The Board of Directors (the “Board”) of Public Broadcasting of Colorado, Inc., a Colorado corporation, also known as Colorado Public Radio (“CPR”), has adopted these Governance Guidelines as a framework to provide effective governance over the affairs of CPR for the benefit of its constituents.
1. Board Composition, Terms
(a) Composition. The Board will consist of between 11 and 21 members, but the Board intends to maintain a membership in the upper portion of that range. Candidates for nomination to the Board will be identified by the Nominating Committee and recommended to the Board for election. Criteria for selection of Board nominees are set forth below and may be modified or supplemented by the Board from time to time, and shall be reviewed annually by the Board to assure that the size and composition of the Board reflects the policies and needs of CPR and the diversity of CPR’s constituencies. The Board shall establish a separate policy statement concerning diversity
(b) Term. No director shall be elected for more than three consecutive terms (excluding partial terms) of three years. Normally a director who has served three terms will be expected to be retired from the Board for at least one year before being re-elected.
2. Roles of Board and Management
(a) General. CPR is managed by its President and staff under the general direction of the Board with the goal that the people of Colorado and other selected audiences are informed, educated, enriched and entertained by the services of CPR. In fulfilling those goals, the Board establishes measures of organizational performance that senior management implements, and for which it is accountable. The Board, President and staff are expected to exercise their business judgment in what they reasonably believe to be the best interests of CPR. In discharging that obligation, directors may rely on the honesty and integrity of CPR’s President and staff and its outside advisors and auditors.
(b) Communication Between Staff and Directors. The Board will have access to senior management and other employees of CPR as necessary for the Board to become and remain informed about CPR’s operations and strategies and for any other purpose relevant to the fulfillment of the Board’s responsibilities; however, communications between staff and individual Board members, even when well intended, may have a disruptive effect on the respective roles of Board and staff. Accordingly, the following guidelines will be observed:
- (i) The Board understands that staff and the Board will work cooperatively in implementing Board approved policies. Normally, Board directives that require implementation by the staff will be communicated to staff by the President – not individual Board members. Requests by Board members for assistance or information from staff should be directed through the Chair of the Board or the President.
- (ii) Individual Board members should not respond to any staff communication that is appropriately a matter for response by the Chair of the Board, the Board as a whole, a committee of the Board or the President. Communication by staff to Board members that may require a Board response should be referred, as appropriate, to the Chair of the Board, the Chair of the Finance and Audit Committee or another officer of the Board.
- (iii) Board members who volunteer in operational capacities are subject to the direct supervision of the President or responsible staff member. In working with staff in a volunteer capacity, Board members should remember that their actions or conversations may carry the imprimatur of their position as a director, even when not intended, and should act accordingly.
3. Director Qualification
The Board and the Nominating Committee should consider Board composition in light of Board-approved diversity policies and Guiding Principles in selecting nominees and should also determine that each candidate for nomination to the Board possesses the following qualifications, among others that the Board or committee may establish:
- the highest level of personal and professional ethics, integrity, and values;
- expertise that is beneficial to CPR and complementary to the background and expertise of the other members of the Board;
- a willingness and ability to devote the time necessary to carry out the duties and responsibilities of Board membership;
- willingness to make a personally meaningful financial contribution to CPR and to assist staff and Board members in fundraising from others as may be appropriate;
- a desire to ensure that CPR’s operations and financial reporting are effected in a transparent manner and in compliance with applicable laws, rules, and regulations; and
- dedication to the representation of the best interests of CPR and a passion for its mission.
4. Change in Status or Responsibilities
If a director has a substantial change in professional responsibilities, occupation or business association he or she shall notify the Nominating Committee and discuss with the Nominating Committee whether he or she should offer his or her resignation from the Board under the circumstances. The Nominating Committee will evaluate the facts and circumstances and make a recommendation to the Board as to whether to accept any resignation offered to the Board or request that the director continue to serve on the Board.
5. Director Responsibilities
The Board has developed the following specific expectations of directors.
(a) Commitment and Attendance. The board will meet approximately six times each year. Directors should make every effort to attend, whether in person or telephonically, meetings of the Board and meetings of Board committees on which they serve. At a minimum, each director should attend not less than 75 percent of Board meetings and applicable committee meetings. Directors who fail to meet these expectations should discuss with the chair of the Nominating Committee whether they should resign from the Board. Directors should also endeavor to attend CPR functions to which they are invited such as CPR performances and receptions.
(b) Participation in Meeting. Each director should be sufficiently familiar with the business of CPR and its subsidiaries to facilitate active and effective participation in the deliberations of the Board and of each committee on which such director serves. Directors are expected to review all materials provided at or in advance of meetings of the Board and its committees.
(c) Committee Service. Each director should serve on at least one Board Committee after the first anniversary of their election to the Board.
(d) Assist in Development Activities. Each director shall make a reasonable commitment of time and effort to work with other Board members and staff to assist in fundraising.
(e) Ethics and Conflicts of Interest. CPR has adopted a Code of Conduct and Ethics. Directors are expected to be familiar with and to adhere to that Code. Directors should recuse themselves from any discussion or decision by the Board or a Board committee that involves or affects their personal, business, or professional interests and annually complete a questionnaire that confirms that they do not have any conflict of interest with CPR. An independent committee of the Board designated by the Board will resolve any conflict of interest issue involving a director or the President or any other executive officer of CPR.
(f) Confidentiality. Each director should maintain the confidentiality of confidential information received in connection with his or her service as a director, both during his or her term in office and thereafter.
6. Retention of Advisors
The Board and committees of the Board may engage the services of independent consultants or advisors, at CPR’s expense, when the Board or committee determines that is necessary, appropriate or advisable to fulfilling their duties.
7. Orientation of New Directors
The Board or the Nominating Committee shall develop and oversee an orientation program for new members of the Board. The orientation program should provide new directors with comprehensive information about CPR, its business, performance, policies and procedures and the responsibilities and expectations of members of the Board.
8. Management Succession Planning
The Board will develop and annually review a plan for selecting a successor to the President, both short term to deal with emergency succession and as part of long-term planning. The succession plan should include an assessment of the experience, performance, and skills of possible successors and a process for selecting a successor if that becomes necessary.
Each year, the Board will conduct a self-evaluation to determine whether it and its committees are functioning effectively. In connection with the annual self-evaluation, the Executive Committee will be responsible for seeking from each director his or her evaluation of the performance of the Board and the committees on which the director serves. The Board and committees will review the results of these evaluations.
10. Executive Sessions
Subject to applicable open meeting requirements, directors will meet periodically without management present. These executive sessions will normally occur in conjunction with regularly scheduled Board meetings and at such other times as the Board may consider to be necessary or appropriate.
11. Annual Reviews
Directors will meet annually with CPR’s independent auditing firm to review the CPR audited financial statements and management letter. It shall also review annually a report and recommendation of CPR’s Community Advisory Board.
The Board believes that the policies and procedures described in these Governance Guidelines should remain flexible to facilitate the Board’s ability to respond to changing circumstances and conditions in fulfilling its responsibilities to CPR. Accordingly, the Board reserves the right to amend these Governance Guidelines or grant waivers of its provisions.
APPROVED by the Board November 16, 2007