Governance Policy
In May of 2006, the Board of Directors of the National Magazine Awards Foundation adopted a new set of governance policies that confirmed the mission it first gave itself almost 30 years ago: to recognize excellence in the content and creation of Canadian magazines through an annual program of awards.
Reflecting extensive consultation with the Canadian magazine industry, this document also embraces values such as fairness, credibility, transparency and inclusiveness that will ensure we continue to merit the trust and support of magazine creators and those who publish their work.
1. Mission, Vision, Values
1.1 Mission
The Mission of the National Magazine Awards Foundation is to recognize excellence in the content and creation of Canadian magazines through an annual program of awards.
1.2 Vision
The National Magazine Awards will be financially viable and nationally recognized and celebrated for inclusiveness, transparency and high standards.
In three years it will:
- Have a judging process that is more transparent
- Have increased presence outside Toronto
- Be inclusive of a broad range of areas that represent the changing spectrum of the magazine publishing industry
- Be widely recognized within the magazine industry and beyond
- Have strengthened its financial viability
1.3 Values
We value excellence in written and visual editorial content in Canadian magazines and strive to reward those who create it.
We value the efforts of those in the industry who support the creators, and recognize these contributions where appropriate.
While different types of journalism serve different purposes, we believe that excellent content entails clarity, originality and creativity, and engages the reader for whom it was intended.
We are committed to an awards program that reflects the evolving presentation of content and methods of publication in the Canadian magazine industry.
We are committed to a governing process that is fair, credible and transparent.
2. The Role of the Board
2.1 Non-profit Boards
The Board of Directors of a non-profit organization has a responsibility to provide the following:
- Strategic Leadership: The Board provides strategic leadership by developing, monitoring and reviewing the organizations’ mission, vision, and values and setting its strategic direction.
- Effective Governance: The Board is responsible for ensuring that the organization is in compliance with relevant legislation, regulations, and bi-laws, including its own clearly articulated policies.
- Sound Resource Management: The Board is responsible for ensuring that:
- The organization has adequate financial and human resources to fulfill its mission.
- The quality of programs and services is consistent with the mission and delivered in a manner consistent with stated values.
- Risks to the organization's assets are managed in manners that will not jeopardize its long-term viability.
2.2 The National Magazine Awards Board of Directors
The Board of the National Magazine Awards Foundation (NMAF) governs the process by which the Foundation awards excellence in magazine publishing in Canada. It meets its responsibilities through the following functions:
- Reviews the mission, vision and values of the organization every three years.
- Establishes and monitors policies that ensure all aspects of the awards reflect the mission, vision and values of the NMAF including, but not limited to:
- the criteria for adding or eliminating award categories
- the entry criteria for all award categories
- the selection of judges
- the policies governing the judging process
- Approves and monitors an annual budget and operating plan that includes the production of an annual event to ensure that it reflects the standards of the Foundation.
- Approves annual audited statements.
- Solicits and responds to feedback from stakeholders in the magazine publishing industry.
- Ensures its own succession by recruiting qualified Board members.
2.3 NMAF Board Composition
The NMAF Board consists of 15 members. Ideally, at least three of these are from outside Ontario, including one from Quebec. NMAF Board members are generally drawn from within the magazine industry, both staff members and freelance contributors. However, the Board may include members drawn from other professions whose skills and experience are relevant (up to a maximum of 25 per cent of the Board at any given time).
The Board meets six times per year, or when deemed necessary by the President. Board members who do not reside in Toronto join in by conference call.
3. Board Member Terms and Responsibilities
3.1 Recruitment, nomination and election
While all Board members are encouraged to identify potential Board members, responsibility for recruitment rests with the Vice-President. The process is as follows:
- Current Board composition is reviewed in October and a “priority” list of skills and experience is compiled.
- Vice-President identifies and solicits candidates for Board membership.
- C.V’s of potential candidates are presented to the Board in May.
- Candidates are invited to attend the June meeting.
- Candidates are voted on at an in camera session at the end of the June meeting.
- Candidates are welcomed to the Board at the AGM.
Board members can be elected at any time during the year, at the recommendation of the Vice-President. However, the AGM will always mark the end of Board members' terms.
3.2 Terms of Office
Board members are elected for a three-year renewable term. The Presidential term is two years. If a Board member resigns, the new appointee completes their term, then can stand for re-election for a full term.
