College Governance Statement of Principles, Scheme of Delegation and Terms of Reference

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1 College Governance Statement of Principles, Scheme of Delegation and Terms of Reference 1. Principles: 1.1 Background This document sets out the principles underpinning the College Corporation s work. College governance concerns the work and responsibilities of the Corporation and its immediate relationships with College senior managers, with auditors, inspectors and regulators, and with the College s stakeholders, who include students, staff, employers, government agencies and the local community. The College s Corporation seeks to uphold the highest standards of openness and accountability. The Corporation sets the framework of policies and strategies within which the College s managers operate and then monitor these operations or delegates monitoring functions to a Committee, as appropriate. For their period of office, Governors hold the College in trust on behalf of the local community, ensuring that it serves the needs of the community effectively and that the College remains in good shape to meet the needs of future generations of students. 1.2 Consultation The Corporation agreed, in February 2015, to change the governance structures, to reduce the number of committees and to carry out the majority of work full Corporation level, so that all governors are familiar with all governance matters and time could be spent on key strategic discussions, whilst ensuring agility in being able to address opportunities that may arise. Consultation with staff and students took place during June One response was received, which was supportive of the proposed changes. 1.3 Corporation Structure The new structure is based on the principle of having more Corporation meetings during the year, which will be focused on agreed key themes. This will provide opportunities to discuss key issues in depth and enable governors to hold management to account through robust challenge. Significantly important matters will be included on all agendas, to ensure prominence and close scrutiny throughout the year. In 2014/15 the key issue for the college is: teaching, learning and assessment and this will be on the agenda at every meeting, under the Principal s Briefing to ensure it is given utmost prominence in governance business. 1.3 Strategic Planning The strategic planning process begins in January each year, at the Governors Development Day, with an initial review of the Mission, Vision and Values and discussion about sector changes and market intelligence, which then informs the future direction. This discussion is also informed by the College SAR (completed in December) and the College Quality Improvement Plan. Thereafter, the strategic direction is considered at a Corporation meeting in the Spring term, with discussion and agreement of the strategic direction. The overarching direction approved then provides the framework for the development of sub-strategies that are presented to, and approved by, governors during the summer term. In July the Strategic Plan and Financial Plan are approved, which underpin the annual priorities, budget and EMT targets for the subsequent year. 1.4 Corporation Business The indicative Cycle of Business is set for the year. The underpinning principle is to allow governors to discuss, in detail, strategic and key issues, whilst ensuring mechanisms are in place

2 to ensure scrutiny and monitoring of college performance and functions. Three committees are being maintained to ensure continued scrutiny, challenge and control for key issues: Audit Committee will scrutinise and monitor risk, controls and compliance. Reports will be submitted to the Corporation, as appropriate; Remuneration Committee [rationale for membership to be reviewed] will monitor and review senior post holder and senior management structures, terms and conditions and performance; Search and Governance Committee will monitor and scrutinise membership, skills and performance of the governing body. The Corporation has the authority to establish committees for any purpose or function other than those assigned in these Articles to the Principal or Clerk and may delegate powers to such committees; the Chair or, in the Chair s absence, the Vice-Chair(s); or the Principal. (Article 4) The number of members of a committee and the terms on which they are to hold and to vacate office, shall be decided by the Corporation. Committees will have clear terms of reference. The Corporation may not delegate to committees any matters listed in Article Expert Project Groups: The Corporation can appoint governors to Expert Project Groups, which are activity-based. The Group will be formed by Corporation approval and will include governor member(s). There will be a clear terms of reference and timeframe for the Group. A final report will be submitted to the Corporation. Notes will be kept of each Group meeting and submitted to Corporation for information. A template is provided at appendix 2. This must be completed and submitted to Corporation for a group to be set up. Groups should not be set up without the approval of the Corporation. Where appropriate external advisers will be invited to join expert project groups. Tendering Group (section 9 Financial Regulations) a Group will be established to manage contracts, as set out in Financial Regulations. Core membership is defined as the Principal, Assistant Principal Finance, Facilities and IT and the Chair of Governors (or delegated member). Another member of EMT or other staff or experts may join the group, dependant on the tender being undertaken. 3. Projects and Bids Since the introduction of flexibilities and freedoms there have been new opportunities in the FE sector. Part of the rationale for changing the governance structure is to ensure that the opportunities can be grasped and new projects and bids can be explored efficiently and effectively in the best interests of the college. To underpin this, clarity has been sought regarding the process for approving and reporting new projects and bids. The Financial Regulations have been updated to require business plans/due diligence for such projects, with all those over 100,000 being reported to the Corporation. Financial Regulation 3.3: New ventures are defined as any substantial arrangement entered into for business purposes, whether for extending the College's provision or of a commercial nature. Before proceeding with new ventures or projects, thorough business planning and due diligence will be undertaken. All new ventures or projects (capital or revenue) over 5,000 must be approved by EMT and reported to Corporation Any project (both capital and revenue which is either over 100,000 or which could expose the College to financial or other risk shall be reported to the Corporation termly. New Projects and Bids of this nature will be reported as part of the Principal s Briefing and this will be a standing item.

