I. Overview

1. INTRODUCTION

1. INTRODUCTION

Wonder International Hospitals is a duly registered private enterprise strategically formed to empower health care delivery, assuring the patients that specialists, diagnostic and therapeutic tools will be made available to them for the first time in Ghana and the West Africa sub region, improving their health and saving the life of millions of people.
It was registered in Ghana on 20th February, 2014 at the Registrar-General's Department in Accra with the registration number BN587612014.
This proposal seeks to achieve extraordinary improvements in human health by providing all the specialties and specialists, all the latest equipment, a complete clinical and pathology laboratory, image diagnostic services, Critical Care Units for different purposes and a well-supplied pharmacy.
With your collaboration, we seek to provide quality healthcare that will make a difference by improving the health of the people of Ghana and Africa at large.
As the experience becomes successful in Ghana we will extend our tentacles to disseminate to the entire continent of Africa where except for South Africa, health care delivery in general, including hospitals and diagnostic tests operates at the lowest levels in the world. The payment capacity of individuals in most African countries is on the rise as most economies develop to enter the lower middle class range. African economies are among the fastest growing in the world. Today the continent is poised to transform the global economic landscape. Annual growth is expected to average 7% over the next 20 years.
We are proposing to your organization to have a joint venture with us to help solve the deficiencies in health care delivery not only in Ghana but also in Africa as a whole.
With this collaboration your organization will leave a legacy and ever be remembered in the annals of history for the good they have done to elevate the quality of health care in Ghana and Africa as a whole.

2. General Principles

A. Responsibility, Service, and Public Mindedness

Sustainable progress, peace, and justice require that all organisations contribute to the common good. Thus, Wonder International Hospitals (WIH) should integrate self-development and service to others, balancing individual and public concerns, focusing on higher, broader, and more public levels of service.
1. Responsibly maintaining itself, WIH should conduct its activities for the sake of others, whether for the public at large or a particular segment of the public.
2. It shall have its cooperate social responsibility of healthcare delivery, including outreaches to the community and charitable donations to non-profit organizations.
3. WIH will recognize that its conduct and activities impact on the public’s perception of private hospitals and that it shares responsibility for the public’s trust of private hospitals.
4. WIH will exhibit a responsible and caring attitude toward the environment in all of its activities.

B. Cooperation
Significant progress toward world peace and global well-being can be fostered through inter-religious, intercultural, and interracial work, and across artificial barriers of politics and ethnicity that tend to separate people and their institutions. WIH will maintain ethical, cooperative relationships with other for profit and non-governmental organisations (NGO’s), and should partner where possible and appropriate for the sake of the greater public good. WIH will be willing to work beyond borders of politics, religion, culture, race and ethnicity, within the limits of the organising documents and with organisations and individuals that share common values and objectives.
C. Human Rights
As the Universal Declaration of Human Rights states, “All human beings are born free and equal in dignity and rights, are endowed with reason and conscience, and should act towards one another in a spirit of brotherhood.” (Universal Declaration of Human Rights, Article 1). The family is the fundamental natural group unit of society promoting human rights and human dignity. (Universal Declaration of Human Rights, Article 16):

1. WIH will not violate any person’s fundamental human rights, with which each person is endowed.
2. WIH ascertains that all people are born free and equal in dignity.
3. WIH will be sensitive to the moral values, religion, customs, traditions, and culture of the communities it will serve.
4. WIH will respect the integrity of families and support family-based life.

D. Religious Freedom
“Everyone has the right of freedom of thought, conscience and religion; this right includes freedom to change his religion or belief, and freedom, either alone or in community with others and in public or private, to manifest his religion or belief in teaching, practice, worship and observance.” (Universal Declaration of Human Rights, Article 18).

WIH will respect religious freedom.

E. Transparency
WIH will strive for openness and honesty internally and toward shareholders and members of the public.

1. WIH will be transparent in all of its dealings with the government, the public, shareholders, partners, beneficiaries, and other interested parties, except for personal matters and proprietary information.
2. WIH will be accountable for its actions and decisions, not only to its funding agencies and the government, but also to the people it serves, its staff and members, partner organisations, and the public at large.

F. Truthfulness
WIH will be honest and truthful in its dealings with its shareholders, project beneficiaries, staff, membership, partner organisations, government, and the public in general, and will respect the laws of any jurisdiction in which it exists.

1. WIH will give out accurate information, whether regarding itself and its projects, or regarding any individual, organisation, project, or legislation it opposes or is discussing.
2. WIH will fulfil its obligations under the laws of the nation in which it exists, and must be strongly opposed to, and not be a willing partner to corruption, bribery, and other financial improprieties or illegalities.
3. WIH will have a policy for staff and volunteers to confidentially bring evidence to the governing body of misconduct of anyone associated with the organisation.
4. WIH will meet all of the legal obligations in the countries in which it exists. Such obligations may include laws of incorporation, equal employment opportunity principles, health and safety standards, privacy rules, trademark and copyright legislation, etc.
5. WIH will take prompt corrective action whenever wrongdoing is discovered among its staff, governing body, volunteers, contractors and partners.

A. Responsibility
Sustainable progress, peace, and justice require that all organisations contribute to the common good. Thus, Wonder International Hospitals (WIH) should integrate self-development and service to others, balancing individual and public concerns, focusing on higher, broader, and more public levels of service.

1. Responsibly maintaining itself, WIH should conduct its activities for the sake of others, whether for the public at large or a particular segment of the public.
2. It shall have its cooperate social responsibility of healthcare delivery, including outreaches to the community and charitable donations to non-profit organizations.
3. WIH will recognize that its conduct and activities impact on the public’s perception of private hospitals and that it shares responsibility for the public’s trust of private hospitals.
4. WIH will exhibit a responsible and caring attitude toward the environment in all of its activities.

