Rules of procedure and decision-making for the Governing Board

These rules of procedure and decision-making describe the Foundation Board's responsibilities and overall structure, as well as its delegation to Secretary-General and organizational management of Erikshjälpen. Decided by the Board of Erikshjälpen 2024-04-12.

The Foundation Board refers to the Board of Erikshjälpen Insamlingsstiftelsen Farbror Eriks barn- och hjälpverksamhet and is referred to in this document as the Foundation Board or the Board. The document ends with a list of annexes and related documents. The rules of procedure and decision-making, including the annexes, are decided by the Board and evaluated annually.

Rules of Procedure and Decision-Making of the Board

1. the Board of Directors

1.1 Overall responsibility

The Board is Erikshjälpens highest decision-making body and has the ultimate responsibility for Erikshjälpens operations and finances. The Board shall ensure that the activities are conducted in accordance with the Foundation's purpose and statutes and comply with applicable legislation. The Board is responsible for ensuring that Erikshjälpens financial management and accounting are managed in a satisfactory manner and in accordance with good accounting practice.

The Board of Directors works for the development of Erikshjälpens, directs the management of Erikshjälpens activities and supervises all Erikshjälpens work areas. The Board closely monitors the issues that may affect the activities and financial position of the Erikshjälpen and makes the necessary decisions to ensure the organization's commitments and goal achievement.

In accordance with the decision taken in January 2016, the Board also has a responsibility to safeguard the increased operational coordination of the activities of "the whole" of Erikshjälpen. The special relationship with the association Erikshjälpen Second Hand, ESH, means that the Foundation Board has a responsibility to act as the parent board and set guidelines for all the work that takes place under the Erikshjälpen brand. The forms for this are regulated in the target document that is adopted annually by the Board: "More for more, target image and guidelines for Erikshjälpen."

This document is one of the most important steering documents of the Board, and is prepared on a broad front under the guidance of the Joint Management Group, GLG.

 

1.2 Responsibilities of board members

As leading representatives of Erikshjälpen, Board members act as ambassadors for all of Erikshjälpen's activities. Each Board member has a responsibility to fully understand and support Erikshjälpen's long-term strategies.

Any Board member who, intentionally or negligently, through breach or violation of the Statutes, causes damage to the Foundation, may be held personally liable to compensate for that damage. Any member who discovers any misconduct or irregularity in the activities shall immediately inform the Chair and/or the Secretary-General.

 

1.3 Areas where the Board takes decisions

 

Overall strategy and objectives

The Board of Directors decides on the Foundation's long-term goals for both specific areas of activity and for Erikshjälpen as a whole.

 

Annual budget and business plan

The Board decides on Erikshjälpen's overall budget, including the framework budget and any guidelines/priorities for program activities. Project budget with distribution of funds between countries and projects as well as the establishment of Regional offices, country offices and future workshops are prepared by the International Department and the Sweden Department and decided by Secretary-General.

 

Major financial commitments

The Board decides on the Foundation's major financial commitments, such as taking out loans and buying and selling property.

 

Policies

The Board adopts all policies and associated position papers. The policies apply to both the Foundation and Erikshjälpen Second Hand. Currently, these policies exist:

  • Development policy including position papers and thematic position papers
  • Child safety and protection policy
  • Sustainability policy
  • Policy on diversity, equal treatment and gender equality
  • Staffing and recruitment policy
  • Pay policy
  • Health and safety policy
  • Privacy policy
  • Communication policy
  • Opinion and influence policy
  • Fundraising policy
  • Ambassador policy
  • Anti-corruption policy
  • Placement policy
  • Policy on equity limits
  • Risk management policy
  • Currency risk policy
  • Procurement policy
  • Code of Conduct Policy

 

Internal accountability and governance

Each year, the Board draws up an internal control plan, which is monitored and evaluated during the year. The Board also takes note of the organization's risk assessments and conducts its own risk assessments of overall business processes.

 

Annual accounts

The Board ensures that Erikshjälpen's annual report is prepared in accordance with applicable legislation, GivaSverige's guidelines and good accounting practice.

 

Elections and nominations

The Management Board appoints:

  • members of the Board of Directors and the Presidium of the Foundation as proposed by the Nomination Committee
  • signatories, nomination committee and auditors, and approves powers of attorney for the Foundation
  • chairman and deputy chairman and convener of the nomination committee for Erikshjälpen Second Hand.

