Appendix A: Terms of Reference Template

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Appendix B: Advisory Group Draft Application Form

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Appendix C: Declaration of Interest

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Appendix D: Conflict of Interest and Code of Ethics

See https://ihtsdo.freshdesk.com/support/solutions/articles/4000054392-where-can-i-find-the-conflict-of-interest-and-code-of-ethics-policy-

Background

IHTSDO is committed to adhering to the highest level of corporate governance practices. The establishment of the Management Board and appropriate board governance policies and procedures is paramount to the success of the organization. The Management Team reports directly to the Management Board and is responsible for the day-to-day operations of the organization. In the running of the organization and in engaging with the Community of Practice, the Management Team must have an agile vehicle to allow it to gather experts from around the world to provide advice and other contributions to the organization. These "Advisory Groups" will be key elements in the progression of the organization and will change over time, depending on the strategies, business directions and requirements of SNOMED International. The Advisory Groups will also maintain the organization's strong links to the Community of Practice.

This manual is designed to provide the Management Board, Management Team and Advisory Group members with an overview of the Advisory Group structures and the policies by which these groups will be governed.

Intended Audience

This Advisory Group Manual is intended for the entire SNOMED International community.

Scope

This document outlines the high-level governance policies and processes of the Advisory Groups and does not include operational policies and procedures, which may be found elsewhere.

Guiding Principles - Core Competencies

The Guiding Principles provide a framework within which the Advisory Group recruitment process can operate. It is understood that circumstances may arise which require the organization to determine the appropriate course of action, dependent on the situation.

• A Nominating Committee administers the Advisory Group recruitment process.

• Appointments should be based on merit and a determined need and fit with the current organizational requirements for each Advisory Group.

• The chair of each Advisory Group that uses the expert nomination process (previously called "standard" nomination process) submits skills matrix requirements as part of the Terms of Reference, and that matrix forms the basis for selection from the nominations.

• Advisory Groups that include Member-based nominations will seek a nomination from an authorized person within each Member country. Unless otherwise specified the authorized person will be the Member Forum representative. A description of the nominee's role or responsibility within the Member country should be put in the Terms of Reference and in the call for nominations so that the Member can identify the most appropriate person to nominate. SNOMED International will accept the Member nominees for these Advisory Group roles subject only to any specific provisions related to term length and required levels of participation.

• Inclusiveness – The expert nomination process is an open process where nominations may be submitted from the Community of Practice, Member countries, Vendors and all other stakeholders. Prospective nominees are assessed based on the skills matrix of each Advisory Group.

• It is expected that Advisory Group members from both the expert nomination process and the Member-based nomination process will have the following core competencies and attributes:

• thorough understanding of the responsibilities of the Advisory Group

• willingness to abide by the Conflict of Interest Policy as outlined

• high ethical standards and integrity in professional and personal dealings

• ability to work as a collaborative team member

Some Advisory Groups utilize a "Expert" (previously called "Standard") nomination process, which is an open to all. Appointment decisions are made by a Nominating Committee using a skills matrix and a desire to create a forum with a diversity of perspectives.

Other Advisory Groups utilize a system of "Member-based" nominations. The approved Terms of Reference describe these specifications. Member-based nominations are used when SNOMED International (SI) seeks to create a forum so that SNOMED International staff can work closely with SI Members.

In April 2015, the General Assembly decided that travel expenses to attend SI-approved meetings or other events should be handled differently for these two groups. SI should offer Advisory Group members coming from the standard nomination process travel expense reimbursement, with funds coming from the appropriate line of business or project budget. Advisory Group members coming from the Member-based nomination process should seek travel funds from the sponsoring Member.

Expert nomination process is used by:

• SNOMED CT Editorial AG

• 2 positions in E-Learning AG

• Modeling AG

• Terminology Release AG

Member-based nomination process is used by:

• Content Managers AG

• Most of E-Learning AG

• Tooling User AG

The Nominating Committee consists of AG Chair(s) and AG Chair recommendations are presented to the CEO for final approval.

The Nominating Committee is responsible for:

• Reviewing applications received in relation to the vacant position.

• Approving changes to the skills matrices or Terms of Reference of the Advisory Groups;

• Doing the final selection of candidates for appointment to the Advisory Groups;

The nomination and selection period for all the Advisory Groups is between the April and October business meetings unless there is a reason, approved by the Nominating Committee, to do otherwise.

The responsible Management Team member assesses the needs and requirements of the Advisory Group.

For "Expert" positions, the AG Chair revises the skills matrix, which must align with the Advisory Group Terms of Reference. The AG Chair then assesses the current composition of the group (if any) to assess the experience of each current Advisory Group member against the matrix. Any gaps in skills and/or experience that emerge form the basis for the selection criteria for new members during the next nomination period (see #5 below). AG Chairs review members performance annually.

