Terms of Reference for the Health Data Collaborative Board

1. Introduction

The HDC Board is the principal strategic stewardship and accountability body of the Health Data Collaborative. The Board provides forward-looking leadership and oversight to ensure HDC remains relevant to evolving global, regional and country priorities in health information systems, digital transformation, artificial intelligence, health security and sustainable development. The Board shall promote country-centred approaches, better alignment of investments, and stronger accountability for results.

2. Purpose of the Board

The purpose of the Board is to provide strategic stewardship and oversight of the HDC. In particular, the Board shall:

2.1. Provide strategic guidance and oversight to the HDC and review and approve its overall strategic direction and priorities.

2.2. Ensure that the HDC priorities and activities are responsive to country needs and contribute to measurable country-level outcomes.

2.3. Promote complementarity and alignment, where relevant, with major global initiatives (eg. the Global Initiative on Digital Health (GIDH), AI for Health data governance initiatives and others), whilst maintaining the HDC's distinct mandate as an informal collaborative and country focus.

2.4. Champion innovation and responsible digital transformation while promoting the ethical, equitable and accountable use of health data and AI.

2.5. Promote collaboration, mutual accountability and effective use of partner expertise and resources, aligned with priorities identified by countries.

3. Guiding Principles

The Board shall be guided by the Nairobi Statement in exercising its decision-making and oversight functions, and shall uphold the following principles:

3.1. Country ownership and responsiveness — Ensure HDC priorities and actions are led by country needs, plans and nationally owned systems.

3.2. Alignment and reduced fragmentation — Promote coordinated investments, harmonized approaches and interoperable systems that reduce duplication and reporting burden.

3.3. Equity, inclusion and responsible governance — Advance equitable, ethical and accountable use of health data and digital technologies, with meaningful participation of affected communities and stakeholders.

3.4. Data for action and accountability — Prioritize high-quality data that informs decisions and hold HDC, its partners and working groups accountable for agreed commitments and measurable results.

3.5. Collaboration, learning and complementarity — Foster trust-based partnerships, peer learning and complementarity with relevant global and regional initiatives while preserving HDC’s country-centred mandate.

4. Composition and Representation

4.1. The Board shall consist of 11 Board members representing host, global, regional, country and HDC Working Group perspectives, as set out in the table below.

4.2. Board members shall bring strategic leadership experience and shall represent the interests and needs of the HDC membership at the level or constituency for which they are appointed, rather than solely the interests of their own institution.

4.3. An alternate member may be designated for each Board member. Alternate members shall not have voting rights when the respective Board member is present. When formally replacing an absent Board member, the alternate shall assume the voting right of that member for the relevant meeting or decision.

4.4. The Board may invite or appoint Special Advisors, co-opted members or other advisers to provide independent strategic, technical or policy advice on AI, digital health, financing, data governance, innovation or other emerging priorities. They are not Board members and do not have voting rights.

5. Nomination, Appointment and Tenure

5.1. Board members and alternate members shall be appointed through a transparent process of voluntary nominations from HDC members, followed by consensus among eligible nominees or, where required, a vote.

5.2. The term of an alternate member shall be the same as that of the respective Board member.

5.3. A Board member may be re-appointed for one additional term following the nomination and appointment process. A member may not serve for more than two consecutive terms in the same Board position.

5.4. Where a vacancy arises before completion of a term, the Board may initiate a nomination process to fill the vacancy for the remainder of that term, taking account of the representation category concerned.

5.5. The Board may appoint Special Advisors or co-opted advisers as needed. Such appointments do not alter the number, tenure or voting rights of Board members.

6. Functions and Responsibilities of the Board

The Board’s functions and responsibilities include, but are not limited to, the following:

6.1 Strategic direction and priorities

• Approve HDC strategic direction, priorities and major areas of work.
• Review emerging trends, opportunities and challenges in health information systems, digital health, data governance and AI, and consider their implications for HDC.
• Ensure that strategic priorities remain relevant to country needs and HDC’s mission.

6.2 Country alignment, partnerships and complementarity

• Advocate for country-led strengthening of health information systems and data use.
• Support alignment of HDC Working Groups and partner activities with country priorities.
• Strengthen complementarity between HDC and relevant global and regional initiatives, including GIDH, while avoiding unnecessary duplication.
• Review and guide major partnerships and collaborations.

6.3 Resources, financing and sustainability

• Promote resource alignment and sustainable financing for health data and digital investments.
• Provide strategic guidance on resource mobilization and fundraising.
• Consider resource allocation in relation to agreed priorities, country needs and sustainability.

6.4 Governance, ethics and risk

• Oversee HDC governance in accordance with good practice, including data and digital governance, ethical considerations, conflicts of interest, financial accountability, partnerships and country engagement.
• Assess strategic risks and opportunities and guide appropriate mitigation or response.
• Promote responsible, equitable and accountable use of data, digital technologies and AI.

6.5 Performance and key decisions

• Review implementation of strategic priorities and country-level results.
• Review and approve the annual workplan and, where applicable, the HDC budget or resource framework.
• Review major evaluation or assessment recommendations and oversee follow-up.
• Consider other key decisions referred to the Board that fall within its strategic stewardship role.

