Board of Governors and its Committees - Membership and Terms of Reference

Board of Governors

Audit Committee

Finance and Resources Committee

Human Resources Committee

Nominations Committee

Remuneration Committee

Merthyr Tydfil College Ltd Board of Directors

RWCMD Ltd Board of Directors

Board of Governors

Membership

Independent Governors

Gareth Williams, (Chair)
Sandra Spray, (Deputy Chair)
Professor David Baker
John Derrick
Graham Edwards
Chris Freegard OBE
Clare Hudson
Debbie Jones
Hélène Mansfield OBE
Alison Phillips
Chris Sutton
Michael Stevens
Jemma Terry

Co-opted Member with experience of education
Professor Michael Gunn

Other co-opted member
Raj Aggarwal OBE
Louise Evans

Vice-Chancellor
Professor Julie Lydon (Vice Chancellor)

Student Governors
Mishan Wickremasinghe, Student President
TBC, Second Student Governor

Elected Staff Governor
Angela Lewis

Academic Board Nominee
TBC

Co-opted members of the Executive
Professor Sara Owen, Deputy Vice Chancellor (Academic)
Huw Williams, Deputy Vice Chancellor (Strategic Resources)

Clerk to Board of Governors
William Callaway, University Secretary and Clerk to the Governors

Terms of reference:

The Board of Governors shall be responsible for:

1. The determination of the educational character and mission of the University and for oversight of its activities
2. The effective and efficient use of resources, the solvency of the institution and the Corporation and for safeguarding their assets
3. Approving annual estimates of income and expenditure
4. The appointment, grading, suspension, dismissal and determination of the pay and conditions of service of the holders of senior posts and the assignment and appraisal of the Principal and the Clerk to the Board of Governors, if the holder of that office is not a member of the University’s staff
5. Setting a framework for the pay and conditions of all other staff

Meetings in 2018/19

The Board of Governors will meet on the following dates:

Monday 24 September 2018
Monday 26 November 2018
Monday 11 March 2019
Monday 1 July 2019

There will be two Governors/Executive Awaydays:

Monday 24 September 2018
Monday 11 March 2019

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Audit Committee

Membership

Chris Freegard (Chair)
Alison Phillips
Professor Michael Gunn
Steve Blake (co-opted)
Dr John Graystone (co-opted)
Vacancy (co-opted)

Constitution

The governing body as required by the Articles of Government –

‘5 (3) The Board of Governors shall establish an Audit Committee whose members shall not include staff or student governors’

has established a committee of the Board of Governors known as the Audit Committee. It acts as the Audit Committee for the University and for each of its subsidiaries.

Composition & Membership

4 to 6 members (excluding Chair, Deputy Chair, staff and student governors), including: – up to 3 independent or co-opted members of the Board, one of whom to be Chair – up to 3 co-opted members of the Committee.

The Audit Committee and its chair shall be appointed by the Board of Governors and must consist of members with no executive responsibility for the management of the University or any of its subsidiaries. Members should not have significant interests in the institution.

At least one member should have recent relevant experience in finance, accounting or auditing. Members of the committee should not also be members of the finance committee (or equivalent).

Quorum

At least two members.

Attendance at meetings

The Vice Chancellor, Deputy Vice Chancellor (Strategic Resources) and representatives of the internal and external auditors shall normally attend meetings where business relevant to them is to be discussed. However, at least once a year the Committee should meet with the internal and external auditors without any officers present.

Relevant officers of the University and the colleges may also be asked to attend as appropriate.

Frequency of meetings

Meetings shall normally be held three times each financial year and not fewer than twice. The internal or external auditors may request a meeting if they consider it necessary.

Authority

The Committee is authorised by the Board of Governors to investigate and where appropriate challenge any activity and evidence brought before the Committee within its terms of reference. It is authorised to seek any information it requires from any employee, and all employees are directed to co-operate with any request made by the committee.

The Committee is authorised by the Board of Governors to obtain outside legal or other independent professional advice and to secure the attendance of non-members with relevant experience and expertise if it considers this necessary, normally in consultation with the Vice Chancellor and/or Chair or Deputy Chair of the Board of Governors.

The Committee will review the audit aspects of the draft annual financial statements. These aspects will include the external audit opinion, the statement of members’ responsibilities, the statement of internal control and any relevant issue raised in the external auditors’ management letter. The Committee should, where appropriate, confirm with the internal and external auditors that the effectiveness of the internal control system has been reviewed, and comment on this in its annual report to the Board of Governors.