B. Cooperation
Significant progress toward world peace and global well-being can be fostered through inter-religious, intercultural, and interracial work, and across artificial barriers of politics and ethnicity that tend to separate people and their institutions. WIH will maintain ethical, cooperative relationships with other for profit and non-governmental organisations (NGO’s), and should partner where possible and appropriate for the sake of the greater public good. WIH will be willing to work beyond borders of politics, religion, culture, race and ethnicity, within the limits of the organising documents and with organisations and individuals that share common values and objectives.
C. Human Rights
As the Universal Declaration of Human Rights states, “All human beings are born free and equal in dignity and rights, are endowed with reason and conscience, and should act towards one another in a spirit of brotherhood.” (Universal Declaration of Human Rights, Article 1). The family is the fundamental natural group unit of society promoting human rights and human dignity. (Universal Declaration of Human Rights, Article 16):

1. WIH will not violate any person’s fundamental human rights, with which each person is endowed.
2. WIH ascertains that all people are born free and equal in dignity.
3. WIH will be sensitive to the moral values, religion, customs, traditions, and culture of the communities it will serve.
4. WIH will respect the integrity of families and support family-based life.

D. Religious Freedom
“Everyone has the right of freedom of thought, conscience and religion; this right includes freedom to change his religion or belief, and freedom, either alone or in community with others and in public or private, to manifest his religion or belief in teaching, practice, worship and observance.” (Universal Declaration of Human Rights, Article 18).

WIH will respect religious freedom.

E. Transparency
WIH will strive for openness and honesty internally and toward shareholders and members of the public.

1. WIH will be transparent in all of its dealings with the government, the public, shareholders, partners, beneficiaries, and other interested parties, except for personal matters and proprietary information.
2. WIH will be accountable for its actions and decisions, not only to its funding agencies and the government, but also to the people it serves, its staff and members, partner organisations, and the public at large.

F. Truthfulness
WIH will be honest and truthful in its dealings with its shareholders, project beneficiaries, staff, membership, partner organisations, government, and the public in general, and will respect the laws of any jurisdiction in which it exists.

1. WIH will give out accurate information, whether regarding itself and its projects, or regarding any individual, organisation, project, or legislation it opposes or is discussing.
2. WIH will fulfil its obligations under the laws of the nation in which it exists, and must be strongly opposed to, and not be a willing partner to corruption, bribery, and other financial improprieties or illegalities.
3. WIH will have a policy for staff and volunteers to confidentially bring evidence to the governing body of misconduct of anyone associated with the organisation.
4. WIH will meet all of the legal obligations in the countries in which we exists. Such obligations may include laws of incorporation, equal employment opportunity principles, health and safety standards, privacy rules, trademark and copyright legislation, etc.
5. WIH will take prompt corrective action whenever wrongdoing is discovered among its staff, governing body, volunteers, contractors and partners.

Mission
1. FORMAL STATEMENT. Our mission statement is to be determined by Board of Directors.

2. BOARD OF DIRECTORS. Each member of the board of directors shall fully understand and support the mission of the organisation.
3. PUBLIC AVAILABILITY. The mission statement of the WIH shall be made available to all officers, members, staff, partners, donors, programme beneficiaries, and the public in general.
4. EVALUATION. The mission of the WIH shall be reviewed periodically (every two or three years) to determine if it is still relevant. Among issues to evaluate:
a)    whether the mission has been fulfilled, either by the organisation or another entity, and thus whether there is a need for the organisation as currently constituted to continue to exist
b)    whether the mission should be revised to reflect societal changes
c)    whether there is a desire for the organisation to address new needs which might require a new mission statement.

Activities
1. CONSISTENT WITH MISSION. Activities shall be consistent with the organisation’s mission. WIH’s mission is to serve as the foundation for strategic planning and as the blueprint for the organisation’s activities. WIH’s focus shall be directed towards making sure that its goals are met.

2. EFFECTIVE AND EFFICIENT. The programmes of the organisation shall effectively and efficiently work towards achieving its stated mission.
3. FEEDBACK. The organisation shall regularly seek feedback on its activities from project beneficiaries, as well as other stakeholders.
4. EVALUATION. The activities of the organisation shall be critically examined periodically to determine their relevancy to the mission, their efficiency and effectiveness, the value of continuing the programmes or revising them, and the need for new programmes.
Among issues to evaluate are:
i.    whether the activities are consistent with the current mission of the organisation or whether they need to be revised or discontinued in light of changes in the mission
ii.    the efficiency and effectiveness of the programmes in achieving WIH’s objectives
iii.    the outcomes for the programme beneficiaries
iv.    the cost of the programme relative to its outcomes and
v.    whether new services should be offered. Evaluations shall be open and honest and include input from stakeholders.
5. PROFESSIONALISM. The organisation shall carry out its activities with professionalism and centred on the concept of serving others.
6. PERCENTAGE OF EXPENDITURES. The organisation shall spend at least 65% of its total expenditures (including fundraising costs) on programme activities, and ideally more than 80%. If the organisation does not meet this 65% standard, it should provide reasons why its higher overhead and fundraising expenditures are reasonable. Possible explanations for not meeting this standard could be the higher administrative and fundraising costs of a new organisation and exceptions related to donor restrictions or unusual political and social factors.

Our Mission
To serve the people of Ghana  and Africa with quality health care providing all specialties, all medical treatments and all the latest medical equipment for diagnosis and /or therapeutics for the first time in the history of the region.

To support the global health movement by effectively addressing global and regional issues, through, our advocacy work, collecting and providing information and knowledge on medical science and good health and through innovative services and tools that help in curbing poor health, offering information on healthcare or referral information for health-related issues.

Our Vision
Extend healthcare to expand happiness: A world in which individuals, politicians, civil society groups, and the daily lives of people are freed of diseases.
Our Values
We are grounded on the values of I CARE.

•    Integrity
•    Compassion
•    Accountability
•    Respect
•    Excellence

Objectives
•    To improve the delivery of health care in Ghana and our West Africa sub region.

