An official Cochrane policy. Last updated June 2024.
Sections of this policy:
1. Summary
The Cochrane Collaboration is a charity, registered with the Charity Commission (which regulates charities in England and Wales). Members of the Governing Board are the charity's Trustees and Directors of the charitable company. Trustees are legally responsibility for the organization’s management and administration and must make a declaration of eligibility and responsibility.
All Board members must adhere to the Governing Board Charter and agree to the Code of Conduct.
The Board usually comprises about 13 members:
- Seven elected members
- Six appointed members
- One member serves as Chair (or two as Co-Chairs) and one serves as Treasurer (these roles may be elected or appointed members and are selected by the Board)
All Board members are expected to:
- Act at all times in the best interests of Cochrane as a whole organization, and in accordance with its vision, mission and values;
- Uphold high standards of governance;
- Set organizational strategic direction and policy, and review these on a regular basis in order to continue to be responsive to the changing environment in which the organization operates;
- Delegate to the Chief Executive Officer (CEO) and the Editor in Chief the authority to determine how best to achieve the strategic objectives and to manage the charity's day-to-day business;
- Monitor the achievement of the strategic objectives and compliance with the policies established;
- Oversee the charity's financial reporting and disclosure.
Cochrane Board members come from all over the world. The working language of the Board is English. Board membership is voluntary and unpaid, although expenses are reimbursed.
A detailed electoral and appointment procedure is provided below, including information on how candidates apply, and policies on canvassing and candidate promotion.
2. Overview of Board roles
2.1 Co-Chairs
The Board may appoint one Chair or two Co Chairs. Until September 2023 it was usual to appoint two Co Chairs but after a Governance Review, the Governing Board agreed to appoint one Chair from September 2023.
Eligibility
The Articles of Association (Section 18) give the Board powers to appoint a Chair or two Co-Chairs under the terms they determine. The Governance and Nominations Committee (link to the ToR here once they have been added to the website, the current document is out of date) oversees the appointment (and reappointment) of elected and appointed members of the Governing Board. A role description sets out the Chair’s responsibilities along with the skills and experience required. To ensure a robust and transparent process and to reach as wide a pool of candidates a possible, a recruitment consultant was used to recruit the Chair of the Governing Board in 2024.
Remuneration
Generally, charities cannot pay their trustees , the position is voluntary, but some charities can pay their trustees because it’s allowed by their governing document.
Cochrane’s Articles of Association allow for reasonable and proper remuneration of the Chair or Co-Chairs, where necessary, for work conducted on behalf of the organization, up to a maximum that is approved by the organization and reviewed as necessary. Currently, the Chair is not remunerated.
Term of office
The Chair or Co-Chairs hold office for a term of two years and may be appointed for a further two year term. The Governance and Nominations Committee oversees the appointment (and reappointment) of the Chair or Co Chair and makes a recommendation which the Board is asked to approve.
2.2 Treasurer
The Treasurer may be an appointed or elected member of the Board. Responsibility for selection of a Treasurer rests with the Board. The Treasurer supports the Trustees to fulfil their obligation to provide financial oversight for the organization. The Treasurer holds office for as long as the Board determines, which is usually their full term as an appointed or elected member.
The role of the Honorary Treasurer can be summarized as follows:
To act as the leading interface between the Board and Central Executive Team (CET) – the paid staff of the Charity - on financial matters. To provide advice, assistance and information to the Board, Chief Executive Officer (CEO), and the Director of Finance & Corporate Services, so as to help ensure the Charity’s current and future financial obligations are met; and financial stewardship responsibilities and practices are in compliance with the Articles of Association, legal requirements and best practice.
2.3 Elected and Appointed Members of the Governing Board
The Governing Board is usually comprised of at least 13 members: seven elected members and usually at least six appointed members. The Co-Chairs and Treasurer count towards the 13 members in total.
Elected Members
Eligibility
The Articles of Association stipulate that a majority of the Board must be elected members.
To be eligible to stand in elections, candidates must:
- Accept the Terms and Conditions of Cochrane Membership and have been a Cochrane Member for at least 30 days prior to the close of voting in an election.