3.3 Responsibilities
Once elected, Board Members are expected to:
- Attend the annual Awards event.
- Attend and actively participate in all Board meetings. If a Board member misses three meetings a year, s/he will be contacted by the Board President and asked to renew his/her commitment, request a leave of absence, or resign from the Board.
- Read all relevant documentation prior to Board meetings.
- Respond to Board communications in a timely manner.
- Actively participate in committee work and/or fulfill other obligations as appropriate.
- Publicly support and advocate for the NMAF Foundation.
Note: Board members are encouraged to review their personal performance on an annual basis to ensure they are making a meaningful contribution.
4. Board Committees
4.1 The Executive Committee:
The objectives of the Executive Committee are:
- to provide organizational leadership and continuity as outlined below
- to monitor the implementation of Board policy
Membership: President (chair), Vice-President, Secretary, and Treasurer. The Managing Director attends by invitation.
Annual Tasks
- Meet six times a year, in between full Board meetings, or when deemed necessary by the Board President.
- Approve spending that is beyond Managing Director’s authority.
- Review draft annual budget, quarterly financial reports and audited statements and recommend to Board for approval.
- Review annual business plan and recommend to Board for approval.
- Recruit, hire and monitor the performance of the Managing Director, subject to Board approval.
- Provide counsel to Managing Director on operational issues as they arise.
- Make executive decisions on behalf of the NMAF Board on all matters with the exception of:
- Mission, vision, values and governing policies
- Changes to the criteria for adding or eliminating award categories
- The entry criteria
- The policies governing the judging process
- Financial matters that negatively impact the annual operating budget and/or long-term viability of the organization
4.2 The Judging Committee
The objective of the Judging Committee is to ensure that Board-approved policies with respect to judging are implemented appropriately.
Membership: Chair (drawn from the NMAF Board, preferably with judging committee experience) and a minimum of two others, of whom one is French/bilingual and one is qualified to oversee the visual judging process.
Role of the Judging Committee Chair
- To review and resolve conflicts that arise during the judging process, in consultation with the President or Executive Committee as necessary.
- To ensure the committee has at least
- one member who is qualified to oversee the judging of French/bilingual categories
- one member who is qualified to oversee the judging of visual categories
Annual Tasks
The annual tasks of the Judging Committee include:
- Appoint one French/Bilingual Judging Director and one English Judging Director to recruit judges for the written awards.
- Review and approve slate of judges proposed by the Judging Directors ensuring there are no conflicts of interest (see conflict of interest guidelines). Ideally, each panel is to include: a field expert, a journalist with past experience in the field, and a magazine writer or editor.
- Select and appoint judges for the visual awards upon recommendation of the qualified committee members.
- Review and approve the assignment of three judges to each award category.
- Review judging guidelines and procedures to ensure clarity and recommend any changes to the Board for approval.
- Review award categories according to Board-approved criteria and recommend changes for ratification by the full Board.
- Recommend policy changes that will clarify the judging and reduce or eliminate potential conflicts for ratification by the full Board.
4.3 The Event Committee
The objective of the Event Committee is to ensure that the NMAF awards presentation reflects the missions, vision and values of the NMAF and is produced in accordance with an approved budget.
Membership: Chair (drawn from the NMAF Board) and three other members, at least one of whom must be from the NMAF Board. Others may be industry professionals who have an interest in the NMAF and relevant experience (e.g. creative, print production, event/project management).
Annual Tasks
- Participate in evaluation meeting after annual event: review feedback from stakeholders and make recommendations or suggestions regarding venue, master of ceremonies, entertainment, exhibit, print materials (i.e. creative) length and timing of event etc. to the Managing Director
- Review and approve or recommend revisions to Managing Director’s plan (September)
- Recommend the above plan to the full Board for approval
- Identify resources and support Managing Director’s efforts to solicit support for the event where appropriate, beneficial and approved (e.g. gifts-in-kind, donations etc).
- Recommend an editor and oversee the production of an event program
- Review and approve final creative for all print materials
4.4 Publicity Committee
The objective of the Publicity Committee is to heighten awareness and increase the profile of the Magazine Awards in Canada.
Membership: A Chair (drawn from the NMAF Board) and up to two other members, dependant on the interest and skills represented on the Board and the needs of the Foundation at any time.
Annual Tasks:
- Provide input and review the Foundation’s annual publicity plan.
- Provide input and review of annual media list.
