Governance & Board Charter

1. Purpose of the Board

The Board of Trustees provides independent governance and fiduciary oversight to AGCIH. The Board safeguards AGCIH’s mission, protects its institutional integrity, and ensures alignment with the Trust Deed and applicable laws.

The Board ensures that AGCIH’s work in governance, AI, digital transformation, and civic innovation remains disciplined, credible, and implementable — anchored in Zimbabwean and African institutional realities.

2. Role and Responsibilities

The Board of Trustees:

• Approves AGCIH’s strategic direction, institutional priorities, and major programmes.
• Oversees financial stewardship, risk management, and compliance with the Trust Deed and applicable legal requirements.
• Safeguards AGCIH’s independence, integrity, and public interest posture.
• Appoints, supports, and holds the Executive Director accountable for performance and values alignment.
• Reviews major partnerships, external engagements, and material institutional risks.
• Ensures AGCIH’s engagement with public institutions and partners remains professional, constructive, and non-partisan.

3. Board Composition & Expertise

The Board is multi-disciplinary by design. It brings together expertise that reflects AGCIH’s core governance mandate and the responsibilities of a public-interest trust.

The Board includes dedicated seats for:

• Legal, Governance & Compliance
• Gender, Inclusion & Equity
• Digital Transformation & AI Governance
• Finance, Audit & Risk Oversight
• Youth, Innovation & Future Readiness

As AGCIH grows, additional expertise may be added in line with institutional needs, including public policy, state capability, research, and programme assurance.

4. Independence & Integrity

Board members serve in their personal capacity and are expected to:

• Disclose and manage conflicts of interest (actual, perceived, or potential).
• Uphold confidentiality and protect sensitive institutional information.
• Act in the best interests of AGCIH’s mission and the public interest at all times.

The Board collectively safeguards a culture of integrity, transparency, and responsible institutional stewardship consistent with AGCIH’s governance-first approach.

5. Relationship with the Executive Director

The Executive Director leads AGCIH’s strategy, operations, partnerships, and programme delivery. The Board provides oversight, strategic guidance, and support without interfering in day-to-day management.

The relationship between the Board and the Executive Director is one of trust, accountability, and constructive challenge — ensuring delivery while protecting AGCIH’s integrity and institutional posture.

6. Board Meetings & Decision-Making

The Board meets a minimum of four (4) times per year, with additional meetings convened as needed to address strategic, governance, or risk-related matters. Meetings may be held in person or virtually, consistent with the Trust Deed and applicable requirements.

The Board aims to:

• Make decisions by consensus wherever possible.
• Use formal voting, in line with the Trust Deed, where consensus cannot be reached.
• Maintain clear records of decisions, resolutions, and follow-up actions.

7. Inclusion & Responsible Technology

AGCIH recognises that high-impact digital systems, data infrastructures, and AI-enabled public services carry deep governance, social, and ethical implications. The Board therefore commits to stewarding AGCIH’s work in a manner that is lawful, inclusive, accountable, and grounded in public value.

• Promoting gender equality, youth participation, and inclusion within governance and programme design.
• Ensuring AGCIH’s work remains rights-respecting, context-aware, and aligned with institutional capability.
• Encouraging responsible decision-making for the long-term impacts of emerging technologies.

8. Reserved Governance Instruments

This Charter is a public summary for transparency and partner engagement. AGCIH’s full governance instruments, internal protocols, assessment methodologies, and implementation frameworks are reserved and applied through formal institutional processes and mandate-aligned engagements.

This protects AGCIH’s independence, credibility, and the integrity of its governance assurance approach.