Terms of Reference
Food for the Brain Scientific Advisory Board

1.  Designation

The committee shall be known as the Food for the Brain Scientific Advisory Board (“SAB”).

2.  Objectives and Scope of Activities

The role of the SAB is to foster a scientific approach to the mission of the Food for the Brian Foundation (“FFB”), which is:
• to promote awareness of the link between learning, behaviour,
mental health and nutrition and
• to educate and provide educational material to children, parents, teachers, schools, universities, the public, health professionals, caterers and the government thereby promoting mental health through optimum nutrition by the use of sound scientific methods. (See Appendix)

The SAB shall provide the Trustees of the Food for the Brain Foundation (“Trustees”) and the Chief Executive Officer of FFB (“CEO”) independent advice and recommendations regarding all scientific issues posed by the work of FFB.

The SAB will review and evaluate the elements of all projects contemplated by FFB to ensure they are consistent with the best available science prior to any consideration by the Trustees. The SAB will review issues that are amenable to scientific analysis and investigation and will confine itself to dealing only with scientific aspects of issues. The SAB should review issues that are submitted to it and decide if the issues are amenable to scientific analysis. If not, the SAB should respond that it is unable to address the questions or suggest aspects of the issues for which scientific insight would be useful.

The SAB will review all
• press/media releases and
• novel website content,
that have any scientific content, other than factual reporting on, or summaries of, existing published studies by recognised experts with no association with FFB.

The Chair of SAB will be consulted when possible, in liaison with the Chief Executive and the FFB’s media advisors whenever FFB is asked to comment upon reports in the media.

The Trustees will confirm whether recommendations and comments of the SAB have been accepted or not. The reason for any non-acceptance will be clearly stated in the minutes of the meeting of the Trustees that considered the recommendations and comments of the SAB.

The SAB will be responsible for self-evaluation and continuous improvement of its performance.

3.  SAB Membership

The SAB shall be composed of not more than 12 independent members (who are not involved in any of the projects of FFB and) who are experienced scientists with demonstrated achievement and high standing in their field.

Members will be expected to provide objective scientific advice in a timely and professional manner.

The following criteria should be considered in selecting members:
a) high achievement in a relevant scientific discipline which may include
nutrition, psychiatry, education, psychology,  brain biochemistry
b) a strong record of scientific accomplishment documented by
contribution to the peer-reviewed literature or other evidence of creative scientific accomplishment.
c) high standards of scientific integrity, independence and objectivity.
d) ability to forge creative solutions to complex problems.
e) interest in and ability to work effectively in an interdisciplinary setting. 

 Initially, the SAB will consist of the following members:
  
Professor David Smith –Chair  - Professor Emeritus of Pharmacology, University of Oxford
Dr Abram Hoffer  -  MD, PhD, former psychiatric research director for Saskatchewan Canada and president of the Canadian Schizophrenia Foundation
Professor Philip Cowen  -  Psychopharmocology Research Unit,  Warneford Hospital
Professor Martha Clare Morris - Associate Professor at the Rush Institute for Healthy Aging and the Department of Internal Medicine at Rush University Medical Center
Professor Helga Refsum  -  Professor of Nutrition, University of Oslo
Professor Peter Ryan  -  Professor at the Department of Mental Health and Social Work at Middlesex University.

Applications for further members will be proposed by the Chair of SAB and approved by the Trustees and the Chair. All applications or proposals must include the candidates’ qualifications and relevant experience together with a statement listing all their other interests to avoid any potential conflicts of interest. (See Section 5).

SAB Members shall, with the exception of travel and per diem for official travel, serve without compensation.

The Trustees shall select the SAB’s Chairperson (“Chair”).

The independence of the SAB must be maintained at all times and it must be seen to be independent. As a consequence, the CEO and Trustees are deemed ineligible, by reason of their position, to be members of the SAB.

Appointment to the SAB will normally be three years. Appointments can be renewed by majority vote of the Trustees. Term limits of the members should be staggered to ensure continuity of effort. After an absence from the Board, ex-members are eligible for reappointment using the normal appointment procedures.

The SAB may enlist ad hoc members to assist in reviews that require outside expertise. Temporary appointees to the group should be selected using the same criteria as for regular members and are subject to the same rules regarding bias and conflict of interest as regular members (see Section 5).