3 4. Areas of Special Interest CURRICULUM AND QUALITY Quality Assurance (SG1, SG2) Teaching and Learning (SG1, SG2) Outcomes (SG1, SG2) STAKEHOLDER ENGAGEMENT Learner Voice (SG1, SG2) Employer Engagement (SG3, SG4) HE and Professional (SG3, SG5) LA, Community and Voluntary Region (SG3, SG4) International and Partnerships (SG4) FINANCE, RESOURCES AND CONTROLS Finance and Funding (SG6) Audit and Strategic Risk (SG6) Staffing, Development and Appraisal (SG2, SG5) Property, IT and Capital Projects (SG5) The following should be considered to be part of the area of special interest, as these themes run throughout the college: Safeguarding Equality and diversity Health and safety Complaints and feedback Risk Marketing and reputation. Role Description for Governors with Special Interest: Governors must not get involved in the day to day management of the areas for which they have a special interest. The role is to lead with strategic projects or matters and to gain a better understanding so that challenge and enquiry at Corporation can be robust and informed. The role could include: Chair of relevant Task and Finish Group Be involved in strategic developments at an early stage Review KPIs and other performance data, as appropriate Engage with EMT member, Senior Director to understand the area: strengths and weaknesses Engage with stakeholders Be involved at Corporation when matters are discussed with regard to the area, input to reports etc. Act as ambassador for the Corporation and College, as appropriate.

4 Scheme of Delegation and Terms of Reference for Committees 1. Responsibilities of the Corporation 1.1 The Corporation sets the strategic and operational framework within which the Principal will manage the College. The Corporation will monitor performance and compliance and hold the Executive Management Team to account to achieve the College s Strategic Plan. 1.2 The responsibilities of the Corporation are set out in the Articles of Government. Article 3 states that the Corporation shall be responsible for: The determination and periodic review of the educational character and mission of the institution and for the oversight of its activities. Publishing arrangements for obtaining the views of staff and students on the determination and periodic review of the educational character and mission of the institution and the oversight of its activities. The approval of the institution s quality strategy. The effective and efficient use of resources, the solvency of the institution and the Corporation and for safeguarding their assets. The approval of annual estimates of income and expenditure. The appointment, grading, suspension, dismissal and determination of the pay and conditions of services of senior post holders and the clerk. Setting a framework of pay and conditions for all other staff. 1.3 Article 9 states that the Corporation shall not delegate the following: The determination of the educational character and mission of the institution. The responsibility for ensuring the solvency of the institution and the Corporation and for safeguarding their assets. The approval of annual estimates of income and expenditure. The appointment or dismissal of the Principal or a senior post holder. The appointment or dismissal of the Clerk. The modification or revocation of the Articles. 2. Delegations The Corporation has delegated the following responsibilities to the Principal and to its Committees, as set out in their Terms of Reference. 2.1 Remuneration Committee Consider, review and determine at least annually, the remuneration, related benefits and other terms and conditions of the Principal and other designated senior post holders. Consider, review and determine, at least annually the remuneration, related benefits and other terms and conditions of the Clerk to the Corporation including for any other employment role, which the Clerk may also fulfil at the College. The determination as to whether pre-established performance goals and objectives for the Principal and other senior post-holders and the Clerk have been achieved at the end of the relevant period. 2.2 Audit Committee The Audit Committee is required by the Audit Code of Practice not to have any executive authority. 2.3 Search and Governance Committee The Search and Governance Committee currently has an advisory role and the Corporation cannot appoint business, co opted or community governors without the advice of the Search and Governance Committee.

