The Board of Directors should demonstrate:

a. a commitment to CYENS and its mission.

b. a commitment to the idea of fiduciary duty and of high ethical standards (selflessness, integrity, objectivity, accountability, openness, honesty, and leadership).

c. independence and objectivity.

d. the ability to understand and analyze complex issues in relation to the overall research, economic, cultural and sustainability objectives of CYENS.

e. the ability to engage in constructive debate and decision-making at a strategic level; and

f. a commitment to the distinction between governance and management

The Directors are expected to contribute their specialist skills, expertise and knowledge as needed and appropriate to the Board of Directors and to CYENS. Unless the management committee of CYENS (hereinafter the “Management Committee”) is demonstrably failing, the Directors will not engage in the day-to-day management of CYENS but shall operate in a questioning and advisory role, however the Management.

Committee should not expect the Directors with certain experience to provide relevant professional advice.

The Directors should consider how to engage with CYENS, beyond formal Board of Directors meetings, in ways suited to their interests and expertise. They should also be quasi-ambassadors for CYENS promoting its values and services in their external networks so long as this do not create, or appear to create, any conflicts of interest.

The Board of Directors normally meets 6-8 times in a year, and opportunities are provided for informal discussion and briefing sessions prior to Board of Directors’ meetings. Whilst it is recognized that the Director’s role requires a significant commitment of time and that they will often have demanding commitments outside of CYENS it is hoped that they will serve on RISE committees (e.g. Audit & Risk, Remuneration, Research & Innovation).

The typical commitment expected by CYENS from a Director would be approximately 8-10 days per year while that of the Chairman may be greater.