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    Fortin
    20.11.2018 20:37
    EMEA 119881135 v1 [119881135_1.docx]
    Summary Description of the Structure and Governance Framework of the Fairtrade Africa
    1. Glossary
    For the purposes of this document, the following words and terms shall have the following meanings.
    a) “Annual General Assembly” or “AGA” means the mandatory ordinary annual Assembly of the Company’s Members as set forth in the Company’s Constitution
    b) ”Company” means Commerce Equitable Afrique trading as Fairtrade Africa, incorporated in the Republic of Kenya.
    c) “Company’s Board” means the Company’s Board of Directors.
    d) “Company`s Chair” means the chair of the Company`s Board.
    e) “Company’s Constitution” means the Company’s Memorandum & Articles of Association.
    f) “Committee(s)” means the standing committee(s) installed by the Company’s Board from time to time as provided in the Company’s Constitution and the Fairtrade Africa Board Rules of Procedure.
    g) “Congressmen/women” means the representatives of the Producers having the right to participate and vote in one of the 4 (four) Regional Producer Congresses.
    h) “Delegate(s)” means the persons elected by the Regional Producer Congresses (based on the principle of 1 (one) Delegate per 10 Producers (rounded)) to represent the Producers from the region of their respective Regional Producer Congress as the Company’s “Member(s)” in the Company`s General Assemblies.
    i) “Director” means a member of the Company’s Board.
    j) “ED” means the Executive Director of the Company heading the Secretariat, as set forth in the Company’s Constitution and the Fairtrade Africa Board Rules of Procedure.
    k) “General Assembly” means both the ordinary (Annual General Assembly) and the extra-ordinary Assembly of the Company’s Members as set forth in the Company’s Constitution.
    l) “Fairtrade Africa Organization” means the Company, its Members and staff.
    m) “Fairtrade International” or “Association” means Fairtrade Labelling Organizations International e.V., incorporated in the Federal Republic of Germany.
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    n) “Fairtrade International Constitution” means the Articles of Association (“Satzung”) of Fairtrade International/the Association.
    o) “Fairtrade Principles” has the meaning as described in item 9 of this document.
    p) “Fairtrade Standards” means the Fairtrade International’ producer standards to which the Producers are certified.
    q) “Fairtrade System” means Fairtrade International, its subsidiaries, as well as all of its “Members”, “Applicant Organizations” and Fairtrade Marketing Organizations.
    r) “Member(s)” means, unless the context in this document otherwise provides, the members of the Company as described in the Company’s Constitution, meaning the Producers.
    s) “NC” means the Company`s Nominations Committee
    t) “NFO(s)” means the National/Regional Fairtrade Organizations being, besides the 3 (three) “Producer Networks” of the Fairtrade System, the other “Members” of Fairtrade International/the Association.
    u) “Organization Code” has the meaning as described in item 9 of this document.
    v) “Producers” means the African and Middle East organizations and legal entities that are certified to Fairtrade International’s producer standards, including, except where otherwise provided in this document, the employees, workers, miners, artisans or equivalents of these organizations or legal entities.
    w) “Regional Producer Congress(es)” has the meaning as assigned to it in the Company’s Constitution and in item 4 of this document.
    v) “Secretariat” means the central office and its management and staff (excluding, for the avoidance of doubt, the Company’s Board) headed by the ED, as described in item 7 of this document.
    w) “Stakeholders” means any and all individuals or groups of individuals with an interest in the Company’s and the Producers’ success in delivering its intended results. For the purposes of this document it shall include (without limitation) all those who contribute to the Company’s and the Producers’ work financially (in particular funders/donors and finance providers) or in kind, traders, civil society organizations or those who have a mandate to represent Producers and can help the Company and/or the Producers to address the needs of the Producers. It shall include Fairtrade International, other Fairtrade networks and the Company’s employees.
    2. The Producers
    The Fairtrade Africa Organization is all about the Producers.
    a) As prominently stated at the outset of the Company’s Constitution, it is the object of the Company to
    i. promote the social and economic development of farmers and workers in Africa and the Middle East, including their families and communities;
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    ii. represent the interests of the Producers in the countries of Africa and the Middle East within Fairtrade International and to help them maximize the benefits of being certified to Fairtrade Standards; and
    iii. encourage and facilitate the participation of the said Producers in all matters relating to the Company as its primary stakeholders.
