1 Corporate Governance Framework for the Single Source Regulations Office (SSRO) Version 0.2
2 Corporate Governance Framework for the Single Source Regulations Office 1 Contents Foreword 2 Part 1 Statutory framework, aims and functions 3 Part 2 Board roles and responsibilities 5 4. The role of the Chair 6 5. The role of members 7 6. The Chief Executive 8 7. Committees 9 8. The Audit Committee 9 9. Complaints Review of the Board s effectiveness Ministerial directions The SSRO as an employer 11 Part 3 Planning, budget and control Corporate plan and business plan Internal audit The Annual Report and Accounts 13 Part 4 The SSRO s business and delegated powers Table of Delegations 14 Appendix 1 Standing Orders 18 Appendix 2 The Nolan principles 25
3 2 Single Source Regulations Office Foreword Good corporate governance is fundamental to any effective organisation, and the corporate governance arrangements of the Single Source Regulations Office (SSRO) are critical in helping us to achieve our principle statutory duties. This document sets out the responsibilities and procedures that we use to make sure we govern our organisation to a high standard. It lays down the key responsibilities of the Board of the SSRO; the conduct expected of its members and staff; the Board s powers of delegation; and proceedings of the Board. It reflects the principles set out in Corporate governance in central government departments: code of good practice, published in The SSRO reviews its governance arrangements regularly to ensure that they remain fit for purpose, and continue to reflect its duties, functions and values. This Framework will be reviewed annually to ensure that it continues to reflect best practice. It is published on the SSRO s website as part of our commitment to openness and accountability. Jeremy Newman Chair December 2015
4 Corporate Governance Framework for the Single Source Regulations Office 3 Part 1 Statutory framework, aims and functions 1. The SSRO is an Executive Non-Departmental Public Body, constituted under the Defence Reform Act 2014 (the Act). It is sponsored by the Secretary of State for Defence, and the respective roles of the Ministry of Defence (the Department) and the SSRO are described in the Framework Document agreed between the two organisations. 2. The aims of the SSRO, as laid down in the Act, are to ensure: that good value for money is obtained in government expenditure on qualifying defence contracts; and that persons who are parties to qualifying defence contracts are paid a fair and reasonable price under those contracts. 3. The SSRO s functions are to: keep Part 2 of the Act and the Single Source Contract Regulations under review and recommend changes to the Secretary of State; make an assessment each year of the Baseline Profit Rate, the SSRO funding adjustment and the capital servicing rates and make a recommendation to the Secretary of State on whether the rates and the adjustment should be changed; publish statutory guidance on allowable costs; publish statutory guidance on steps for determining the contract profit rate; publish statutory guidance on the preparation of reports, including the Defined Pricing Structure; publish reporting templates that meet the requirements of statutory guidance; record contracts; review compliance with reporting requirements; give opinions and make determinations; act as the appeal body for civil penalties and other determinations; publish statutory guidance on the determination of penalty amounts to be used by the Department in issuing Penalty Notices; and provide analysis, including comparative benchmarks. 4. The Act states that the SSRO may do anything which is calculated to facilitate the carrying out of its functions or which is incidental to or conducive to the carrying out of those functions subject to 14(2) which states the SSRO may not borrow money, other than temporarily by way of overdraft up to a limit approved by the Secretary of State.
5 4 Single Source Regulations Office 5. The SSRO demonstrates its accountability for performing these functions by: laying its Annual Report and Accounts before Parliament and publishing the document on its website; being appropriately transparent about its business, its finance and its governance; the external audit of its accounts by the National Audit Office, and internal audit operating to public sector internal audit standards (PSIAS); triennial review by the Public Bodies Reform Team in the Cabinet Office; providing the Department with information regularly that will enable it to satisfactorily monitor its performance; and publishing a clear complaints process.
