Purpose and Scope

1.1 This Board Charter sets out the role, composition, responsibilities, authority, operating procedures, and performance standards of the Board of Trustees (the "Board") of the National Road Safety Alliance, Inc. ("NRSA Philippines" or the "Corporation").

1.2 This Charter supplements the Corporation's Articles of Incorporation and By-Laws. In the event of any conflict, the Articles of Incorporation and By-Laws shall prevail. This Charter shall be reviewed at least every two (2) years and updated as necessary.

1.3 This Charter applies to all trustees of the Board, members of Board committees, and ex officio participants in Board proceedings.

Role of the Board of Trustees

The Board of Trustees is the supreme governing body of NRSA Philippines. It is collectively responsible for strategic leadership, institutional integrity, financial oversight, and holding management accountable for the Corporation's mission.

2.1 Core Board Responsibilities

• Set and periodically review the vision, mission, values, and strategic direction of the Corporation
• Ensure programs and activities are aligned with the Corporation's mission and the needs of the Filipino public on road safety
• Appoint, support, evaluate, and if necessary remove the Executive Director
• Approve the annual operating plan, budget, and financial reports
• Ensure appropriate financial management, internal controls, and risk management systems
• Ensure legal and regulatory compliance including SEC filings, BIR obligations, and PCNC accreditation
• Safeguard the reputation and credibility of the Corporation
• Approve major partnerships, contracts, and financial commitments above Charter thresholds
• Ensure the Corporation's non-partisan independence from political parties and government agencies
• Engage key stakeholders, serve as ambassadors, and support fundraising efforts

2.2 What the Board Delegates to Management

• Operational decisions within the approved budget and policy framework
• Staff hiring, supervision, and performance management below Executive Director level
• Day-to-day relationships with government agencies, partners, and donors
• Program delivery and field operations
• Routine financial transactions within approved budget lines and signing authority thresholds

Composition of the Board

3.1 Size. The Board shall consist of not fewer than nine (9) and not more than fifteen (15) trustees. The ideal size for an early-stage NGO is eleven (11) — large enough for diversity, small enough for effective deliberation.

3.2 Diversity. The Board shall strive to maintain diversity in expertise, gender, geographic representation, and sector background. The Governance and Nominations Committee shall maintain a Board Skills Matrix and identify gaps as part of trustee recruitment.

3.2 Board Skills Matrix — Required Expertise

3.3 Terms. Trustees shall serve staggered three (3) year terms, with approximately one-third (1/3) elected each year at the Annual General Membership Meeting. A trustee may serve a maximum of two (2) consecutive three-year terms. After two consecutive terms, a trustee must step down for at least one (1) full term before re-election.

3.4 Independence. A majority of the Board shall be independent of management and free from any material relationship with the Corporation. The Executive Director shall not simultaneously serve as a trustee.

Duties and Responsibilities of Individual Trustees

4.1 Duty of Loyalty

Each trustee must act in good faith in the best interests of the Corporation and its mission — not in the personal interests of the trustee, any donor, political figure, or any other party. Trustees owe undivided loyalty to the Corporation.

4.2 Duty of Care

• Preparing adequately for all Board and committee meetings by reading materials in advance
• Attending at least seventy-five percent (75%) of all Board and assigned committee meetings per year
• Asking informed questions and applying expertise to Board deliberations
• Keeping current on issues relevant to the Corporation's mission and the Philippine road safety landscape

4.3 Duty of Obedience

Each trustee must ensure that the Corporation adheres to its stated mission, Articles of Incorporation, By-Laws, this Charter, applicable Philippine laws, donor restrictions, and ethical standards.

4.4 Individual Trustee Commitments

• Attend at least 75% of Board meetings and all meetings of committees on which they serve
• Prepare for meetings by reading materials distributed in advance
• Declare all actual or potential conflicts of interest promptly and fully
• Maintain strict confidentiality of all non-public Board information and deliberations
• Actively support the Corporation's fundraising and partnership development
• Serve as a public ambassador for road safety and the Corporation's mission
• Comply with the Code of Conduct, Conflict of Interest Policy, and all other governance policies
• Complete the Annual Trustee Disclosure Form and submit it to the Corporate Secretary each year

Board Officers — Roles and Responsibilities

Board Meetings — Procedures and Protocols

Regular Meetings

The Board shall hold regular meetings at least four (4) times per year (quarterly). The schedule for the calendar year shall be set at the first Board meeting of each year.