- Provide input and review of all press materials (releases, fact sheets, etc.), and marketing materials (ads, newsletters, etc.).
- Provide guidance regarding the dissemination of information to the media.
- Provide guidance and input regarding the management of media inquiries, etc.
4.5 Finance Committee
The Executive Committee fulfills the role of the Finance Committee.
5. Officer’s Terms and Responsibilities
5.1 Terms of Office:
Board officers are elected at the Annual General Meeting. Officers are elected for one-year renewable terms of office. The President may not serve more than two years in office.
5.2 President
- Provide leadership in all Board activities, governance and evaluation.
- Develop agendas for Board and Executive Committee meetings in conjunction with the Managing Director.
- Chair all Board and Executive Committee meetings; keep Board focused on approved agenda items.
- Represent and speak on behalf of the NMAF at public events and meetings with external stakeholders.
- Recommend committee members and chairs.
- Develop a strong working relationship and communicate with the Managing Director on a regular basis.
- Serve as an ex-officio member of all committees.
5.3 Vice-President
- Fulfill the President’s role in his/her absence.
- Take on other responsibilities when requested by the President.
- Lead the nominations/recruitment process.
- Sit on the Executive Committee.
5.4 Past President
- Serve as a resource to the President, Executive Committee and the NMAF Board as required.
- Take on other responsibilities when requested by the President.
5.5 Secretary
- Sign all by-laws, minutes and other legal documents as required.
- Ensure that there is a quorum at each meeting.
- Ensure that Board records are accurate and stored safely.
- Write letters as authorized by the Board.
- Ensure that notice is given on all issues that require notice.
- Review and sign Board minutes.
- Monitor Board attendance and terms of office.
- Sit on the Executive Committee.
5.6 Treasurer
- Monitor the NMAF’s compliance with fiduciary and financial responsibilities.
- Review and monitor compliance with the NMAF’s financial policies.
- Prepare the annual operating budget in conjunction with the Managing Director and recommend it for approval to the Executive Committee.
- Review the budget, interim quarterly financial statements and forecasts and provide commentary to the Board.
- Monitor accounting processes performed by the Managing Director.
- Perform periodic review of accounting records throughout the year.
- Prepare/review audit working paper file for annual audit.
- Review and discuss the results of the audit with the external auditors.
- Provide commentary to the Board in respect of same.
- If/when requested, offer expertise in financial matters in support of staff and/or the Board.
- Sit on the Executive Committee.
6. Statement of Accountability
The National Magazine Awards Foundation is accountable to the Magazine Industry in Canada. This includes those who create magazine content and those who publish their works.
MMAF is committed to informing and consulting with its stakeholders and to involving members of the magazine industry in its activities wherever possible. The means for doing this are outlined below.
Information
- An up-to-date date website includes information on award categories, submission deadlines, judging guidelines and other matters of interest.
Consultation
- An annual on-line questionnaire provides an opportunity for stakeholders to deliver feedback on the awards event.
- Periodic on-line questionnaires will also provide an opportunity for stakeholders to comment on strategic issues and policy matters.
- Stakeholder feedback will be reviewed and considered by the Board in making all policy decisions.
Involvement
- Opportunities for involvement include: serving on the NMAF Board and/or Board committees and volunteering at the Awards event. Information regarding these opportunities will be posted whenever appropriate and timely.
7. Code of Ethics
7.1 Code of Ethics
NMAF Board Members will conduct themselves in an ethical manner and commit to:
- Utilize their skills and experience to the benefit of the NMAF.
- Respect personal and professional privacy of others, and maintain confidentiality on NMAF matters as appropriate.
- Treat other Board members, staff and volunteers with dignity and respect.
- Serve the broader interests of the NMAF at all times, rather than those of any individual consistency.
- Accept and encourage diversity and difference of opinion amongst NMAF Board members.
- Declare any perceived conflicts of interest (see guidelines).
- Actively demonstrate accountability to stakeholders.
7.2 Conflict of Interest Guidelines
A conflict of interest occurs when any NMAF Board Member, employee or volunteer, any member of their family, or a close personal or professional associate, or their business reaps a personal or financial benefit from their association with the Board.
The NMAF Board is committed to resolving all real, perceived or potential conflicts of interest. Board members should declare any real, perceived or potential conflicts and should refrain from participating in any discussion of, or voting on any matters that constitute a conflict of interest. All declarations of conflict and subsequent resolutions should be recorded in the minutes.
