Title 42
State Affairs and Government

Chapter 155
Quasi-Public Corporations Accountability and Transparency Act

§ 42-155-4. Role and responsibilities of board members.

(a) Board members of quasi-public corporations shall:

(1) Execute oversight of the corporation, the chief executive, and other management in the effective and ethical management of the corporation;

(2) Understand, review, and monitor the implementation of fundamental financial and management controls and operational decisions of the corporation;

(3) Adopt a code of ethics applicable to each officer, director, and employee of the corporation that, at a minimum, includes the standards established in chapter 14 of title 36 (“Code of Ethics”);

(4) Adopt a mission statement expressing the purpose and goals of the corporation, a description of the stakeholders of the corporation and their reasonable expectations from the corporation, and a list of measurements by which performance of the corporation and the achievement of its goals may be evaluated. Each corporation shall, at least once every three (3) years, publish a self-evaluation based on the stated measurements;

(5) Adopt and periodically update an indemnification policy that shall be set forth in the bylaws of the corporation; and

(6) Perform each of their duties as board members, including, but not limited to, those imposed by this section, in good faith and with that degree of diligence, care, and skill that an ordinarily prudent person in like position would use under similar circumstances, and ultimately apply independent judgment in the best interest of the quasi-public corporation, its mission, and the public;

(b) Board members of quasi-public corporations shall establish and maintain written policies and procedures for the following:

(1) Internal accounting and administrative controls in accordance with the provisions of chapter 20 of title 35, the “Public Corporation Financial Integrity and Accountability Act of 1995”;

(2) Travel, including lodging, meals, and incidental expenses; provided, however, that no reimbursement shall exceed the allowable state employee reimbursement amount per day;

(3) Grants, charitable and civic donations, and/or contributions; provided, however, that all such grants, donations, or contributions shall be voted on by the full board during an open meeting and the vote shall be recorded in the minutes of the meeting, together with:

(i) The citation to the specific state statute authorizing the action;

(ii) An explanation of how the grant, donation, or contribution relates to the corporation’s mission;

(iii) The identity of each board member or employee of the corporation who will receive any benefit from the grant, donation, or contribution including, without limitation, tickets to events, meals, and golf;

(iv) Any disclosure required by chapter 14 of title 36 (“Code of Ethics”); and

(v) Each such grant, donation, or contribution shall be clearly identified in the financial statements of the corporation.

(4) Credit card use; provided, however, that pursuant to § 35-20-10, no credit card shall be used for personal use;

(5) Employee reimbursement, including requests by management for business expenses and expenses classified as gifts or entertainment;

(6) Personnel, including hiring, dismissing, promoting, and compensating employees of the corporation;

(7) Marketing expenses; and

(8) Lobbyists’ expenses.

(c) The written policies and procedures required by this section and any additional written policies and procedures that the board may adopt shall be approved by the board during an open meeting and the vote shall be recorded in the minutes of the meeting.

(d) No board member shall serve in a paid capacity as an employee or consultant of the corporation.