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)
Stephen Best OBE
Graham Edwards
Chris Freegard
Professor Michael Gunn
Clare Hudson
Hélène Mansfield OBE
Tony Morgan
Michael Stevens
Chris Sutton
Jemma Terry
Haydn Warman

Co-opted governors
Steve Dalton
Vacancy
Vacancy
Vacancy

Vice-Chancellor
Professor Julie Lydon OBE

Student Governor
Jonathan Jones, Student President
Rachel Watson, Vice President Student Activities

Elected Staff Governor
Terry Driscoll

Academic Board Nominee
Professor Diana Wallace

Co-opted members of the Executive
Professor Helen Langton
Huw Williams

Clerk to Board of Governors
William Callaway

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 2016/17

The Board of Governors will meet on the following dates:

Monday 12 September 2016 at 3pm
Monday 12 December 2016 at 3pm
Monday 13 March 2017 at 4pm
Monday 3 July 2017 at 4pm

There will be two Governors/Executive Awaydays:

Monday 12 September 2016
Monday 13 March 2016

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Audit Committee

Membership

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

4 to 7 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), internal auditors and a representative of the 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 external and internal auditors without any officers present.

The Vice Principal (Resources) at RWCMD, one named lay member of the College Merthyr Tydfil Board and a nominee of the Principal of the College Merthyr Tydfil will also normally be in attendance.

Frequency of meetings

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

Authority

The Committee is authorised by the Board of Governors to investigate any activity 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) advise the Board of Governors on the appointment 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

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

c) discuss with the external auditors problems and reservations 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)

d) consider and advise the Board of Governors on the appointment and terms of engagement 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 any questions of resignation or dismissal of the internal auditors

e) 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 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)

f) keep under review the effectiveness of the risk management, control and governance arrangements, and in particular review the external auditors’ management letter, the internal auditors’ annual report, and management responses

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

h) ensure that all significant losses have been properly investigated and that the internal and external auditors, and where appropriate HEFCW have been informed

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

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

k) receive any relevant reports from the National Audit Office (NAO), the Wales Audit Office, HEFCW and other organisations

l) 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.

m) consider the consolidated annual financial statements of the University and its subsidiaries, after review by the Finance & Resources Committee and prior to submission to the Board of Governors, in the presence of the external auditors, including the auditors’ formal opinion, the statement of members’ responsibilities and the statement of internal control, in accordance with HEFCW’s accounts directions, receive assurances from external auditors that the accounts of the subsidiaries are drawn up in accordance with Companies Act requirements and report the Committee’s conclusions to the Board of Governors.

n) 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.

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

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

q) 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.

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 2016/17

The Audit Committee will meet on Monday at 2.00 pm (unless specified otherwise) on the following dates:

21 November 2016 (3.00 pm)
(including a joint meeting with the Finance and Resources Committee
to consider the end of year accounts, commencing at 1.30 pm)
30 January 2017
27 March 2017

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Finance and Resources Committee

Composition

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

Membership

Tony Morgan (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
Haydn Warman
Vacancy
Michele Shoebridge (co-opted) (from 1 January 2017)
Vacancy (co-opted)
Vacancy (co-opted)

Terms of Reference

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

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

3. To review and approve the University’s insurance and banking arrangements (formally at three-year intervals or when significant changes are made).

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

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

6. To monitor borrowing levels and requirements, liquidity and the investment of surplus funds.

7. To review the annual statement of accounts prepared and duly audited in accordance with Schedule 7 of the Education Reform Act and to make a report to the Board.

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

9. To 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.

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

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

12. To review the ICT Strategy and the Estates Strategy including the monitoring of the financial aspects of ICT and Estates activities.

13. To make recommendations to the Board on the proposed acquisition and sale of property and land.

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

15. To review the financial aspects of research activity.

16. To 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.

17. To advise the Board on any matter referred to it by the Board.

Frequency of Meetings

Not fewer than three times per year

Attendance at Meetings

The Deputy Vice Chancellor (Strategic Resources), Director of Finance and Risk and Director of Estates and Facilities will normally be in attendance at meetings. The Vice Principal (Resources) at RWCMD and the Head of Resources at The College Merthyr Tydfil will also normally be in attendance.