For "Member-based" positions, the AG Chair develops or revises a position profile, describing the skills required for the AG.

For "Expert" positions, the AG Chair reviews the skills matrix, incorporating the selection criteria identified during the needs assessment and highlighting the specific skills that complement the attributes of the incumbent membership.

For "Expert" positions, SI uses an open nomination process to identify qualified candidates who fit the position profile and have an interest in serving on the Advisory Group. Applications are accepted and collated by the Corporate Services Team.

For "Member-based" positions, Members (usually the Member Forum representatives) are contacted with the position profile and asked to submit basic information on the candidates, such as name, title, contact information, and description of why the person is appropriate for the position.

AG Chairs review the Nomination Forms (see Appendix B) received from potential candidates, the Skills Matrix, and considerations of multiculturalism and broad market-based regional understanding (e.g. not selecting only people from one or two countries).

The Corporate Services Team forwards the AG Chairs' recommendations to the CEO for approval and with approval, AG Chairs inform the candidates as to whether or not they have been selected, and follows up with important information about the Advisory Group.

Background on IHTSDO and Corporate Governance

Owned and governed by international Member countries, SNOMED International is a not for profit organization that works on behalf of the healthcare system and provides full support to its global Members and licensees, ensuring that the combined resources achieve significant shared benefits that resonate around the world.

The Objects of the IHTSDO Association, as set out in the Articles of Association, are "the advancement of the health of humankind, in particular by facilitating better health information management and by that means and otherwise contributing to the improved delivery of care by clinical and social care professions, including through:

• facilitating the accurate sharing of clinical and related health information, and the semantic interoperability of health records;

• encouraging global collaboration and cooperation with respect to the ongoing improvement of the consistent us of health terminologies and standards; and

• providing the foregoing on a globally coordinated basis."

Corporate Governance is the process and structure used to direct and manage the business affairs of an organization with the objective of enhancing value to the organization and ensuring the financial viability of the business. The process and structure define the division of power and establish mechanisms for achieving accountability among the General Assembly, the Management Board and the Management Team. The direction and management of the business should take into account the impact on other stakeholders such as employees, Members and vendors.

The governance structure of SNOMED International encompasses multiple tiers. The General Assembly (GA) has the authority to make all binding decisions on all matters pertaining to the Association and its Articles of Association. It must be informed of the creation or dissolution of any Advisory Group.

Directly below the General Assembly is the Management Board. The role of the Management Board is to provide the strategic leadership necessary to establish and review the organization's strategic plan. The Board focuses on policy direction, with a clear distinction between the CEO and internal management roles and responsibilities. The high-level roles and responsibilities of the Management Board, as per the SNOMED International Management Board Governance Manual, are listed below.

Below is a summary of the high-level roles and responsibilities of MB directors:

• Be accountable to the GA for the smooth running of the organization;

• Act in the best interests of SNOMED International;

• Establish policies and procedures with regards to how the MB will conduct its affairs, carry out its responsibilities, and exercise its powers;

• The CEO is appointed by the Board and is accountable for implementing the strategic policy decisions of the Board. The CEO accomplishes his/her duties by hiring and directing senior staff (Management Team members) in planning, organizing and controlling activities of the organization.

• The CEO is accountable to the entire Board. All authority delegated to staff flows through the CEO, so that all authority and accountability of SNOMED International staff rests with the CEO. The individual performance of the SNOMED International staff remains the prerogative of the CEO and his or her direct reports.

• The CEO will not perform, allow or cause to be performed any act that is unlawful or not in keeping with accepted business and professional ethics, as judged by the prudent person standard.

The Management Board meets face-to-face a minimum of three times a year and holds at least three additional teleconferences annually. Special meetings of the Board may be convened as required. Additional meetings will be conducted generally via teleconference or electronically. Two of the face-to-face meetings will be held during the organization's business meetings in April and in October of each year.

The General Assembly meets twice a year in October and April to fulfill its duties and may meet additionally by teleconference or electronic communication.

The Management Team meets regularly but at minimum quarterly to fulfill its duties.

The Advisory Groups meet based on a schedule outlined by the applicable Management Team chair(s) of the group but not less than quarterly. Notes of the meeting will be posted on Confluence as a public record of advice provided by the group and other key points. The group may also choose to keep recordings of the meeting, which should be accessible to members of the Group and SNOMED International staff.

The SNOMED International Conflict of Interest and Code of Ethics Policy (see Appendix D) describes the principles and guidelines that the organization uses in general and for the Advisory Groups specifically.

In general, Advisory Group members must not attempt to promote personal or private interests which result, or appear to result, in:

• an interference with the impartial exercise of the group member duties;

• benefit or advantage by virtue of Advisory Group membership.