Duties

The duties of the Committee for the University and for each of its subsidiaries shall be to:

a) consider and advise the Board of Governors on the appointment, independence and effectiveness of the external auditors, the scope of audit coverage, the audit fee, the provision of any non-audit services by the external auditors, and any questions of resignation or dismissal of the external auditors, and will ensure that market testing is undertaken at least every five years, including a change to the individual partner if retaining the current external auditors. (This may be extended to seven years where the criteria set out within the Auditing Standards Board Ethical Standard 3 are met)

b) discuss with the external auditors, before the audit begins, the nature and scope of the audit

c) discuss with the external auditors findings arising from the interim and final audits, including a review of the management letter, incorporating management responses, and any other matters the external auditors may wish to discuss (in the absence of management where necessary), including any schedule of misstatements. The Committee will ensure that the resources and staff made available for external audit are sufficient to meet the University’s and its subsidiaries’ needs (or make a recommendation to the Board of Governors as appropriate)

d) consider and advise the Board of Governors on the appointment, terms of engagement and effectiveness of the internal audit service, the scope of audit coverage, the audit fee, the provision of any non-audit services by the internal auditors and the associated objectivity of future work in these areas being uncompromised. The Committee will also consider and advise the Board on any questions of resignation or dismissal of the internal auditors, and will ensure that market testing is undertaken at least every five years

e) inform the funding council of any removal or resignation of the internal auditors and of the reasons

f) review the internal auditors’ audit risk assessment, strategy and programme; consider major findings of internal audit investigations and management’s response; and promote co-ordination between the internal and external auditors. The Committee will ensure that the resources and staff made available for internal audit are sufficient to meet the University’s and its subsidiaries’ needs (or make a recommendation to the Board of Governors as appropriate)

g) review the effectiveness of the risk management, control and governance arrangements, and the management and quality assurance of data, and in particular review the external auditors’ management letter, the internal auditors’ annual report, and management responses

h) monitor the implementation of agreed audit-based recommendations, from whatever source

i) ensure that all significant losses have been properly investigated and that the internal and external auditors, and where appropriate the funding council (or its successor) have been informed

j) oversee the University’s and its subsidiaries’ policy on fraud and irregularity, including being notified of any action taken under that policy

k) satisfy itself that suitable arrangements are in place to promote economy, efficiency and effectiveness, including the identification of specific value for money studies

l) receive any relevant reports from the National Audit Office (NAO), the Wales Audit Office, the funding council (or its successor) and other organisations

m) monitor annually the performance and effectiveness of the external and internal auditors, including any matters affecting their objectivity, promoting co-ordination between external and internal audit, and make recommendations to the Board of Governors concerning their reappointment, where appropriate

n) consider, in conjunction with the Finance & Resources Committee the consolidated annual financial statements of the University and its subsidiaries, prepared and duly audited in accordance with Schedule 7 of the Education Reform Act in the presence of the external auditors and ensure that;

• suitable accounting policies are selected and applied consistently;
• the methods and principles in relation to the Statement of Recommended Practice: Accounting for Further and Higher Education Institutions are observed;
• judgements and estimates are made that are reasonable and prudent;
• applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
• financial statements are prepared on the going concern basis unless it is inappropriate to presume that the University will continue in operation.

The Committee will ask to receive assurances from external auditors that the accounts of the subsidiaries are drawn up in accordance with Companies Act requirements. After taking account of any points raised by members of the Joint Committee, if appropriate, a recommendation for approval of the consolidated annual financial statements of the University and its subsidiaries will be reported to the Board of Governors by the Audit Committee, based on the review of the findings of the external auditors, which will enable the Board of Governors to approve the University’s Annual Report

o) in the event of the merger or dissolution of the University or its subsidiaries, ensure that the necessary actions are completed, including arranging for a final set of financial statements to be completed and signed

p) oversee the University’s and its subsidiaries’ compliance with Freedom of Information and Data Protection legislation

q) satisfy itself that the University, MTC and RWCMD are compliant with their responsibilities as registered charities

r) consider and approve any changes to the Public Interest Disclosure Procedure, and note the outcomes of any Public Interest Disclosure (Whistleblowing) investigations.

Reporting procedures

The minutes (or a report) of meetings of the Committee will be circulated to all members of the Board of Governors, internal and external auditors.

The Committee will prepare an annual report covering the University’s and its subsidiaries’ financial year and any significant issues up to the date of preparing the report. The report will be addressed to the Board of Governors and the Vice Chancellor, and will summarise the activity for the year. It will give the Committee’s opinion of the adequacy and effectiveness of the University’s and its subsidiaries’ arrangements for the following:

• risk management, control and governance (the risk management element includes the accuracy of the statement of internal control included with the annual statement of accounts)

• economy, efficiency and effectiveness (value for money).

