESPONSIBILITIES OF THE BOARD AND ITS MEMBERS

4.1 The Board is required by law to manage or supervise the management of the business and affairs of the Organization by way of policy direction

In discharging this duty, with the assistance of committees established by the Board from time to time, the Board will:

STRATEGIC PLANNING AND MAJOR TRANSACTIONS

(a) Oversee the strategic planning process within the Organization;

(b) Review the overall corporate strategy presented by management and monitor its implementation;

(c) Approve the entering into, or withdrawing from, lines of business or activities that are or likely to be material the Organization;

(d) Approve any acquisition, disposition or expenditure in excess of $500,000;

(e) Approve any grant agreement or guarantee for an amount in excess of $500,000; Policies and Procedures

(f) Monitor compliance with all significant policies and procedures by which the Organization is operated, including the Organization’s Code of Business Conduct;

(g) Review significant new corporate policies or material amendments to existing policies;

BUSINESS AND RISK MANAGEMENT

(h) identify, with management, the principal risks of the Organization’s business and review, approve and monitor the implementation of appropriate systems to manage and reduce those risks; Oversight of Management

i) appoint the CEO and monitor the CEO’s performance, approve the CEO’s compensation and outline the CEO’s responsibilities and duties;

(j) Review the CEO’s performance at least annually against agreed upon objectives;

(k) Establish a succession plan for the CEO and other executive officers of the Organization, including programs to train and develop management;

(l) Approve decisions related to executive officers, including the:

(i)  Appointment and discharge of senior executive officers;

(ii)  Compensation and benefits for the senior executive officers; and

(iii)  The CEO’s acceptance of public service commitments or outside directorships (other than not for profit organizations);

(m) Satisfy itself as to the integrity of the CEO and other executive officers and that the CEO and other executive officers create a culture of integrity throughout the Organization;

(n) Provide a source of advice to the CEO and senior management on critical issues and matters faced by the Organization;

CORPORATE GOVERNANCE

(o) Develop the Organization’s approach to corporate governance, including a set of corporate governance principles and guidelines for the Organization;

FINANCIAL AND CORPORATE ISSUES

(p) Oversee the quality and integrity of the Organization’s accounting and financial reporting systems, disclosure and internal controls and management information systems;

(q) Monitor operational and financial results;

(r) Fundraising for the organization and approve annual and quarterly financial statements;

(s) Declare dividends if any at such times and in such amounts as they consider advisable;

(t) Recommend for shareholder approval any changes to the Organization’s share structure;

(u) Approve financings including the issue and repurchase of shares, issuing of debt securities, listing of shares, and other securities;

(v) Review response strategies to any possible takeover bid in order to maximize shareholder value;

CORPORATE AND COMPLIANCE REPORTING

(w) Ensure that the Organization has in place effective communications processes with shareholders and other stakeholders;

(x) Approving the annual report and annual information form of the Organization and any prospectuses that may be issued;

(y) Ensure the financial results are reported fairly and in accordance with generally accepted accounting principles;

(z) Ensure timely reporting of any developments that have a material impact on the value of Organization and/or its securities;

(a) report annually to the shareholders on the Board’s corporate governance practices in accordance with applicable regulatory guidelines;

AFFAIRS OF THE BOARD

(b) assess on a regular basis:

(i)  The effectiveness of the Board, its committees and directors in fulfilling their responsibilities;

(ii) The competencies and skills of the individual directors and a Board as a whole in relation to the Organization’s operations and strategic plan; and

(iii) This charter and the charters of all Board committees; and

(c) Ensure that new directors are provided with adequate education and orientation as to their role and responsibilities.

4.2 AS A MEMBER OF THE BOARD, EACH DIRECTOR WILL:

(a) Act honestly and in good faith with a view to the best interests of the Organization

(b) Exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances;

(c) Demonstrate high ethical standards and integrity in their personal and professional dealings;

(d) Disclose any material interest in a proposed contract or transaction that is material to the Organization;

(e) Be an available resource to management and the Board;

(f) Maintain confidentiality;

(g) Advise the CEO and/or Chair when introducing significant and/or previously unknown information or material at a Board meeting;

(h) Identify potential conflict areas and ensure they are appropriately identified and reviewed; and

(In) assist in maximization of shareholder value.

4.3 To enhance the effectiveness of the Board and committee meetings, each director will:

(a) Maintain an excellent Board and committee attendance record;

(b) Prepare for Board and committee meetings by reading the agenda and background materials prepared for each meeting prior to the meeting;

(c) Participate fully and frankly in Board deliberations and discussions;

(d) Participate as required on Board committees and become knowledgeable about the role and objectives of each Board committee;

(e) Participate in director orientation and development programs developed by the Organization from time to time;

(F) Become generally knowledgeable of the Organization’s business and industry;

(G) Maintain an understanding of the regulatory, legislative, and business, environments within which the Organization operates;

(h) Establish an effective, independent and respected presence and a collegial relationship with other directors;

(i) Remain knowledgeable about the Organization’s facilities and visit them when appropriate; and

(j) Respect that the CEO is the chief spokesperson for the Organization and individual directors are only involved with external communications at the request of, and/or approval of and in coordination with, the CEO.

5. COMMITTEES

5.1 Certain of the Board’s responsibilities may be delegated to Board committees. The composition, responsibilities and authority of those committees will be set forth in their charters and terms of reference as approved by the Board from time to time. Currently the Board has approved one committees being the Audit Committee.

6. COMPENSATION

6.1 The Board as a group will consider and establish from time to time the compensation and benefits for non-management directors.

6.2 The Board will review the compensation of its members based on the responsibilities and risks involved in being a director of the Organization, industry standards, and ensure that compensation is align with the best interests of the Organization.

7. COMMUNICATION WITH THE BOARD

7.1 Shareholders and other stakeholders may communicate with the Board and individual members by contacting the head office of the Organization.

8. ACCESS TO INDEPENDENT ADVISORS

8.1 The Board will have the resources and authority appropriate to discharge its duties and responsibilities. The Board may at any time retain outside financial, legal or other advisors at the expense of the Organization without approval of management.

Any director may, subject to the approval of the Chair, retain an outside advisor at the expense of the Organization.

How to apply Please submit a CV and a covering letter by 18th February 2019, stating why you wish to be considered for the role. Your covering letter should show how you meet each of the relevant requirements in the person specification. Prospective board members who best meet our requirements will be invited to speak to some of our existing interim board members on 21st February 2019.

Any Interested members of the public with passion for health Care may submit their Resume to the email address stated below for consideration by the 18th February 2019 before close of business.

The Procurement Committee

Clinics4all Zambia

Plot No. 100/655, Off Lake Road.

P. O Box 320320

Lusaka

Email Address[email protected]

To apply for this job email your details to [email protected]


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