Consolidated Terms of References 2016/17

Consolidated Terms of References 2016/17

CONTENT

BOARD OF DIRECTORS

Board of Directors

Audit and Risk Committee

People and Remuneration Committee

COLLEGE EXECUTIVE GROUP

College Executive Group

CONTINUOUS IMPROVEMENT GROUP

Continuous Improvement Group

Continuous Improvement Advisory Forum

ACADEMIC BOARD

Academic Board

Academic Regulations and Awards Committee

EDUCATION COMMITTEE

Education Committee

Programme Development Committee

Programme Validation Panel

FACULTY BOARD

Faculty Board

Programme Committee

Student Behaviour and Conduct Panel

Fitness to Study Panel

RESEARCH COMMITTEE

Research Committee

Research Degrees Committee

Ethics Committee

BOARD OF DIRECTORS

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TERMS OF REFERENCE
Chair / Non- Executive Director
/ Professor Sir Robert Burgess
Appointed Members / President, Chief Executive Officer and Chief Operating Officer (Interim) / Chris Holmes
Partner / Michael Needley
Independent Director / Dyson Bogg
Director / Professor Chris Brady
GSM London Clipper Chair / Gary Watts
Provost / Debi Hayes
Chief Finance Officer / Steve Macro
In Attendance / Director of Strategic Planning & MI / Vacant

MEMBERSHIP 2016/17

RESPONSIBILITIES

The Board of Directors shall be responsible to:

(a)Approve the mission and strategic vision of the College, long-term academic and business plans and key performance indicators, and ensure that these meet the interests of stakeholders

(b)Nominate to the College by process of its determination any persons for election or appointment to any ceremonial posts it may determine necessary.

(c)Appoint the Chair, and Deputy Chair, and members of the Academic Board.

(d)Appoint the President and CEO, Provost and the Clerk to the Board after consideration of a report of a Joint Committee of the Board of Directors and Academic Board;

(e)Appoint holders of senior posts, on the recommendation of the Academic Board, where required; and to delegate to appointment panels under procedures agreed by the Board of Directors the power to appoint other members of staff;

(f)Appoint the Auditor or Auditors for the College;

(g)Confer the title of Emeritus Professor or Associate Professor, or Honorary Professor, Associate Professor or Lecturer, or such other honorary titles as may jointly be approved by the Academic Board and the Board of Directors;

(h)For so long as the Company has degree-awarding powers from the Privy Council, recommend to the Privy Council amendments, alterations or additions to this resolution, provided that no such amendment, alteration or addition shall be brought before the Privy Council until the Academic Board have had an opportunity of reporting thereon to the Board of Directors;

(i)Make, amend, alter or repeal regulations, policies, rules or byelaws provided that no new, amended, altered or repealed regulation affecting academic standards or quality shall be enacted until the Academic Board has had an opportunity of reporting thereon to the Board of Directors;

(j)Make Regulations and to confirm regulations submitted by the Academic Board for any matters in respect of which the Board of Directors may make Regulations;

(k)Govern, manage and regulate the finances, accounts, investments, property, business and all affairs whatsoever of the College and for that purpose to appoint bankers and any other officers or agents whom it may deem expedient to appoint and to cause proper books of account to be kept for all sums of money received and expended by the College and for the assets and liabilities of the College so that such books give a true and fair view of the state of the College’s affairs and explain its transactions;

(l)Take over all properties, assets, benefits and liabilities of the College;

(m)Join or collaborate with any other College, academic body or similar institution, organisation, company, partnership, joint venture or association having in view or promoting any activity the same as, or similar or related to, or which can provide a service for, any activity of the College as provided for by or permitted by law, being consistent with the provisions of the Articles of Association, and in such manner as may be authorised by this resolution of the College, and to delegate or revoke delegation of any of the College's functions to individuals, boards, committees and other entities (comprising its own officers or members or otherwise) with a view to furthering any of the above collaborative purpose or purposes

(n)Sell, buy, exchange, lease and accept leases of real and personal property on behalf of the College;

(o)Act as trustees or managers of any property, legacy, endowment, bequest or gift made to the College to further its charitable objects;