This opinion should be based on the information presented to the Committee. The Committee’s annual report should normally be submitted to the Board of Governors before the members’ responsibility statement in the annual financial statements is signed.

The Committee’s annual report will be presented to the funding council, along with the external auditors report and associated management responses.

Clerking arrangements

The Clerk to the Committee will be the Clerk to the Board of Governors (or other appropriate independent individual approved by the Chair).

Meetings in 2018/19

The Audit Committee will meet on the following dates:

Monday 12 November 2018
(including a joint meeting with the Finance and Resources Committee)
Monday 25 March 2019
Monday 10 June 2019

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Finance and Resources Committee

Membership

Louise Evans (Chair)
Gareth Williams (Chair of Board ex officio)
Sandra Spray (Deputy Chair of Board ex officio)
Professor Julie Lydon (Vice-Chancellor)
Professor David Baker
Hélène Mansfield
Chris Sutton
Michael Stevens
Vacancy
Vacancy (co-opted)
Vacancy (co-opted)
Vacancy (co-opted)

Composition and Membership

3 to 9 members (excluding staff and student governors), including: – up to 6 independent or co-opted members of the Board, 2 of whom must be independent members and one of whom to be Chair – up to 3 co-opted members of the Committee
Chair of the Board (ex officio)
Deputy Chair of the Board (ex officio)
Vice-Chancellor

Quorum

At least 3 members, including two lay members and the Vice-Chancellor or other member of the Executive.

Attendance at meetings

The Deputy Vice Chancellor (Strategic Resources) and relevant officers of the University and the colleges may also be asked to attend as appropriate.

Frequency of meetings

Not fewer than three times per year.

Duties
The duties of the Committee for the University and for each of its subsidiaries shall be to:

1. consider and advise the Board on long-term financial strategies

2. approve the Financial Regulations including any financial policies therein (formally at three-year intervals or when significant changes are made)

3. review and approve the University’s insurance and banking arrangements (to be considered at five-year intervals or when significant changes are made)

4. review and recommend to the Board annual revenue and capital budgets and longer term forecasts

5. receive regular reports on financial performance (revenue and capital) and financial position and monitor these reports against budget

6. develop and maintain an appropriate Treasury and Investment Policy. To monitor borrowing levels and requirements, liquidity and the investment of surplus funds in line with that Policy and to report to the Board at least annually

7. receive regular reports and accounts for the operation of any trading subsidiary company

8. approve the Students’ Union budget for each year in advance and monitor its expenditure by receiving reports in the form specified in the Code of Practice on the Operation of the Students’ Union

9. approve or recommend expenditure proposals, contracts and grant applications in line with the Financial Regulations

10. recommend for approval by the Board an annual Estates Programme, including all property maintenance and building projects

11. 11. review the ICT Strategy and the Estates Strategy including the monitoring of the financial aspects of ICT and Estates activities, and monitoring of major projects implementation

12. make recommendations to the Board on the proposed acquisition, sale or lease of property and land

13. consider any other significant transactions and make recommendations to the Board

14. review the financial aspects of research activity

15. review the strategic risks affecting the University for those areas covered by the Committee’s terms of reference and any specific risks assigned to it by the Board

16. advise the Board on any matter referred to it by the Board.

17. consider, in conjunction with the Audit Committee, the consolidated annual financial statements of the University and its subsidiaries, prepared and duly audited in accordance with Schedule 7 of the Education Reform Act in the presence of the external auditors and ensure that:

• suitable accounting policies are selected and applied consistently;
• the methods and principles in relation to the Statement of Recommended Practice: Accounting for Further and Higher Education Institutions are observed;
• judgements and estimates are made that are reasonable and prudent;
• applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
• financial statements are prepared on the going concern basis unless it is inappropriate to presume that the University will continue in operation

Reporting procedures

The minutes (or a report) of the meeting of the Finance and Resources Committee will be circulated to all members of the Board of Governors and external auditors.

Clerking arrangements

The Clerk to the Committee will be the Clerk to the Board of Governors (or other appropriate independent individual approved by the Chair).