- Read the guidance published by the Charity Commission:
- Accept the Governing Board Charter.
- Accept and commit to adhering to the Code of Conduct for Trustees.
- Complete a Cochrane ‘Declaration of Interests’ Statement.
- Complete the ‘Trustee Eligibility Declaration’ required by the Charity Commission for all Trustees.
To confirm eligibility and access all the resources listed above, candidates complete an Elected Member Candidate Statement, which is made available at the time of the elections.
Attributes
Prior to each election the Board will identify key areas of skills and experience considered to be essential to the effective operation of the Board, and to strengthen the practice of governance for Cochrane.
No individual candidate is expected to cover all areas, so the Board will seek to ensure a balance and that each area is covered by at least one Board member. In order to target essential skills and experience, the Board may revise the list of key areas sought for each election. A list of key areas could include:
- Charity governance
- Evidence-informed health care or policy
- Editorial policy and publishing
- Consumer engagement
- Knowledge translation, communication and/or advocacy for evidence
- Organizational finance
- Organizational governance
Candidates may be elected with any combination of the required areas of expertise. Where the elected members of the Board do not collectively provide experience against each area, the published expertise requirements for the next election and the selection of appointed members may be targeted to ensure each area is covered. The Board is committed to improving the organizations’ approach to equity, diversity and inclusion. It recognises that having members with a broad mix of skills and knowledge and as well as a range of perspectives and lived experiences will help the Board to be innovative and flexible and better able to adapt to a changing environment and address future challenges.
Appointed Members
Eligibility
The Articles of Association (Section 15) give the Board powers to appoint Board members.
People may not begin service as an appointed member if they have a current conflict of interest with any commercial company with a direct interest in the findings of Cochrane Reviews, such as pharmaceutical companies or device manufacturers, including funding, holding paid or honorary positions (including board memberships), or other conflicts. Candidates with these conflicts may stand for appointment, but are required to step down from those positions or otherwise end the conflict before being eligible to take up their position.
The number of appointed members may be adjusted depending on coverage of key areas of expertise within the Board membership. Where all key areas are considered to be met, fewer appointments may be made.
Candidates will be identified following advertisement or direct searches and are appointed by the current members of the Board. To be eligible for membership of the Board they must:
- Read the guidance published by the Charity Commission:
- Accept the Governing Board Charter.
- Accept and commit to adhering to the Code of Conduct for Trustees.
- Complete a Cochrane ‘Declaration of Interest’ Statement.
- Complete the ‘Trustee Eligibility Declaration’ required by the Charity Commission for all Trustees.
To confirm eligibility and access all the resources listed above, candidates complete an Appointed Member Candidate Statement, which is made available at the time of the appointments.
Attributes
Prior to each round of appointments, the Board will identify key areas of skills and experience considered to be essential to the effective operation of the Board, and to strengthen the practice of governance for Cochrane. The key areas may overlap with those identified for elected candidates, but may also reflect skills and perspectives likely not to be found among elected members. They may include:
- Board membership or other leadership of a large not-for-profit organization
- Financial management and business development
- Scholarly publishing
- Patient/consumer engagement in evidence production and health policy
- Evidence-informed guidelines and policy
- Organizational operations across an international network
- Technology and data analytics
- Health economics
- Primary research
- Legal expertise
- Education and learning
- Communication and knowledge translation
The following applies to Elected and Appointed Members:
Time commitment
Board members are expected to attend four meetings per year, two of these meetings are held virtually and two are face to face. Face to face meetings are held in locations agreed by the Board. During 2024 the Board will meet face to face in Berlin on 11, 12 and 13 March and in Prague on 7, 8 and 9 September.
Members of the Board are expected to prepare for meetings in advance by reading and commenting on papers, they should contribute actively to Board business and keep up to date with current issues affecting the organization. Members usually join at least one of the Board Sub-Committees, which meet quarterly. Training and development sessions will require additional time.
Remuneration
Board membership is voluntary and unpaid, although all reasonable costs of attending meetings and fulfilling the responsibilities of Board membership are reimbursed. Please see the Board expenses policy for more information.