6 Corporate Governance Framework for the Single Source Regulations Office 5 Part 2 Board roles and responsibilities 6. The SSRO Board comprises: the Chair; at least two other non-executive members (the intention is to appoint five); the Chief Executive (who is also Accounting Officer); the Director of Corporate Resources (Chief Operating Officer); and other executive members appointed by the non-executive members of the Board. The number of executive members must be less than the number of non-executive members. 7. The Board is responsible for: the discharge of the SSRO s functions; providing strategic leadership, direction, support and guidance, and overseeing the development and implementation of strategies, plans and priorities for the SSRO; overseeing the development and review of the SSRO s aims and corporate objectives; allocating within the SSRO the budget that has been agreed by the Department, ensuring that the SSRO uses resources efficiently and achieves value for money; monitoring the SSRO s performance and work, and ensuring that it receives and reviews regular financial and performance information concerning the management of the SSRO; is informed in a timely manner about any concerns about the activities of the SSRO; and provides positive assurance to the MOD that appropriate action has been taken on such concerns; observing high standards of corporate governance at all times, including by using the independent Audit Committee to help the Board to address key financial and other risks; putting in place effective arrangements to provide assurance on risk management, governance and internal control; ensuring that the SSRO operates within its statutory remit and the limits of its statutory authority and any delegated authority agreed with the Department, and in accordance with any other conditions relating to the use of public funds; satisfying itself that plans are in place for orderly succession for appointments to the Board so as to maintain an appropriate balance of skills and expertise and ensure progressive refreshing of the Board;
7 6 Single Source Regulations Office ensuring that the Department is kept informed of any changes that are likely to impact on the strategic direction of the SSRO; the attainability of its targets; any concerns about the activities of the SSRO; and determining the steps needed to deal with such changes; and ensuring that, in reaching decisions, the Board takes into account legislation and guidance issued by the Department. 8. The specific functions and decisions that are reserved to the Board are set out in Section 3 of this document. 9. The Act states that, except in the discharge of certain statutory functions, the Board may set its own procedures. Meetings of the Board will be held in accordance with the Standing Orders (appendix 1). The role of the Chair 10. The Chair has responsibility for leading the Board and ensuring its overall effectiveness. The Chair will be ultimately accountable for the decisions taken by the Board in carrying out its functions. 11. The main components of the Chair s role are: Leadership to lead on the implementation of the SSRO s Corporate Plan and corporate objectives and the formulation of the Board s strategy. External Communications to lead in the SSRO s key relationships with government Ministers, other senior politicians and advisers, single source defence suppliers, industry stakeholders, chairs of public bodies and other organisations and the media. The Chair will represent the views of the Board to the general public. Corporate Governance to encourage high standards of propriety and promote the efficient and effective use of staff and other resources throughout the SSRO. The Chair will ensure that there is a code of practice for Board members in place consistent with the Cabinet Office model code. Board effectiveness to preside at Board meetings, and ensure that these are held at regular intervals throughout the year and are accurately minuted. Recognising that it is best practice to review the Board s effectiveness, the Chair will consider the best timing for an annual review. Board membership to ensure that all members are able to be involved fully in the work of the Board, assess the performance of individual members on an annual basis, ensure the responsible minister is advised of SSRO needs when Board vacancies arise and ensure that all members are fully briefed on the terms of their appointment and on their rights, duties and responsibilities. The Chair will ensure that the Board has a balance of skills appropriate to directing the SSRO business, and that Board members receive appropriate training. Assurance to the Department - to ensure that the Board, in reaching decisions, complies with the provisions of the Act, and takes proper account of the policy and resource objectives and guidance of the Department and Ministers. Management of the Chief Executive to act as a sounding board for the Chief Executive, agree his or her objectives and undertake appraisals, following consultation with other nonexecutive Board members.
8 Corporate Governance Framework for the Single Source Regulations Office Communications between the Board and the Department will normally be through the Chair, except where the Board has agreed that an individual member should act on its behalf. Nevertheless, an individual member has the right of access to Ministers on any matter that he or she believes raises important issues relating to his or her duties as a member of the Board. In such cases the agreement of the rest of the Board should normally be sought. The role of members 13. Non-executive members are appointed by the Secretary of State for Defence, following the Office of the Commissioner for Public Appointments Code. Executive members are appointed by the non-executive members, although a person may not be appointed as an executive member without the consent of the Secretary of State. This structure is designed to ensure that executive members are supported and constructively challenged in their role and to support the ongoing impartiality of the Board. 14. Non-executive members are appointed for a period of not less than three years and not more than six years. A person who ceases to be a non-executive member is eligible for reappointment, with the possibility of reappointment up to a total service limit of ten years. 15. Non-executive members act collectively through the Board and its committees: they do not have individual executive authority, although the Board may delegate a function to a Board member as set out in paragraph 29 below. 16. Individual members should at all times comply with the principles and be aware of their responsibilities described in the code put in place for SSRO members and the Code of Conduct for Board Members of Public Bodies issued by the Cabinet Office in June They should act in good faith and in the best interests of the SSRO and should follow the Seven Principles of Public of Life set out by the Committee on Standards in Public Life (the Nolan Principles ). Those principles are set out in Appendix Members must not use information gained in the course of their public service for personal gain or political profit, nor seek to use the opportunity of public service to promote their own, or other parties, private interests. They should not disclose information or documents obtained through their position as member without speaking first to the Chief Executive. This should not prevent members who hold other public offices from referring to the work of the SSRO in the course of their other public work. 18. All members should ensure that they are familiar with the SSRO s rules and practices on declarations, and avoidance of conflicts of interests. The SSRO will have rules and procedures in place for managing conflicts of interest. This will include a current and publicly available Register of Interest for Board members and senior staff. Details of the SSRO s rules on gifts and hospitality are at Standing Order 12 and in the SSRO s gits and hospitality policy. 