7. Accountability and Results

7.1. The Board shall promote a results-oriented approach to HDC governance and shall:

• Review annual performance reports and progress against agreed priorities.
• Monitor progress against agreed indicators, commitments and country-level results, where applicable.
• Use evidence, implementation learning and feedback from countries, Working Groups and partners to inform strategic decisions.
• Promote transparency, learning and mutual accountability across HDC.

7.2. Board functioning shall be assessed annually through feedback from Board members and alternates, with findings used to identify good practices and opportunities to improve effectiveness.

8. Role and Responsibilities of Board Members

Each Board member shall:

8.1. Provide strategic leadership and oversight of HDC and participate actively in Board decision-making and voting.

8.2. Represent the perspectives and interests of the constituency or representation level for which they were appointed, while acting in the collective interest of HDC.

• Serve as an ambassador for HDC and, where appropriate, represent HDC in relevant forums.
• Actively contribute to working groups facilitating strategic decision making aligned with HDC objectives and values.
• Support country engagement through HDC Working Groups aligned with country priorities.

8.3. Review meeting materials in advance, attend meetings and contribute constructively to deliberations and agreed follow-up actions.

8.4. Disclose any actual, potential or perceived conflict of interest relevant to a Board matter and refrain from participating in the affected decision where appropriate.

8.5. Support a culture of respectful, inclusive, transparent and evidence-informed governance.

9. Role of Special Advisors and Co-opted Advisers

Special Advisors and co-opted advisers may be invited by the Board to contribute expertise that is not otherwise available within the Board. They shall:

9.1. Provide independent strategic, technical or policy advice in their area of expertise.

9.2. Participate in Board discussions only when invited and in relation to the relevant agenda or task.

9.3. Support time-limited task forces, strategic reviews or other Board-assigned work where requested.

9.4. Declare relevant conflicts of interest.

9.5. Have no voting rights and no authority to approve Board decisions or resolutions.

9.6. Not be considered members of the formal Board governance structure by virtue of their advisory role.

10. Commitment

Board members shall commit to the following during their tenure:

10.1. Attend quarterly Board meetings, of which one is expected to be held in person each year.

10.2. Provide leadership in Working Groups, country work or other agreed HDC activities, and be willing to act as an ambassador for HDC’s purpose and objectives.

10.3. Dedicate a minimum of two (2) to four (4) hours per quarter to Board activities, including reviewing meeting materials and agendas, participating in discussions and decision-making, and undertaking other Board-assigned tasks where necessary.

10.4. Inform the Secretariat as early as possible when unable to attend and, where applicable, ensure the designated alternate is appropriately briefed.

11. Secretariat Support and Resources

The HDC Secretariat shall provide administrative, technical and logistical support to the Board, including:

11.1. Preparing and circulating meeting agendas, background materials, decision documents and notes for the record.

11.2. Organizing meetings and travel arrangements where necessary.

11.3. Maintaining records of Board decisions, actions, membership and terms.

11.4. Disseminating information and updates and facilitating communication with HDC members and stakeholders.

11.5. Supporting follow-up on Board decisions and agreed actions.

11.6. Maintaining relevant Board information on the HDC website, including public meeting records where applicable.

12. Meetings and Decision-Making

12.1. The HDC Board shall convene quarterly by teleconference or videoconference, with one annual meeting expected to be held in person.

12.2. The Board shall select a Chairperson and Vice-Chairperson from among its members. Meetings shall be presided over by the Chairperson; in the Chairperson’s absence, the Vice-Chairperson shall preside.

12.3. The Board may hold extraordinary meetings when the need arises.

12.4. Meeting agendas should normally be circulated two weeks in advance for review and comment, and background documents should normally be made available at least one week in advance.

12.5. A simple majority of Board members shall constitute a quorum. Alternate members formally replacing absent Board members shall count toward quorum for that meeting.

12.6. The Board should seek to reach decisions by consensus wherever possible. Where consensus cannot be reached, a decision may be made by a simple majority of voting members present, provided quorum is met.

12.7. Board meetings shall normally be open to HDC members to attend, contribute and observe. Non-HDC members may attend by invitation through the Secretariat. The Chairperson may determine that specific agenda items are considered in closed session where confidentiality, conflicts of interest, personnel matters or other sensitive issues require it.

12.8. Deliberations, decisions and agreed actions shall be recorded in meeting minutes or notes for the record. Publicly suitable records shall be disseminated through the HDC website, with confidential or sensitive information withheld where necessary.

13. Compensation and Expenses

13.1. Board members serve on a voluntary basis and shall not receive compensation for their Board service.

13.2. Reasonable travel and accommodation expenses incurred for approved in-person HDC meetings may be reimbursed by HDC where applicable and in accordance with the relevant administrative arrangements.

14. Review and Amendment

14.1. These Terms of Reference may be reviewed and amended by the Board as needed to ensure that HDC governance remains fit for purpose.

14.2. Any proposed amendment should preserve the agreed representation categories and membership durations unless the Board explicitly approves a change to those provisions through the appropriate governance process.