Governance

The following guidelines are intended to guide the relationship between the Board of SIRIS Foundation (Patronato) and the Board of SIRIS Academic (Consejo de Administración). They clarify the commitments accepted by a member of the Board of SIRIS Academic and the criteria according to which the Board of the SIRIS Foundation evaluates and appoints the Board of SIRIS Academic. These are followed by governance principles, which set out a limited number of concrete modalities to be implemented and curated by the SIRIS Academic Board.

Commitments of the Board of SIRIS Academic

Beyond its legal obligations, the Board’s core role is to orchestrate, facilitate and support a collaborative and collegial culture, on behalf of and with the input and co-responsibility of the other Senior Profiles of the company. When administrative, legal, and strategic issues require rapid, difficult and sometimes controversial decisions to be made, then the Board has the responsibility to take these decisions, even if they may not serve everyone's interests equally. However, it should always promote and nurture the collegial culture when possible.
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This means that the following principles are not intended as a legal code and a strict specification of duties to be followed to the letter, but rather as an explanation of intended outcomes and a toolbox for the boards of the foundation and the company to specify their mutual expectations.

General commitment
Specific commitment
Means of assessment

1. Ensure the economic sustainability and development of SIRIS Academic

  • Manage and oversee the Company with due care, integrity and in accordance with fiduciary principles.
  • Prudently manage financial and other risks to the Company.
  • Align economic sustainability and development with the “SIRIS as a platform” approach and general environmental, social, and governance (ESG) criteria.
  • Define the company development approach incl. development of the scope of services through partnerships, mergers, splits, etc., and pricing policy.
  • Transparent communication with the Board of Directors of the Foundation
  • Financial statements
  • Quality of budgeting and forecasting
  • Capital allocation and investment decisions

2. Ensure the company’s coherent external visibility and manage its external relationships

  • Develop the SIRIS brand, considering it as the conjunction of reputation, visibility, etc. from a business development perspective.
  • Cater and strategically manage external relations, noting that the company development strategy entails maintaining a pertinent competencies ecosystem around the company.
  • Client and other interlocutor’s feedback on reputation
  • Working competence ecosystem that enhances the company’s capacity

3. Develop SIRIS as a learning organisation

  • Foster the “SIRIS as a platform” approach which entails a commitment of SIRIS to be a “learning organisation”. The following points explain what that entails:
  • Systems thinking and critical reflection about itself and within its work, meaning that the larger context and implications of our activities beyond our immediate business interests and projects should always be considered.
  • Personal development of staff and team learning, meaning that individuals with their potential, interests and idiosyncrasies are to be supported in their personal projects, bringing them together in flexible teams.
  • A shared vision, meaning that the general joint mission should be clear to everyone and everyone should be able to contribute to its evolution.
  • General measures planned and implemented in a given period
  • Interviews with HR services and quality of collaboration between the Board and HR services
  • Employee survey data, HR interviews and individual reflections from senior employees

4. Further the wellbeing of team members

  • Sustain high levels of employee motivation
  • Ensure employees of SIRIS Academic experience a sustainable work-life balance
  • Support the long-term mental health of SIRIS employees
  • Support the physical health of SIRIS employees
  • Support employees in their lives beyond SIRIS, including in exercising care responsibilities and sustaining themselves in the event of illness or old age
  • Protect employees’ rights to privacy and responsible data management
  • General measures planned and implemented in a given period
  • Employee survey data
  • Tracking of employee overtime hours and use of holidays
  • Rates of illness and absenteeism
  • Provision and take-up of insurance benefits
  • Turnover rates
  • Employee exit interviews
  • Periodic compliance reviews regarding employee data management

5. Be responsive to ideas and feedback from the team and individuals.

  • Enable employees to provide feedback and suggest changes in SIRIS activities, internal processes, policies as well as in the overall steering of the company
  • Support employees in proposing and leading outward and inward facing initiatives
  • Consider all inputs
  • Processes and activities: periodic surveys, gathering venues, working groups to surface ideas, questions, requests and needs.
  • Creation of new roles and responsibilities for team members to implement ideas and processes
  • Free up time (from projects) for team members that propose and test new ideas and activities
  • Documents / events presenting the company’s strategy and evolution
  • Surveys, consultations, workshops and bi-lateral discussions
  • Reports on the propositions made by the team and their evaluation
  • Roadmaps to integrate the positively evaluated inputs from the team
  • Periodic updates on the changes within the company stemming from employers’ contributions

6. Ensure transparency about decisions and decision processes towards team members

  • Create clear communication channels between the Board and the rest of the company
  • Record relevant Board decisions in outlets that can be accessed by the team anytime.
  • Actively contribute to the HR review process of individual team members.
  • Foster transparency regarding the economic situation of the company and its mid and long-term economic projection.
  • Celebration of regular ‘Board update’ meetings in which the board keeps the team members informed of recent developments.
  • Participation of Board members in annual HR individual review meetings with team members.
  • Yearly business plan and monthly economic balances openly available to all team members.