19. In accordance with Schedule 4 of the Act, the Secretary of State may suspend a person from office as a non-executive member if it appears to the Secretary of State that there are or may be grounds to remove the person on account of incapacity; misconduct (which may include breach of a term or condition of the member s appointment); or failure to carry out his or her duties. 20. Although any legal proceedings initiated by a third party are more likely to be brought against the
9 8 Single Source Regulations Office SSRO, in exceptional cases, proceedings (civil or criminal) may be brought against the Chair, or other individual members. For example a member may be liable if he or she makes a fraudulent or negligent statement, which results in loss to a third party. A member who misuses information gained by virtue of his or her position may be liable for breach of confidence, or may commit a criminal offence under insider dealing legislation. 21. However, an individual member who acts honestly and in good faith should not normally incur any civil liability in an individual capacity, unless he or she has acted recklessly. The SSRO indemnifies members who have acted honestly and in good faith against any action taken or threatened against them (see Standing Order 13). The Chair and Chief Executive will ensure that legal advice is provided to any members who want further clarification of their statutory position. The Chief Executive 22. The Chief Executive of the SSRO will be the Accounting Officer, and as such is responsible for safeguarding the public funds for which he or she has charge; for ensuring propriety and regularity in the handling of those public funds; and for the day-to-day operations and management of the SSRO. In addition, he or she should ensure that the SSRO as a whole is run on the basis of the standards, in terms of governance, decision-making and financial management, that are set out in Managing Public Money. 23. The Chief Executive has executive responsibility to the Board for the work of the SSRO and for its staff. He or she ensures that the Chair and Board have timely, accurate and clear information, as required, to carry out their responsibilities. Responsibilities to the Board include: advising the Board on the discharge of the SSRO s responsibilities; advising the Board on the SSRO s performance compared with its aims and objectives; ensuring that financial considerations are taken fully into account by the Board at all stages in reaching and executing its decisions, and that financial appraisal techniques are followed; and taking action as set out in Managing Public Money if the Board, or its Chair, is contemplating a course of action involving a transaction which the Chief Executive considers would infringe the requirements of propriety or regularity or does not represent prudent or economical administration, efficiency or effectiveness, is of questionable feasibility, or is unethical. 24. The Board delegates to the Chief Executive authority for the day-today management of the SSRO, with responsibility for the overall organisation, management and staffing and for its procedures in financial and other matters, including conduct and discipline. Where a matter is not specifically reserved to the Board, the Chief Executive has authority to act. In addition, the Board authorises the Chief Executive to appoint another appropriate SSRO staff member to act on his or her behalf. The SSRO s Delegated Powers are set out in Part The Chief Executive s accountabilities include: signing the accounts, ensuring that proper records are kept relating to the accounts, and that the accounts are properly prepared and presented in accordance with any directions issued by the Secretary of State;
10 Corporate Governance Framework for the Single Source Regulations Office 9 signing a Statement of Accounting Officer s responsibilities, for inclusion in the Annual Report and Accounts; signing a Governance Statement regarding the system of internal control, for inclusion in the Annual Report and Accounts; ensuring that effective procedures for handling complaints about the SSRO are established and made widely known within the SSRO; overseeing compliance with the Freedom of Information Act and Environmental Information Regulations; acting in accordance with the terms of this document, the Framework Document between the SSRO and MOD, Managing Public Money and other instructions and guidance issued from time to time by the Department, the Treasury and the Cabinet Office; and giving evidence, normally with the Accounting Officer of the Department, if summoned before the Public Accounts Committee on the SSRO s stewardship of public funds. 26. The Chief Executive appoints and leads the Executive Committee, whose structure is agreed by the Board. The Executive Committee is responsible for the day-to-day management of the SSRO. Committees 27. The Act states that the Board may appoint committees and determine their procedure. A committee may include persons who are not members or employees of the SSRO. 28. Committees exercise functions delegated to them, provide more detailed consideration of specific work areas and advise the Board accordingly, and promote more effective communication between the SSRO and particular stakeholders. Members of committees will be appointed by the Chair. 29. The Board may delegate any of its functions to the Chair, another Board member, a committee or a sub-committee. As set out in the Act, several of the SSRO s functions, listed in Schedule 4, Section 10(3), will be exercised by a committee consisting of three persons appointed by the Chair or any other member who has been authorised (generally or specifically) for that purpose. At least one of the members of such a committee must be a person who is not a member or employee of the SSRO. The SSRO has appointed a Referrals Committee for this purpose. Its terms of reference state that standing members can nominate an alternate for meetings. 30. A determination by the Referrals Committee is to be made on the basis of a majority of the committee, and is final. The validity of any act of the SSRO is not affected by any vacancy among the members, or by any defect in the appointment of a member. 31. The SSRO may pay remuneration and allowances to any person who is a member of a committee, but is not an employee of the SSRO, whether or not that person is a nonexecutive member of the SSRO. The Audit Committee 32. The SSRO will have an Audit Committee, comprising no fewer than two non-executive members, which will meet at least four times each year. 33. The Committee s quorum will be two non-executive members. The Committee will be chaired by a nonexecutive member.