(p)Provide the buildings, premises, furniture and equipment and other means required for carrying on the work of the College;

(q)Provide for the welfare of persons in the employment of the College or formerly in the employment of the College through the provision of such emoluments, pensions or other schemes as the Board of Directors think fit;

(r)Enter into, vary, carry out and cancel contracts on behalf of the College;

(s)Review the academic work of the College and receive reports thereon from the Academic Board, and to take such steps as it thinks proper for the purpose of ensuring the efficiency and effectiveness of the College in the provision of teaching, the pursuit of learning and the prosecution of research;

(t)Review, amend, refer back, control or disallow any act of the Academic Board required under this resolution to be reported to the Board of Directors and to give directions thereon to the Academic Board provided that any act of the Academic Board which is amended by the Board of Directors shall be referred again to the Academic Board for consideration and report before being carried into effect;

(u)Approve or disapprove the names of persons proposed by the Academic Board as recipients of honorary degrees provided that no person shall be admitted by the College to an honorary degree whose name has not been approved for that purpose both by the Board of Directors and by the Academic Board;

(v)Consider, adjudicate upon and if thought fit redress any grievance of any member or employee of the College save where the Board of Directors has approved, through Policies or Regulations, alternative arrangements for such matters;

(w)Provide for the welfare of the students of the College;

(x)Select a Seal, Arms and a Mace for the College and to have the sole custody and use of the Seal;

(y)Exercise all such powers as are or may be conferred on the Board of Directors by the Articles of Association, this Resolution and Regulations and to carry the like into effect.

AUDIT AND RISK COMMITTEE

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TERMS OF REFERENCE

OBJECTIVE

The Audit and Risk Committee is appointed to form an opinion on the effectiveness and efficiency of the College’s internal control framework, and to report to the Board of Directors on the Adequacy and effectiveness of specific arrangements for risk management; control and governance; financial reporting; economy, efficiency and effectiveness (value for money) and data quality.

MEMBERSHIP 2016/17

Chair / Michael Needley
Appointed Members / Dyson Bogg
In Attendance / President, Chief Executive Officer and Chief Operating Officer (Interim) / Chris Holmes
(On request only) / Provost / Debi Hayes

COMPOSITION

Audit and Risk Committee comprises a minimum of three (3) directors none of whom shall serve as a member of the People and Remuneration Committee. At least one member of the Committee should have recent and relevant financial experience.

The Chief Executive Officer, Provost and Finance Director and representatives of the Internal and External Audit Services are invited to attend the meetings.

RESPONSIBILITIES

Consider and approve the appointment of the College’s internal and external audit services, including co-ordination between the two functions. This includes any related fees, plan for the forthcoming year, approval of the provision of any non-audit services, and the arrangements for monitoring the performance and effectiveness of the services.
To keep under review the College’s systems of internal control and its processes for risk management, governance, securing value for money and data quality, in order, to assure Board of Directors of their adequacy and effectiveness and to promote best practice
To advise Board of Directors on the risk appetite appropriate to the College, and review the risk register to assure the Board of Directors that the Executive’s assessment of risk is accurate; their risk appetite is in line with the College’s needs; and controls and plans to mitigate risk are appropriate.
Receive periodic and annual reports from the Internal Auditor on, inter alia, any major internal control weaknesses; progress in the completion of planned audits and responses; and whether satisfactory arrangements are in place to promote economy, efficiency and effectiveness in College.
Consider the External Auditor’s Management Letter on the draft Annual Financial Statements, prior to their submission to Board of Directors, and College management’s response to any significant accounting, auditing or internal control issues included within it
Receive and consider regular reports on College’s progress in implementing the “schedule of audit recommendations”, as provided by the External Auditors in their Management Letter.
Receive any relevant reports from the National Audit Office, HEFCE, or any other source, as appropriate.