7. Ensure that SIRIS Academic’s activities and impact are in line with the foundation’s ethical principles

  • Make sure that the projects undertaken by SIRIS are aligned with the companies’ ethical principles.
  • Foster a continued internal reflection on project experiences to regularly improve how projects are designed and executed to best promote ethical principles.
  • Systematic participation (or supervision) of Board members in business development discussions with acquisition leaders and project managers in each of the different branches of service the company.
  • Clear guidelines for making a go/no-go decision in alignment with ethical principles.
  • A project review/evaluation system that incorporates a reflection on ethical principles.
  • A knowledge management system that incorporates the ethical dimension.

8. Ensuring EDI (including gender diversity)

  • Ensure there is no tolerance for discrimination and abuse
  • Build a diverse workforce across all levels of responsibility in the company, including by gender, ethnicity, ability, and social background
  • Actively counter inequalities amongst employees by gender, ethnicity, ability, and social background, especially with regards to compensation, well-being, responding to team member initiatives, and learning and professional development
  • Foster an organisational culture which actively values diversity, equity, and inclusion and continuous learning and growth regarding EDI
  • Actively adopt a EDI lens in the implementation of project work to enhance EDI in the organisations and initiatives that SIRIS supports
  • General measures planned and implemented in a given period
  • Appropriate policies and processes for responding to potential incidents of discrimination or abuse
  • Monitor workforce composition for priority equity groups
  • Periodically review equity in compensation among employees
  • Employee survey data
  • Tracking differences between employees of different backgrounds with regards to performance indicators for other objectives (e.g., wellness, learning, team-member initiative)
  • Individual reflections from senior employees regarding how they promote EDI in their leadership and supervision
  • Track provision and participation in EDI-promoting learning activities

1. Ensure the economic sustainability and development of SIRIS Academic

Specific Commitments

  • Manage and oversee the Company with due care, integrity and in accordance with fiduciary principles.
  • Prudently manage financial and other risks to the Company.
  • Align economic sustainability and development with the “SIRIS as a platform” approach and general environmental, social, and governance (ESG) criteria.
  • Define the company development approach incl. development of the scope of services through partnerships, mergers, splits, etc., and pricing policy.

Means of assessment

  • Transparent communication with the Board of Directors of the Foundation
  • Financial statements
  • Quality of budgeting and forecasting
  • Capital allocation and investment decisions

2. Ensure the company’s coherent external visibility and manage its external relationships

Specific Commitments

  • Develop the SIRIS brand, considering it as the conjunction of reputation, visibility, etc. from a business development perspective.
  • Cater and strategically manage external relations, noting that the company development strategy entails maintaining a pertinent competencies ecosystem around the company.

Means of assessment

  • Client and other interlocutor’s feedback on reputation
  • Working competence ecosystem that enhances the company’s capacity

3. Develop SIRIS as a learning organisation

Specific Commitments

  • Foster the “SIRIS as a platform” approach which entails a commitment of SIRIS to be a “learning organisation”. The following points explain what that entails:
  • Systems thinking and critical reflection about itself and within its work, meaning that the larger context and implications of our activities beyond our immediate business interests and projects should always be considered.
  • Personal development of staff and team learning, meaning that individuals with their potential, interests and idiosyncrasies are to be supported in their personal projects, bringing them together in flexible teams.
  • A shared vision, meaning that the general joint mission should be clear to everyone and everyone should be able to contribute to its evolution.

Means of assessment

  • General measures planned and implemented in a given period
  • Interviews with HR services and quality of collaboration between the Board and HR services
  • Employee survey data, HR interviews and individual reflections from senior employees

4. Further the wellbeing of team members

Specific Commitments

  • Sustain high levels of employee motivation
  • Ensure employees of SIRIS Academic experience a sustainable work-life balance
  • Support the long-term mental health of SIRIS employees
  • Support the physical health of SIRIS employees
  • Support employees in their lives beyond SIRIS, including in exercising care responsibilities and sustaining themselves in the event of illness or old age
  • Protect employees’ rights to privacy and responsible data management

Means of assessment

  • General measures planned and implemented in a given period
  • Employee survey data
  • Tracking of employee overtime hours and use of holidays
  • Rates of illness and absenteeism
  • Provision and take-up of insurance benefits
  • Turnover rates
  • Employee exit interviews
  • Periodic compliance reviews regarding employee data management