•    To reduce remarkably the flock of patients abroad.
•    To reduce the loss of life of patients including that of foreigners in cases of emergency conditions which at the moment do not have treatment within the borders of Ghana.
•    To provide the foreigners, tourists, the diplomatic corps, the corporate bodies with an option for excellent health care within Ghana.
•    To train health and allied health human resources to help close the gap of deficit we currently have in the country.
•    To have sister hospitals registered in other countries

Motto
Your Health, Our Passion.
Guiding Philosophy
The philosophy of Wonder International Hospitals is based on the reality that every human being is a unique individual and that we all have a right to good health and should access means to a comfortable life in one way or another.
Our Guiding Principles
At the Wonder International Hospitals, we are committed to respecting the following principles:

1.    As coalition builders, we will work co-operatively with all individuals and groups, with/for profit and not for profit corporations and organizations, and with governments and international bodies committed to the fight to extend health to the needy, subject only to the policies and priorities set by our governing bodies.
2.    We undertake to be open, honest, and accountable in our relationships with everyone we work with and with each other. We endeavor to perform our duties honestly, faithfully and efficiently, respecting the rights of National Branches and of our colleagues.
3.     We will be politically non-partisan and non-sectarian in our work.
4.    We will treat and cure vigorously and courageously wherever sickness has been reliably identified.
5.    The decisions we take will be based on sound, objective and professional analysis and high standards of medical research.
6.    We will only accept funding that does not compromise our ability to address issues freely, thoroughly, and objectively.
7.    We will provide accurate and timely reports of our activities to our stakeholders.
8.    We will respect and encourage respect for fundamental human rights and freedoms.
9.    We are committed to building, working with and working through national branches worldwide.
10.    In our operations and recruitment policies, we will strive to create equal opportunities for all, and achieve balanced and diverse representation with respect to gender and religion, as the diversity of the movement we serve requires.

3. Board of Directors

Board of Directors
WIH seeks individuals to serve as Directors who are active in our communities. Many of these individuals are business and civic leaders who have executive positions or other relationships with companies or other non-profit organisations in Ghana and beyond.
A. Officers of the Board
1)    Chairperson

2)    Senior Chair
3)    CEO (Executive Director)
4)    Vice Chair
5)    Secretary
6)    Asst. Secretary
7)    Treasurer
8)    Asst. Treasurer

B. The Board
The number of the members will be determined by the board according to the growth of WIH and the new/future necessities of service.

Officers of the Board of Directors must be at least 18 years old.
This governing body is authorized to conduct the affairs of the organisation between meetings of the board of Directors. It is to meet as frequently as is necessary to fully and adequately conduct the business of the organisation. At a minimum, there should be at least 4 meetings annually.
Voting at the Officers of the Board of Directors meetings shall be by show of hands on a majority basis. If there is a tied vote then the chairperson shall have a second vote.
Power to set up sub-groups and working parties as deemed necessary and these sub-groups and working parties shall be accountable to the committee.
MINUTES: Minutes of each meeting of the board of directors and its executive committee are to be produced, distributed to each member of the governing board, and archived for future reference. The minutes also are to be available to the organisation’s shareholders and officers, with the exception of discussions related to personnel evaluation and other such confidential information.

C. Board Committees
The Committees of the Board of Directors generally meets eight times per year, including an annual meeting during which Officers are elected and Board Committee members are appointed. The Board of Directors shall have the following Committees:

1.    Audit Committee
2.    Compensation Committee
3.    Conflict of Interest and Managing Innovations Committee
4.    Development Committee
5.    Finance Committee
6.    Governance Committee
7.    Government and Community Relations Committee
8.    Research and Education Committee
9.    Safety, Quality and Patient Experience Committee

D. Responsibilities
The board of Directors is crucial to WIH and is responsible for many specific tasks. The board’s main task is to govern and oversee the operations of the organisation through acting as fiduciary. In other words, the board is legally, financially, and morally responsible for the organisation. Each individual member of a board is significant and holds many responsibilities that help contribute to his/her work on the board as a whole. The five main tasks listed below outline crucial responsibilities of the board as a whole, focusing on how each individual member can effectively contribute to these tasks.
E. Mission & Purpose
A board of Directors as a whole is responsible for creating and defining the mission of an organisation. This is usually done in the form of a mission statement. This statement includes:

1.    The purpose of WIH
2.    The core values of WIH
3.    What WIH seeks to accomplish.
The mission statement is not set in stone. The board of directors is responsible for reviewing it regularly in order to assess whether any revisions are necessary. One way in assessing whether this is necessary is to look at the programmes, activities, and to make sure the organisation has not drifted from its purpose.
The board member is individually responsible for:
•    Knowing and understanding an organisation’s purpose and mission statement
•    Being able to explain what WIH does and what population it targets
•    Being able to provide people with general information about WIH’s programmes and activities
•    Explaining your personal reasons for being a part of the board and what your individual goals are.

F. Hire & work of CEO
The responsibility that the board has of choosing and hiring a chief executive officer is significant because he/she is essentially handling and managing the entire organisation. Before selecting an executive officer, the board of directors must wholly review the mission and purpose of the organisation and then agree on what their expectations are. They must agree on what kind of person they are looking for and what kind of person would positively contribute to WIH.

In talking to and interviewing candidates, the board must:
•    Be clear about the job description and what the job essentials are
•    List both general and specific responsibilities
•    Look for desirable personal attributes, strong communication skills, and efficient management and organisational characteristics
•    Be honest about any problems WIH is currently experiencing.
Lastly, the board is responsible for understanding what their tasks are and how they are different from those of the executive director. For example, they must be aware of the fact that their primary responsibility is governance of WIH, while the chief executive officer is responsible for management and hiring all other staff. However, just as the chief executive officer is expected to support the board, the board must work well with and support the chief executive officer in his/her decisions.
The board member is individually responsible for:
•    Counselling (when necessary) and supporting the chief executive officer
•    Consulting the executive director and keeping him/her updated on your tasks and activities
•    Working collectively with the board to appropriately evaluate the work of the executive director
•    Advising the chief executive officer about the advantages of partnerships if you are knowledgeable about and/or part of another organisation.

G. Financial Oversight
The board is unanimously responsible for the careful and prudent use of money within the organisation. In order to meet this responsibly, the board should determine what the financial policies are: Most importantly, the board should help develop and approve the annual budget. This is a significant responsibility because approving the budget has a domino effect on all other priorities within the organisation. It is important that the approval is done by no one else—not even the executive or finance committee.

In overseeing the budget, board members should receive financial and accounting balance sheets and reports. This ensures that everybody is up to date on the financial situation and changes can be made if necessary. Lastly, board members as a whole should be insistent upon an annual audit. However, the board members should not perform the audit, but should regularly meet with an independent auditor who should be assessing the financial situation.