5 2.4 Principal Subject to compliance with the Tuition Fee Policy approved by the Corporation, the determination of tuition fees and other fees, subject normally to an annual review. The power to hear appeals against dismissal by staff other than senior post holders (NB In accordance with the Instrument and Articles, the Principal has the authority to delegate the power to dismiss staff to another senior post holder.) 2.5 Chair & Vice Chair The Chair and Vice Chair can exercise any specific authority delegated by the Corporation. Exceptionally, the Chair has delegated authority to act on any issue which is both urgent and important which would normally be dealt with by the Corporation, where action cannot wait until the next scheduled meeting of the Corporation and where it is not possible to convene a quorate special meeting of the Corporation. In exercising this authority, the Chair should consult with the Vice Chair, the Principal and the Clerk and such other members of the Corporation that are available at that time. Any decisions or actions

6 Terms of Reference for the AUDIT COMMITTEE 1 Membership 1.1 The Committee shall be appointed by the Corporation and consist of:- Three Corporation members, excluding the Chair of the Corporation and the Principal. Two external members, with relevant Financial and/or Audit experience. The Committee must include at least one person (whether a member of the Corporation or not) with relevant Financial or Audit experience. 1.2 A quorum shall be two Corporation members. 1.3 A quorum shall be two Corporation members. 2 Attendance at Meetings 2.1 The Principal, the Vice Principal Resources and Planning, Assistant Principal Finance, IT and Facilities, the Director of Risk, Control and Compliance and /or other officers of the College responsible for the College s internal control, risk management, control and governance processes and a representative of the Internal Audit Service (IAS) and Financial Statements Auditors (where appropriate) shall normally attend meetings at the invitation of the Committee. The Committee shall have the power to invite such other persons to attend meetings as may be desirable and necessary. 2.2 Other Corporation members shall have a right of attendance. 2.3 The Committee may, when it is satisfied that it is appropriate, meet with its Auditors without the Principal, the Assistant Principal Finance, IT and Facilities, or other officers or Staff or Student governors in attendance. 2.4 The Committee has the authority to co-opt external members with relevant financial and auditing experience. The Committee must be clearly seen to be independent of the College executive management. 2.5 The Clerk to the Corporation shall be Clerk to the Committee. 3 Frequency of Meetings 3.1 Meetings shall be held not less than three times a year. The Internal or Financial Statements Auditors may request a meeting if they consider that one is necessary, by liaising with the Clerk to the Corporation. 4 Authority 4.1 The Committee is authorised by the Corporation to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any Corporation member, any Committee of the Corporation, any employee of the College, the Internal Auditor, Financial Statements Auditor, from subcontractors and other third parties. All parties are directed to co-operate with any request made by the Committee. 4.2 The Committee is authorised by the Corporation to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with the relevant experience and expertise if it considers this necessary. 4 Responsibilities The responsibilities of the Committee shall be:- i. to advise the Corporation on the adequacy and effectiveness of the College s internal control systems and its arrangements for risk management, control and governance processes, and securing economy, efficiency and effectiveness (value for money). ii. to advise the Corporation on the appointment, remuneration, re-appointment or dismissal of the Internal Audit Service (IAS) and the Financial Statements Auditor (FSA), and their terms of engagement. iii. to advise the Corporation on the scope and objectives of the work of the Internal Audit

