Board meetings

Corporate Governance Documents

1. TM constitution etc

Board and Committee Composition

• Board of Directors Job Description

Board of Directors

Insert profiles here

Audit Committee

• TMK

Board Meeting Schedule

1. Board of Directors meetings are held quarterly and they are all remote; everyone joins with their own video conference setup from a separate location.

2. Meetings are scheduled on/around the Thursday 6 weeks after the end of the quarter, assuming availability of the Directors.

3. The 2021 schedule of Board meetings is as follows:

• 2021-03-18

• 2021-06-17

• 2021-09-30

• 2021-12-14

Board Meeting Process

Timeline

1. The board administrator is the DRI for scheduling the Board meetings and updating the dates on this page.

2. The board treasurer is the DRI for assembling the deck and sends a reminder to the board 4 weeks in advance of the meeting with the templates for the materials to be created.

3. The board leader reaches out before the meeting to collect questions from the board members and prepares and shares the agenda.

4. The board leader sends another reminder to the board 2 weeks in advance of the meeting.

5. The board has the complete presentations ready 10 days prior to the meeting.

6. Eight days before the meeting, the board leader submits all materials to Legal and Finance for review.

7. Once approved, the board leader distributes the Board materials 7 days before the meeting. All presentations and content should be finalized at this time with no further changes. The board administrator is responsible for sharing settings on all materials. Materials should be shared with the board.

8. The board admin is responsible for linking all materials in the agendas for each session of the board meeting. Materials should always be linked in the agenda and shared with the appropriate attendees.

9. The board leader is the DRI for the Administrative deck and will share this with the board 4 business days prior to the Board meeting.

10. The day before the meeting, the board admin ensures that the Introduction section of the agenda is up to date with the latest attendees. The board admin also ensures that the agenda document is locked to further questions 24 hours before the meeting is set to begin. Questions can still be raised verbally during the meeting.

11. The board facilitator is responsible for ensuring that the Board meeting runs according to the time allotted.

12. The board admin is responsible for maintaining the minutes of the meeting and submitting for Board approval.

13. The board admin ensures that PDF versions of the materials including presentations, exhibits, approved minutes, and administrative materials are securely stored on Google Drive labeled with the date of the meeting.

Board Deck

1. The deck should start with a list of up to ten TM KPIs. These should reflect the team’s prioritizations. The expectation is that these metrics will be on the list for a year or longer.

2. The deck should highlight 3 key asks for Board input within the meeting. Each ask should have a few key slides that provide historical context, current status, and plans for the future. At least 30 minutes should be spent in this section.

3. Slides should convey a high-level overview as opposed to operational updates and should not include embedded links.

4. Sensitive information goes into the Administrative deck managed by the board leader.

5. Font size should be minimum 16pt, footnotes excluded. We want to make sure everything can be read.

6. Every slide should have a title which provides the key takeaway from that slide.

Finance Presentation

The Finance slides are as follows:

1. Review past quarter and YTD: revenue breakdown

2. Review past quarter and YTD: P&L vs plan with commentary

3. Review past quarter and YTD: Revenue deep dive

4. Review past quarter and YTD: Day cash on hand

5. Forward looking: Rolling forecast that we will hold company accountable to in next quarter with commentary

6. Forward looking: Cash projection through end of year

7. Forward looking: Balance sheet projection to match the 4Q Forecast

Managing Director Video and Memo

The MD is responsible for submitting both a memo and a video to the board in advance of the Board meeting. The memo should be 1.5-2 pages capturing the highlights across the organization for the quarter. The video should be to give a general overview of what is and is not working. The memo and video script should have online tests for readability before they are finalized or shared with the MD. A tool, such as https://readable.com/, can be used. The MD will upload the video to YouTube as an unlisted video and ensure both the video and the memo get distributed to the Board with the other materials.

Executive Stable Counterparts

Every TM Executive has a Stable Counterpart. From time to time throughout the year, Executives and Board members may meet informally with the goal of building relationships and continuing a dialogue outside of quarterly Board meetings. These informal conversations may be 1:1 or in small groups.