Special Meetings

May be called at any time by the Chairperson or upon written request of a majority of trustees. At least 48 hours' notice is required, stating the specific purpose. Only matters stated in the notice shall be acted upon.

Notice and Agenda

Notice of every regular Board meeting, together with the proposed agenda and supporting documents, shall be sent to all trustees at least seven (7) days before the meeting.

Quorum

A majority of all incumbent trustees (more than half) constitutes a quorum. No business shall be transacted in the absence of a quorum.

Voting

All resolutions require an affirmative vote of a majority of trustees present where a quorum exists. Matters requiring a two-thirds (2/3) supermajority of all trustees include:

• Amendment of the By-Laws or this Charter
• Removal of a trustee or the Executive Director
• Approval of a dissolution or merger
• Changes to the Corporation's mission, tagline, or name
• Approval of transactions where a trustee has a declared conflict of interest

Remote and Hybrid Meetings

Board meetings may be held in person, online, or in hybrid format. Trustees participating remotely shall be counted as present for quorum purposes.

Minutes

The Corporate Secretary shall record accurate minutes including trustees present/absent, matters discussed, resolutions passed with vote counts, dissenting opinions, and action items. Draft minutes shall be circulated within fourteen (14) days.

Board Committees

Committees do not have decision-making authority — they recommend to the full Board. The Executive Director or their designee serves as the management liaison to each committee.

7.1 Standing Committees

7.2 Technical Advisory Council (TAC)

Seven (7) to ten (10) independent domain experts appointed by the Board for two (2) year renewable terms, serving without compensation. The TAC advises on evidence quality, program effectiveness, and road safety policy positions. The TAC Chair is invited to Board meetings as a non-voting resource person.

Financial Authority and Delegation

Board Performance and Accountability

9.1 Executive Director Performance Review

The Board shall conduct a formal annual performance review of the Executive Director against agreed KPIs. The review shall be led by the Chairperson with input from all trustees. Coverage includes: mission delivery, financial management, partnership development, team leadership, and stakeholder relations.

9.2 Board Self-Assessment

The Board shall conduct an annual self-assessment facilitated by the Governance and Nominations Committee, covering: meeting effectiveness, committee performance, trustee engagement, strategic oversight, and governance practices.

9.3 Individual Trustee Assessment

Trustees who miss more than fifty percent (50%) of Board meetings in a year, or who repeatedly fail to meet their commitments under this Charter, may be requested to resign or may be subject to removal proceedings under the By-Laws.

Adoption, Amendment, and Effectivity

10.1 This Charter shall be adopted by the Board of Trustees at its first organizational meeting and shall take effect upon adoption.

10.2 This Charter may be amended by a two-thirds (2/3) vote of all trustees at any duly called Board meeting, provided that notice of the proposed amendment has been given at least fifteen (15) days in advance.

10.3 This Charter shall be reviewed at least once every two (2) years.

Adopted by the Board of Trustees · National Road Safety Alliance, Inc. · Resolution No. [___]-2025 · Ref: NRSA-PH-GOV-2025-001

Introduction and Purpose

1.1 NRSA Philippines operates in the public interest. The trust of the Filipino people, our donors, government partners, and beneficiaries is fundamental to our ability to pursue our mission. This Code sets the ethical and professional standards that every person associated with NRSA Philippines is expected to meet.

1.2 This Code applies to all trustees, officers, staff members (full-time, part-time, and contractual), volunteers, consultants, and contractors — collectively referred to as "NRSA Representatives" — without exception and regardless of position or seniority.

1.3 Compliance with this Code is a condition of association with NRSA Philippines. Violations may result in disciplinary action including termination of employment or engagement, removal from trustee position, and referral to law enforcement authorities.

Core Ethical Principles

2.1 Integrity

All NRSA Representatives shall be honest, transparent, and trustworthy in all their dealings on behalf of the Corporation. No false, misleading, or deceptive statements shall be made to any stakeholder, donor, government agency, partner, or member of the public.

2.2 Mission First

Every decision, action, and resource allocation must be guided by the Corporation's mission to reduce road deaths and injuries in the Philippines. Personal interests, political considerations, and external pressures shall not override mission-driven judgment.