7 Service (IAS), the Financial Statements Auditor (FSA) and the Funding auditor (where appointed) iv. to consider and advise the Corporation on Internal Audit assignment reports and annual reports and on control issues included in the management letters of the Financial Statements Auditor, (including their work on regulatory audit) and the Funding Auditor (where appropriate) and management s responses to these v. to monitor, within an agreed timescale, the implementation of agreed recommendations relating to internal audit assignment reports, internal audit annual reports, the Funding auditor s management letter (where appropriate) and spot-check reports (where appropriate) and the management letters of the Financial Statements Auditor vi. to establish, in conjunction with College management, relevant annual performance measures and indicators and to monitor the effectiveness of the Internal Audit Service (IAS) and Financial Statements Auditor (FSA) through these measures and decide, based on this review, whether a competition for the price and quality of the Audit Services are appropriate vii. to consider and advise the Corporation on the audit strategy and annual internal audit plans for the IAS viii. to produce an annual report for the Corporation and Accounting Officer, which includes the Committee s advice on the effectiveness of the College s risk management, control and governance processes. The report should incorporate any significant matters arising from the work of the IAS, the Funding Auditors (where appropriate) and the Financial Statements auditors ix. to ensure effective co-ordination between the IAS, the Financial Statements auditor and Funding Auditor (where appropriate) including whether the work of the Funding auditor (where appointed) should be relied upon for internal audit purposes x. to be informed of all additional services undertaken by the IAS, the Financial Statements Auditors and the Funding auditors (where appointed) xi. xii. xiii. xiv. xv. xvi. xvii. xviii. xix. to recommend the Annual Financial Statement to the Corporation for approval to receive and advise the Corporation on any relevant reports from the National Audit Office, Skills Funding Agency, HEFCE or other appropriate body, and where appropriate, the management s response to these to consider and, if appropriate, investigate, or commission investigations into, any complaints relating to alleged fraud, bribery or other financial irregularity or malpractice at the College in accordance with the College s procedures and ensure that all allegations of fraud, bribery and irregularity are properly followed up to consider, receive reports and, if appropriate, commission investigations into concerns raised in accordance with the Corporation s approved Public Interest Disclosure (Whistleblowing) Policy, and ensure that all allegations of fraud, bribery and irregularity are properly followed up to seek to ensure that the IAS is adequately resourced and has appropriate standing within the Corporation to provide advice on such internal control systems, risk management, control and governance processes, as the Corporation may request from time to time as part of the College s risk management framework, to advise the Corporation on health and safety, disaster management, business continuity, data protection and insurance arrangements and bring any matters of concern to the attention of the Corporation. Keep under periodic review policies and plans in respect of these and receive monitoring reports, at least annually. to consider and recommend to the Corporation the College s Annual Risk Management Report. review how governance operates, making recommendations to Corporation to improve processes, as appropriate. 6 Reporting procedures 6.1 The Clerk to the Committee shall circulate minutes of the meetings of the Committee to the Corporation. 6.2 The Committee shall provide a written report of its work to the Corporation and the Accounting Officer, annually or more frequently, if necessary.