Meetings in 2018/19

The Finance and Resources Committee will meet on the following dates:

Monday 12 November 2018
(including a joint meeting with the Audit Committee to consider the
end of year accounts)
Monday 13 December 2018
Monday 25 February 2019
Monday 20 May 2019

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Human Resources Committee

Membership

Sandra Spray (Chair and Deputy Chair of the Board ex officio)
Gareth Williams (Chair of Board ex officio)
Debbie Jones
Professor Julie Lydon (Vice-Chancellor)
Graham Edwards
Raj Aggarwal
Vacancy
Mishan Wickremasinghe (Student Governor) (H&S & Welsh Language items only)
TBC (Student Governor) (H&S & Welsh Language items only)
Hugh Jones (co-opted)
Vacancy (co-opted)

Composition and Membership

3 to 7 members, including: – up to 5 independent or co-opted members of the Board, 2 of whom must be independent members and one of whom to be Chair – up to 2 of whom to be co-opted members of the Committee
Chair of the Board (ex officio)
Deputy Chair of the Board (ex officio)
Vice-Chancellor
The Student Governor (Health and Safety and Welsh Language items only)

Quorum

At least three members, including two lay members and the Vice-Chancellor or other member of the Executive

Attendance at meetings

The Deputy Vice Chancellor (Strategic Resources) and Executive Director of Organisational Development shall normally attend meetings.

Relevant officers of the University and the colleges may also be asked to attend as appropriate.

Frequency of meetings

At least two meetings per year

Duties

The duties of the Committee shall be to:

Part 1 – Health and Safety Policy

a) approve health and safety policy for the University

b) keep under review and advise the Board on arrangements for health and safety within the University

c) receive regular reports on health and safety matters

d) advise the Board on any matter referred to it by the Board

Part 2 – Welsh Language

a) advise the Board as appropriate on issues relating to the Welsh Language

b) receive regular reports on compliance with the Welsh Language Standards

Part 3 – Employment Policy

a) develop and advise the Board on long-term strategy

b) approve on behalf of the Board such policies and procedures in respect of employment which are expressly mentioned in the Articles of Government and/or which could potentially lead to the dismissal of an employee, except where the Board specifically determines that matters be reserved for Board approval. To receive reports on other new or revised policies and procedures in respect of employment

c) make recommendations to the Board on a framework for the pay and conditions of service of staff other than the Vice-Chancellor and other holders of senior posts (see Article 3(1)(e))

d) make recommendations to the Board on:-

i. rules relating to the conduct of staff ii. rules relating to the dismissal of staff iii. grievance procedures in accordance with Articles 9, 10 and 11

e) receive regular reports on staffing matters, including the staff profile of the University

f) advise the Board on other staffing and employment matters including equality-related matters requiring a decision by the Board; to advise the Board on the promotion of equality of opportunity

g) review the strategic risks affecting the University in the area of human resources and advise the Board thereon advise the Board on any other matter referred to it by the Board

Meetings in 2018/19

The Human Resources Committee will meet on the following dates:

Monday 5 November 2018
Monday 24 June 2019

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Nominations and Governance Committee

Membership

Gareth Williams (Chair) (Chair of Board)
Sandra Spray (Deputy Chair of Board)
Helene Mansfield (Chair of MTC Board ex-officio)
John Derrick (Chair of RWCMD Board ex-officio)
Jemma Terry (Independent member)
TBC (Academic Board Member)
Vacancy (co-opted)
Professor Julie Lydon (Vice-Chancellor)

Composition

Chair of the Board (Chair)
Deputy Chair of the Board
One Independent Member appointed by the Board
One Academic Board Member
One co-opted Member
Vice-Chancellor

Quorum

At least 3 members, including two lay members and the Vice-Chancellor or other member of the
Executive.

Duties

The duties of the Committee shall be to:

a) make recommendations to the Board on arrangements for the appointment of members and officers of the Board of Governors.

b) recommend persons for appointment as independent and co-opted members of the Board, such recommendations being for consideration either by the Board or by a Committee of Independent Members whichever is required by the provisions of the Instrument of Government.

c) consider succession planning for Board members and to evaluate the balance of skills, knowledge and diversity of the Board.

d) make recommendations as to membership of Board committees.

Meetings in 2018/19

The Nominations Committee will meet on the following dates:

Monday 4 February 2019
Monday 13 May 2019

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Remuneration Committee

Membership

Sandra Spray (Chair) (Deputy Chair of Board ex officio)
Gareth Williams (Chair of Board ex officio)
Louise Evans (Chair of Finance and Resources Committee ex officio)
John Derrick (Chair of the RWCMD Board ex officio)
Helene Mansfield (Chair of the MTC Board ex officio)
Graham Edwards (One other Governor, other than Staff/Student Governors)

Secretary: William Callaway (University Secretary)*
In Attendance: Julie Lydon (Vice-Chancellor)*
(*not present for discussion of their own remuneration)

Composition

Deputy Chair of the Board – Chair (ex officio)
Chair of the Board (ex officio)
Chair of the Human Resources Committee (ex officio)
Chair of the Finance and Resources Committee (ex officio)
Chair of the RWCMD Board of Directors (ex officio)
Chair of the MTC Board of Directors (ex officio)
One other Governor (other than Staff Student Governors)

Secretary: University Secretary*
In Attendance: Vice-Chancellor*
(*not present for discussion of their own remuneration)

Quorum

At least 3 members.