Term of office
Board members serve for a period of three years. At the end of three years, they are eligible to stand for re-election or re-appointment for one further term of three years.
No member of the Governing Board may serve more than eight years (whether as an Elected Member, Appointed Member or Co-Chair) unless a period of at least three years has elapsed since the end of their previous term.
3 Electoral and appointment procedure
3.1 Elected Members
A member of the Central Executive Team will be nominated as the Electoral Officer, and will be responsible for all required business dealing with nominations, elections and advice to candidates.
The timetable for the electoral process is set by Cochrane's Central Executive Team (CET), and should normally be conducted once each year.
Steps to be factored into the timetable include:
- Call for nominations
- Deadline for nominations
- Announcement of names of candidates
- Distribution of a URL for the web page where voting takes place
- Deadline for receipt of votes
- Count of the votes, and independent double-check
- Announcement of election results
The call for nominations will be published by the Electoral Officer on Cochrane news channels, with at least three weeks' notice before the deadline for nominations.
Candidates standing for election must submit their nomination by email to the Central Executive Team at the specified email address, by the specified deadline, including:
- A completed Elected Member Candidate Statement, which includes a declaration of conflicts of interest.
- The names of two Cochrane members acting as 'nominators' for the candidate. Note that since October 2018, nominators are not permitted to provide letters of support for candidates. They must be Cochrane Members, but they do not have to be in a leadership position in the organization.
- A recent photograph (headshot) of the candidate. Note that since October 2018, headshots are permitted and are optional. The aim of allowing photos is to increase the visibility of candidates and interest in the elections.
The Candidate Statement, photograph and names of the nominators will be published on the Cochrane Community website during the elections process, and the Candidate Statement and photograph will remain on the website against the names of the new members for the duration of their terms on the Board. For this reason, the Candidate Statement document template must be used; and full addresses, email addresses and/or unencrypted e-signatures excluded.
The Candidate Statement must specify the candidate's expertise against the published list of core areas of expertise identified by the Board as critical for its operation. This list may be amended from time to time by the Board, but not during the course of an election.
Nominated candidates' names will be announced on the Cochrane website immediately following the nomination deadline, in alphabetical order (by family name), with the nominators' names. Candidates standing for re-election and/or in a specially ring-fenced category will be identified. There will be a period of one week between the nomination deadline and the opening of voting to allow any disputes about eligibility to be resolved.
Voting
All members as defined by the Membership Terms & Conditions, will be entitled to vote in the election. Every member has one vote. The election will normally be conducted electronically via the Cochrane websites, and be managed by the Central Executive Team.
Members of staff of the Central Executive Team (CET) are eligible to vote in Board elections. However, this excludes the designated Electoral Officer, and CET staff with access to the results of the voting form during the running of the election (usually one or two members of Information & Technology team). A detailed discussion of eligibility is provided in the section below under the Special Considerations for Staff.
The Electoral Officer will disseminate the URL of the online voting system where votes may be cast by eligible voters.
Voting will be conducted via a password-protected online system. Each eligible voter must log in using their Cochrane password and register a vote for one or more of the candidates. Login details are used to identify unique voters and prevent the casting of multiple votes, but information on the vote of any individual voter will be kept confidential by the Electoral Officer and any IT staff supporting the election process.
Voters can cast a number of votes equal to the number of vacancies, and each vote has the same weight. The candidates with the highest number of votes will be declared elected. Vote counts are double-checked by two members of the Central Executive Team. In the event of a tie, the Board has the deciding vote. The number of votes that each candidate has received in the election is publicized, together with the announcement of the results.
The term of a newly elected member begins on the date the election results are announced.
Canvassing and candidate promotion
Cochrane places high regard on minimizing bias, promoting access, and enabling wide participation. For these reasons, canvassing for participation in elections or appointments processes is encouraged, but canvassing for specific candidates is prohibited.
‘Canvassing’ is a term usually used in political campaigns and refers to the direct contacting of individuals or groups of people, with the aim of informing and influencing their vote. Usually, canvassing within stated rules is perfectly legal and an important part of any election.
