The Ford Foundation is governed currently by a board of 14 trustees–12 from the United States and two who are citizens of other countries. The trustees, as a board or through board committees, set policies relating to spending, management, governance, professional standards, investment, grant making and geographic focus. They also oversee the internal and external auditors, represent the foundation before the public, select the president, and review the performance and set the compensation of all of the officers.

The board generally does not approve grants. It delegates that authority to the president and other staff, and then reviews the approved actions at regular board meetings. The trustees meet three times a year for two days and travel for an additional period each year to meet grant recipients and see their work at first hand. A five-person executive committee works with the foundation’s officers and acts in the stead of the board between board meetings. The full board’s meetings involve committee and plenary sessions, often including discussions with grantees or other guests.

Currently, all trustees other than the president are independent under the board-approved definition of “independence.” By the terms of the committee charters, all members of the Membership Committee (a nominating committee) must be independent and all members of the Audit Committee (which also serves as a compensation committee) must satisfy a “super independence” standard.

The foundation and the activities of its trustees and staff members are governed by the following documents:

1. Charter/Articles of Incorporation
Describes the purposes for which the foundation was organized.

2. Bylaws
Includes rules governing the foundation’s operations relating to the board of trustees, board committees, officers and related matters.

3. Committee Charters and Membership
Details the mission statement, organization, and roles and responsibilities for each board committee—Audit, Executive, Investment, Management and Governance, Membership, Program and Proxy Committees.

4. Standards of Independence
Sets forth the definition of “independence” adopted by the board. Under the bylaws, a majority of the trustees must be independent.

5. Trustee Code of Ethics
Includes procedures for avoiding actual or apparent conflicts of interest by members of the board of trustees.

6. Staff Code of Conduct and Ethics
Includes procedures for avoiding actual or apparent conflicts of interest by foundation staff members, including the officers of the foundation.

7. Procedures for approving affiliated grants
Sets forth the process adopted by the Audit Committee of the board for reviewing proposed grants to organizations with which a trustee is affiliated as an officer, director or employee.

8. Procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls and auditing matters
Describes procedures adopted by the Audit Committee of the board for handling complaints regarding accounting, internal accounting controls and auditing matters.