Duties

The duties of the Committee shall be to:

1) review the remuneration of the Vice-Chancellor and Executive (Deputy & Pro Vice Chancellors), and make recommendations to the Board;

2) receive, not less than annually, a report from the Vice-Chancellor on the remuneration of Deans, Executive Directors and equivalent level three posts reporting to members of the Executive, as recommended by the Vice Chancellor, and approve (or not) the recommendations;

3) review the remuneration of the Principal of MTC and the Principal and Vice Principal of RWCMD and make recommendations to the College Boards of Directors and to report to the University Board;

4) make recommendations to the Board on severance payments to the Vice-Chancellor and Executive (Deputy & Pro Vice Chancellors), and the Clerk to the Governors;

5) consider institutional interest, sustainability and reputation as well as the public interest and the safeguarding of public funds as part of its deliberations and must require comparative information to inform its decisions;

Procedural matters

6) The Minutes of the Remuneration Committee will be received by the Board as a reserved item, being circulated only to those members entitled to take part in discussion of reserved items. All staff governors will be required to withdraw from the meeting with the exception of the Vice-Chancellor, who may remain except when his/her own remuneration is under discussion. The Clerk may be requested to withdraw when his/her own remuneration is under consideration. The decisions of the Board will be minuted in a separate and confidential appendix to the Minutes, which will be included as a reserved item at the next meeting of the Board. A report of the work of the Remuneration Committee will be made annually by the Clerk and provided to the whole Board of Governors including staff and student members;

7) All meetings of the Remuneration Committee will be formally minuted by the Clerk, who will be in attendance at the meeting except in so far as

i) his/her own remuneration is under discussion ii) the Committee may request the Clerk to withdraw for part of the meeting

The Clerk will, however, be in attendance to such an extent as to advise the Committee on procedures before it decides on matters under discussion and for the purpose of recording the Committee’s decisions and/or recommendations.

Meetings in 2018/19

Monday 13 May 2019

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Merthyr Tydfil College Ltd Board of Directors

Composition

The Board will consist of up to thirteen directors approved by the Member (the University of South Wales) in the following categories:

1) Chair (who will have a casting vote)
2) Vice Chancellor (of the Member) or alternate (ex officio)
3) Principal (ex officio)
4) One member of staff elected by the staff
5) Chair of the Learner Assembly
6) Two or more lay members of the University’s Board of Governors
7) Two or more other directors

Membership

Helene Mansfield (Chair) (who will have a casting vote)
Professor Julie Lydon (Vice Chancellor (of the Member) or alternate ex officio)
Vacancy (Principal ex officio)
Gareth Morgan (One member of staff elected by the staff)
TBC (Chair of Learner Assembly, elected annually by Learner Assembly)
Rachel Moxey
Huw Williams
Katy Burns
Antony Jenkins
Gareth Chapman
Lisa Thomas
Vacancy

Meetings in 2018/19

The Merthyr Tydfil College Board of Directors will meet on the following dates:

Monday 19 November 2018
Monday 14 January 2019
Monday 18 March 2019
Monday 15 April 2019
Monday 3 June 2019

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RWCMD Ltd Board of Directors

Composition

The Board will consist of 13 directors and its composition will include the following categories:

1) A Chair, who will normally be a member of the University’s Board of Governors
2) Principal of the College
3) Nominee of College Academic Board
4) Student President of College
5) Vice Chancellor
6) Two or more lay members of the University Board of Governors*
7) Up to six other directors with relevant experience and expertise*

*N.B. Directors appointed in categories 6) and 7) will normally include those with experience and expertise in property, accountancy, law and business and two with experience as employers in relevant fields of the arts.

Directors in categories 1), 6) and 7) will normally be appointed for a three-year term, renewable for a further three-year term i.e. for a normal maximum period of six years. Appointment for more than six years will be on an exceptional basis.

Membership

John Derrick (Chair)
Professor Helena Gaunt (Principal of RWCMD)
Professor Julie Lydon (Vice Chancellor)
Manon Bonner Antoniazzi
Natasha Hale
Clare Hudson
Lloyd Pearce (Student President)
Jemma Terry
Brian Weir (One member of staff elected by the whole staff)

Meetings in 2018/19

The RWCMD Board of Directors will meet on the following dates:

Monday 8 October 2018
Monday 21 January 2019
Monday 8 April 2019
Monday 17 June 2019

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