Executive (by start date)	Board Member
Brad Sitzer	Brad Sitzer
Romano Schabalala	Romano Schabalala

Quarterly AMA with the Board

We will have one Board member per quarter conduct an AMA (Ask Me Anything) session with the TM team. AMA’s are 25 minutes. These AMA's are scheduled by the board admin.

Interview Process for prospective board members

Independent

1. First meeting with the nominating board member; 50-minute meeting.

2. MD and Board members: 50-minute meetings.

3. Any parties as requested by the candidate.

Board Renewal Process

Assuming TM adopts a three class structure, a Director can belong to Class I, Class II or Class III. To detail this more.

Board Onboarding Process

TM New Director Checklist

Board member onboarding from an internal processes checklist perspective:

Board admin DRI

To be completed prior to onboarding:

1. CV for our files (can be a printout of LinkedIn)

2. Outside counsel to run background checks (via the Guardian)

3. Board interview questionnaire

4. Executed offer letter

5. Indemnification agreement

6. If applicable, application to increase Board size

7. Inform Internal and External Communications

MD DRI

1. Inform leadership team

2. Inform Team Members via Slack announcement

TM New Director Onboarding Checklist

Board member onboarding from a TM orientation perspective:

Board admin DRI

New Director will be be provided with:

1. Links to relevant Handbook pages, including:

   • Committee Membership

   • Committee Charters

   • Code of Conduct

   • Bylaws

2. Certificate of Incorporation

3. Access to the Legal Board Drive

4. Org chart

5. Summary of Director and Officer Liability Insurance

6. Executed Indemnification Agreement

Board leader DRI

1. Add new Director to our team page and update relevant Slack channels, Trello and website pages

2. Update Board distribution list with Board Member and support staff

3. Send calendar invites to Board member and support staff for:

   • Board meetings as well as a Board calendar covering meetings for next fiscal year

   • Board dinners

   • Board Committee Meetings (as needed)

4. Update Board Member contact information list and circulate to Board and support staff

5. Schedule AMA with New Board member

6. Schedule Functional Reviews within the first month:

7. Corporate Strategy (MD) - 50 mins

   • Materials for meeting: Most recent Board of Directors meeting presentation, Key Review slides, current quarter OKRs. Please do not generate new content.

   • TM Strategy

   • 3 year strategy

   • company KPI's

   • Quarterly OKRs

   • Biggest Risks

8. Finance (CFO) - 80 minutes suggested

   • Financing profile

   • Current issues, Board oversight issues

   • Risk assessment

   • Disclosure controls, internal controls

   • Information systems

   • Internal audits

   • Role of independent auditor

   • Current topics, Board oversight

   • Discuss separate meeting with Auditors

   • Audit Committee Overview

9. Legal, Compliance, Regulatory, Governance (CLO) - 50 minutes suggested

   • Legal matters, if any

   • Compliance and regulatory, generally

   • Current topics, Board oversight

   • Nominating Corporate Governance Overview

10. People Group (CPO) - 50 minutes suggested

    • Compensation philosophy

    • Equity plans

    • DIB overview

    • Compensation Committee Overview

11. Fundraising and Sales (CRO) - 80 minutes suggested

    • The board admin sends material to the new Director at least 72 hours in advance.

12. Marketing (CMO) - 50 minutes suggested

13. Product Overview - 80 minutes suggested

    • Product review

    • Roadmap

    • Security

Board of Directors Job Description

Responsibilities

• Monitor the performance of the MD and other Executive Officers

• Give feedback on the mission, values, and strategy

• Ensure adequate resources are available to achieve our goals and that those resources are used effectively.

• Advocate for TM externally.

• Participate in board meetings

• Participate in board committees

• Help find, evaluate, and close executive hires.

• Do an Ask Me Anything (AMA)

Requirements

• TBC

• Believer of Jesus (sign off on statement of faith?)

Performance Indicators

Board members will have a yearly review of their performance.

About TM

TBC

Top 10 reasons to work for TM:

1. TBC