Title 42
State Affairs and Government

Chapter 64
Rhode Island Commerce Corporation

§ 42-64-8.2. Role and responsibilities of board members.

(a) Board members of the corporation shall:

(1) Execute direct oversight of the corporation 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 36-14 (“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;

(5) Adopt and periodically update an indemnification policy which 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 which an ordinarily prudent person in like position would use under similar circumstances and ultimately apply independent judgment in the best interest of the corporation, its mission, and the public.

(b) Board members of the corporation shall establish and maintain written policies and procedures for the following:

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

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

(3) Charitable and civic donations and/or contributions; provided, however, that all such donations or contributions shall be voted 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 donation or contribution relates to the mission of the corporation;

(iii) The identity of any board member or employee of the corporation that will receive any benefit from the donation or contribution;

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

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

(4) Credit card use, provided, 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, and provided that no employee of the corporation shall be compensated for sick, vacation, or other leave time to an extent greater than state employees;

(7) Severance pay;

(8) Marketing expenses; and

(9) 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.