____ 1/_1_' I~ 1/ II II - - .
Ref: ifpriltr\rls-8331
TO:
ALL NtEMBERS
ASSOCIATE NtEMBERS
ROGER PLACE
and
BOB SYLVESTER
Dear All
Leslie J. Ford
President - IFPRI
Office G1 Waterloo Centre
Waterloo Road
Widnes
Cheshire WAS OPR
England
Telephone: 0151-420-1850
Fax: 0151-424-1495
15th August 1998
Ref: RLS-8331
ROLES OF VARIOUS MEMBERS REPRESENTATIVES
AND OFFICERS OF IFPRI
As there has been a fairly large change to company representatives over the last year or two, and
you are about to have a change in Presidency, I thought it would be a good idea if everyone had
a copy of the various roles for members representatives, which is a useful guide to the IFPRI
structure.
This listing of roles and responsibilities has been produced in order that all members and their
representatives may maximise their interaction with IFPRI and achieve the best output for their
company from membership.
The definition of the various roles will, it is hoped, help new members to focus on the issues
involved when elections for officers and committee members takes place at the annual meeting.
The definition of the technical roles will assist us to achieve outstanding member company
representation on all technical matters providing these guide-lines are actively followed.
If, therefore, there are any suggestions for changes to the job definitions or additions which you
think would improve our performance, the President and Chairman of the EC and TC will
welcome them.
Yours sincerely
The Registered Agent and Office
CSC United States Corporation Company
1013 Centre Road, Wilmington
n",l"w"rQ 1 QAn<;_1?Q7 II~A
Home address: 2 High View, Helsby, Cheshire WA6 9LP England
Telephone 01928 723886
2
I.F.P.R.I.
THE ROLES OF VARIOUS tvIEtvffiERS REPRESENT ATIVES
AND OFFICERS OF IFPRI
1. MANAGEMENT
Board Representatives (ED) Role Description
To attend the Annual IFPRI meeting in June each year.
The BD representative is a Director of IFPRI nominated by each company and is the
contact point used by the President for discussion of contract renewal, signing of
membership documents, and other IFPRI management issues.
Collectively the members of the BD meet once per year at the Annual Meeting to elect the
officers of IFPRI and the members of the Executive committee (EC) and to approve the
actions of the EC as recorded in the EC minutes.
This activity always takes place as the first forma! meeting of IFPRI in June (the Sunday
preceding the technical session).
The role of the BD representative from IFPRI's point of view beyond the formal activities
above is to assist the technical representative in ensuring a wide dissemination of IFPRI
research around his/her company.
To encourage company management to send appropriate technical representatives to
IFPRI meetings beyond the nominated TAC representative and generally to help IFPRI
maintain a long term relationship with his/her company. Too often the IFPRI membership
is dependant on the single internal champion from a company. When a representative
moves on a natural replacement who knows what IFPRI does and how it operates is not
readily available. This is not good for the Company of IFPRI. Succession planning
benefits all parties.
There is also an important role in ensuring that IFPRI is studying key technologies which
are important to your company. The BD representative shares the responsibility with the
T AC representative for ensuring that IFPRI is informed of your company needs.
To approve the Budget and other management decisions, with leadership from the EC on
the final day of the Annual Meeting.
The Members of the Executive Committee (EC) Seven Members.
Members are annually elected by the BD representatives from their number. The Chairman
and Vice Chairman of the Board are e!ected individually and are by virtue of office
Members of the EC.
Roles
To meet at the Annual Meeting and in December each year to consider all aspects of IFPRI
activity and to act on behalf of the Board of Directors on all matters pertaining to IFPRI
operation and management between Board Meetings.
To set the IFPRl Budget for the forthcoming year.
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To direct the actions of the President and other Officers.
To lead the Board of Directors in managing all aspects of IFPRI.
To ensure that IFPRl conforms to all company requirements e.g., IRS returns, registration,
audit as a not for profit company registered in Delaware, USA.
OFFICERS
The President is the chief executive officer of IFPRl. Appointed annually by the Board.
The office as such carries no remuneration.
the President is contracted to provide all office services to IFPRI and maintain all records
of transaction.
All decisions of IFPRl whether managerial or technical are dealt with and acted on by the
President in accord with the formal resolutions of the BD or the TAC or its committees.
Subject only to the formal decisions above those of the EC and personal direction by the
Chairman of the Board in periods between meetings the President exercises his initiative in
promoting and managing all aspects of IFPRI's organisation, including its financial affairs.
Vision, leadership and high quality management skills are required.
The President is the only Officer who may sign cheques upon his own authority up to a
limit specified by the Board. Above this limit an additional signature is required.