The Board nominates:

  • other members of the nomination committee for Erikshjälpen Second Hand
  • three board members of Human Bridge, one of whom is also a board member of the Second Hand association Lindra
  • one member to the nomination committee of Human Bridge.

 

Employment and conditions of employment

The Governing Board appoints Secretary-General of the Foundation and is responsible for his/her delegation. The Governing Board decides on the remuneration of the members of the Governing Board, the members of the Nomination Committee and Secretary-General. The employment, conditions and remuneration of other senior officials in the management team are decided by Secretary-General in consultation with the Chairman of the Board. Erikshjälpen openly reports all remuneration to the members of the Board and senior executives.

 

1.4 Chairman of the Board

The Board elects its Chair from among its members.

The Chair of the Governing Board leads the work of the Governing Board. Together with the Secretary-General and the Executive Committee, the Chair prepares the meetings of the Governing Board.

The Chair may take decisions on matters delegated by the Management Board. The Chairperson may also take decisions on matters which cannot wait until the next meeting of the Management Board and which are not of major financial or strategic importance. Before taking such a decision, the Chairperson shall consider whether to consult the Board's Working Committee. Decisions taken by the Chairperson shall be reported at the next Board meeting.

As a representative of Erikshjälpen, the chairman shall work to strengthen Erikshjälpen's organization, activities and brand.

When the Governing Board so decides, the Chair may take on an enhanced role as Executive Chair. The scope of the work, and the level of remuneration, is decided by the Board. The concrete division of tasks and roles between the Chair and the Secretary-General is clarified in consultation with the Executive Board. The work of the Chairperson must not interfere with the powers and
responsibilities of the Secretary-General.

 

1.5 Working Committee

The Executive Committee consists of the Chairperson, the First Vice-Chairperson and the Second Vice-Chairperson (the Bureau). If the Governing Board deems it appropriate, the Bureau may be extended to include additional members.

The Executive Committee, together with the President and the Secretary-General, is responsible for preparing matters for decision and for preparing the meetings of the Governing Board.

The Executive Committee takes decisions on matters delegated to it by the Management Board.

 

1.6 Committees and working groups

The Governing Board sets up committees and working groups as needed.

 

1.7 Tasks of the members of the Board of Directors

Guidelines on the tasks and remuneration of individual members can be found in the document Fees and conditions for elected members of the boards and nomination committees of EH and ESH.

 

1.8 Nomination committee and elections

The Management Board appoints a nomination committee to prepare the election of members and the Bureau. The nomination committee must consist of three people. It is desirable that at least one of these is a member of the Erikshjälpen Board. Members of the nomination committee are elected for a term of three years and can be re-elected for a maximum of three terms.

The Nomination Committee shall recruit members who provide the Board with the breadth of skills and experience required for the Board to fulfill its task in the best way. Erikshjälpen's board should have an even gender distribution and take advantage of the added value that arises when people of different ages and from different life backgrounds meet and interact.

More detailed instructions for the nomination committee can be found in the document Instructions for Erikshjälpen's nomination committees.

 

1.9 Meetings of the Management Board

The Board normally meets five times a year. On two of these occasions, the Board meets for two days to allow time for strategic discussions. The annual plan with meeting dates is set before each financial year. Extraordinary Board meetings are held when a majority of Board members so request.

Where appropriate, the Board meeting may be held by telephone or per capsulam.

The matters to be dealt with at the various meetings of the Board during the financial year are set out in the Board's annual plan.

 

1.10 Minutes and meeting documents

Minutes are taken at Board meetings and distributed to Board members, the management team and the auditor. Original minutes, once approved, shall be kept in a locked archive. Copies of minutes, whether physical or electronic, shall be handled in such a way as to prevent unauthorized disclosure.

The necessary preparatory material, including the agenda, shall be sent out at least seven days in advance of the Board meeting.

 

1.11 Disqualification

Members of the Board of Directors do not participate in the preparation of and decisions on matters in which, for financial, personal or other reasons, they may be suspected of having a personal interest.

 

1.12 Evaluation

The Governing Board shall evaluate its work, working methods and these Rules of Procedure annually. The evaluation shall cover the following areas:

  • governance and accountability
  • strategies, networks and alliances
  • activities
  • management and organization

 

1.13 Meeting with the auditor

At least once a year, the Governing Board shall meet with the Foundation's auditor to discuss the Foundation's management, financial situation and internal control procedures.

 

1.14 Fees and conditions

Fees and conditions for members of boards and nomination committees are set each year.