Disclosure of interest is a first step in avoiding or responding to a conflict of interest situation. However, full disclosure in itself does not necessarily remove a conflict of interest. Disclosure of potential, perceived or actual conflict of interest should be made by the Advisory Group member or by any other group member that notes a perceived conflict related to another member. Such disclosures should take place:

• before commencing as an Advisory Group member, or

• immediately upon becoming aware of a potential conflict of interest situation.

This disclosure requirement exists even if the group member did not become aware of the conflict until after a transaction had been completed.

Disclosure should be made in writing upon applying for an AG position using the Declaration of Interest Form (Appendix C).

If someone from an organization already doing business with SNOMED International applies for a position on an Advisory Group, the nature of the business should be laid out in the disclosure forms and senior management will make the decision on whether or not to accept the applicant and, if accepted, whether there should be any special rules, such as exclusion from discussion on certain topics.

For all new AG members, SNOMED International staff will add the declared potential conflicts of interest to the appropriate conflict of interest register in Confluence so that the interest is transparent to all AG members and SNOMED International staff.

Disclosure of a potential conflict is required as soon as a member becomes aware. If a group member is in doubt as to whether a situation involves a conflict, he or she should seek the advice of the Advisory Group Chair.

Disclosure should be through the submission of the Declaration of Interest Form (Appendix C) to the AG Chair or through an email to the AG chair, and during any meetings where the potential conflict may be relevant. The AG Chair or a designated SNOMED International staff members should add the potential conflict to the register in Confluence.

If a current AG member is looking to do business with SNOMED International, the AG member should, as soon as possible, disclose that to the AG chair, who should inform senior SNOMED International management (including the CEO). Senior management should decide on whether there is a real or potential conflict of interest and if so, what the consequences should be.

Each AG has a Conflict of Interest Registry in its Confluence space as a subpage of the Team Members page.

Each group member should update the list (1) as new potential conflicts of interest arise (for example, the group member assumes a new position on a board of another organization), and (2) once a year in October. If there are no new updates in October, then the "Last updated" date can be noted as a "Confirmed as accurate" date.

If an Advisory Group member is concerned that another member is in a conflict of interest situation, he or she should immediately bring this concern to the other person's attention and request that the conflict be declared. If the other person refuses to declare the conflict, the member should immediately bring his or her concern to the attention of the Advisory Group Chair and CEO.

Where the Advisory Group Chair and CEO have determined that a potential, perceived or actual conflict of interest may exist, disclosure of the situation may be made at the next meeting of the Management Board. The Board will determine what actions are necessary, if any, to deal with the situation.

Failure to disclose conflict of interest situations may be grounds for action up to and including termination of Advisory Group membership and termination of any contracts with the Advisory Group member's organization.

Although SNOMED International Advisory Groups are open to observers and operate transparently, AG members may become aware of confidential matters.

Advisory Group members shall at all times maintain the confidentiality of all information and records that are the property of SNOMED International and shall not make any use of such information unless and until it has been disclosed to the public. This obligation shall continue even after termination of Advisory Group membership.

This manual outlines the policies, procedures, and governance structure for the organization's Advisory Groups, which are designed to provide expert advice and contributions to the Management Team. These groups are considered "agile," meaning they can change over time based on SNOMED International's strategies, business needs, and requirements. The manual is intended for the entire SNOMED International community.

The manual covers various topics, including the purpose and governance of the Advisory Groups, their structure, principles, and ways of working. It also details the recruitment process for members, which can be either "Expert" or "Member-based" nominations, and provides guidelines for managing conflicts of interest and ensuring confidentiality. The document includes a yearly calendar outlining key activities for the Advisory Groups, such as submitting work plans and self-evaluations, and the recruitment period for new members.

Contents

Advisory Groups

Basic Guidelines

Purpose

Advisory Groups are established to conduct specific activities that contribute to the fulfillment of the Management Team's responsibilities or the organization's mandate. Advisory Groups are considered to be agile in nature, given the changing needs and direction of the organization, and therefore each group is reviewed on an annual basis to determine if the group is still required or if changes in the Terms of Reference are required. Advisory Group's members have specific skills and abilities related to that particular group.

The role of each Advisory Group is to provide advice to the applicable Management Team member(s) on specific areas that are included in the Terms of Reference to further the knowledge and direction of the organization. Generally, Advisory Groups develop at the beginning of each year a group work plan, determine whether Task and Finish sub groups are required, outline any resource requirements, and lay out a set of measures in order to measure the progress of the applicable group work plan.All work plans are to be submitted to the CEO annually for review and approval. Some Advisory Groups, such as a user group, do not have work plans due to their nature.