H. Responsibilities
•    Maintaining confidentiality of the board’s meetings and financial related issues 

•    Never accepting/offering bribes or favours with anyone who is associated business-wise with the organisation
•    Being cautious and careful with any controlling and transferring of funds
•    Making sure he understands and is up to date with WIH’s financial statements and situation
•    Fulfilling his role of a fiduciary.
•    Planning lunches/events to provide financial contacts for WIH.
•    Suggesting nominees to the board who are achieved men/women you may know from the community
•    Conveying to the community enthusiasm about WIH
•    Speaking to the community, friends, and other personal contacts about WIH
•    Providing publicity for WIH at events/galas
The role of the board of directors of WIH focuses on the board responsibilities as a whole. The previous five points attempt to shed some light on the role of the individual and how important he/she is in contributing to the overall make-up of the board. Most importantly, individual members must perform their jobs competently and efficiently while being able to work well with other board members and establishing a healthy and responsible working relationship with them.

I. Adequate Resources
The board of directors is responsible for:

•    Ensuring that WIH has enough human and financial resources to serve its mission and purpose.

J. Communication
The board of directors is responsible for acting as the voice of WIH. They are responsible for articulating the goals, mission, and purpose of the organisation in order to promote it and help the community understand what they do. They must ensure that they collectively listen to the needs of the community and make any necessary changes that will enable them to serve the community to the highest potential. Board members are also responsible for making sure WIH can support outreach to the community through a significant and successful public relations strategy. Along with this, they should help in developing strategies for community outreach.
K. Annual Meeting
a)    The board of Directors of WIH shall hold an Annual General Meeting (AGM) at not more than 15 month intervals.

b)    Where possible members shall be notified personally, otherwise notice will be deemed served by advertising the meetings in at least five public places giving at least seven clear days’ notice of the AGM.
c)    If face-to-face meetings are not required by local or national law and the organising documents, then communication technologies can aid in conducting frequent meetings.
d)    The business of the AGM shall include:
•    Receiving a report from the Chairperson of the group’s activities over the year.
•    Receiving a report and presentation of the last financial year’s accounts from the Treasurer on the finances of the group.
•    Electing a new Committee and considering any other matter as may be appropriate at such a meeting.
e)    The quorum for Annual General Meeting shall be at least two thirds of which virtual communication is allowed to assure the participation of the majority of the members of the board.

L. Responsibilities
The board of directors shall be responsible for its own conduct. This governing body is to establish written expectations for board members (including expectations related to service on committees, attendance at meetings, and programme activities), and annually evaluate its own performance. The governing body is to establish job descriptions for its officers (chair, treasurer, secretary, etc.).
M. Global Ambassadors
WIH invites celebrities with demonstrated interest in its health and humanity mission to use their fame to draw attention to WIH’s vision in order to attract patients and investors. This may take the form of public advocacies, visits to branches, draw media attention, and use of their political access to promote WIH causes. 

These also include members of the governing body but not limited to members of the governing body who shall serve as ambassadors for the organisation, articulating its mission, accomplishments and goals to the public, and garnering support for the organisation.

N. Managements
1.    Chief Executive Officer (CEO) of Wonder International Hospitals

2.    Chief Administrative Officer (CAO)
3.    Chief Financial Officer (CFO)
4.    Chief Human Resources Officer
5.    Chief of Facilities Development & Engineering
6.    Chief of Policy Development and Strategy
7.    Chief of Monitoring and Evaluations
8.    Chief of International Relations
9.    Chief of Security
10.    Chief of Information Technology

4. Practical Guidelines

Practical Guidelines
The Practical Guidelines for WIH shall be developed for WIH (including Directors, Staff as well as Senior Advisors) regardless of their location. Those working with WIH as volunteers or as paid consultants are expected to observe the spirit of this Code.
4.1. Chapter Relations
•    We will consult actively with our National Chapters in the development and implementation of policies and activities that have an impact on them.

•    We will endeavour to respond to all requests from our National Chapters fairly and expeditiously.

4.2. Staff Relations
•    We will treat each other and those with whom we work with respect and consideration, being sensitive to our diversity, in terms of cultural background, gender, region, religion, disability, family status, sexual orientation, etc.

•    We will communicate and consult with each other openly and collegially and in a manner that assists each of us to fulfil our duties and responsibilities faithfully and efficiently.
•    We will respect the privacy and private lives of our colleagues when dealing with personal information.
•    We undertake to ensure adequate consultation with any staff member before making any decision, which may impact upon that staff member.

4.3. WIH Integrity
A. Private
1.    PRIVATE. The WIH is to be organised and operated as a private entity.

2.    TRADE OR BUSINESS. The organisation is not to be operated for the primary purpose of carrying on a trade or business, unrelated to its mission and stated objectives.
3.    GOVERNING INSTRUMENT. The WIH’s governing instrument shall prevent the organisation from distributing profits or assets for the benefit of individuals both during operation and when winding up.

B. Non-Governmental
1.    NON-GOVERNMENTAL. The organisation is not to be part of, or controlled by, government or an intergovernmental agency.

2.    POLITICALLY INDEPENDENT. The organisation shall maintain independence and not be rigidly aligned or affiliated with any political party, although it may share a common political or legislative cause within the limit of its mission, stated objectives and legal structure. By itself, being non-governmental does not mean that WIH is prohibited from political activity. However, if WIH is permitted to do political and legislative activity it shall only engage within the limit of its mission and stated objectives.

C. Organised
1.    ORGANISING FEATURES. The WIH shall have an organising document, a governing board, officers, and regular meetings and activities.

2.    ORGANISING DOCUMENTS. The organising documents (such as bylaws, a written constitution, or memorandum of association) shall clearly define the mission, objectives, governance structure, shareholders rights and obligations, if any, and rules of procedure.
3.    LEGAL RECOGNITION. These organising principles apply whether or not the WIH is legally recognised by any government.

D. Self-Governing
1.    INDEPENDENT. The organisation shall be independent. Its policies, vision, and activities shall not be determined by any for-profit corporation, government, government official, political party, or other agencies.

2.    SELF-GOVERNING. The organisation shall govern itself autonomously, according to whatever governance structure it selects for itself. It shall be equipped to control its own activities.