11 10 Single Source Regulations Office 34. The Audit Committee provides scrutiny, oversight and assurance of risk management, internal control and governance procedures to the Chief Executive, as Accounting Officer, and to the Board, including: the production of the SSRO s Annual Report and Accounts, recommending them to the Board for approval; the SSRO s financial and accounting policies, practices and processes, including IT; the SSRO s internal control systems including policies for addressing fraud and arrangements for internal audit; in particular to appoint the internal auditors, approve their work plan and review their reports and the responses of management; the implementation of recommendations from internal and external audit reports; the arrangements for controlling and reporting SSRO expenditure; the SSRO s assessment and management of risk, including failure to comply with laws and regulation; the results of the external audit by NAO, including its management letter and the response by management; reporting annually to the Board on the Committee s views of the governance of the SSRO and on the Committee s own effectiveness; reviewing and recommending any necessary changes to the Prime and detailed Financial Policies at least once a year; approving any significant changes to insurance cover that increase risk to the SSRO; and to approve any changes to the SSRO s internal audit arrangements. 35. The Audit Committee will present the minutes of its meetings to the Board as soon as possible after each meeting. The Audit Committee will make recommendations to the Board as it considers appropriate. 36. The Accounting Officer will attend Audit Committee meetings in his or her capacity as Chief Executive. Other executive members can be appointed to the Audit Committee Complaints 37. The Board approves, publishes and maintains a Complaints Procedure. 38. The Chief Executive reports annually to the Board about the nature and number of complaints and about the SSRO s handling of complaints. 39. The Chair is responsible for responses to complaints against members. 40. In the event of a complaint against the Chair personally, the Chair of the Audit Committee shall consider whether there is a sufficiently serious prima facie case, and if so, shall send it to the Permanent Secretary at the Department for consideration. Review of the Board s effectiveness 41. Each calendar year, the Chair will provide for a formal review of the Board s effectiveness, and with independent input at least once every three years. 42. A review would include consideration of the Board as a whole, the operation of any committees and advisory groups and the contributions of individual members. 43. A review would also take account of the Audit Committee s annual report.
12 Corporate Governance Framework for the Single Source Regulations Office 11 Ministerial directions 44. Following NAO guidance, the process for dealing with a Ministerial direction is delegated to the Chief Executive, as the SSRO s Accounting Officer, and involves the Accounting Officer: seeking a written direction from the relevant Minister when instructed by the Minister to take a course of action that the Accounting Officer believes to be contrary to the responsibilities and accountabilities set out in chapter 3 of HM Treasury s Managing Public Money; not accepting a Departmental Board minute as an alternative to a formal written direction; forwarding a copy of all Ministerial directions to the Comptroller and Auditor General, who will normally draw the matter to the attention of the Public Accounts Committee; reporting a direction to the Chair at the first opportunity; reporting all directions to the Board at the next appropriate meeting; and 46. The SSRO will seek to set an example of best practice as an employer and is committed to offering all staff equality of opportunity. It will ensure that its employment practices are designed to promote diversity and to treat all individuals equally. The SSRO will seek to create an inclusive culture in which diversity is fully valued. Appointment and advancement will be based on merit. 47. All staff will be made aware of the Corporate Plan and objectives, and all relevant internal management and control systems relating to their field of work. 48. The staff of the SSRO will work to the highest personal and professional standards. They will promote the values of the SSRO and of good governance through their conduct and behaviour. The SSRO s code of conduct for staff will be based on the Cabinet Office s Model Code for Staff of Executive Non-Departmental Public Bodies and the Seven Principles of Public of Life set out by the Committee on Standards in Public Life (the Nolan Principles ). ensuring that all Ministerial directions that are subject to public disclosure under the Freedom of Information Act 2001 are disclosed in the governance statement for the period in which the direction was granted. The SSRO as an employer 45. The SSRO has responsibility for the recruitment, retention and motivation of its staff, who will be appointed on such terms and conditions as the SSRO may determine, within the Treasury s controls. The SSRO will ensure that it employs suitably qualified staff who will discharge their responsibilities in accordance with the high standards expected of those employed by the SSRO.