8 Terms of Reference for the REMUNERATION COMMITTEE 1. Membership and Committee Arrangements The Committee shall comprise at least three and up to five Corporation members as follows: Chair and/or Vice Chair of the Corporation Chair of the Finance and Estates Committee; Chair of Audit Committee; and Chair of Curriculum and Quality Committee [rationale for membership to be reviewed]. Where the Chair of a Committee has a conflict of interest, the Vice-Chair of the Committee will act as a member of the Remuneration Committee or a member of the Committee will be nominated, as appropriate. A quorum shall be two members. The Committee has the authority to co-opt external members with relevant experience and expertise. The Chair of the Committee shall be the Chair of the Corporation. 2. Attendance at Meetings The Principal shall normally be invited to attend meetings of the Committee to give advice except where his/her remuneration package or performance is being reviewed or determined. The Committee may invite other senior post holders to attend meetings when necessary. Other Corporation Members shall also have a right of attendance save that the Committee may exclude staff and student members. The Clerk to the Corporation shall be Clerk to the Committee. 3. Frequency of Meetings Meetings shall be held at least once per year, usually during the Autumn term. 4. Responsibilities The responsibilities of the Committee shall be to: i) Consider, review and determine, at least annually, the remuneration, related benefits and other terms and conditions of the Principal and other designated senior post holders. ii) Consider, review and determine, at least annually, the remuneration, related benefits and other terms and conditions of the Clerk to the Corporation including for any other employment role which the Clerk also fulfils at the College. iii) Consider and recommend to the Corporation for approval performance targets and objectives for the Principal and other designated senior post holders. iv) The Committee shall evaluate annually the specific remuneration packages of the Principal, other senior post holders and the Clerk against: pre-established performance goals and objectives and; an appropriate peer group. For that purpose the Committee will review and assess performance target goals and objectives established before the commencement of the relevant period and determine whether such goals and objectives have been achieved at the end of the relevant period. v) The Committee shall advise the Corporation on the outcome of any negotiations and financial settlements reached in the event of the early termination of the employment of the Principal or any other senior post holder and the Clerk in accordance with the Framework and Procedure for Terminating Contracts of Employment by Agreement approved by the Corporation. 5. Reporting procedures The Clerk to the Committee shall circulate minutes of the meetings of the Committee to the Corporation, which shall be received in confidential session.

9 Terms of Reference for the SEARCH AND GOVERNANCE COMMITTEE 1. Membership and Committee Arrangements The Committee shall comprise at least three Corporation members, including the Chair and/or Vice Chair and the Principal and two external members. A quorum shall be three members. The Members and Chair of the Committee shall be appointed by the Corporation on an annual basis and may be reviewed by the Corporation from time to time. 2. Attendance at Meetings The Committee shall have the power to invite such persons to attend meetings it considers desirable and necessary. The Clerk to the Corporation shall be Clerk to the Committee. 3. Frequency of Meetings Meetings shall be held at least once a year. 4. Responsibilities The responsibilities of the Committee shall be:- i. To advise the Corporation on the appointment of business and public members, with due regard to any performance indicators approved by the Corporation for the filling of vacancies. ii. To evaluate the contribution made by existing members, before proposing their re-appointment, in accordance with the approved Policy Statement for the Appointment of Governors. iii. To monitor, review and advise the Corporation on its composition and membership and that of the Corporation s committees. iv. To advise the Corporation on the appointment of future Corporation Chairs and Vice-Chairs, as appropriate. v. To periodically consider the findings of a skills audit undertaken to establish the range of skills and experience of members of the Corporation and to determine any criteria for particular vacancies. vi. To periodically review the Role Description, Person Specification, Responsibilities of the Corporation and Skills, Knowledge and Experience Matrix for Members of the Corporation. vii. To periodically review the Policy Statement on the Appointment of Governors and recommend any changes to the Corporation for approval. viii. Monitor and review the attendance of governors and make recommendations to the Corporation on a performance indicator for attendance. ix. Keep under review the guidance on Criminal Record Bureau checks for governors and advise the Corporation on whether such a check should be included in the governor appointment process, including an assessment of risk. x. To consider and inform Corporation of good governance practices to promote improvement in governance processes. xi. To review, develop and recommend to the Corporation all governance policies and procedures. xii. To review amendments to the Instrument and Articles of Governments, before referring them to the Corporation for ratification. 5. Reporting procedures The Clerk to the Committee shall circulate minutes of the meetings of the Committee to the Corporation. Reaffirmed Corporation Reaffirmed Corporation