    Equally, the Fairtrade International Constitution provides that the purpose of Fairtrade International is to promote the development of co-operation leading to sustainable development by means of improving the position of disadvantaged producers and workers in countries of the developing world, working as small – scale producers and as worker organizations. Further, the purpose of Fairtrade International aims at facilitating the access to markets for the goods and services coming from these target groups.
    b) The entire Fairtrade System is based on the two pillars, namely, on the one hand, the Producers in the Global South and, on the other hand, the other members of the Fairtrade System (in particular the NFOs) who bring the Producers’ products (with or without further processing, packaging, labelling or other services) to market, in particular in the Global North.
    c) As described below, it is the essence of the Fairtrade Africa Organization that the Producers will hold a majority representation at all governance levels of the Fairtrade Africa Organization.
    3. Commerce Equitable Afrique (the “Company”)
    The legal name of the Company is Commerce Equitable Afrique (the “Company” also trading as “Fairtrade Africa”) which is incorporated in Kenya as a not – for – profit organization having the legal form of a “Company Limited by Guarantee and not having a Share Capital”. The Company is owned Fairtrade Certified Producers in Africa and the Middle East (the “Producers”). The Producers exercise their membership rights in the Company`s General Assembly through their Delegates and, in the Company`s Board, through their representatives in the Board as elected by the General Assembly.
    Details of the Company’s legal structure and organization are stipulated in the Company’s Constitution.
    4. The Four Regional Producer Congresses
    a) As provided in the Company’s Constitution, four (4) Regional Producer Congresses, one established in each of the four regions of Africa and the Middle East, offer the Producers a platform to share knowledge, experiences and information to help them maximize the benefits of being certified to Fairtrade Standards and constitute the platform through which the Producers elect Delegates to the General Assembly and nominate members to the Company`s Board.
    b) The Company shall provide a set of rules and procedures for these Regional Producer Congresses (“Regional Producer Congress Rules of Procedure”) to facilitate and help to align their work within the Fairtrade Africa Organization, ensure consistency with the Company’s Constitution and to ensure an orderly management based on the Fairtrade Standards and the Fairtrade Principles as set out, in summary form, in item
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    9.a) below. These Regional Producer Congress Rules of Procedure include, amongst others, as a minimum requirement,
    i. participation of under-represented groups, especially women and young people; and
    ii. rules for the election of Delegates to the Company’s General Assembly on the basis of 1 Delegate per 10 Producers (rounded numbers), ensuring that at least 10% of the Delegates come from “minor products” and that no gender accounts for more than 2/3 of the Delegates to the Company’s General Assembly. These Rules also provide for a rotation system of the Delegates so as to ensure a continuity of the Delegates` work.
    c) Each of the Regional Producer Congresses will nominate 4 candidates from amongst their Congressmen/women for the purpose of one of such candidates from each of the four Regional Producer Congresses to be elected by the Company’s General Assembly as a member of the Company’s Board, with such elections to be made for a term of 3 (three) years with a possible extension by 3 (three) years, amounting to a maximum aggregate term of 6 (six) years. The “Fairtrade Africa Board Rules of Procedure” provide for a rotation system of the Directors as the Company`s Members so as to ensure continuity of the Company Board’s work.
    d) It will be up to the Producers as participants in the Regional Producer Congresses to adopt any additional formal rules of procedure as they see fit.
    5. Company’s General Assembly
    a) The Company’s General Assembly is the highest authority of the Company and is the forum through which the Producers, through their Delegates, exercise their responsibilities and powers as owners of the Company. All voting rights are vested in the Delegates elected as described in 4.b) ii. above.
    b) The Company’s General Assembly shall, in particular, have the following tasks:
    i. Approval of any changes to the Company’s Constitution and all principal matters relating to Company’s governance structure and processes;
    ii. Providing the forum for the Producers, acting through their Delegates, to be mutually accountable for ensuring effective representation and participation of all Stakeholders appropriate to their membership in the governance;
    iii. Review of its own arrangements for its structure and composition and revision of such arrangements as necessary to provide reasonable balance of fair, effective and efficient representation;
    iv. Approval of any changes to the legal registration of the Company;
    v. Election of the members of the Company’s Board from the nominations made and submitted by the Regional Producer Congresses (as far as the members of the Company’s Board are concerned who are to be elected from such nominations made by the Producers in the Regional Producer Congresses) and of the independent members of the Company’s Board as proposed by the
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    Company’s Board, all such nominations, selections and elections following the process in place of the Nominations Committee;
    vi. Motions to recall the election and appointment of individual members of the Company’s Board or of the entire Board for important reasons;
    vii. Appointment of the independent financial auditors and receiving their reports;
    viii. Approval of the annual report and accounts of the Company for the preceding year and discharge of the Company’s Board’s responsibility for the previous year;
    ix. Approval of long-term strategic plans developed through consultation with the Producers/Delegates and Stakeholders.
