Stakeholder Council Terms of Reference
December 2011
Note: The following rules governing the Stakeholder Council are made by the Marine Stewardship Council Board of Trustees pursuant to Article 50(4) of its Articles of Association, and take precedence over all previous iterations. Adopted December 2011.
1. Introduction
1.1 The Stakeholder Council was created by the MSC’sBoard of Trustees to provide the MSC Board with advice, views, guidance and recommendations from a variety of informed perspectives about the operations of the MSC in pursuit of its mission. The Council’s members reflect diverse experiences,geographies and interests in relation to the work of the MSC.
The Council is comprised of two chambers, Public Interest and Commercial, each with a co-chair. The co-chairs jointly lead the Stakeholder Council and each also serves ex-officio as a member of the MSC Board of Trustees.
2. Functions and Duties
2.1 Provide views, advice, recommendations and informed opinions to the MSC Board of Trustees and the Technical Advisory Board on the MSC’s fishery and chain of custody standards and their implementation and application through the MSC program. This shall include, but not be limited to:
a. On-going policy development conducted by the MSC related to the standards and methodologies and associated policy and guidance that implement them
b. Application of the standards and methodologies in the field
2.2 Provide strategic and tactical advice on other functions of the organisation, including where appropriate, the commercial, development, outreach and communications programs.
2.3 Provide advice and views on existing and emerging issues which may affect the ability of the MSC to implement its programme and achieve its strategic goals, and to bring new issues to the MSC for consideration that may affect the MSC’s ability to achieve its mission.
2.4 Provide advice on the MSC Strategic Plan, and the strategic priorities of the organisation on a regular basis and when revisions to the Strategic Plan are contemplated.
2.5 Address and give views on specific matters on which the Board of Trustees, Technical Advisory Board or the Executive requests advice.
2.6 Assist the MSC to better work and communicate with the constituencies and geographies represented on the Council.
3. Membership
3.1 Members of the Stakeholder Council shall be nominated and elected by the Stakeholder Council, through procedures outlined in section 4.
3.2 The MSC Board of Trustees shall formally confirm those members elected by the Stakeholder Council , consistent with section 51(3) of the MSC Articles of Incorporation.
3.3 The Stakeholder Council shall not have more than forty (40) members, and shall seek a balanced membership from amongst a range of sectors, interests and geographies involved with sustainable fisheries.
3.4 Recognising the importance of wild capture fisheries in the developing world and in the interest of extending the MSC program to the developing world, the Stakeholder Council appointment process should strive to achieve representation for developing world interests on the Council, including within each Chamber.
3.5 The members of the Stakeholder Council shall not be entitled to appoint delegates to attend meetings, or otherwise carry out their functions as members of the Stakeholder Council in their stead. However, in the case of exceptional circumstances that prevent a member from attending, he or she may propose an alternate from the same organisation to attend as an observer, subject to approval from the StG.
3.6 A member of the Stakeholder Council may not, while a member, be appointed to any position within the executive office under the Charity.
3.7 Members are expected to declare any conflicts of interest and recuse themselves from matters where they have a direct conflict.
3.8 A member of the Stakeholder Council may be removed by the Steering Group of the Council or by the Board of Trustees for any of the following reasons:
a. S/he becomes incapable by reason of mental disorder, illness or injury of managing and administering his/her own affairs;
b. S/he resigns his/her office by notice to the Co-Chairs of the Stakeholder Council;
c. S/he is absent without permission of a Co-Chair from an in-person meeting of the Stakeholder Council;
d. S/he, through a change in employment or other, no longer falls within one of the qualifying categories within a Chamber (section 5)
e. S/he takes up employment with the Marine Stewardship Council, ASI or a CAB; or;
f. The Steering Group recommends removal for failure to perform as a member or due to a conflict of interest that is antagonistic to the interests of the MSC, or to a violation of the confidentiality rules (section 9).
3.9 Reappointment of members shall require nomination by the relevant Chair and a formal vote of the Chamber in which the member sits, either electronically or at a regular meeting.