AUTHORITY

Secretary / College Secretary
Quorum / Three members
Type / Standing Committee
Frequency / Two (2) meetings per year.
Internal or External Auditors may request an extraordinary meeting.
Powers to Form / The Committee has the power to form ad hoc working groups.
The Committee (and working groups) may invite other persons or advisors to attend from time to time to contribute to the issues under consideration. The committee shall determine the tenure and voting rights of such co-opted members.
Powers to Obtain Advice / The Committee has the power to obtain independent legal or professional advice.
Any prospective expenditure should have prior approval of the Chair of the Board of Directors to the effect that the expenditure is both reasonable and acceptable.
Decision Making / The Committee shall normally undertake a review of its effectiveness on an annual basis and at least every five (5) years the review should be conducted by an independent external.
Reporting / The Committee shall report to the Board of Directors.
The Committee shall submit a copy of its minutes to the Board of Directors.
The Committee shall submit an Annual Report (incl. effectiveness report) to the Board of Directors in the Autumn Semester following the completion of the Annual accounts.

PEOPLE AND REMUNERATION COMMITTEE

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TERMS OF REFERENCE

OBJECTIVE

The People and Remuneration Committee is appointed to consider, agree and recommend to the Board an overall people strategy and philosophy for the College that is aligned with its long term strategy, its objectives, its risk appetite, values and the long term interests of the institution and recognises the interests of relevant stakeholders. The remuneration policy and philosophy will cover the whole College but will pay particular attention to those colleagues defined as senior management

MEMBERSHIP 2016/17

Chair / Non-Executive Director / Prof. Sir Robert Burgess
Appointed Members / Director / Prof. Chris Brady
Director / Michael Needley
Director
President, Chief Executive Officer and Chief Operating Officer (Interim) / Chris Holmes
Provost / Debi Hayes
Finance Director
Director of Human Resources

COMPOSITION

The People and Remuneration Committee comprise a minimum of four directors none of whom shall serve asamemberoftheAudit and Risk Committee.AtleastonememberoftheCommittee should have recent experience of human resources.

RESPONSIBILITIES

Advise and make recommendations on all strategy, policy and regulations regarding people and employment at the College including employee reward, recognition, promotion and relations.

Advise and make recommendations on the Equality and Inclusion Strategy, and monitor its implementation and progress within the College.
Review and set the remuneration policy for all senior managers referred to it, including pension rights and any compensation payments. The board itself shall determine the remuneration of the non-executive directors within the limits set in the Articles of Association.
Determine, in consultation with the chairman and/or chief executive, as appropriate, the total individual remuneration package of each executive director and other designated senior executives including bonuses, incentive payments and share options or other share awards.

Recommend and monitor the level and structure of remuneration for senior management, taking into account all factors which it deems necessary including relevant legal and regulatory requirements.

Review the on-going appropriateness and relevance of the remuneration policy (including performance-related pay), including comparison with reliable, up-to-date information about remuneration in other institutions and companies of comparable scale and complexity.

Consider and propose the appointment to any senior executive referred to it, or reserved to the Board of Directors by the Articles of Association.

AUTHORITY

Clerk / College Secretary
Quorum / Three members
Type / Standing Committee
Frequency / Two (2) meetings per year
SpecialMeetings / The Committee should meet with the Academic Board at least once each year to discuss remuneration and conditions matters raised by the Board.
PowerstoForm / The Committee has the power to form ad hoc working groups.
The Committee (and working groups) may invite other persons or advisors to attend from time to time to contribute to the issues under consideration. The committee shall determine the tenure and voting rights of such co-opted members.
PowerstoInvestigate / The Committee is authorised by the Board of Directors to seek any information that it requires from any employee or member of the academic community.
PowerstoObtainAdvice / The Committee is has the power to obtain independent legal or professional advice.
Any prospective expenditure should have the prior approval of the Chair of the Board of Directors to the effect that the expenditure is both reasonable and acceptable.
DecisionMaking / The Committee shall normally decide by consensus and after due debate.
Where the Chair, or one-third or more of committee members attending call for a vote, decisions shall be made on the basis of a simple majority of those attending (excluding the Chair) with one vote per member. Where an equality of votes prevents a decision the Chair shall exercise a casting vote.
No members may be present for any discussions regarding their own remuneration.
EffectivenessReview / The committee shall normally undertake a review its effectiveness on an annual basis and at least every five (5) the review should be conducted by an independent external.
Reporting / The Committee shall report to the Board of Directors.
The Committee shall submit a copy of its minutes to the Board of Directors.
The Committee shall submit an Annual Report (inc. effectiveness report) to Board of Directors in the Autumn Semester following the completion of the Annual Accounts.