The By-Laws of IFPRI as a Company are maintained by the President and he advises the
Board when changes are required and guides the Board to ensure compliance.
The Chairman of the Board
This is the senior elected officer of the Company.
He/she is by virtue of office in the Chair at all BD and EC meetings. Anyone seeking this
office has to give priority to attending the Annual Meeting and the December EC meeting.
The role requires considerable vision and leadership and an ability to be receptive to all
views and bring forth a consensus.
The Chairman acts on behalf of the BD and EC in all matters between formal meetings and
is responsible for directing the President during these periods.
Close cooperation with the President is essential.
The ability to manage oneself, a large meeting and a complex agenda and achieve clear
decisions are key qualities required by this office.
The Vice Chairman of the Board
The holder is an ex officio member of the EC.
In the event of the Chairman's absence, all the Chairman's responsibilities devolve to the
Vice Chairman.
The qualities required are as those for the Chairman for which the holder of the office
would be the natural replacement.
The Executive Vice President
In the event of death or incapacity of the President this officer would take over the running
of the IFPRI office until such time as the President recovers or a new President is
appointed.
By virtue of the foregoing the holder of this office must reside as near as possible to the
current President's office.
The By-Laws do not require this person to be a member of the EC, only of the Board of
Directors. However, practical considerations dictate that this role must be held by a
member of the EC and anyone elected to this office is always put forward for election to
the EC.
The person appointed must be sufficiently senior in their/her own organisation that
administering IFPRI affairs on a care and maintenance basis is a practical possibility.
The SecretarY/Treasurer
This appointment is made annually.
The holder retains the Company seal and is responsible for applying it to formal Company
documents.
He takes the minutes of the B 0 and EC meetings but has no vote.
He is responsible for certifying that the accounts of IFPRI are correct as presented and
liaising with the Auditors to this effect.
The holder of this office undertakes any contact with IFPRI's Bankers which cannot be
conveniently handled by the President.
Needs to be located geographically near to the IFPRI's Bank, must attend the Annual
Meeting and December EC meeting. It is usually an member of an existing IFPRI
company but is not a company representative.
Other Officers
There are an Assistant Treasurer and an Assistant Secretary.
These appointments are made on the advice of the President and Secretary/Treasurer
respectively, as these officers act solely as counter signatories for cheques. Ideally they
should be professional accountants. They have no other duties.
The officers are appointed annually.
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2. TECHNICAL
Vice President -Industrial and Academic Liaison
This ot11ce is a relatively recent development of IFPRI's management. The principal
objective is to ensure that all Research Associates (RA) especially new grantees are aware
of the terms of their grant and clear on their objectives.
A second important role is to assist the Technica! Committee Chairman and the President
to manage and direct the Technical Programme. Specifically the holder attends and takes
minutes of all Technical Meetings. He responds direct!y to the President.
The VP provides an annual report in time for the Annual Meting which contains a strategy
review, the White Paper (a commentary on al research reports received, reports on his
visits to RA's and any new research proposals). This is compulsory reading for all the
representatives.
Qualities required by the holder of this ot11ce are a wide background knowledge of Particle
Technology, considerable industria! experience in the area and a good understanding of
how IFPRI operates. The holder is likely to be an ex industria! member of IFPRI. He/she
must be a good networker.
Technical Advisorv Committee Representative (T AC)
Each member company appoints a TAC representative.
The T AC representative must attend the Annual Meeting each year to effectively represent
his/her company's interests.
Should circulate IFPRI Technica! Reports to other staff members within his/her company
and devise effective means for ensuring IFPRI research is known, understood and used
within their company (networking) within his/her company.
To obtain feed back from the preceding process and advise IFPRI of key issues which need
to be addressed either within existing programmes or by new programmes. This is a vital
activity if IFPRI is to meet the needs of member companies.
Should endeavour to meet all other company representatives and RA's at the Annual
Meeting (networking at the AGM).
To elect from their numbers the Chairman and Vice Chairman of the T AC who by virtue of
office are members of the Technica! Committee (TC).
To elect all other members of the TC (at the Annua! Meeting).
To respond to questionnaires and other TC activity to ensure that their company's views
are known on all issues.
Collectively the members agree and confirm the research programme with leadership from
the TC.
All the representatives must read VP's Annual Report before the Annual Meeting.
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The Chairman of the TC
Appointed annually from those designated as TAC representatives.
tv'Iust be able to attend the Annual Meeting and be present at the December EC meeting,
and at the March TC meetings.
A major technical leadership role is required with good skills in managing a large meeting
trying to make complex technical decisions. Must have a wide experience of the
technology and be familiar with IFPRI organisation and objectives.
In addition the holder of this office has all the roles of a normal T AC representative.