3.10 Nominations for reappointment shall be reviewed with regards to performance of members in terms of attendance at meetings and involvement in the business of the Stakeholder Council between meetings, and shall require a positive affirmation from the member about their willingness and interest in continuing to serve.
4. Nominations Procedure
4.1 New members to the Stakeholder Council will be selected through a nominations procedure that shall be directed and managed by the co-chairs.
4.2 From time to time as needed to maintain and renew the Stakeholder Council, the co-chairs will solicit nominations from among current Stakeholder Council members, and may also receive nominations from other places, including the Board of Trustees, TAB, the Executive and other stakeholders.
4.3 A slate of nominees must be approved by the Steering Group by a vote of two-thirds of the membership of the Steering Group. Following that provisional approval, the slate of nominees will be sent to the full Council for comment, if any, after which the Steering Group will take a final vote (again with two-thirds majority required for passage).
5. Chambers
5.1 There shall be two chambers within the Stakeholder Council, each with up to 20 members.
5.2 The Commercial Chamber shall be made up of representatives of interests from the catch, processing, supply, retail, food service sectors and other relevant commercial interests.
5.3 The Public Interest Chamber shall be made up of representatives of interests from academia, marine science, management, the marine conservation community and other relevant public interests.
6. Co-Chairs
6.1 Each of the Chambers of the Stakeholder Council shall appoint one Co-Chair following an open call for nominations and a formal vote by members of that chamber. Nominations and voting may be conducted electronically as needed. Co-Chairs shall be appointed for a period of two (2) years, serving on a staggered basis. On the termination of the period of office of one Co-Chair each year, the respective chamber of the Stakeholder Council shall appoint a new Co-Chair such that at all times there are two Co-Chairs. A Co-Chair may be re-appointed.
6.2 The Co-Chairs of the Stakeholder Council shall be ex-officio members of the MSC Board of Trustees.
6.3 The Co-Chairs of the Stakeholder Council shall lead the Stakeholder Council and shall engage Council members on issues arising for Board, TAB and Executive consideration. The Stakeholder Council may also submit views directly to the Board of Trustees and the Board must consider them, subject to the provisions of article 8.3 below.
7. Steering Group
7.1 The Stakeholder Council Steering Group exists to strengthen operational effectiveness of the Council and ensure performance of its functions.
7.2 The Steering Group shall be composed of up to 10 members, plus the co-chairs, who are representative of diverse constituencies in the Stakeholder Council. To ensure balance, equal numbers shall be nominated and selected from each of the Council’s two chambers. Ideally, at least one of those members from each chamber shall be from a developing country, if there is such a member willing to serve. Steering Group members shall serve a term of one year, and may be reappointed.
7.3 The Steering Group’s duties shall include:
a. Consult with full Stakeholder Council as needed between full meetings of the Council to develop a strategic and policy advice on behalf of the Stakeholder Council.
b. Meet regularly to consider MSC matters that may be of interest to the Stakeholder Council.
c. Systematically communicate with and engage members of the Stakeholder Council to ensure their active involvement in the MSC’s program of work.
d. Develop priorities and a plan of work for the Stakeholder Council on an annual basis.
e. Lead the preparation of annual meetings and other meetings and engagement throughout the year.
f. Manage the nominations, selection and reappointment processes for Council members.
7.4 The Steering Group shall meet on at least a quarterly basis by conference call. Minutes of all meetings shall be prepared and distributed to the full Stakeholder Council following approval by the Steering Group, to be done as soon as possible after meetings.
7.5 Any member of the Stakeholder Council may propose any matter relevant to the functions of the Stakeholder Council as set out herein for discussion at a Steering Group meeting. This must be done by notice to the Co-Chairs, and received at least 14 days prior to the date on which a meeting of the Steering Group is to be held.
8. Meetings
8.1 Formal, in-person meetings of the full Stakeholder Council shall be held on at least an annual basis.
8.2 Notice of a formal meeting of the Stakeholder Council shall be at least twenty-eight (28) days. The notice shall specify the time and place of the meeting and the general nature of the business to be discussed. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.