E. Voluntary
1.    VOLUNTEERISM OF GOVERNING BOARD. Those who are part of the WIH’s governing body (generally the board of directors) are to serve in a voluntary capacity, for no pay.
4.3.1. Conflicts
In our work, conflict may arise between our personal interests and the interests of WIH, National Chapters or other stakeholders. We will disclose such conflict and resolve it in a transparent manner, in the interest of WIH. The following paragraph is based on the general policy set out in the WIH Conflict of Interest Policy, and spells out in detail the obligations of WIH employees in regard to this policy.
4.3.2. Recruitments
Appointments to all positions will be made on merit, regardless of gender, region, religion, disability, family status, sexual orientation, etc. We are committed to open, fair, and transparent appointment, recruitment, hiring, and procurement procedures and practice. Family members, and friends and organisations with which we or our families or friends are associated, will not be accorded preferential treatment. If hiring or contracting members of the immediate families of WIH staff or the Board of Directors, that is a partner, parent, child or sibling, we will follow carefully the guidelines set out in the recruitment policy to ensure non-preferential treatment. To manage potential conflicts of interest, we will disclose such connections with potential applicants or candidates of whom we are aware. We will recuse ourselves from any recruitment or contracting process where we have a conflict of interest. We will ask shortlisted candidates to declare such relations at WIH or with the Board of Directors. We will not allow situations in which close family relatives or partners are in a direct reporting relationship to one another.
4.3.3 Good Governance
We require integrity and fair practices in all aspects of our activities and we expect the same standards of those with whom we have relationships. We do not tolerate corruption and prohibit bribery in any form, whether direct or indirect. This includes facilitation of payments, which are bribes and must not be made.
A. Structure
1.    PLAN OF GOVERNANCE. The WIH shall establish a plan of governance that best allows it to fulfil its mission, and reflects the core values and cultural standards of the organisation. Democratic principles are to be used where appropriate and applicable.

2.    ORGANISING DOCUMENTS. The organisation’s governance structure - including rules relating to the conducting of business by the governing body and, if applicable, an executive committee that acts between board meetings, and the procedure for electing and appointing officers and their roles - is to be clearly specified in the organising documents (bylaws, etc.) and available to all interested parties.

B. Governing Body
1.    DIRECTORS RESOURCES. The WIH’s governing body shall consist of individuals who are dedicated to the mission of the organisation, willing to volunteer their time and energies toward achievement of the mission, and able to offer substantial contributions to the organisation. Among resources they may bring to the governing body are experience and wisdom, prestige, the ability to raise money for the organisation, and professional skills, such as legal, accounting, management and marketing.

2.    UNRELATED DIRECTORS. The governing body is to have at least three members, who are not closely family related, and preferably should have at least five unrelated members. Family relationships are accepted between two members at most, but then the board should have seven or more members.
3.    POLICIES ON PAID STAFF. The organisation shall have a policy restricting the number of paid staff who are voting members of the governing body, ideally to no more than one person or 10% of the governing body. An indirectly or directly compensated person should not serve as the governing body’s chairman or treasurer.
4.    TERM LIMITS. Term limits are to be established for membership on the governing body. Consideration should be given to both the maximum number of years that can be served in an individual term and the number of consecutive terms allowed. It is generally preferable to limit board service to a maximum of three-year terms and three consecutive terms, with at least one year required before a member becomes eligible for re-election after completing the maximum number of consecutive terms.
5.    NOMINATING COMMITTEE. The procedure for nominating members to serve on the governing body shall be known to members and other relevant parties.
6.    DIVERSITY. The governing body should have broad representation, reflecting the diversity of the WIH’s constituencies. The WIH may enhance participation of members from diverse geographical distances if the organisation’s bylaws, and the local or national law, allow meetings via such technologies as teleconferencing.
7.    BYLAWS. Each member of the governing body is to be presented with the bylaws of the organisation and be familiar with these bylaws.
8.    COMPENSATION. Members of the governing body are not to receive compensation for their board service. They may receive reimbursement for expenses directly related to their board duties.

C. Responsibilities
1.    MISSION STATEMENT. The governing body shall establish the direction of the WIH, by creating or adopting the mission statement, reviewing it periodically for accuracy and validity, and revising it as necessary or desirable.

2.    PROGRAMS AND COMPLIANCE. The governing body shall determine the WIH’s programs and services, and monitor their compliance with the mission and their effectiveness and efficiency.
3.    RESOURCES. The governing body shall ensure the organisation has the proper resources to fulfil the mission.
4.    ANNUAL BUDGET. The governing board shall approve the annual budget and actively participate in the process
5.    RESOURCE MANAGEMENT. The governing body shall manage the resources effectively, and provide oversight regarding fiduciary and legal requirements.
6.    CHIEF EXECUTIVE OFFICER HIRING AND EVALUATION. The governing body shall hire the chief executive officer, undertaking a careful search process to find the most qualified individual. The governing body also shall set the chief executive officer’s compensation, ensure that he or she has the moral and professional support needed to advance the goals of the WIH, and periodically evaluate his or her performance.
7.    STRATEGIC PLANNING. The governing body shall actively participate with the staff in long-term and short-term strategic planning processes, including defining goals and objectives and the success of the WIH toward achieving its mission.
8.    CODE OF ETHICS AND CONDUCT. The governing board shall approve a code of ethics and/or conduct for the WIH, and assure that the organisation is in compliance with this code.
9.    AMBASSADORS FOR THE WIH. These include but not limited to members of the governing board who shall serve as ambassadors for the organisation, articulating its mission, accomplishments and goals to the public, and garnering support for the organisation.

D. Conflict of Interest
1.    BEST INTERESTS OF THE WIH. In serving on the governing body, directors shall put organisational goals before personal goals, and put the best interests of the organisation ahead of individual desires.

2.    MATTERS IMPACTING A DIRECTOR. No director shall participate in deciding a matter directly impacting that individual (such as re-election to the governing body, personal remuneration, etc.)
3.    DISCLOSURE. Each director shall disclose all potential and actual conflicts of interest; including each institutional affiliation he or she has that might possibly involve a conflict of interest (such as sitting on a board of another private health institution with overlapping goals and missions). Such disclosure does not preclude or imply ethical impropriety.
4.    WRITTEN CONFLICT OF INTEREST POLICY. The governing body shall develop a written conflict of interest policy, which is applicable to the directors and to any staff and volunteers who have significant decision-making authority regarding the organisation’s activities or resources, as well as relevant organisational partners.
5.    SIGNATURE. The governing body shall provide its members with the written conflict of interest statement, which should be signed by the individual at the outset of each term of service.
6.    LOANS TO MEMBERS OF THE GOVERNING BODY. If WIH has provision for making loans to members of the governing body, there shall be a policy describing how the loans operate. All loans or transactions with members of the governing body are to be included in the WIH’s full financial reports.