COLLEGE EXECUTIVE GROUP

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TERMS OF REFERENCE

OBJECTIVE

The College Executive Group is appointed to execute the executive authority the Chief Executive Officer on the strategic direction, performance and management of the College. It is the senior executive decision-making body of the College and deals with all matters of policy delegated to the Chief Executive Officer.

MEMBERSHIP 2016/17

Chair / President, Chief Executive Officerand Chief Operating Officer (Interim) / Chris Holmes
Deputy Chair / Provost / Debi Hayes
Ex Officio Members / Chief Finance Officer / Steve Macro
Executive Dean/ Pro-Provost (Academic Delivery) / Christy Traore
Pro-Provost (Education and Quality) / Vacant
Academic Registrar / Annette Devine
Director of Strategic Planning & Management Information / Vacant
Director of IT / Mark Duff
Director of Marketing, Recruitment and Communication / Angie Milan
Director of Human Resources / Yvonne Beauchamp
Director of International / Vacant

COMPOSITION

The College Executive Group comprises a maximum of fifteen (15) members. At least one member of the Committee should have recent and relevant project management experience, and at least one member should have recent and relevant finance experience.

The members of the Senior Management Group or broader staff of the College are invited to attend the meetings, as appropriate.

RESPONSIBILITIES

Subject to any further direction by the Board of Directors, the College Executive Group will:

Make proposals about the educational character and mission of the College, and for implementing the decisions of the Board of Directors;
Undertake all activities required for the organisation, direction and management of the College and leadership of its staff;
Appointment, assignment, grading, appraisal, suspension, dismissal, and determination - within the framework set by the Board of Directors - of the pay and conditions of service of staff other than the holders of senior posts; and the assignment and appraisal of the holders of senior posts other than the Provost and the Clerk to the Board of Directors, if the holder of that office is not a member of the College’s staff;
the determination, after consultation with the Academic Board, of the College’s academic activities, and for the determination of its other activities;
Prepare and approve annual estimates of income and expenditure and for the management of budget and resources, within the estimates approved by the Board of Directors; and
Maintenance of student discipline and, within the rules and procedures provided within the Articles, for the suspension or expulsion of students on disciplinary grounds and for implementing decisions to expel students for academic reasons.

AUTHORITY

Clerk / Governance Officer
Quorum / Half the total number of members - rounded down to the nearest whole number – and must include a member of the Board of Directors.
Type / Standing Committee
Frequency / Bi-monthly
Special Meetings / The group should meet once a year in a special meeting to approve the Annual Budget and College Enhancement Plan.
Powers to Form / The Committee has the power to form ad hoc working groups. The Committee (and working groups) may invite other persons or advisors to attend from time to time as appropriate to contribute to the issues under consideration. The committee shall determine the tenure and voting rights of such co-opted members.
Powers to Investigate / The Committee is authorised by the Board of Directors to seek any information that it requires from any employee or member of the academic community.
Powers to Obtain Advice / The Committee is has the power to obtain external legal or independent professional advice on the approval of the Chair.
Decision Making / The Committee shall normally decide by consensus and after due debate.
Where the Chair, or one-third or more of committee members attending call for a vote, decisions shall be made on the basis of a simple majority of those attending (excluding the Chair) with one vote per member. Where an equality of votes prevents a decision the Chair shall exercise a casting vote.
Effectiveness Review / The Chair will ensure the committee undertakes a review of its effectiveness on an annual basis and report that review to the Board of Directors. At least every five (5) years the committee’s review should be conducted by an independent member of the College Executive
Reporting / The Committee shall report to the Board of Directors.
The Committee shall submit an Annual Report of Directors in the June Semester following approval of the Annual Budget and College Enhancement plan.

CONTINUOUS IMPROVEMENT GROUP

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TERMS OF REFERENCE

OBJECTIVE