5. Be responsive to ideas and feedback from the team and individuals.

Specific Commitments

  • Enable employees to provide feedback and suggest changes in SIRIS activities, internal processes, policies as well as in the overall steering of the company
  • Support employees in proposing and leading outward and inward facing initiatives
  • Consider all inputs

Means of assessment

  • Processes and activities: periodic surveys, gathering venues, working groups to surface ideas, questions, requests and needs.
  • Creation of new roles and responsibilities for team members to implement ideas and processes
  • Free up time (from projects) for team members that propose and test new ideas and activities
  • Documents / events presenting the company’s strategy and evolution
  • Surveys, consultations, workshops and bi-lateral discussions
  • Reports on the propositions made by the team and their evaluation
  • Roadmaps to integrate the positively evaluated inputs from the team
  • Periodic updates on the changes within the company stemming from employers’ contributions

6. Ensure transparency about decisions and decision processes towards team members

Specific Commitments

  • Create clear communication channels between the Board and the rest of the company
  • Record relevant Board decisions in outlets that can be accessed by the team anytime.
  • Actively contribute to the HR review process of individual team members.
  • Foster transparency regarding the economic situation of the company and its mid and long-term economic projection.

Means of assessment

  • Celebration of regular ‘Board update’ meetings in which the board keeps the team members informed of recent developments.
  • Participation of Board members in annual HR individual review meetings with team members.
  • Yearly business plan and monthly economic balances openly available to all team members.

7. Ensure that SIRIS Academic’s activities and impact are in line with the foundation’s ethical principles

Specific Commitments

  • Make sure that the projects undertaken by SIRIS are aligned with the companies’ ethical principles.
  • Foster a continued internal reflection on project experiences to regularly improve how projects are designed and executed to best promote ethical principles.

Means of assessment

  • Systematic participation (or supervision) of Board members in business development discussions with acquisition leaders and project managers in each of the different branches of service the company.
  • Clear guidelines for making a go/no-go decision in alignment with ethical principles.
  • A project review/evaluation system that incorporates a reflection on ethical principles.
  • A knowledge management system that incorporates the ethical dimension.

8. Ensuring EDI (including gender diversity)

Specific Commitments

  • Ensure there is no tolerance for discrimination and abuse
  • Build a diverse workforce across all levels of responsibility in the company, including by gender, ethnicity, ability, and social background
  • Actively counter inequalities amongst employees by gender, ethnicity, ability, and social background, especially with regards to compensation, well-being, responding to team member initiatives, and learning and professional development
  • Foster an organisational culture which actively values diversity, equity, and inclusion and continuous learning and growth regarding EDI
  • Actively adopt a EDI lens in the implementation of project work to enhance EDI in the organisations and initiatives that SIRIS supports

Means of assessment

  • General measures planned and implemented in a given period
  • Appropriate policies and processes for responding to potential incidents of discrimination or abuse
  • Monitor workforce composition for priority equity groups
  • Periodically review equity in compensation among employees
  • Employee survey data
  • Tracking differences between employees of different backgrounds with regards to performance indicators for other objectives (e.g., wellness, learning, team-member initiative)
  • Individual reflections from senior employees regarding how they promote EDI in their leadership and supervision
  • Track provision and participation in EDI-promoting learning activities

Instruments of governance

The following "instruments" are very specific, but limited, requirements for the functioning of the board of directors of the corporation.

Configuration of the Board of SIRIS Academic

BA members should have a diverse background/profile (gender, expertise, type of experience, discipline).At least one board member with relevant employment history within the company

Annual business plans

The Board shall prepare an annual business plan each year with a retrospective and identifying goals for the year, key activities intended to achieve these goals, and measures of success.

Board Meeting minutes

The Board will keep minutes of its meetings indicating the topics of discussions and noteworthy decisions. The minutes will remain confidential as a historical record of the decision-making process and will only be available to BA members or BF in case of specific request.

Ombudspersons

The Board will install ombudspersons that are conveniently close to the various communities of employees so that each employee can find one she or he is comfortable with to enable an open but protected feedback culture.

Instrument of governance
Task

Configuration of the Board of SIRIS Academic

BA members should have a diverse background/profile (gender, expertise, type of experience, discipline).
At least one board member with relevant employment history within the company

Annual business plans

The Board shall prepare an annual business plan each year with a retrospective and identifying goals for the year, key activities intended to achieve these goals, and measures of success.

Board Meeting minutes

The Board will keep minutes of its meetings indicating the topics of discussions and noteworthy decisions. The minutes will remain confidential as a historical record of the decision-making process and will only be available to BA members or BF in case of specific request.

Ombudspersons

The Board will install ombudspersons that are conveniently close to the various communities of employees so that each employee can find one she or he is comfortable with to enable an open but protected feedback culture.