4.3.4. Entertainments
There are a variety of customs concerning the giving and receiving of gifts in different cultures. As the acceptance of a gift may appear to create an obligation, we will avoid giving or accepting gifts, favours and gratuities in connection with official duties as required by the following policies:

•    We will not accept directly or indirectly any discount, gift, entertainment , or favours (referred to as gifts) that may influence or be perceived to influence the exercise of our function, or the performance of our duties or our judgment.
•    All gifts between the value of $ 20 and $ 100 will be registered as provided in the next paragraph, and all gifts from a value of $ 100 or more will be refused.
•    Registration Process: All gifts will be reported to the supervising officer and recorded on a document managed by the Ethics Advisory Committee and that is available to all WIH staff.

4.3.5. Travel & Property

•    Official travel undertaken by us will be directly related to the work of the Secretariat, and will be undertaken only when necessary. Only economical and bona fide travel expenses will be reimbursed. Only economy airfare will be paid, unless otherwise decided by the Managing Director in accordance with guidelines set by the Board.
•    We will ensure that WIH resources will be used effectively. Assets under our control will be used for no purpose other than for the advancement of WIH’s objectives.
•    When private travel is added onto WIH related travel, we will notify our supervisor before the trip and will meet any extra costs that this may entail.

4.3.6. Private Activities
•    We will not engage in any activity or transactions or acquire any position or function, whether paid or unpaid, that is incompatible with or detracts from the proper performance of our duties, and that may bring WIH as a whole into disrepute.

•    We will so arrange our private affairs as not to engage in any activity that might impair the credibility of WIH by giving the impression that WIH is fostering individuals, public or private institutions whose behaviour is perceived as not being in accordance with WIH’s values.
•    We will not use WIH business relationships to solicit or obtain favours or improper benefits in private life.
•    We will not allow our political affiliations and/or activities to unduly influence or interfere with the political neutrality that is the hallmark of the WIH.

4.3.7. Remuneration
Where we receive any remuneration for public speaking, writing for a publication or a media appearance, and WIH organisational information is involved or the appearance is a result of the individual’s employment or association with WIH, then the remuneration will be paid directly to WIH. However, the Managing Director may decide to forward such honorarium, partly or entirely, to the respective staff member.
4.3.8. Post-Employment
We will not allow our actions and decisions in the course of our work to be improperly influenced by the prospect of future employment with others.
4.3.9. Transparency
•    We will be as open as possible about all decisions and actions we take, taking into account the need for confidentiality in some situations.

•    We will treat information obtained in the service of WIH with confidentiality, when its nature calls for it or when this is explicitly requested, and will not use any such information or materials to further a private interest. This obligation continues after the staff’s separation from WIH.

4.4. Transparency

A. Transparency
1.    FISCAL RESPONSIBILITY. Members of the governing body hold ultimate fiscal responsibility for their organisation and are to understand the organisation’s financial statements and reporting requirements.

2.    ANNUAL BUDGET .The organisation’s annual budget is to be approved by the governing body, and is to outline projected expenses for program activities and administration. The WIH is to operate in accordance with that budget.
3.    INTERNAL FINANCIAL STATEMENTS. Internal financial statements shall be prepared regularly and provided to the governing body. Any and all significant variations between budgeted expenses and actual expenditures, and between budgeted revenues and actual revenues, are to be identified and explained to the governing body.
4.    FINANCIAL POLICIES. The WIH shall have established financial policies, suitable for the size of the organisation, regarding the receiving and disbursement of financial resources, investment of assets, purchasing practices, internal control procedures (such as policies for signing cheques), and so forth.
5.    INTERNAL CONTROL PROCEDURES. The organisation’s internal control procedures shall have a safeguard against a person having the power to issue a cheque to himself or herself, such as requiring an additional signature. The organisation’s internal control procedures shall have a safeguard against one person being able to issue a cheque over a certain amount (such as two signatures being needed over $5,000) and shall have restrictions on cheques made out to cash.
6.    AUDIT. If the organisation has substantial annual revenue, the accuracy of the financial reports shall be subject to audit by an independent, qualified accountant. WIH’s with small gross incomes shall have a review by a qualified accountant.
7.    PROFESSIONAL STANDARDS. The organisation shall adhere to professional standards of accountancy and audit procedures as stipulated by the law in its nation, and fulfil all financial and reporting requirements.

B. Legal Compliance

1.    LAWS AND REGULATIONS. The organisation’s activities, governance, and other matters shall conform to the laws and regulations of its nation and locality. (WIH may seek to change those laws and regulations, if such activity is consistent with its mission.)
2.    ATTORNEY REVIEW. The organisation shall obtain attorney review of the organising documents of the WIH to make sure that they are in compliance with existing laws and regulations, and shall make recourse to attorney services as appropriate to ensure continued legal compliance.
3.    LIABILITY INSURANCE. The organisation should consider having liability insurance, if available and applicable.
4.    INTERNAL REVIEW. The organisation periodically shall conduct an internal review regarding compliance of the organisation with current laws and regulations and summaries of this review should be presented to members of the governing body.

4.5. Environmental
We are committed to reducing the environmental impact of WIH, within all our operations and conduct. We will strive to integrate and apply environmental values into our decision-making processes and in our relationships with external partners and the movement.
II. Implementation

1. Getting familiar with the Code
I.    WIH management will actively encourage an internal dialogue on ethics, provide guidance for staff and ensure that internal systems, policies and procedures are consistent with this Code.

II.    Copies of the Code will be provided to each staff member and published on our website.
III.    The Code will be annexed to all contracts of employment and signed along with it.
IV.    There will be an annual review of compliance with the Code and evaluation of its impact on the culture of integrity at the Secretariat. The review will be conducted by the Ethics Advisory Committee, together with the WIH Ethics Council.
V.    Periodic meetings with all WIH staff members will provide a forum of discussion and review of the impact of the code.