Fees and travel expenses are paid for:

  • Meeting of the Management Board or the Nomination Committee.
  • Meeting of a working group set up by the Governing Board, where the task is linked to the role of Governing Board member.
  • Participation in a course/conference decided by the Board or the Chair.
  • Mission initiated by the Secretary-General, e.g. establishment.

Requests for fees and travel expenses are made on the appropriate form.

The level of remuneration can be found in the document Fees and conditions for elected representatives on the boards and nomination committees of EH and ESH.

 

1.15 Board members' travel and professional development

In order to give board members the opportunity for skills development and insight into project activities, members shall be offered the opportunity to visit Erikshjälp's project countries. Prior to such a trip, the purpose of the trip and the member's assignment (information gathering, evaluation, representation, etc.) including a complete daily program must be determined in consultation with the Secretary General and documented in writing. For information on travel allowances, please refer to the document Fees and conditions for elected members of the Boards and Nomination Committees of EH and ESH.

Competence development can also take place via in-depth days organized in connection with board meetings, courses, conferences, network meetings and in-depth material via the intranet.

 

1.16 Period of validity

These rules of procedure and decision-making shall be adopted by the Management Board for a period of one year. A delegation may be revoked during its period of validity by special decision.

2. the Secretary-General

2.1 Overall responsibility

The Secretary General (SG) leads Erikshjälpen's activities and is responsible for the Foundation's day-to-day management according to the Board's guidelines and instructions.

GS shall manage and develop the activities in accordance with the Foundation's purpose, statutes and values, ensure good quality in activities and interventions , and work to maintain and deepen the trust of donors and the public.

GS also has a specific mission to carry the fundamental identity of Erikshjälp, as expressed in the document "In the service of love".

GS also has the responsibility and mandate, in accordance with the organizational decision in January 2016, to act as ultimately responsible for the overall activities of Hela Erikshjälpen. This currently includes the foundation and Erikshjälpen Second Hand, but GS also has the mandate to lead the work of diversifying and broadening the activities in accordance with the foundation's basic statutes.

The SG chairs the Joint Management Team, which also includes the Executive Director of ESH.

GS also has the task of being available as chairman of Erikshjälpen Second Hand, in order to strengthen the ties between the parent and subsidiary organizations. However, the Board of the Foundation may, in consultation with GS, choose to appoint someone else as chairman of ESH if there are good reasons to do so. In leading the ESH Board, the GS is supported by a deputy, who is also appointed by the Foundation Board in consultation with the GS.

 

2.2 Financial management

GS is responsible for ensuring that Erikshjälpen's financial management is managed in accordance with the budget adopted by the Board and applicable financial guidelines.

The SG shall ensure that the Foundation's accounts are kept in a satisfactory manner in accordance with generally accepted accounting principles and practices.

The SG is responsible for ensuring that the organization has effective internal control procedures and that measures are taken to prevent all forms of irregularities.

 

2.3 The Secretary-General and the Management Board

GS shall keep the Board informed about Erikshjälpen's activities and financial conditions. GS is responsible for ensuring that the Board receives a thorough basis for decision-making in order to make decisions about Erikshjälpen's activities.

The SG is also responsible for ensuring that the decisions taken by the Board are communicated to staff and that they are implemented.

The GS prepares the Board meetings in consultation with the Chairman of the Board and the Working Committee. Notices and mailings shall be sent out in accordance with established procedures and practices.

In the event of suspected irregularities or other malpractices in the activities, in the event of major deviations from the budget and the business plan, the SG, through the Chairperson, shall immediately inform the Board of the situation that has arisen and the measures taken.

 

2.4 Operational and staff responsibilities of the Secretary-General

The GS manages the Foundation's activities and is responsible for its organization and business planning. The SG is mandated to define the Foundation's organizational structure and the job descriptions of the heads of departments, and must regularly update the Governing Board on major changes being implemented. The Board annually establishes a plan for the internal control activities to be carried out during the year. GS ensures that Erikshjälpen has a functioning internal control and that decided control activities are implemented. This work includes monitoring that Erikshjälpen lives up to its commitments according to Giva Sweden's quality code and compiling a so-called impact report for each financial year.

GS is responsible for ensuring that Erikshjälpen has a long-term sustainable recruitment policy that ensures that the organization can recruit and retain the right staff with the right skills. GS shall ensure that Erikshjälpen's employees have a good and safe working environment, that all employees are given the opportunity for personal development and that Erikshjälpen otherwise fulfills the obligations of a responsible employer.

