MGIC - Corporate Governance Policy

Corporate Governance

Purpose

The purpose of this policy is to establish a framework for the governance and oversight of the Maryland Global Initiatives Corporation (MGIC). It defines the roles, authorities, and compliance requirements for MGIC to ensure all global operations align with institutional standards and applicable laws.

Background

MGIC is a non-profit affiliate of the University of Maryland, Baltimore (UMB) established to facilitate international research, education, and service programs. Currently, UMB provides MGIC services to other University System of Maryland (USM) institutions (referred to throughout these policies, for purposes of the policies only, as “UMB Affiliate Entities”).

Since MGIC is a separate legal entity, it requires a distinct governance structure to manage its business and affairs while maintaining a close relationship with UMB and USM.

The International Operations (IO) division of UMB’s Administration and Finance department administers the MGIC mechanism and is responsible for developing and maintaining MGIC policies and procedures in line with this policy.

Policy Statement

1. The MGIC Board of Directors maintains sole discretion to change policies, while the MGIC President holds the authority to update procedural requirements.
2. MGIC policies shall describe the governance and oversight requirements of MGIC. They specify expectations, provide rules and guidelines that support operational effectiveness, promote efficiency, ensure clarity and consistency, and set standards to which management is accountable. MGIC policies align with relevant UMB policies, which flow down from USM policy and Maryland law, and reflect applicable U.S. Government (USG) laws and regulations. MGIC policies are intended to ensure that MGIC meets all applicable legal requirements for operations where MGIC is conducting activities.
3. MGIC procedures describe and specify routine business processes required to carry out MGIC’s work. They state accountabilities, responsibilities, and actions for implementing and enforcing MGIC policies and following applicable laws and regulations. They are established by the IO division as necessary for business functionality and efficiency.
4. MGIC policies and procedures apply to all MGIC operations. MGIC is required to follow its applicable policies regardless of funding purpose, source, or mechanism.
5. When MGIC policy conflicts with other institutional, statutory, or regulatory roles, the order of prevalence shall be:
   • Government Law of country where activity is taking place
   • Sponsor regulation
   • MGIC policy
6. MGIC shall have a policy on Policy Exceptions that describe the justifiable conditions and authorities for requesting and approving a Policy Exception. (See MGIC Policy on Policy Exceptions).

Policy Statement on Legal and Regulatory Compliance

1. MGIC operates within the legal authority specified in its governing documents and in USM policy as follows:
   • U.S. federal and State of Maryland laws, including Internal Revenue Service (IRS) regulations and legally binding contracts
   • Local laws and regulations of the relevant jurisdiction for MGIC operations
   • MGIC Articles of Incorporation, a document that is a public record and includes the purposes for which MGIC was formed by UMB under authority of USM
   • MGIC By-Laws, as amended, lay out the rules governing MGIC’s internal operations
   • MGIC Board Resolutions
   • MGIC Policies and Procedures
2. Individuals will promptly report to the MGIC Vice President of Policy and Administration any legal and regulatory compliance issues that arise.

Policy Statement on the MGIC Board of Directors

1. The MGIC Board of Directors monitors, oversees, and provides directions for MGIC activities in support of UMB’s mission. Directors have primary responsibility to UMB (the supported organization) and manage MGIC in the best interest of UMB.
2. The MGIC Board of Directors creates and ratifies major policies covering all aspects of MGIC’s business. The Directors record and retain the policies in an electronic and/or hard-copy record.
3. The MGIC Board of Directors is expected to assure that MGIC observes the requirements imposed upon it as a result of its status as a supporting organization under Section 501(c)(3) of the U.S. tax law.
4. Board positions (Director and Officer) are unpaid.
5. Board members (Directors and Officers) must follow the established MGIC Code of Ethics & Conduct (see MGIC policy on Ethics and Conduct) and never use their Board role to seek personal profit or other benefits.
6. Board members who are UMB personnel must comply with the Maryland State Ethics Law, which applies to their dual commitments as employees of UMB and as MGIC Board members.
   • The Maryland State Ethics Commission considers MGIC Board membership to be “employment” even though there is no compensation paid by MGIC.

Policy Statement on Operational Integration

The MGIC Board of Directors has established that the UMB Division of International Operations (IO) administers the MGIC mechanism, providing oversight, defining policies, and monitoring adherence to corporate standards.

MGIC shall have a policy on when to use the MGIC mechanism, aligned to the intent of the corporation’s Articles of Incorporation, Bylaws, and directives of the USM Board of Regents. (See policy on Use and Administration of MGIC).

Scope

This policy applies to all personnel who govern and administer the MGIC Corporation.

Responsibilities

1. International Operations Division: Follow the policies that are established by the Board of Directors and MGIC President. Escalate any potential violations to MGIC leadership. Establish and maintain procedures to implement policies.
2. Assistant Vice President – International Operations (in their capacity as MGIC VP – Policy & Administration): Oversee the day-to-day application of the policies and procedures and process any policy exceptions as necessary.
3. MGIC President: Approve or deny Policy Exception requests. Carry out MGIC governance duties delegated from the Board of Directors.
4. MGIC Board of Directors: Approve policies as needed for MGIC’s operation. Follow authorization and delegation directives stipulated in MGIC governing documents.

Procedures

• Procedure for implementing a new Policy or making updates to an existing Policy (to-be-developed)
• Procedure for implementing a new Procedure or making updates to an existing Procedure (to-be-developed)

Documentation Requirements

• Resolutions and Unanimous Actions from the Board of Directors

References

• MGIC Articles of Incorporation
• MGIC By-Laws
• MGIC Policy on Ethics and Conduct
• MGIC Policy on Policy Exceptions
• MGIC Policy on Use and Administration of MGIC