13 12 Single Source Regulations Office Part 3 Planning, budget and control Corporate plan and business plan 49. The Board oversees and approves the publication of a Corporate Plan, prepared by the Chief Executive, which will set out the strategic direction of the SSRO for a three year period. The Board reviews and revises the Corporate Plan annually, in particular the targets, in order to monitor SSRO s performance. 50. The SSRO will consult the Department and other interested parties on the issues to be addressed in the Corporate Plan. At the end of each financial year, the SSRO will submit to the Department a draft of the Corporate Plan. 51. The Corporate Plan shall reflect the SSRO s statutory duties and, within those duties, the priorities set from time to time by the responsible Minister. It will include: key objectives and associated key performance targets for the forward years, and the strategy for achieving those objectives; key non-financial performance targets; a review of performance in the preceding financial year, together with comparable outturns for the previous 3 years, and an estimate of performance in the current year; alternative scenarios and an assessment of the risk factors that may significantly affect the execution of the plan but that cannot be accurately forecast; and other matters as agreed between the Department and the SSRO. 52. The first year of the Corporate Plan shall form the business plan. The business plan shall be updated to include key targets and milestones for the year immediately ahead and shall be linked to budgeting information so that resources allocated to achieve specific objectives can readily be identified by the department. Subject to any commercial considerations, the corporate and business plans should be published by the SSRO on its website and separately be made available to staff. Internal audit 53. The SSRO will take steps to ensure that an effective internal audit function is established as part of the systems of internal control. This will take the shape of an Internal Audit service and operate to Public Sector Internal Audit Standards (PSIAS). 54. The internal audit plan will be approved by the Chief Executive (as Accounting Officer) on the advice of the Audit Committee. Internal audit will carry out a review and evaluation of the SSRO s risk management, control and governance based on these audit plans.
14 Corporate Governance Framework for the Single Source Regulations Office Internal audit will produce an annual report that provides an opinion on the adequacy of risk management, governance and control arrangements. This report forms one of the primary sources of evidence that supports the governance statement in the Annual Report and Accounts. The annual audit report will be shared with the Department, as will an annual report on fraud and theft suffered by the SSRO and any unusual or major incidents as soon as possible. The Annual Report and Accounts 56. The SSRO publishes an Annual Report and Accounts, which will comply with the Treasury s Financial reporting Manual (FreM). It will be published as soon as possible after the end of each financial year. In addition the SSRO shall provide the Department with its finalised audited accounts at a time agreed each year following its commencement. 57. The Annual Report and Accounts will be prepared by the Chief Executive and considered by the Audit Committee and approved by the Board. It will be signed by the Chief Executive, as Accounting Officer. Its content will: outline the SSRO s main activities and performance during the previous financial year; provide information on performance against key financial targets within the scope of the audit, included in the notes to the accounts; include an estimate of how much of an adjustment to the profit rate the SSRO recommended in the previous financial year to the Secretary of State to apply, so as to recover 50 per cent of the SSRO running costs, and signal any difference between this amount and a figure that represents 50 per cent of its actual running costs; separate out any costs incurred in the ad hoc analysis required by the Secretary of State, as industry will not be expected to contribute to these costs; and report on any requests from industry for the SSRO to perform ad hoc analysis on its behalf (only where this does not compromise confidentiality commitments to other suppliers). If this is undertaken it will be clearly detached and funded by a separate agreement. 58. Within the Annual Report and Accounts, the Chief Executive will: sign a Statement of Accounting Officer s responsibilities; and sign a Governance Statement regarding the system of internal control. External audit and value for money examinations 59. The SSRO must appoint the Comptroller and Auditor General (C&AG) as its external auditor. The C&AG will audit the SSRO Annual Report and Accounts, and the Secretary of State will lay them before Parliament, together with his report. 60. The Chief Executive will consider the audit completion report from the National Audit Office and agree an action plan to address any issues raised. The Audit Committee will have oversight of this process. 61. In addition to auditing the Annual Report and Accounts, the National Audit Office has the right to carry out value for money examinations into aspects of any activities as appropriate.