2.3 Accountability

All NRSA Representatives are accountable for their actions and decisions. They shall maintain complete and accurate records of all activities conducted on behalf of the Corporation and shall cooperate fully with internal and external audits, investigations, and reviews.

2.4 Respect and Dignity

All NRSA Representatives shall treat every person — colleagues, volunteers, beneficiaries, government officials, journalists, transport operators, and members of the public — with respect, dignity, and courtesy, regardless of status, position, gender, age, ethnicity, religion, or disability.

2.5 Confidentiality

NRSA Representatives shall protect confidential information of the Corporation, its donors, partners, and beneficiaries. Confidential information includes: unpublished financial data; strategic plans; donor identities and amounts; partner negotiation details; beneficiary personal information; and Board deliberations. This obligation survives the termination of one's association with the Corporation.

2.6 Non-Partisanship

NRSA Philippines is a non-partisan organization. No NRSA Representative shall use the Corporation's name, resources, networks, or events for political campaigning, electoral advocacy, or partisan political purposes.

Specific Conduct Standards

3.1 Use of Organizational Resources

All NRSA resources — including funds, equipment, vehicles, office space, technology, intellectual property, and staff time — shall be used solely for authorized NRSA purposes. Personal use of organizational resources is strictly prohibited without explicit written authorization.

3.2 Financial Integrity

No NRSA Representative shall:

• Accept, offer, or facilitate any bribe, kickback, facilitation payment, or improper gift in connection with NRSA business
• Falsify any financial record, expense claim, receipt, or report
• Authorize or approve a payment without proper documentation and authorization
• Enter into any financial commitment on behalf of NRSA without required authority under the Financial Authority Policy
• Benefit personally from any financial transaction involving NRSA funds without full Board disclosure and approval

3.3 Gifts and Hospitality

NRSA Representatives shall not solicit gifts from any person or organization in relation to NRSA business. Unsolicited gifts with a value exceeding Five Hundred Pesos (₱500) must be declared to the Executive Director and either returned, donated, or retained for organizational use as directed.

3.4 Anti-Harassment and Non-Discrimination

The following are strictly prohibited:

• Sexual harassment, sexual assault, or any unwanted physical contact
• Verbal, psychological, or written harassment or bullying
• Discrimination on the basis of gender, age, sexual orientation, religion, ethnicity, disability, or any other protected characteristic
• Creating a hostile, intimidating, or demeaning working or volunteering environment

3.5 Social Media and Public Communications

NRSA Representatives who post publicly on social media or speak in public must ensure that their personal opinions are clearly distinguished from official NRSA positions. Representatives shall not post content that is defamatory, discriminatory, politically partisan, or that could embarrass or damage NRSA Philippines.

3.6 Child Safeguarding

Given that NRSA's programs engage children and young people, all NRSA Representatives working with or near minors shall:

• Never be alone with a child in an unsupervised setting in the context of NRSA activities
• Never photograph or film children without explicit written consent from their parent or guardian
• Report immediately any suspected abuse, neglect, or exploitation of a child to the Executive Director and appropriate government authorities
• Comply with all applicable Philippine laws on child protection including Republic Act No. 7610

3.7 Intellectual Property and Data Privacy

All work product created by NRSA Representatives in the course of their engagement — including reports, curricula, campaign materials, data, photographs, and software — is the property of NRSA Philippines. NRSA Representatives shall comply with the Philippine Data Privacy Act of 2012 (Republic Act No. 10173) in all handling of personal data.

Reporting Violations — Whistleblower Protection

4.1 Duty to Report

All NRSA Representatives have a responsibility to report promptly any suspected violation of this Code, applicable law, or organizational policy. Failure to report a known violation is itself a breach of this Code.

4.2 How to Report

• Directly to the Executive Director (for staff/volunteer concerns)
• To the Chairperson of the Finance & Audit Committee (for financial concerns or concerns involving the Executive Director)
• To the Board Chairperson (for serious concerns involving the Executive Director or senior management)
• Through the anonymous reporting channel (email or form) designated by the Board, if established

4.3 Whistleblower Protection

No NRSA Representative who reports in good faith a suspected violation shall be subject to retaliation, intimidation, demotion, dismissal, or any other adverse consequence. Any person who engages in retaliation against a good-faith reporter shall be subject to disciplinary action, up to and including termination.