Quorum for Meetings

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

Meetings in 2016/17

The Finance and Resources Committee will meet on Monday at 3.00 pm (unless specified otherwise) on the following dates:

21 November 2016 (11.00 am)
(including a joint meeting with the Audit Committee to consider the
end of year accounts, commencing at 1.30 pm)
05 December 2016
27 February 2017
26 June 2017 (1.00 pm)

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Human Resources Committee

Composition

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)

Membership

Sandra Spray (Chair and Deputy Chair of the Board ex officio)
Gareth Williams (Chair of Board ex officio)
Professor Julie Lydon (Vice-Chancellor)
Stephen Best
Steve Dalton
Vacancy
Vacancy
Jonathan Jones (Student Governor) (H&S & Welsh Language only)
Hugh Jones (co-opted)
Vacancy (co-opted)

Terms of Reference Part 1 – Health and Safety Policy

1. To approve health and safety policy for the University

2. To keep under review and advise the Board on arrangements for health and safety within the University

3. To receive regular reports on health and safety matters

4. To advise the Board on any matter referred to it by the Board

Terms of Reference Part 2 – Welsh Language

1. To advise the Board as appropriate on issues relating to the Welsh Language.

Terms of Reference Part 3 – Employment Policy

1. To develop and advise the Board on long-term strategy.

2. To approve on behalf of the Board policies and procedures in respect of employment matters except where the Board specifically determines that matters be reserved for Board approval.

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

4. To make recommendations to the Board on:-

4.1 rules relating to the conduct of staff
4.2 disciplinary matters
4.3 grievance procedures

in accordance with Articles 9, 10 and 11.

5. To receive regular reports on staffing matters, including the staff profile of the University.

6. To 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.

7. To review the strategic risks affecting the University in the area of human resources and advise the Board thereon.

8. To advise the Board on any other matter referred to it by the Board.

Frequency for Meetings

Not fewer than four times per year

Attendance at Meetings

The Health and Safety Officer, Chair of Health and Safety Committee, Director of Human Resources, Principal of The College Merthyr Tydfil and the Vice Principal (Resources) at RWCMD will normally be in attendance at meetings. The Deputy Vice Chancellor (Strategic Resources) may also attend as necessary to report on items concerning the budget and staff costs, including pensions. The Deputy Vice Chancellor (Research and Student Experience) may also attend if necessary to cover equality and diversity matters.

Quorum for Meetings

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

Meetings in 2016/17

The Human Resources Committee will meet on Monday at 4.00 pm on the following dates:

07 November 2016
06 February 2017
22 May 2017

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Nominations Committee

Membership

Gareth Williams (Chair) (Chair of Board)
Sandra Spray (Deputy Chair of Board)
Vacancy (Independent member)
Vacancy
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

Terms of reference

1. To make recommendations to the Board on arrangements for the appointment of members and officers of the Board of Governors.

2. To 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.

3. To be responsible for the consideration of succession planning for Board members and to evaluate the balance of skills, knowledge and diversity of the Board.

4. To be responsible for making recommendations as to membership of Board committees.

Quorum

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

Meetings in 2016/17

The Nominations Committee will meet on Monday in Treforest on the following dates:

13 February 2017
15 May 2017

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Remuneration Committee

Membership

Haydn Warman (Chair) (Deputy Chair of Board ex officio)
Gareth Williams (Chair of Board ex officio)
Sandra Spray (Chair of Human Resources Committee ex officio)
Tony Morgan (Chair of Finance and Resources Committee ex officio)
Graham Edwards (One other Governor) (other than Staff Student Governors)
Julie Lydon (Vice-Chancellor) (except in respect of her own remuneration)

Composition

Chair of the Board (ex officio)
Deputy Chair of the Board (ex officio)
Chair of the Human Resources Committee (ex officio)
Chair of the Finance and Resources Committee (ex officio)
One other Governor (other than Staff Student Governors)
Vice-Chancellor (except in respect of his/her own remuneration)

Terms of reference

1) to review the remuneration (grade and contribution pay) of the Executive and Vice-Chancellor, in accordance with the Framework set by the Board on the recommendation of the Human Resources Committee, and make recommendations to the Board using sector and institution wide data as necessary and appropriate;

2) to receive, not less than annually, a report from the Vice-Chancellor on the remuneration of Deans, corporate Heads of Department and equivalent level three posts reporting to Executive members, as recommended by the Executive in accordance with the Framework, and approve the Executive’s recommendations;

3) to make recommendations to the Board on severance payments to the Vice-Chancellor and approve severance payments to members of the Executive and such other senior staff, as determined from time to time by the Board of Governors.