15 14 Single Source Regulations Office Part 4 The SSRO s business and delegated powers 62. Part 4 describes the roles and powers reserved for the Board in relation to the activities and statutory functions of the SSRO and those delegated to the Chief Executive referred to as the SSRO s delegated powers. The Board may choose to delegate to the Chief Executive specific matters that would otherwise be reserved to the Board under Part The Board has delegated to the Chief Executive all responsibility for the day-to-day management of the SSRO. Where a matter is not specifically reserved to the Board, the Chief Executive has authority to act. In addition, the Board authorises the Chief Executive to appoint another appropriate SSRO staff member to act on his or her behalf. References in these arrangements to the Chief Executive include any person to whom the Chief Executive has delegated his or her authority. Table of Delegations 1. Subject 2. Reserved to the Board 3. Delegated to/ responsibility of the Chief Executive Corporate Governance Annual Report and Accounts Consideration and approval of the Corporate Governance Framework. Consideration and approval of the Framework Document. Approval of the Annual Report and Accounts. Review of the Corporate Governance Framework and making recommendations to the Board. The Chief Executive can delegate authority to other SSRO staff and will prepare and maintain a comprehensive scheme of delegation for the organisation. Preparation of the Annual Report and Accounts for Audit Committee consideration and Board approval.
16 Corporate Governance Framework for the Single Source Regulations Office Subject 2. Reserved to the Board 3. Delegated to/ responsibility of the Chief Executive Corporate Plan and objectives Corporate performance management Consideration and approval of the SSRO s Corporate Plan and objectives. Approval of performance management arrangements and consideration of regular monitoring reports. Preparation of the Corporate Plan and objectives, for approval by the Board. To keep the Board informed of any significant variance from the Corporate Plan and of progress in achieving objectives. To report significant successes or failures and internal issues of significance including senior appointments, structural changes and accommodation changes. Financial plan Approval of a financial plan. Preparation of a financial plan. Finance policies and procedures Budget Approval of the SSRO s Financial Framework. Approval, review and recommendation of any necessary changes to the Prime and Detailed Financial Policies at least once a year. Review of the annual budget. Variations to the approved budget where the variation would have a significant impact on the overall approved levels of income and expenditure. Oversight to ensure the SSRO uses resources efficiently and achieves value for money. Preparation and review of the Financial Framework. Preparation and review of the Financial Policies and Procedures. Responsible for the review of expenditure and the annual budget. Variations to the approved budget where the variation would not have a significant impact on the overall approved levels of income and expenditure. Risk Management Approval of the SSRO s risk management arrangements; and consideration of reports of the Audit Committee. The Audit Committee will have responsibility for the independent review of the risk management system. Management of the SSRO s risk management arrangements.
17 16 Single Source Regulations Office 1. Subject 2. Reserved to the Board 3. Delegated to/ responsibility of the Chief Executive Human Resources Audit issues Board administration Appointment of the Chief Executive and decisions relating to the Chief Executive s contract terms and remuneration, subject to agreement with the Secretary of State. Approval of the structure of the Executive Committee. Approval of significant changes to overall staff terms and conditions of employment. Scrutiny of Audit Committee s annual report and consideration of any other issues raised by the Audit Committee (through the chair of the Audit Committee) to the Board. Audit Committee will scrutinise internal and external audit plans, scope and coverage; audit reports and recommendations; and coordination between internal auditors and the National Audit Office. The cycle of Board meetings, the composition of Board agendas and approval of minutes of Board meetings. Appointment and all aspects of management of staff. The structure of the Executive Committee, subject to Board approval. Appointments at Executive Committee level and decisions on remuneration. All appointments and other HR issues below the level of the Executive Committee. Under guidance from the Chair, ensuring necessary resources and facilities are available to enable members to develop and maintain knowledge necessary to enable them to discharge their duties. Management and approval of internal and external audit plans, scope and coverage, on advice of the Audit Committee. Ensure appropriate response to audit recommendations. Ensure the Board can function properly through a Board Secretariat. To make recommendations for the cycle of Board meetings, and for the composition of agendas for meetings. To prepare draft minutes and maintain efficient overall arrangements for the administration of the SSRO.