See also "Erikshjälpens Personnel and Recruitment Policy".

 

2.5 Delegation from the Board to the Secretary-General

The powers of attorney and signatory powers of the GS are set and confirmed annually by the Board. In addition to the powers set out in the relevant decision-making protocol, the Board of Directors has delegated to the GS to take decisions on:

  • approval of humanitarian and social interventions and development projects within the established budget
  • reallocation of resources within the agreed budget
  • new interventions funded by institutional donors and initiated during the current financial year
  • to decide, in addition to the established budget, on purpose costs financed by Erikshjälpens own funds (balanced capital) up to a total of a maximum of 2 million Swedish kronor (SEK) per budget year, where unforeseen needs arise within existing operations
  • Erikshjälpen's asset management
  • maintenance, renovation and remodeling of Erikshjälpen's properties
  • to employ staff
  • termination of employment
  • to conclude local collective agreements
  • sub-delegation to other officials in the Registry

 

As stated under 1.3, the project budget and the allocation of funds between countries and projects, as well as the establishment of Regional offices, country offices and future workshops, are prepared by the International Department and the Sweden Department respectively and decided by Secretary-General.

 

 

2.6 Period of validity

The responsibilities and job description of the SG are determined by the Governing Board for one year at a time. The delegation may be revoked during its term by special decision.

3. Erikshjälpen employees

3.1 Management

The SG is the head of the Foundation's activities and takes decisions in accordance with the established rules of procedure and decision-making (see Chapter 2 above).

The Deputy Secretary-General of the Foundation is appointed by the SG. In the absence of the SG, the Deputy Secretary-General acts as acting head.

The SG has the freedom to design the Joint Management Group (JMG), to allocate operational, budgetary and human resources responsibilities in his/her managerial organization, and to determine the arrangements for ongoing operational information to the Board.

 

3.1.1 Joint Management Team

The GLG plays a central and strategic role in the management and development of a cohesive Erikshjälpen; this is underlined not least by the fact that ESH's Executive Director is part of the GLG.

GLG looks at the needs and opportunities of the whole, and keeps the issue of future business diversification alive.

The GLG is complemented by specific operational management teams. The operational managers develop their management structures in consultation with the Secretary-General.

The GLG ensures that common functions, such as administration, finance, HR, communication, procurement, etc. are coordinated appropriately.

To promote new forms of cooperation, with a focus on the whole, there is also ongoing coordination on joint processes, such as the work on Sweden, establishments, environment & sustainability and various future projects. For each specific project/process, GLG develops a mission statement together with the responsible managers and challenges various individuals in the organization to step into roles as convenors and project managers.

The ESH Executive Director is accountable to his/her own Board of Directors, which is also responsible for the recruitment/removal of the Executive Director and the setting of his/her terms and conditions. At the same time, the Executive Director of the ESH is fully part of the GLG and has to follow the direction set there.

 

3.2 Signature and powers of attorney

Signatories and subject-specific authorizations are determined annually by the Board of Directors and can be supported by extracts from the minutes. In the event that any wording in this document conflicts with a delegation decision formulated in the approved minutes of the Board, the Board decision shall take precedence. GS and the chairman, two in conjunction, are entitled to give power of attorney to employees, two in conjunction, to obtain authorizations to accounts and securities deposits, receive and acknowledge the funds, securities and other things that Erikshjälpen Insamlingsstiftelsen has at its disposal at the post office, bank or equivalent.

 

3.3 Scheme of delegation

The starting point for this working and decision-making system is that decisions should be taken by the person with the best overview and knowledge of a given issue. This requires clear objectives for the performance of different activities and regular Monitoring of the decisions taken.

Decisions relating to the activities of the departments are taken by the respective Head of Department. A more detailed description of the responsibilities and authority of the heads of department can be found below in section 4. The head of department can delegate responsibility for specific activities/projects to their employees. In this document, delegation means an authorization to make decisions that also entail a financial or legal commitment for Erikshjälpen. The ongoing decisions that are naturally part of an employee's duties are based on a so-called power of attorney and are therefore not explicitly regulated in the delegation scheme.

An up-to-date list of delegates (staff members with specific delegated tasks and powers) and their responsibilities must always be available in the finance department. In case of absence, the immediate superior acts as a substitute in the first instance. Substitutes may also be appointed within the organization where appropriate (time period should always be specified).

 

3.4 Attestation procedures

One of the most important prerequisites for ensuring secure and well-functioning financial management and internal control is that the organization has clear authorization procedures and that these are followed and respected. See Annex 1 - Authorization and delegation matrix.

