Governance Framework

1. Structure

1.1Perrin Institution, Inc. is governed by its board of directors under its articles of incorporation, its bylaws, and applicable law. The board is responsible for the institution's mission, its integrity, and the proper use of its resources. Day-to-day management is delegated to the officers.

2. Board and officers

• Finn Järvi, Founder and Chairman of the Board
• Cash Hilinski, Founder and President
• Iris Tang, Executive Director
• Gregory Coleman, Member of the Board of Directors

2.2The current composition of the board and the officers is published on the team page at /team and may be confirmed in writing at contact@perrininstitution.org.

3. Duties of directors

3.1Directors owe the institution duties of care, loyalty and obedience to its charitable purpose. In practice this means they:

• Act in good faith and in the institution's interest, not their own or any third party's
• Inform themselves before deciding, and ask for the information they need
• Disclose conflicts of interest and step out of decisions affected by them
• Keep confidential matters confidential
• Ensure the institution acts within its charitable purpose and the law

4. Matters reserved to the board

4.1The following matters are decided by the board, or by officers acting under authority the board has expressly delegated:

• The institution's mission, strategy and annual priorities
• The appointment, evaluation and removal of officers
• The annual budget and any material departure from it
• Acceptance of gifts or grants that fall outside the Gift Acceptance Policy
• Adoption and amendment of the institution's policies, including those in this library
• Entry into, or dissolution of, any partnership, subsidiary or merger

5. Standing responsibilities

5.1The board carries three standing responsibilities, which it may assign to directors or to committees it forms for the purpose:

• Finance and audit: reviewing financial reports, the annual information return, and internal controls
• Governance: reviewing policies, director independence, conflicts of interest, and board composition
• Research integrity: overseeing compliance with the editorial independence, funding transparency and political activity policies

6. Role of the officers

6.1The Chairman leads the board. The President and the Executive Director manage the institution's programmes, people and operations within the budget and policies the board sets, and report to the board on performance, risk and compliance.

7. Compensation

7.1Any compensation paid to an officer or director is set by disinterested directors, with reference to comparable organizations, and is reported as the annual information return requires. No director or officer takes part in a decision about their own compensation.

8. Review

8.1The board reviews this framework and the policies in this library periodically, and whenever the law or the institution's activities change materially. The date at the head of each document shows when it was last updated.