18 Corporate Governance Framework for the Single Source Regulations Office Subject 2. Reserved to the Board 3. Delegated to/ responsibility of the Chief Executive Litigation Publications Communication Issues Statutory functions Approval of decisions concerning litigation in respect of matters that are of public, political, financial or reputational significance. Approval of a programme of proposed significant publications, and regular review of that programme. Approval of the publication of significant analysis reports including: Defence Benchmarking; Supplier Portfolio Analysis; and any ad hoc analysis as required by the Secretary of State (SofS). Approval of communication plans in respect of matters that are of public, political or reputational significance. The Board to delegate clearance of press releases and public statements to the Chair and Chief Executive. Proposing to the SofS what the baseline profit rate, capital servicing rates and SSRO profit rate adjustment should be. Keeping Part 2 of the Defence Reform Act 2014 and the Single Source Contract Regulations 2014 under review and advising the SofS on recommended changes to the Act and regulations. Approving statutory guidance on allowable costs and penalty amounts. Determinations or on matters set out in the regulatory framework upon referral by a Department official or industry designated person. Answering any questions which the SofS or industry puts to it. Informing the Board about litigation or potential litigation where there is a real prospect that it will be of public, political, financial or reputational significance. Identify significant reports and regularly discuss the full programme of reports and other publications with the Chair. Responsibility for carrying out work relating to publications in accordance with the Board s initial approval. The Chief Executive and the Chair to liaise on the signoff of all press releases and public statements. Preparation of advice and documents relating to the SSRO s statutory functions, for approval of the Board.
19 18 Single Source Regulations Office Appendix 1 Standing Orders 1 Introduction 1.1 Under paragraph 10(1) of Schedule 4 of the Defence Reform Act 2014, the SSRO is required to determine its own procedures. 1.2 Standing Orders, together with Delegated Powers and Financial Policies, provide a procedural framework within which the SSRO discharges its business. They deal with the business of the SSRO, procedure at meetings of the Board and any committees or panels, delegation of powers, declaration of interests and standards of conduct. 1.3 The Delegated Powers and Financial Policies have effect as if incorporated into the Standing Orders. Members and staff should be aware of the existence of these documents and, where necessary, be familiar with their detailed provisions. 2 Place of Business 2.1 The principal place of business of the SSRO is Finlaison House, Furnival Street, London EC4A 1AB. 3 Meetings of the Board Calling meetings 3.1 The Board will hold ordinary meetings on such dates and at such times and places as it determines. 3.2 An extraordinary meeting may be called at any time by the Chair, or by at least three members (either executive or non-executive) lodging with the Chair or the Chief Executive a written request for such a meeting, stating the business to be transacted. Except as provided by SO 3.7 below, no business will be transacted at such a meeting other than that specified in the meeting notice. Notice of meetings 3.3 Normally at least four clear working days before any ordinary or extraordinary meeting of the Board, each member will be sent a written notice of the time and place of such meeting and an agenda of the business to be transacted. (A working day excludes Saturday, Sunday, Bank Holidays and any other days when the SSRO offices are closed). 3.4 Notice of meetings will be sent to each member s home or address. notification is considered to be a written notice. 3.5 The accidental omission to give notice to, or the non-receipt of notice by, any Board member will not invalidate the proceedings of the meeting. However, failure to serve such a notice on more than five members will invalidate the meeting.
20 Corporate Governance Framework for the Single Source Regulations Office 19 Business to be transacted 3.6 The Chair draws up the meeting agendas, in consultation with the Board and the Chief Executive. 3.7 No business other than that specified in the meeting notice will be transacted at a meeting unless the business is of an urgent nature, or is required by statute to be transacted and at least two-thirds of the Board members present decide that the business shall be transacted. 3.8 A member wishing a matter to be included on an agenda should send a request in writing to the Chair at least 10 clear days before a meeting. Requests made less than 10 days before a meeting may be considered for inclusion at the Chair s discretion. 3.9 Declarations of interest will be a standing item on every agenda. Quorum 3.10 At any meeting of the Board, the quorum will be three non-executive members present: attendance can also be by telephone. The responsible officer will record the circumstances of any or all members attending a meeting by telephone If a member has been disqualified from participating in a discussion or resolution to be taken because of declaration of a conflict of interest (see SO 11.1 below), he/ she shall no longer count towards the quorum. If a quorum is then not available for the discussion or resolution to be taken about any matter, that matter may not be subject to a decision. The responsible officer shall record this situation in the minutes of the meeting. Record of attendance Chairing of meetings 3.13 The Chair presides at all Board meetings. In the absence of the Chair, a member chosen by the members present, or by a majority of them, will preside The Chair determines the detailed procedure for the conduct of business at meetings of the Board and the Chair s decision on questions of order will be observed at the meeting, subject to the provisions of Standing Orders. Voting 3.15 Unless these Standing Orders provide otherwise, any question arising before the Board or Committee will be determined by a majority of the members present, if the Chair of the Board or relevant Committee considers there to be a difference of opinion among members. A member absent at the time of the vote may not vote by proxy. In the event of an equality of votes, the Chair of the Board, or if the vote takes place during a Committee meeting the relevant Committee Chair, will have a second or casting vote The procedure for voting will be a matter for the Board Chair, or if arising during a Committee meeting, the relevant Committee Chair, subject to any decision of a majority to the contrary, including: the form that voting shall take, whether by a show of hands, or by some other means; and any question whether or not to record the voting in the minutes to show how each member present voted or abstained Board members may ask for their dissenting views on any matters to be recorded in the minutes The responsible officer shall record the names of all members present at a meeting of the Board in the minutes of the meeting.