2. Raising an Issue
Any concerns about an interpretation, application or suspected violation of the Code that staff or other stakeholders are not comfortable rising directly with the staff concerned should be brought to the attention of the Ethics Advisory Committee (see below). If the issue cannot be resolved between the complainant and the Ethics Advisory Committee, then the matter may be brought to the attention of the WIH Ethics Council. If it is felt inappropriate to raise the issue with the Ethics Advisory Committee first, the matter maybe brought directly to the attention of the WIH Ethics Council.

1.    Concerns may be raised in person or by email through established secure and confidential mechanisms.
2.    No one shall be discriminated against or disciplined or reprimanded for reporting concerns or requesting guidance concerning the WIH Code of Conduct whether or not the concerns are established as valid or substantiated.

3. Advisory Committee
The Ethics Advisory Committee, which is composed of 5 member staff, is elected by WIH staff through an election organised by the WIH and subject to the endorsement of the Board of Directors after consultation with the CEO.

The Ethics Advisory Committee is elected for a period of one year and is eligible for re-election for a maximum of two further terms which may or may not be consecutive.
The primary responsibility of the Ethics Advisory Committee is to inform about the WIH Code of Conduct and to give confidential advice on ethical questions to staff members and other stakeholders who request it. In addition, the Ethics Advisory Committee shall in relation to this Code also:
1.    receive training on ethics at the beginning of his/her term
2.    facilitate ethics training for staff with support from the Ethics Council, the Human Resources Department and the Governance Team,
3.    receive complaints in confidence where a staff member or other stakeholders have reason to believe that a breach of the Code may have taken place, and give advice to persons concerned,
4.    inform all persons concerned about any outcomes reached,
5.    report where appropriate to the Managing Director about concerns raised and outcomes reached, but without disclosing the identity of those making confidential reports,
6.    maintain the registration file for gifts and make this accessible within WIH,
7.    ensure that the impact of the Code is evaluated on an annual basis,
8.    collect suggestions for amendments to the Code and discuss them with all stakeholders, and
9.    present an annual report to WIH staff and the Board through the Board Ethics Committee.
The Ethics Advisory Committee will not deal with cases involving personnel issues, which have no ethical implications.

4. WIH Ethics Council
The Ethics Council is composed of three members. One member is from the WIH staff, the second from the management committee while the third is from the board of directors. Members of the Ethics Council are elected for a period of two years, and are eligible for re-election for a maximum of one further term. In relation to this Code the Ethics Council shall:

1.    receive ethics training at the beginning of their term,
2.    assist the Ethics Advisory Committee in keeping the effectiveness of the Code under review,
3.    assist the Ethics Advisory Committee in facilitating training and other ethics related activities,
4.    maintain a dialogue and convene at least twice a year with the Ethics Advisory Committee to review the work of the Ethics Advisory Committee and the Ethics Council, and
5.    address issues or claims raised by the Ethics Advisory Committee, WIH staff or other stakeholders. To this end:
i.    The Ethics Advisory Committee may request that an issue or claim be addressed by the WIH Ethics council. In meetings of the Ethics Council, the Ethics Advisory Committee will not disclose the identity of any person who has made a confidential report.
ii.    If a staff member or other stakeholder feels it inappropriate to raise the issue with the Ethics Advisory Committee first, or if the response from the Ethics Advisory Committee is not considered to be satisfactory, s/he may request an issue to be addressed in a meeting of the WIH Ethics Council.
iii.    If considering a specific case, the Ethics Council shall agree a third member on a case by case basis, which shall be drawn from WIH staff. Decisions are made by majority vote.
iv.    Upon such request the Ethics Council shall be convened promptly, review the issues raised and claims made and discuss these matters with the persons involved, except for persons having made an anonymous report. In such discussions, the Ethics Advisory Committee will maintain the confidentiality of any previous discussions held on a confidential basis unless the persons involved waive confidentiality.
v.    The Ethics Council shall reach a conclusion and make a written recommendation to all persons involved and, as appropriate, to the WIH Works Council, WIH staff, the Managing Director, the Chair of the Board of Directors and the Board of Directors.
vi.    If a Council member is her/himself involved in a suspected violation of the Code, s/he shall not be involved in the review of the case. A replacement will be co-opted by the remaining members, maintaining the balance between Director and non-Director level staff.
The Ethics Council will not deal with cases involving personnel issues, which have no ethical implications.

5. Shareholders
1.    SHAREHOLDER RELATIONSHIP. The directors, management, staff and volunteers of the organisation shall not exploit any relationship with a shareholder or prospective shareholder for personal benefit or the benefit of any relative, friend, associate, colleague, and so forth.

2.    CONFIDENTIALITY. Privileged or confidential information regarding the shareholder or shares must not be disclosed to unauthorised parties.
3.    SHAREHOLDER’S PRIVACY. A shareholder’s privacy shall be respected and the WIH must safeguard any confidential information regarding the shareholder or the share.
4.    PRIVACY POLICY. The organisation shall have a clear and easily accessible privacy policy that informs the public what information is being collected on individuals and shareholders and how that information will be used, how to contact the organisation to review personal information collected and to request corrections, how to inform the WIH that the individual does not wish his or her personal information to be shared outside the WIH, and what security measures are in place to protect personal information.

6. Human Resources

A. Responsibilities of the WIH

1.    CAPABLE AND RESPONSIBLE STAFF. The organisation shall seek capable and responsible employees and volunteers (collectively, “staff”), who are committed to the mission of the organisation.
2.    TRAINING AND WORKING CONDITIONS. The organisation shall provide proper training and orientation for new staff, and provide them with suitable working conditions.
3.    WRITTEN HUMAN RESOURCE POLICIES. It is to have written human resource policies (or an employment manual) for its staff, including basic aspect of employment (benefits, vacation days, sick leave, etc.), and other fundamental policies such as confidentiality of information, computer policies (use of computer resources for personal work, ownership of computer resources), drug and alcohol policy, conflict of interest, and grievance procedures.
4.    STAFF GROWTH AND DEVELOPMENT. The organisation shall provide opportunities for individual growth and staff development, and foster an atmosphere whereby supervisors encourage personal growth of staff.
5.    FAIRNESS AND RIGHTS. All staff shall be treated with fairness and equity, and as individuals with rights to be honoured and defended. Their rights to freedom of association, conscience and expression must be respected and protected.
6.    CODE OF ETHICS AND CONDUCT. Each staff member shall be provided with the WIH’s code of ethics and/or conduct and any written human resource policies.
7.    COMMUNICATION OF SERIOUS CONCERNS. Key staff shall be enabled to communicate serious concerns to a member of the governing board or officer.
8.    STANDARDS AND RESPONSIBILITY. Staff shall be encouraged and guided in maintaining the highest standards of professional and personal conduct, and in taking personal and professional responsibility for their actions and decisions.
9.    CONFIDENTIALITY. Guidance shall be provided for staff with access to official documentation or information regarding maintenance of the integrity, confidentiality, and privacy of such information to protect any individual concerned.