The main principle is that each payment should be certified by two persons. Final certification is normally done by the SG, the Deputy Secretary-General or the Head of the Administrative Department. Should these be absent, the right of final certification may be delegated to one of the other heads of department. Such a decision is taken when necessary and communicated in writing with an indication of the period of validity to the financial officer.

 

3.4.1 Wages

Salaries are the largest fixed cost of the organization. At the end of each month, the heads of department certify the employees' digital time sheets, which form the basis for salary payments. The certified time sheets are then forwarded to the payroll officer. Before the payment of salaries is executed, the checklist is finally certified by the GS or the head of the administrative department.

 

3.4.2 Supplier invoices

The supplier invoices are received by the financial officer, registered, posted, scanned and then sent for certification. Invoices are pre-certified by the head of department and finally certified by the SG or the head of the administrative department.

 

3.4.3 Project funds

Disbursement of project funds is made according to a specially established procedure. See Annex 2 - ERIKS - Work process Flowchart - Agreement, requisition and disbursement.

4. Heads of department

The Heads of Department are subordinate to, and report directly to, the SG. In managing the activities of the various departments, the Heads of Department must take account of the strategies and objectives adopted by the Management Board. In support of this, an annual business plan shall be established. Coordination of the departments' planning takes place in the Management Group.

It is the responsibility of the heads of department to

  • be responsible for the development, management and coordination of the work of the department.
  • be responsible for the management of work, staff and health and safety issues within the department.
  • after consultation with the SG and the HR Manager, recruit staff.
  • be responsible for the financial resources of the department within the limits of the established budget (for a more detailed scheme of delegation of funds for international projects, see Annex 3 - Mandates and Delegation for International Programmes)
  • sign contracts or make purchases not exceeding Swedish kronor (SEK) 250 000 within the existing budget. In the case of contracts or purchases exceeding SEK 250 000, decisions are taken after consultation with the SG.
  • approve unforeseen costs and revisions to the established budget for the activity up to Swedish kronor (SEK) 200 000 per financial year.

 

5. The heads of unit

Heads of Unit are subordinate to, and report to, the respective Head of Department. The heads of unit are responsible for conducting activities in accordance with the established budget. The heads of department have overall responsibility.

It is the responsibility of the heads of unit to:

  • be responsible for the development, management and coordination of the unit's work in accordance with
    overall strategies, policies and guidelines.
  • be responsible for the implementation of agreed activities.
  • be responsible for the management, staffing and health and safety of the unit.
  • to recruit staff after consulting the Head of Department.
  • be responsible for the Unit's financial resources within the established budget (for a more detailed scheme of delegation of funds for international projects, see Annex 3 - Mandates and Delegation for International Programmes)
  • to sign contracts or make purchases not exceeding Swedish kronor (SEK) 150 000 within the existing budget. In the case of contracts or purchases exceeding SEK 150 000, decisions are taken after consultation with the head of department.

6. annexes

Annex 1 - Authorization and delegation matrix

Provides an overview of the Board's responsibilities and the Board's general delegation to the Secretary-General, Heads of Department and Heads of Unit, as well as specifically delegated powers of attorney and signatories. The general ones are revised as necessary, while the specific ones are updated every year. The Annex is approved annually in conjunction with the Board's Rules of Procedure and Decision-Making.

 

Annex 2 - Mandates and Delegation for International Programs

Contains detailed rules on delegation of funds for international projects. Revised as necessary and approved annually in the context of the Board's Rules of Procedure and Decision-Making.

7. Related documents

Instructions for Erikshjälpen's nomination committees

Describes the structure and functioning of the two nomination committees (EH and ESH) including coordination between them. Owned by EH and ESH boards and revised as necessary.

 

Remuneration and conditions for elected members of the boards and nomination committees of EH and ESH

Includes levels of fees and travel allowances for members of the boards and nomination committees. Owned by EH and ESH boards and revised annually.

 

Guidelines for the staff representative on the Foundation Board

Describes the rights and obligations of the staff representative. Owned by the EH Board and revised as necessary.

 

Checklist introduction of board members EH

Contains elements that board members should be briefed on when they take up their duties. Owned by EH Board and revised as necessary.

 

Responsibilities of board members in a foundation board

Describes the legal and financial responsibilities of members of a foundation board by describing extracts from legal texts and regulations. Owned by the finance department and revised as necessary.

Published: 01 August 2025

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