    Any tasks not specifically reserved by law or by the Company’s Constitution shall be delegated to the Company’s Board, except that such delegation may be revoked or amended by the vote of two-thirds the total votes of the General Assembly.
    c) There shall be at least 1 (one) General Assembly during each financial year of the Company (called “Annual General Assembly”) which will deal in particular with the matters referred to in b) i.-ix. above. Such Annual General Assembly shall not take place later than 15 months after the date of the Annual General Assembly of the preceding year. In addition to the Annual General Assembly, there may be further “Extraordinary General Assemblies”, if convened by the Company’s Board or at the request in writing of not less than one-third of the Members, addressed to the Board, with a proposed agenda, in which case that Extraordinary General Assembly will take place not less than sixty (60) days after such request.
    d) All resolutions made by the General Assembly require, in order to be valid, an affirmative vote of a simple majority of the votes cast, provided that such majority includes a majority of Delegates from each of at least two Regional Producer Congresses. In addition, it will be necessary for a decision to be valid that in each case a sufficient number of persons is present who have the right to vote at the General Assembly, namely at least one third (1/3) of the Delegates drawn from at least two Regional Producer Congresses, excluding any Producers who are in default with any arrears of their membership fees or other amounts owed by them to the Company. Any changes of the Company’s Constitution shall require a majority vote of 2/3 (two-thirds);
    e) The General Assembly shall be chaired by the Company’s Chair, unless otherwise resolved;
    f) Details as to the giving of notices for the calling of a General Assembly, persons allowed to attend and to speak at General Assemblies, working language and other procedural items shall be as laid down in the Company’s Constitution and in the “General Assembly Rules of Procedure” as the same may two-thirds be amended from time to time.
    6. The Company’s Board
    a) The Company’s Board is the governing body of the Company and as such responsible for the strategic guidance of the Company, based on the mission of the Company and
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    the Fairtrade System as a whole. While the Company’s Board is in charge of all matters relating to the Company, it is also responsible for supporting and overseeing the ED (see item 7 below) and, through the ED, the management of the Secretariat. The Company’s Board is the legal representative of the Company.
    b) The Company’s Board shall be comprised as follows:
    i. 4 (four) Directors elected at the annual General Assembly, after their assement by assessment by the NCEach of the said four Directors shall be elected by the General Assembly from amongst the four (4) nominees drawn from each of the 4 (four) Regional Producer Congresses, i.e. 1 (one) Director to be elected from each Congress, all following the process in place by the NC;
    ii. The General Assembly shall also elect three (3) independent Directors who possess knowledge, skills or experience relevant to the business of the Company. They are to be elected from amongst candidates reviewed by the NC and recommended to the General Assembly.
    iii. 1 (one) of the Directors shall be nominated by the Company`s Board to represent the Company at Fairtrade International`s Board.
    iv. 1 (one) of the Directors as per (i) above shall represent workers employed by FLO certified Hired Labor Producer organizations.
    v. 1 (one) of the Directors as per (i) above shall represent certified small Producers’ organizations.
    c) The members of the Company’s Board (“Directors”) shall serve for a term of 3 (three) years, which term may be extended by another 3 (three) year term , aggregating to a maximum consecutive period of 6 (six) years. A person who has held office as a Director for a consecutive period of 6 (six) years shall retire for a period of at least 3 (three) years before being eligible for re-election. As stated above, the “Fairtrade Africa Board Rules of Procedure” provide for a rotation system of the Board’s Directors so as to ensure continuity of the Company`s Board’s work.
    d) The Directors shall elect amongst themselves the “Chair”, who will regularly chair the Board meetings and who, in case of voting at a meeting, shall have a casting vote, if no majority vote could be achieved.
    e) Considering the great volume, complexity and diversity of items to be discussed and resolved by the Company’s Board, the Directors may delegate their powers, within the constraints of the Company’s Constitution, to other persons or entities, in particular to the ED (see item 7 below) and Committees. At present, the Company’s Board has installed the following “Committees”:
    i. Finance and Audit Risk Committee
    ii. HR & Appeals Committee
    iii. Governance Committee
    iv. Nominations Committee
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    All of the Committees shall report to the Company’s Board and shall operate on the basis of their respective Terms of Reference as resolved by the Company’s Board.
    f) All details as to the calling and conduct of meetings, voting and other procedures as well as regarding the rights and responsibilities of the Company’s Board and its Directors are laid down in the Company’s Constitution and the Fairtrade Africa Board Rules of Procedure.