- Any Cochrane Member, Group or committee may encourage members to participate in elections without endorsing specific candidates;
- Cochrane leaders or leadership committees (e.g. Group Executives) should not publicly endorse specific candidates;
- Candidates may promote themselves via their own social media accounts or by private correspondence, but not via or to official Cochrane communication channels (see below).
Communication mechanisms:
- Official Cochrane communication channels (including but not necessarily limited to email lists, Group email addresses, Group and/or central social media accounts and Group/or central newsletters) can be used to promote elections but should not be used to endorse specific candidates and/or provide personal opinions on the suitability of candidates;
- All official communications should direct voters to the official elections page with the list of all candidates standing, in alphabetical order by family name;
- Candidates may post promotional messages on their own social media profiles but may not post promotional messages/comments to Cochrane's official Facebook account;
- Tagging of Cochrane's Twitter account is not moderated, but where election-tags are noted, the administrators will also post a link to general information about the election including all candidates (as above).
3.2 Appointed Members
A call for nominations will be published through appropriate public channels with at least three weeks' notice before the deadline for nominations. Alternatively, the Board may at its discretion invite nominations from candidates they have identified as meeting the required criteria.
Candidates standing nominate themselves and must submit their application (nomination) by email to the Central Executive Team at the specified email address, by the specified deadline, including:
- A completed Appointed Member Candidate Statement, which includes a declaration of conflicts of interest.
- A copy of the candidate's Curriculum Vitae (Resume).
- One letter of support/reference from a person who knows the candidate in a professional capacity.
- The name of one other person who can provide a professional reference. This person will only be contacted if a candidate is shortlisted and with their permission. They do not need to be a Cochrane Member.
The Candidate Statement and a photograph of successful applicants will be published on the Cochrane Community website and will remain on the website against the names of the new members for the duration of their terms on the Board. For this reason, the Candidate Statement document template must be used; and full addresses, email addresses and/or unencrypted e-signatures excluded.
Nominations will be distributed by a designated member of the Central Executive Team to members of the Governing Board’s Nominating Committee, who will assess them. Shortlisted candidates may be interviewed. The Nominating Committee will then make its recommendations to the Board. The Board will take the final decision on appointments and is under no obligation to appoint.
The term of a newly appointed member usually begins on the date the results are announced.
3.3 Special considerations for staff
Legal context
Cochrane is a charity and jointly-registered Limited Company under UK law (registration number 1045921).
The UK Charity Commission, in its publication, The Essential Trustee – What you need to know, states that:
"Generally, a trustee cannot become an employee of their charity nor can an employee become a trustee. The exceptions are where the governing document of the charity explicitly authorises it, or if permission has been given by us or a court of law." In noting that there may be exceptions, the Charity Commission makes it very clear that these are unusual. Examples where it might be appropriate include short-term and specific tasks where it may be simpler and cheaper for a trustee to perform the work, rather than engage a third party, for instance, where a Board of Trustees has a solicitor on the Board, and some legal work needs doing, or where some decorating needs doing and a trustee is a decorator. But these are still exceptional circumstances, not usual, and would not include the position where an individual works for the charity on an ongoing basis, for instance, providing ongoing legal services rather than a one-off situation. The primary concern for the Charity Commission is that salaried employees would have clear conflicts of interest should they be on the Board of their employer.
Therefore, the following people are not eligible for membership of the Board:
- Directly employed Cochrane staff, such as the Central Executive Team (CET) or anyone who receives salary, consultancy or secondment fees from core Cochrane funds. They may choose to stand for election, but if elected, should resign from any core funded position before taking up their seat on the Board.
- Employees of contracted partners and service providers. These would include, for example, the staff of our publishing partner, Wiley, and the employees of our auditors.
The following are eligible to stand for election:
- Anyone not listed in the above categories and who is not ineligible for other, non-employment related reasons;
- People undertaking project work as a result of a grant or other similar funding process from core funds;
- People employed by a Cochrane Group; people working with, supervising, or being supervised by a person ineligible to stand for election under the list above (normal rules for declarations of interest would apply).
People who are ineligible to stand for election are also ineligible to act as the nominators of any candidates standing for election.