The organization, with the approval of the Management Board, may elect to seek approval for a separate budget item in the annual budget to assist the Advisory Groups in the completion of their approved work plans.

Principles

SNOMED International was founded on the principles of openness, transparency, communication and accountability to its Members. Transparency requires dialogue and participation in a democratic process. While Group members have primary responsibility for the work of the Advisory Group, its meetings are open to experts from around the world.

Members are responsible for supporting the Chair to ensure conflicts of interest relating to matters at the Group are identified, documented and dealt with appropriately.

Whilst it is the intention to support, openness, transparency and communication, abiding by the principle of accountability may require management of matters of a probity nature to be dealt with under specified circumstances.

The Terms of Reference of each Advisory Group will include at least the following elements and must be submitted for approval initially by the CEO with final approval given by the Management Board.

• Purpose

• Scope

• Membership

• Responsibilities

AGs that utilize the expert nomination process must have a skills matrix.

The Terms of Reference will be posted publicly in keeping with the principles of openness and transparency.

Assessing Advisory Group effectiveness is an important responsibility. Every year by the end of September, the Advisory Group must complete a self-evaluation that examines the progress of the group, achievement of goals against the approved work plan or objectives and a statement to the CEO and Management Board on whether the Advisory Group is still required, should be dissolved or if there are recommended changes.

The Advisory Group Terms of Reference will also be reviewed annually to determine whether changes should be made.

With the exceptions noted below, each appointed Advisory Group Member serves on the group for a period of two years and may be reappointed once. A staggered process is utilized, whereby there is a turnover of members of approximately fifty percent in any given cycle of election.

Terms generally run from from 1 October until 30 September two years later.

When a position is open outside of normal terms of service, the AG chair may choose whether or not to fill that position before the normal May to September recruitment period. For Member-based nominations, this decision may be facilitated by a Member country nominating a new AG member.

Exception to the two-year term: During the initial start-up period of an Advisory Group, approximately half the Advisory Group members will be appointed to a three-year term instead of a two-year term so that their terms can be staggered and the Advisory Group can have some continuity.

An Advisory Group member, whether selected by SNOMED International or appointed to represent a Member country, may not serve for more than five years cumulative across the Advisory Groups unless granted approval by the CEO and Management Board. To request approval, the AG Chair submits the request and explanation to the CEO. If approved, it should be forwarded to Corporate Services for inclusion in the next Management Board meeting agenda.

Advisory Group meetings will operate under the following guidelines:

• Regular attendance by Advisory Group members is encouraged in order to minimize the need for repetition of discussions.

• Face-to-face meetings are held approximately two times a year. SNOMED International offers travel funding for those traveling on behalf of SNOMED International through the "Expert" nomination process; those AG members who represent Member countries ("Member-based" nominations) should seek funding from the Member country.

• Conference calls are scheduled at intervals determined by the status of the work of the Group, at the discretion of the Chair, taking into account the advice from members of the Group.

Advisory Group meetings are open to non-members, who will be known as observers. Observers are welcome to attend and contribute to meetings. Observer participation is facilitated by making the meeting schedule and joining details publicly available.

Observers must respect the need for the Advisory Group to reach conclusion in its discussions and may not participate in any voting. Observers may be excluded from certain discussions if the majority of the Group members feel that the discussions need to be held in private.

AG terms run from October to September. AG work plans run from January to December.

January

• AG work plans due to CEO for approval.

April

• Some AGs will hold face-to-face meetings at the April business meeting.

• Announcement of AG member's terms that are coming to end at the end of the year.

• Advertise positions that are coming available.

May to September

• Recruitment for new AG members for terms that are ending in September.

Mid-year

• When appropriate, AG Chairs submit budget requests for the next calendar year. The SNOMED International work plan and budget are developed after the April conference and approved at the October conference, so budget items for the following calendar year should be submitted for approval mid-year. Whether funds could be allocated to a project at other times of year depends on circumstances. The Advisory Group Chair should contact the Executive Lead - Finance & Corporate Services.

September

• AG self-evaluations are due. CEO in consultation with others decides whether the AG will continue for another year (presumably a decision to shut down or significantly change an AG will have been building for some time, meaning the recruitment of new members would have already been altered appropriately).

• AG Chair reviews the Terms of Reference to see if any updates are needed. If so, the revisions should go to the CEO and Management Board for approval.

• 30 September marks the end of some AG members' terms.

October:

• Newly chosen AG members begin their terms on 1 October.

• Some AGs will hold face-to-face meetings at the October business meeting, where they will try to make significant progress. on work items and begin discussing their new work plans, which are due to the CEO by early January.

• AGs also must review and update their Declarations of Interests.

December:

• Finalization of work plans for the next calendar year.