Membership of the SAB does not necessarily indicate endorsement of all the views of the Food for the Brain Foundation, its CEO, or its employees.

4.  SAB Meetings

The SAB shall meet at the instigation of the CEO, in consultation with the Chair.

The SAB shall be authorized to establish subcommittees, as necessary, to fulfill its role.

The CEO will attend and participate in all meetings of the SAB but will not have a vote,
and will be absent at times to protect the impartiality of SAB..

A representative of the Board of  Trustees will be invited to attend and participate in all meetings of the SAB but will not have a vote, and will be absent at times to protect the impartiality of SAB..

SAB reviews should include the opportunity for outside input (e.g. briefings from managers and other interested parties) so that the SAB understands the context of issues and potential management implications of SAB advice. Where appropriate, SAB reviews should include the evaluation of the technical impacts of alternative options relevant to any issue.

Whenever possible decisions taken by the SAB should be by consensus; where this is not possible a vote may be taken, each voting member having a single vote with no casting vote and the result recorded in the minutes of the meeting. Also, the case for both sides of the discussion should be recorded in the minutes.

Meetings are normally to be held at a location chosen by the Chair and the CEO appropriate to the requirements of business.

Minutes of meetings will be prepared by the support staff and approved by the Chair and will include inter alia, the agenda, summary of decisions taken, outline of reasoning behind decisions, results of any votes etc.

The Board may also propose review of issues that are suggested by its own analysis.

The Chair will normally act as spokesperson unless another member is designated by the Chair to speak on specific topics. The SAB will normally respond to questions or issues in writing to the Trustees and public statements should be based on written opinions. All written communications shall be submitted to the CEO who will be responsible for distributing them to the Trustees.

5. Conflict of Interest & Bias

For the SAB to function effectively, it must maintain its status and credibility as a deliberative scientific board. Members must not only avoid activities that create a conflict of interest, but those activities that may represent a significant appearance of conflict of interest or otherwise impair the credibility or status of the SAB.

“Conflict of interest” means any financial or other interest which conflicts with the service of the individual because it
a) impairs the individual’s objectivity or
b) could create an unfair competitive advantage for any person or
organization.

Examples of activities that would be a conflict of interest and should be avoided by members:

i) direct involvement in or public endorsement of projects or activities that will
likely be subject to SAB review Such an involvement would create a conflict of interest that would preclude participation of that member in the review of that project or activity, and could lead to questions regarding the ability of the SAB as a whole to objectively judge the merits of the subject research or to provide objective scientific advice.

ii) financial relationships with organizations receiving substantial economic
benefit from the programs and activities connected to FFB. Such a relationship could potentially create a conflict of interest, particularly if the SAB is asked to review the scientific merits of a project being proposed or conducted by the employing organization. Even though a member may excuse him or herself from reviewing such projects, the mere association with such a member may unduly influence other members of the SAB.

iii) taking, as individuals, public positions on issues related to FFB. Members
should be especially conscientious in ensuring that their opinions as individuals are not perceived or construed to be those of the SAB or to result from SAB activities. Whenever possible, members should refer the public to the CEO, the Trustees or the Chair. The Trustees and the SAB, through the CEO, should be kept informed of all outside contacts.

iv) identification, to the extent practicable, as a major advocate for particular
scientific, intellectual, or social causes that provide the appearance of undue bias relative to matters likely to come before the SAB.

As soon as a member becomes aware of any potential conflict of interest, he must inform the Chair and the CEO promptly.

In the event a conflict of interest is identified, the Chair, in consultation with the SAB, will decide on the appropriate actions to take to resolve the conflict or the appearance of the conflict.

Potential actions to resolve a conflict or the appearance of a conflict include:
a) The member can disengage from the activity that creates the conflict of
interest
b) The member can resign from the SAB
c) The member can be excused from all deliberations and decisions on
matters arising in the course of the review for which that individual has a conflict of interest. The SAB will minute the deliberations and decisions from which an individual has been excluded or
d) The member can be assigned a minor role in the review at issue.

The disclosure of any conflict of interest must be set out in the minutes of the next meeting of the SAB along with the action taken to resolve the conflict.

6. Duration of the SAB

The need for this advisory function is on a continuing basis; however, it is subject to review and renewal every two years.

7. Support

The CEO, through the Trustees and employees of FFB and its affiliates, shall provide administrative support as deemed necessary for the performance of the SAB’s functions.

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