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Chapter III Organization Structur

CHAPTER III Organization Structure and Responsibilities

i.    General principle
ii.    Composition of the Board of Directors
iii.    Responsibilities of the Board Chairman
iv.    Responsibilities of the Board of Directors
v.    Responsibilities of the Secretariat
vi.    Committees of the Board
vii.    Composition of Board Committees
viii.    Committee recommendations

i.     As a general principle, the GMS-BF will consist of:

a.    Board of Directors, headed by a Chairman.
b.    Committees of the Board of Directors.
c.    Secretariat, headed by a Managing Director.

ii.     Composition of Board of Directors

a.    The Board of Directors, in the first instance, shall be drawn from founding Core Member national organizations, i.e. national chambers of commerce of GMS countries.

b.    The Board of Directors can be expanded to include additional members, with     the general consensus of founding Core Member Directors.

iii.     Responsibilities of the Board Chairman

a.    Encourage Transparency
To encourage a full and transparent discussion among and between Board  members, prior to adopting a decision.

b.    Appoint a temporary alternate
To seek concurrence of Directors to select, from within Directors, a temporary alternate Chairman, should circumstances prevent the Chairman from carrying out designated responsibilities as the Chairman.

c.    Represent the GMS-BF
To speak on behalf of and faithfully represent the general policy direction as well as specific policy positions of the GMS-BF, when and where circumstances warrant.

iv.     Responsibilities of the Board of Directors

a.    Present the position of the national organization represented.

To present and articulate, in a transparent manner, the relevant position of the national organization on behalf of whom they serve as Director, prior to the Board adopting a decision.

b.    Appoint a temporary alternate.

To seek concurrence of Directors to select from the national organization on behalf of which they serve as Director, a temporary alternate Director, should circumstances prevent them from carrying out designated responsibilities as a Director.

c.    Present the positions of the GMS-BF.

To faithfully present the general policy direction as well as specific policy positions of the GMS-BF, when and where circumstances warrant.

v.     Responsibilities of the Secretariat

a.    Implement Board decisions

    To faithfully implement any and all Board decisions, of a general and/or specific nature, with a minimum of delay, including efficient and timely delivery of any and all services to be performed, as so approved by Directors.

b.    Expand GMS-BF network.

To make best efforts to increase and expand the network of the GMS-BF, within the Greater Mekong Subregion and abroad.

c.    Advise the Board/Committees of the Board.

To advise the Board of Directors and its Committees, principally through the Chairman of the Board and the Chairmen of the Committees of the Board unless otherwise specifically and prior agreed by the Chairman of the Board and the Chairmen of the Committees.

d.    Present the positions of the GMS-BF.

To faithfully present the general policy direction as well as specific policy positions of the GMS-BF, when and where circumstances warrant.

e.    Budget preparation and accounting.

To prepare on a rolling basis, at least twice per year, budget estimates (current financial position vs. planned; required for coming fiscal year) and to maintain an accurate and current accounting ledger, per international accounting standards.

vi.     Committees of the Board

a.    Minimum number of Committees

As a general principle, the Board should establish and mandate two Committees of the Board: i) an Internal Review Committee, and ii) a Policy Committee.

b.    Additional Committees

As a general principle, if the Directors so decide, additional Committees can be established with mandates determined by the Directors.

vii.     Composition of Board Committees

a.    General principle

As a general principle, any Committee of the Board shall be chaired by a Director, with other Committee members selected following consultation with the full Board.

viii.     Committee recommendations

a.    General principle

As a general principle, non-binding recommendations of any Committee shall be submitted to the Board for consideration, unless otherwise prior agreed by the Directors.

b.    Directors\' Role

Upon receipt of non-binding recommendations, the Directors shall consider and, if in agreement, approve these recommendations.

c.    The implementation

If Directors approve such recommendations, a specific schedule for implementation shall be discussed and agreed, with minimal delay.

d.    Costing

Per viii, c, above, an estimate of possible cost to be incurred in implementing recommendations shall form an integral part of the process of implementation.

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