ToR: Call for Executive Committee Members (Board of Directors)

A. Background

Transform Health is a cross-sectoral coalition dedicated to achieving Universal Health Coverage (UHC) within the next seven years by expanding primary health care coverage through the use of digital technology and increasing access to data. Over 150+ partners have joined the coalition so far, both at a global level and through our national coalitions. Transform Health’s three key objectives are:

  • Building political will and an enabling environment for digital transformation of health systems
  • A global health data governance framework
  • Increased and coordinated digital health investment

 

B. Purpose

Transform Health is registered as an not for profit organisation in Switzerland under the name of Transform Health Association. The purpose of the Executive Committee is to oversee the Transform Health Association’s activities, ensure adherence to the Articles of Association, Governance Charter and its internal policies, hold the Executive Director to account, ensure the Association is fulfilling its strategic objectives and ensure its long term sustainability. 

 

C. Scope of Work

The Executive Committee members are responsible for the overall governance and oversight of  the Transform Health Association. This includes the following:

  • Oversight and risk mitigation of Transform Health Association, financial oversight, including, reviewing and approving the  annual budgets and the annual audit;
  • Reviewing and approving the coalition’s strategy;
  • Determination of membership fees for approval by the General Assembly;
  • Proposal for admission and termination of members of the Transform Health Association;
  • Creation or dissolution of Transform Health’s Executive Committee, sub-committees or other steering committees;
  • Changes to  any delegated authority;
  • The Board President and Vice-President are responsible for hiring, supervision, performance management and termination of the Executive Director;
  • Proposal and approval of amendments to the Articles of Association by the General Assembly;
  • Ensuring any governance policy changes are in line with the Articles of Association.

 

D. Composition and Eligibility

The Executive Committee of Transform Health Association will comprise up to 15 members elected from the Membership at the General Assembly. The current membership consists of the President, the Vice-President (currently vacant) the Treasurer, and an associate member, as well as the General Secretary (Executive Director) as a member of the Executive Committee in a non-voting capacity.

Executive Committee members are elected for a  three-year term. Members will not qualify to become a member if they are:

  • Representing a Transform Health Coalition Partner that is receiving funding to implement any aspect of work related to the Transform Health coalition.
  • Representing a Transform Health partner that is providing funding to any other partner that sits on a Working Circle.
  • A natural person who is being paid to do work for the Transform Health  coalition.

There is no restrictions for sitting on the Executive Committee for members of organisations that are:

  • National coordinating partners, unless they are receiving funding for their lead role;
  • A funder providing funding to Transform Health Association, Governing Partners or core partners (partners on a Working Circle) for work that is ‘aligned with’ Transform Health Coalition objectives;
  • A Transform Health partner that is receiving funding for work that is ‘aligned with’ the Transform Health’s coalition objectives, but that is not given explicitly for their work of Transform Health.
  • Other collaborating partners (i.e partners not sitting on a Working Circle/Group)

Any and all conflicts or possible conflicts of interest, should be declared by members as part of their onboarding and signing of the Executive Committee Letter of Intent. Should conflicts of interests arise throughout the 3 year term, Executive Committee members will take the necessary actions by declaring a conflict of interest in writing to the President.

Selection of Members

The members will be selected based on:

  • Experience in Strategic Planning at executive level: Demonstrated experience in providing strategic oversight and planning for organisations, ideally at a senior executive level.
  • Technical Knowledge: Knowledge and experience in the digital health industry and particularly political influencing/advocacy, with an understanding of key trends, challenges, and opportunities.
  • Financial acumen: Proven ability to understand and analyse complex financial data, prepare and manage budgets, financial statements, audits and provide sound financial oversight.
  • Governance expertise: Knowledge and experience in governance best practices, and ability to ensure compliance with applicable laws and regulations.
  • Leadership: Strong leadership skills and ability to inspire and mentor the executive leadership of a not-for-profit entity, ideally in a fast-paced and dynamic environment.
  • Representation: The committee should strive for equitable membership, with members who represent diverse perspectives, including women, youth, and individuals from LMICs. 
  • Strong political networks or relationships with donors: Members who have access to specific resources, networks, or connections that may be helpful in achieving the objectives of the coalition.
  • A successful track record fundraising: members who have a strong track record fundraising for social causes  
  • Commitment: Members should be committed to the coalition’s principles and aligned to its objectives.

 

E. Meetings

  • There will be at least three Executive Committee meetings per year, scheduled  at a time convenient to the Executive Committee members.
  • Meetings may be held virtually or in person.
  • At least two months’ notice will be given prior to a meeting being held.
  • Quorum will be at least half the voting members of the Executive Committee being present at a meeting of the Executive Committee.
  • Agenda development
    • The President will set the agenda in consultation with the other Executive Committee members and the Executive Director.
  • Decision-making
    • Where a reasonable attempt at reaching consensus has failed, a vote will be held. Decisions will be carried by a simple majority. 
    • The President will not vote unless there is a tie, in which case the President’s vote will break the tie.
    • Executive Committee members will abstain from voting in situations of conflict of interest by declaring a conflict of interest in writing to the President.

 

F. Remuneration

The members of the Executive Committee act in an honorary and unremunerated capacity and can only claim reimbursement of the costs and expenses incurred in relation to their participation and travel to meetings. This has to be pre-approved by the Executive Committee, including the President and Executive Director.

 

G. Recruitment Process

In 2023, Transform Health Association will recruit 3 new members to the Executive Committee (to bring the total of members from 4 to 7 members). The recruitment will be based on the above Terms of Reference and will focus on bringing in diverse perspectives especially from women and leading figures from LMICs. The recruitment will be carried out through a transparent process which will be advertised online.

New Executive Committee members will be selected via the following process:

  1. An expression of interest form will be circulated externally and internally (i.e. among current coalition partners).
  2. All submissions will be reviewed by a panel consisting of the Executive Committee members and  the Executive Director.
  3. The selected members will sign a letter of intent inclusive of their new roles and responsibilities on the Executive Committee.

 

I. How to apply:

Candidates are requested to  submit their application for the Executive Committee by 8th September 2023 with the following instructions:

  • Fill out this survey;
  • Ensure that the application includes your profile, detailing who you are, what you do and why you are interested in joining the coalition’s executive board;
  • Attach any supporting documents that will strengthen your application, including significant research pieces, awards, nominations, significant positions held etc.;
  • Double-check that all attachments are included and that you have clicked “Submit” at the end of the survey;
  • Once submitted, an auto response will be sent to your email confirming that the application has been received by Transform Health.