Given the mandate of the NMAF, it is essential that all members of the Judging Committee and any judges appointed by that committee are perceived to have no conflict of interest and/or loyalty to a particular publication or member of the magazine industry which may impact their ability to judge a category impartially. All potential conflicts of interest of this nature should be disclosed to the Chair of the Judging Committee for resolution.
8. Judging Guidelines and Processes
The following general guidelines and rules apply to all judging categories, except when noted otherwise. Detailed descriptions of the process, by category, are available on-line and in print for both judges and entrants.
8.1 Criteria
All categories will be judged on five equally weighted areas: style, content, creativity, ability to engage intended reader, and overall impact.
All entries will be required to include the magazine’s mission statement to ensure that the judges can adequately assess the entry.
8.2 Judging Process
Most written entries are judged in a two-tier judging process. During the first tier, French and English judges each choose a maximum of ten finalists (minimum score of 80). Best Student Writer, Best New Writer and President’s Medal are judged by a single tier of three bilingual judges. A single-tiered panel consisting of three judges, of whom at least one is bilingual, judges the integrated categories (Magazine Covers and Words & Pictures).
In the second tier, a panel of three bilingual judges rates the finalists from each category and scores them out of 100.
Final scores are an aggregate of first tier scores and second tier scores. The first tier of judging carries more influence on the final outcome of the judging. This acknowledges the specific expertise and knowledge of the judges in the field for which they are judging.
8.3 Supporting Judges
Judges in all categories receive a “survival guide”, a written explanation of how the judging process works. For visual judges, there should be a description of each category, to ensure that they know what they are looking for (eg. Service, Visual, Art Direction).
All judges are requested to participate in a conveniently scheduled conference call with other judges on their panel. Each member of the NMAF Board is asked to facilitate one call, to ensure that they understand and are engaged in the process. The rest of the calls will be contracted out to someone with appropriate professional credentials.
In addition, a moderator is contracted to oversee the visual judging process and someone from the Judging Committee should also attend.
8.4 Category Review
Honouring our commitment to reflect evolving methods of presentation and publication of content, the NMAF will review its categories on an annual basis.
Stakeholders from the industry will be asked to provide feedback on the clarity of category description, the relevancy of the current roster of awards and to note any areas of content and creation that are not included.
The bottom 20 per cent of categories, in terms of the number of applicants, will be reviewed annually to ensure their ongoing viability to the Foundation and relevance to the industry.
9. Relationship to Managing Director
9. 1 Job Description
The Managing Director of the NMAF is entrusted with managing all of the operations of the Foundation and with the implementation of Board-approved policy. Major areas of responsibility are outlined below.
Revenue Management: Maintain and increase revenues from all sources including ticket sales, sponsorships, government grants and other revenue streams.
Marketing and Communications: Develop and implement an integrated communications and marketing plan to increase the profile of the awards within the magazine industry and beyond.
Event Coordination: Ensure that all aspects of the annual award event are implemented in a cost effective and efficient manner and reflect the high standards of the NMAF.
Judging Process: Oversee and coordinate all aspects of judging, including selection of appropriate personnel, to ensure that the process is implemented in a timely and efficient manner.
General Administration: Manage administration of all areas of operations including finance, board support, and hiring consultants and contract staff.
Committee Support: The Managing Director attends and participates in all Committee meetings but is not a voting member.
10. Board Evaluation Checklist
The following checklists will be distributed to all members of the Board at least one week prior to the June Board meeting.
10.1 Full Board Evaluation
On an annual basis the Board will consider whether it has:
- Provided strategic leadership and effective governance.
- Made decisions that support the mission and values of the organization.
- Ensured that organization has sufficient resources to carry out its mandate.
- Exercised good stewardship by making decisions that support the long-term health of the organization's assets.
- Recruited new Board members to ensure they reflect the diversity of stakeholders.
- Provided new Board members with an orientation to the organization and the governance policies of the Board.
- Kept stakeholders up-to-date on any changes in policy or strategic direction and provided opportunities for stakeholder input.
10.2 Individual Board Member Evaluation
On an annual basis, individual Board members should ask themselves if they have:
- Attended the awards ceremony
- Participated in committee work
- Acted as an ambassador or advocate for the NMAF by speaking positively on its behalf whenever possible
- Adhered to the NMAF Code of Ethics
- Disclosed any real or potential conflicts of interest to the full Board and/or committee chair