Consequences of Violations

Acknowledgment and Commitment

All NRSA Representatives shall sign the acknowledgment below upon joining NRSA Philippines and annually thereafter.

Purpose

The National Road Safety Alliance, Inc. requires that its trustees, officers, and key staff act exclusively in the best interests of the Corporation. This Policy establishes standards for identifying, disclosing, managing, and resolving conflicts of interest in order to protect the Corporation's integrity, safeguard public trust, and ensure compliance with Philippine law.

Definitions

2.1 Conflict of Interest

A conflict exists when a Covered Person has a personal, financial, family, or professional interest that could — or could reasonably appear to — influence their judgment or actions in performing their duties for NRSA Philippines. A conflict may be actual (existing now), potential (may arise), or perceived (appears to exist even if it does not).

2.2 Covered Persons

All trustees, officers, and key staff of NRSA Philippines, including: Chairperson, Vice-Chairperson, Corporate Secretary, Corporate Treasurer, all other trustees, Executive Director, Program Directors, Finance Manager, and Communications Manager.

2.3 Related Party

• Spouse, domestic partner, or live-in partner
• Parent, child, sibling, or other relative within the second degree of consanguinity or affinity
• Any business partner, co-owner, or major investor in a business enterprise
• Any organization for which the Covered Person serves as officer, director, or trustee
• Any organization in which the Covered Person holds significant financial interest (generally 5% or more equity ownership)

2.4 Material Benefit

A benefit is "material" if its value is sufficient to reasonably influence a Covered Person's judgment. A direct financial benefit of more than Five Thousand Pesos (₱5,000) from a single transaction involving NRSA Philippines shall be presumed material.

Examples of Conflicts of Interest

Obligation to Disclose

4.1 Annual Disclosure. Each Covered Person shall complete the Annual Conflict of Interest Disclosure Form and submit it to the Corporate Secretary by January 31 of each year, or within thirty (30) days of commencing their association with NRSA Philippines.

4.2 Transactional Disclosure. A Covered Person who becomes aware of a potential conflict in relation to a specific matter before the Board must disclose it promptly — before any deliberation or decision — regardless of whether it was captured in the Annual Disclosure.

4.3 Duty to Update. If a Covered Person's circumstances change in a way that creates a new or modified conflict, they must update their disclosure within fourteen (14) days of becoming aware of the change.

4.4 Doubt Triggers Disclosure. If a Covered Person is uncertain whether a situation constitutes a conflict of interest, they shall disclose it. The Corporate Secretary or the Governance and Nominations Committee shall determine whether a conflict exists.

Procedure When a Conflict Is Identified

5.1 For Trustees (Board-Level Conflict)

• The trustee shall disclose the conflict at the beginning of the relevant meeting, or as soon as the conflict becomes apparent
• The trustee shall leave the room for the entire duration of deliberation and vote on the conflicted matter
• The trustee shall not attempt — directly or indirectly — to influence the decision before, during, or after recusal
• The Corporate Secretary shall record the disclosure and recusal in the minutes of the meeting
• The decision shall be made by the remaining trustees, applying independent judgment in the best interests of the Corporation

5.2 For Staff (Management-Level Conflict)

• The staff member shall immediately disclose the conflict in writing to the Executive Director (or Board Chairperson if the conflict involves the Executive Director)
• The staff member shall be recused from all involvement in the relevant decision, negotiation, evaluation, or transaction
• The Executive Director shall decide how to manage the conflicted transaction
• The disclosure and management action shall be documented and reported to the Board at the next meeting

5.3 No Participation Before Disclosure

A Covered Person shall not participate in any decision or action that involves a conflict of interest until the conflict has been formally disclosed and the recusal process initiated. Any action taken in violation of this requirement shall be voidable at the discretion of the Board.

Record-Keeping and Reporting

• The Corporate Secretary shall maintain a register of all conflict of interest disclosures and recusals
• A summary of conflicts of interest disclosed and managed during the year shall be included in the Annual Impact and Accountability Report
• Disclosure forms shall be retained for a minimum of ten (10) years

Consequences of Non-Compliance

• For trustees: censure, suspension, or removal from the Board by resolution of the remaining trustees
• For staff: disciplinary action up to and including termination of employment
• For all Covered Persons: voidance of transactions approved in violation of this policy, personal liability for losses suffered by the Corporation, and referral to law enforcement where criminal conduct is involved