Close liaison with the President and Vice President Industrial - Academic Liaison IS
required to ensure the efficient execution of the technical programme.
Vice Chairman of the TC
Appointed annually.
Must be able to attend Annual Meetings and the March TC meetings.
Stands in for the Chairman in his/her absence and requires all the attributes of the
Chairman for whom he/she is the natural successor.
TC Representatives
Elected annually by the T AC members from their number.
To assist and advise the TC Chairman such that as a collective committee they arrive at
decisions on the Technical Programme which will command the widest support by T AC
representatives and committee. This requires extensive networking at the Annual Meeting
and beyond.
they must be able to attend the Annual Meeting and either the European or US meeting of
the TC in March.
Must be prepared to take the leadership role in at least one technical area of IFPRI activity
and be active in ensuring that their part of the programme is effective, of high quality and
meets the widest needs of member companies.
Be prepared to lead sessions of the Annua! Meeting for their technical area and assist the
TC Chairman to prepare and conduct all technical aspects of the IFPRI Annual Meeting.
Be prepared to expose their own methods for effective networking of IFPRI research to
other members.
Maintain close contact with Research Associates, particularly in their area of expertise to
clarify, recommend and help focus their research efforts. Should maintain close liaison
with the VP for Industrial - Academics Liaison.
7
The TC representative must not only represent his/her companies interests but must also
strive to ensure the widest consensus on the total programme. The representative should
be a good listener as well as an etTective decision maker.
The Advisors
The Advisors are appointed by the Board upon the advice of the EC and Te.
Their role is to advise the IC on all matters technical, suggest names for researchers and to
ensure that the TC is aware of world wide issues.
They are three in number at present to cover the main geographical areas of IFPRI
Research Associates i.e., Europe, Japan, andJJ-8A. 11/;',<r;./ ii.Nif:'/:~!
They are eminent academics with a wide technical knowledge in particle technology.
They must attend the Annual ~'feeting and should attend all the TC meetings in their
geographical province.
they have a right to be heard in all TC and TAC meetings but they do not have a vote.
At the Annual Meeting one of their number runs a meeting for all Research Associates
(RA's) and Consultants to unearth any issues of substance and to obtain input from the
RA's on any issues referred to them by the Te.
Consultants
The Consultants are appointed by vote of the T AC upon advice of the TC, based on
expertise relevant to the current IFPRI programme.
Their role is to advise the Chairman of the TC or the Chairman of the programme area
relevant to their expertise.
They do not have a right of audience at the TC meetings and if present at TC meetings by
invitation may not vote.
Their input is most valuable on the quality of current research, potential researchers for
new areas and for an in depth knowledge base in their technology area.
Research Associates (RA's)
An RA is in receipt of an IFPRI grant initially issued on the basis of a research prospectus.
He/she must endeavour to carry out the research to achieve their agreed objectives but is
expected to feed back to the TAC, desirable changes in direction, important challenges in
the technology and be receptive to technology transfer from other areas, over R period of
time. Initially 3 years.
Must attend the Annual Meeting and present a report, unless prevented by force majeur
and are encouraged to bring his/her researcher along.
Important that the RA networks with other RA's and members during the Annual Meeting.
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Should liaise with the \rp Industrial - Academic Liaison on all problems, or opportunities
for change.
Should produce the annual written report of progress on time.
Collaborators and Reviewers
These receive minor grants for defined activity of not more than one years duration.
Usually shorter.
They must attend the Annual Meeting to report their findings.
They should produce a suitable report at the conclusion of their study.
The Nominating Committee
This consists of three people chosen from either BD or TAC representatives by the
Chairman of the Board.
One of their number is appointed Chairman.
The role of this committee is to propose a slate of candidates for all the otlicers and elected
positions.
The Nominating Committee Chairman sends out a pro forma each year, usually in March,
to all representatives on the BD or T AC. Each recipient is requested to record his vote for
either an incumbent or replacement and where vacancies occur to suggest names.
Because of IFPRI's wide geographical spread, there may be specific zona! requirements to
maintain a balance of interests on the committees. This committee issues those guide-lines.
The committee meets at the Annual Meeting with the Chairman of the Board, the
Chairman of the TAC and the President, and where possible presents a slate of candidates
for election. For some positions a consensus is not apparent or may not be possible from
the March pro forma selections and voting papers are prepared so that the election
procedures are as smooth as possible at the Annual Meeting.
None of this prevents or is intended to prevent any member nominating him or herself for
any office for which he/she may be qualified or from nominating any other person for
office, which may be done from the floor of the relevant election meeting.
Members who already hold any office (other than Chairman of EC and TC and the
President) or other elected position may not be members of this committee.
The principal requirement of a committee member is that he/she has been present at two
Annual Meetings so that they know the members eligible.