Quorum for meetings

At least 3 members.

Notes

i) 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
a) his/her own remuneration is under discussion
b) 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.

ii) 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.

Meetings in 2016/17

Dates to be confirmed.

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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

Stephen Best (Chair) (who will have a casting vote)
Professor Julie Lydon (Vice Chancellor (of the Member) or alternate ex officio)
John O’Shea (Principal ex officio)
Gareth Morgan (One member of staff elected by the staff)
Elliott Phillips (Chair of Learner Assembly, elected annually by Learner Assembly)
Vacancy
Rachel Moxey
Huw Williams
Katy Burns
Antony Jenkins
Carolyn Meade
Dr John Graystone
Gareth Chapman

Responsibilities

(a) the determination of the educational character and mission of the institution and for oversight of its activities;

(b) the effective and efficient use of resources, the solvency of the institution and the company and for safeguarding their assets;

(c) approving annual estimates of income and expenditure;

(d) the appointment, grading, appraisal, suspension and determination of the pay and conditions of service of the holders of senior posts and the Company Secretary (including where the Company Secretary is, or is to be appointed as, a member of staff, his or her appointment, grading, suspension and determination of his or her pay in his or her capacity as a member of staff);

(e) the dismissal of the holders of senior posts and the Company Secretary;

(f) setting a framework for the pay and conditions of service of all other staff; and

(g) if there is to be no Academic Board, ensuring that arrangements are in place for advising the Principal on the standards, planning, co-ordination, development and oversight of the academic work of the institution, including arrangements for the admission, assessment and examination of students and the procedures for the expulsion of students for academic reasons.

(h) considering the national and regional functions of the FE sector and the needs of those served by the sector at a regional and national level. This duty to consider should include a requirement to consider the roles and potential roles of other educational providers alongside their own in meeting those needs. This should form part of the self-assessment process of governance;

(i) ensuring effective arrangements, to ensure the views and considerations of stakeholders including learners and staff, are fed into the Board. Such groups may contain individuals from the Membership Body, but should also include wider sets of consultees;

(j) publishing an annual statement reporting its progress in achieving performance indicators set by the Welsh Government;

(k) participating in a national training programme developed by the Welsh Government in conjunction with the FE sector;

(l) ensuring a Company Secretary is in place who is accountable to the Board and responsible for ensuring the effective operation of the Board and the Membership Body;

(m) ensuring that non-executive directors have sufficient knowledge and skills to exercise proper scrutiny, without being involved in operational decision making, and to hold senior managers to account for their implementation of strategy and achievement of objectives and targets;

(n) ensuring effective arrangements are in place for health and safety at the college;

(o) ensuring that the college’s charitable status is safeguarded.

Quorum for meetings
At least 3 members.

Meetings in 2016/17

The Merthyr Tydfil College Board of Directors will meet on Mondays at 3pm at the College (unless specified otherwise) on the following dates:

14 November 2016
16 January 2017
20 March 2017
08 May 2017 (4.00 pm)
26 June 2017

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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

Hilary Boulding (Principal of RWCMD)
Michael Lowe (Student President)
Professor Julie Lydon (Vice Chancellor)
Vacancy (Chair)
Mark Taylor
Clare Hudson
Jemma Terry
Jon Frost

Meetings in 2016/17

The RWCMD Board of Directors will meet on Mondays at 2.00 pm (unless specified otherwise) at RWCMD on the following dates:

24 October 2016 (Strategic Awayday from 10.00 am)
23 January 2017
03 April 2017
19 June 2017

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