B. Conflicts of Interest
1.    WRITTEN POLICY. The governing body shall provide staffs that have decision-making power a written statement of how they shall handle potential conflicts of interest. Ideally, this statement will be signed by each individual at the time of their beginning service with the WIH and periodically thereafter.

2.    DISCLOSURE. Each officer shall disclose each institutional affiliation that he or she has that might possibly involve a conflict of interest.
3.    GIFTS. The WIH shall establish a policy regarding gifts to staff members, such as requiring that staff refuse all significant gifts connected with their position, or turn them over to the organisation.
4.    USING POSITION FOR PERSONAL BENEFIT. Staff members shall refrain from using their official position, either regular or volunteer, to secure special privilege, gain or benefit for themselves.
5.    LOANS. If the organisation has provision for making loans to staff, there is to be a policy describing how the loans operate and all loans shall be disclosed to the governing body.
6.    BEST INTERESTS OF THE WIH. Employees and staff should put organisational goals before personal goals, putting the best interests of the entire program ahead of individual desires.

7. Public Trust

A. Public information on the WIH

1.    ACCURACY AND TIMELINESS. Information provided about the organisation to shareholders, members, clients, staff, and the general public shall be accurate and timely.
2.    ANNUAL REPORT. At least annually, the organisation shall prepare and make available to the public information on its programs and services, and provide public access to appropriate records of those programs and services.
3.    CONFIDENTIALITY. The organisation shall maintain the confidentiality of personal information on staff, clients and others, unless the individuals waive this right, or disclosure is required by law.
4.    COMMUNICATIONS CHANNEL. The organisation shall provide a communication channel for the public should they wish to make inquiries regarding the WIH and its activities.
5.    DISCLOSURE. The WIH shall assign at least one person to assure that the organisation is complying with national and local laws regarding disclosure of information to the public.

B. Public advocacy
1.    ACCURACY AND IN CONTEXT. Information that the organisation chooses to disseminate to the media, policy makers or the public must be accurate and presented with proper context. This includes information presented by the WIH with respect to any legislation, policy, individual, organisation, or project it opposes, supports, or is discussing. Forward-looking projections are to be presented clearly as such, and not as fact.

2.    VERBAL AND WRITTEN STATEMENTS. The organisation shall have clear guidelines and approval processes for the issuing of verbal and written statements.
3.    DISCLOSURE OF BIAS. The organisation shall present information in a fair and unbiased manner. Where a possible bias is unavoidable or inherent, it is to be disclosed.

8. Partnership

A. General Principles of Partnerships and Collaboration

1.    MISSION CONSISTENCY. The organisation shall collaborate with other entities only if the relationship is consistent with the mission of the WIH.
2.    SHARED VALUES. The organisation shall collaborate on the basis of shared values, common ground, and for the good of society.
3.    MUTUAL BENEFIT. The WIH shall collaborate on the basis of equitable and genuine mutual benefit to each organisation.
4.    TRANSPARENCY.WIH collaboration shall allow financial transparency and a two-way flow of information, ideas, and experiences.
5.    ADAPTIVE TO CHANGE. Collaborations are to be adaptive to change. Changes in the relationship are to be developed through cooperation, and not forced by one or the other organisation.

B. NGOs Relationships
1.    SUPPORT FOR NGO’s. The WIH shall express solidarity with campaigns and actions of NGO’s, and promote the effectiveness and success of NGO’s, when it does not compromise the integrity or values of the WIH.

2.    NETWORKING. The organisation shall network with other ethical NGO’s as a means for promoting the growth, effectiveness and efficiency of the NGO sector and the ability to advance the public good.

C. Gov. Relationships
1.    WIH OBJECTIVES AND INDEPENDENCE. The organisation shall enter into a partnership agreement with a government or intergovernmental body only when it is beneficial to achievement of the WIH’s objectives and does not compromise the independence or self-control of the organisation.

2.    APPROPRIATE AND MUTUALLY BENEFICIAL. The organisation shall seek to dialogue and cooperate with government and intergovernmental agencies when such cooperation would be both appropriate and mutually beneficial and could increase the WIH’s effectiveness in dealing with issues and priorities in its agenda.
3.    MISSION-LED. The organisation shall not enter into a partnership with a governmental or intergovernmental body solely to promote the sustainability or competitive advantage of the WIH’s independent of achieving its mission objectives.
4.    POLITICAL FAVOUR. The organisation shall not change its policies or non-partisan nature in order to curry political favour.

D. Private Corporations
1.    MISSION-LED. The organisation shall not enter into collaboration with a for-profit corporation if motivated by financial reasons that are independent of achieving its mission and objectives.

2.    PRIVATE OBJECTIVES AND INDEPENDENCE. The organisation shall enter into collaboration with a for-profit corporation only when it is beneficial to achievement of the WIH’s objectives and does not compromise the independence or self-control of the organisation.

9. Amendments
•    The Code shall be reviewed regularly. Amendments to the Code or constitution shall be discussed with all stakeholders. Final changes must be agreed between WIH Management and the WIH Works Council, and must be endorsed by the WIH Board of Directors.

•    Proposals for amendments to this constitution or dissolution (see Clause) must be delivered to the secretary in writing. The secretary in conjunction with all other officers shall then decide on the date of a forum meeting to discuss such proposals, giving at least four weeks (28 days) clear notice.
•    Any changes to this governing policy must be agreed by at least two thirds of those members present and voting at any general meeting.

10.  Audit Firm
Accountants and Business Advisors,

Farrar Avenue,
P.O. Box 1219, Accra.