8.4 The Co-Chairs shall determine the agenda for meetings of the Stakeholder Council after inviting input at least two (2) weeks before the agenda is finalised. The Co-Chairs will co-ordinate but not censor topics they receive. The Co-Chairs will also consult with the Board of Trustees, the MSC Executive and Chair of the TAB for agenda topics from which they desire Stakeholder Council input.
8.5 Any member of the Stakeholder Council may have any matter which is relevant to the function of the Stakeholder Council as set out herein for discussion at the meeting. This must be by notice to the Co-Chairs, and must be received at least twenty-one (21) days prior to the date on which the meeting of the Stakeholder Council is to be held. The Co-Chairs of the Stakeholder Council may in his/her absolute discretion determine whether a matter so notified to him is relevant.
8.6 No business shall be discussed at any formal meeting of the Stakeholder Council unless a quorum is present. 50% + 1 members from each chamber shall constitute a quorum.
8.7 If neither of the Co-Chairs of the Stakeholder Council is present within fifteen (15) minutes after the time elected for holding the formal meeting, any other member selected by a majority of members present to serve as temporary Chair.
8.8 The Chair of the Board of Trustees and the MSC Chief Executive shall be invited to attend and speak at meetings of the Stakeholder Council but shall not be entitled to vote. Only Stakeholder Council members will be entitled to vote.
8.9 Communication from Council members between meetings should be directed to the relevant Co-Chair, who will then in consultation with the other co-Chair, determine how best to approach the issue. All communication to the MSC Executive concerning Stakeholder Council issues should therefore be directed to the relevant chair, who will then deal directly with the Council Secretary or Senior Management Liaison to address the issue.
8.10 Stakeholder Council meetings shall operate in accordance with the Chatham House Rule which is that they are strictly private. The Chatham House Rule states that ‘participants are free to use the information received, notwithstanding the confidentiality clause herein, but neither the identity nor the affiliation of the speakers, nor that of any other participant may be revealed; nor may it be mentioned that the information was received at a meeting of the MSC. This clause will not apply to internal communications from the Stakeholder Council to the Board of Trustees.
9. Confidentiality
9.1 Members of the Stakeholder Council are privy to materials in the conduct of their duties that may be confidential in nature or not for wider distribution. This confidentiality is required to be maintained and failure to do so can result in removal as a member, as per section 3.6. All materials shared with the Stakeholder Council are assumed to be confidential, unless otherwise stated.
10. Working Groups
10.1 The Stakeholder Council may create working groups, permanent or temporary, to advance work outside of the regular meetings.
10.2 Working groups may consist of non-Council members in addition to Council members, as approved by the Council.
11. Observers
11.1 Observers may attend Stakeholder Council meetings with prior approval of the Co-Chairs. Requests for observer status must be submitted at least two weeks prior to the meeting.
11.2 Observers shall be provided specified opportunities to make statements in the meetings, at least one time on each day of a meeting.
11.3 Observers shall not participate in the discussion otherwise unless expressly invited to do so by the Co-Chairs.
11.4 Permanent observer status may be granted to particular organisations or individuals with an on-going interest in the work of the MSC, such as Accreditation Services International, or representatives of the Certifying Bodies, as selected by those groups. Permanent observer status must be requested in writing and may be revoked by the Steering Group.
12. Minutes
12.1 The Co-Chairs shall cause to be kept minutes of all proceedings at meetings of the Stakeholder Council, including the names of those members of the Stakeholder Council present at each such meeting, all others attending, and all recommendations and actions of the Stakeholder Council.
13. Secretariat
13.1 The MSC executive shall provide a person who shall act as secretary of the Stakeholder Council and perform the administrative functions in relation thereto. The Executive shall also provide a dedicated liaison from the Senior Management Team of the Executive.
14. Notices
14.1 Any notice to be given to or by a member of the Stakeholder Council pursuant to these rules shall be given in such manner and be governed by such provision as are set out in the MSC Articles of Association.
15. MSC Articles of Association Govern
15.1 If any provision herein is inconsistent with the MSC Articles of Incorporation, the MSC Articles shall govern.
Adopted by the MSC Board of Trustees on the 7th day of December, 2011.