    General note: All of the above corporate bodies belong to the “governance level” of the Fairtrade Africa Organization. This level needs to be clearly distinct from the “operational level” of the Fairtrade Africa governance scheme. This operational level is headed by the ED. It includes, in particular, the entire management below the Board level and the Secretariat which reports to the ED. While the Company’s Board sets the general directions and strategies for the Company on the basis of the Producers’ resolutions made in General Assemblies and within the limits of the Company’s Constitution, the operational level is in charge of implementing, or helping to implement, the operational aspects of the decisions made on the governance level. Further, the operational level is in charge of all day–to–day matters of the Company. However, such allocation of responsibilities does not limit the overall responsibility and authority of the Company`s Board as provided in the Company`s Constitution.
    7. ED and the Secretariat
    a) The ED is responsible for the administration of the Secretariat and the Company’s day-to-day operations. The ED supports the Company’s Board in managing the Company. He or she is accountable to the Company’s Board. The ED’s responsibilities include, in particular,
    i. Developing business plans, budgets and strategies for consideration by the Company’s Board and, to the extent approved by the Company’s Board, implementing these plans, budgets and strategies;
    ii. Managing the Company in accordance with the plans and policies approved by the Company’s Board;
    iii. Identifying and managing operational risks on a daily basis and formulating strategies for managing these risks for consideration by the Finance and Audit Risk Committee and the Company’s Board;
    iv. Managing the Company’s current financial and other reporting mechanism;
    v. Monitoring the Company’s organizational compliance with the Company’s Constitution and all relevant legislation and regulations;
    vi. Providing appropriate leadership of, and direction to, the staff of the Secretariat, including setting standards and evaluating performance;
    vii. Ensuring that the Company’s Board and its various Committees are provided with sufficient information on a timely basis to enable them to fulfil their governance responsibilities;
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    viii. Bringing to the coming Board’s and any Committees` attention all material matters affection the Company or the Fairtrade System; and
    ix. Representing and promoting the Company and its objectives in the general public.
    x. Organizing and monitoring the implementation of, and compliance with, a Code of Conduct reflecting (with adjustments as appropriate for the Company and the regions covered by the Company) the Fairtrade System-wide Organization Code, once the same will have been adopted.
    8. Product & Country Networks
    a) Presently, there exist or, going forward, may come into existence networks of Producers regarding certain product groups and/or certain countries or groups of countries in Africa. These networks serve to provide a channel of communication and to advise Producers and staff of the Fairtrade Africa Organization in the respective regions and/or in regards to the respective product groups.
    b) Although not part of the formal governance structure of the Fairtrade Africa Organization, they continue to constitute an important element of aligning within the Fairtrade Africa Organization all product and/or regions related interests of the Stakeholders.
    c) Equally, outside the governance structure of the Fairtrade Africa Organization, other Stakeholders and Friends of Fairtrade who are not Producers or members of the Fairtrade Africa Organization’s staff, including traders, finance providers, civil society organizations, funders etc., will increasingly be invited and encouraged to participate in Fairtrade dialogues.
    9. Alignment within the Fairtrade Africa Organization and the Fairtrade System/ Fairtrade Standards and Fairtrade Principles
    All Producers are aligned amongst themselves and with the Fairtrade System as a whole through the Fairtrade Standards. Further, all Producers and staff of the Fairtrade Africa Organization and of the Fairtrade System as a whole are aligned and united in the joint pursuance of the objectives of the Company and of the Fairtrade System as a whole. These objectives include, in particular the principles of
     Transparency - act visibly & promote participation
     Accountability - Responsible use of power
     Inclusiveness - members involvement in its affairs
     Effectiveness & Efficiency - achieving objectives and accomplish its aims
     Objectivity - eliminating bias, have subjective evaluations relying on verifiable data
     Resilience & Sustainability – strength and future orientation
    These principles and their underlying values as well as their implementation will be reviewed and further developed within the Fairtrade System on a continuous basis. It is intended that there will be a Fairtrade System – wide “Organization Code” which, as a result of consultations made throughout the Fairtrade System, will lay down and describe in detail the Fairtrade System–wide values as well as the principles and policies deriving from such values.
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    10. Illustrative Chart
    The governance structure summarized in this document will be illustrated by a Chart which will become Annex 1 to this document.
    Approved by the Board of Fairtrade Africa (FTA)
    Signed …………………………………………. Date: …………………………………………..
    (Board Chair)

    03/04/2019 12:35
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