21 20 Single Source Regulations Office Adjournment 3.18 Any meeting of the Board may be adjourned at the discretion of the Chair. Reasonable notice will be given, where practicable, of the date and time of the reconvening of the adjourned meeting, if the Board considers it necessary. Otherwise the Chair will decide which agenda items will be carried forward to the next ordinary Board meeting. Minutes 3.19 Minutes of each Board meeting will be drawn up by a member of staff designated by the Chief Executive. They will be submitted to the Chair for agreement or amendment at the following meeting of the Board. There will be no discussion of the minutes except on their accuracy, or on matters arising from them Minutes will be circulated and published as directed by the Board. 4 Delegation of Powers 4.1 The SSRO has approved delegated powers, (see Section 4), specifying those matters that are reserved to the Board for decision, and those matters that may be delegated to the Chief Executive. The Chief Executive may, in turn, delegate any matter within his/her authority to another SSRO member of staff. Any person to whom a matter is delegated by the Chief Executive, or under arrangements approved by her, will carry the authority of the SSRO in respect of the matter so delegated. 4.2 The Board will review and approve the delegated powers, as part of the Corporate Governance Framework, annually. 5 Urgent or Non-Contentious Business 5.1 Urgent business is deemed to be any matter requiring a Board decision before the date of an ordinary, or extraordinary, Board meeting. In such cases, the Chief Executive should take all practicable steps to consult with the Chair and as many other members as the Chief Executive considers appropriate (and, if at all possible, no fewer than five members). The Chief Executive should seek members views as to: the urgency of the matter requiring decision; the possibility of holding a Board meeting to consider it; and the action to be taken. 5.2 The Chief Executive should decide, in the light of members views, what action to take; should notify as many members as practicable, (and in any event no fewer than five), of the proposed action; and should allow as much time as he/ she considers reasonable in the circumstances for members to comment on the proposals. The Chief Executive should then act as he/she considers appropriate. 5.3 The exercise of such powers will be included in the Chief Executive s report to the next meeting of the Board, which will consider whether further action is required. 5.4 If, in the opinion of the Chair and the Chief Executive, any matter requiring a decision of the Board is unlikely to be contentious, the Chief Executive may give notice of a proposed resolution, together with any necessary explanation and information, to all members of the Board in writing. 5.5 A resolution under SO 5.4 shall be valid and effective without a meeting of the Board provided that, by the end of the sixth working day following the day on which notice was sent, no member who would be entitled to attend and vote on the matter at a meeting has indicated disagreement.
22 Corporate Governance Framework for the Single Source Regulations Office In the event of such disagreement, the matter shall be referred to the next meeting of the Board for decision. 5.7 Such a resolution will be reported to the next meeting of the Board as having been made on the last day of the period referred to in SO Committees 6.1 The Board may establish standing or ad hoc committees or advisory groups, and the Chair may establish advisory groups, consisting of such numbers and for such purposes as the Board, or the Chair, may determine. 6.2 The provisions of these Standing Orders shall apply where relevant to the operation of all committees, unless these Standing Orders specify otherwise. They shall not apply to advisory groups. 7 Membership of committees and advisory groups 7.1 The appointment of committee and advisory group members is a matter for the Chair, and is effective following the approval of the Board (except where an advisory group is established by the Chair). 7.2 SSRO staff members may be appointed as ex-officio members of committees. In addition, and subject to the approval of the Board, a committee may co-opt such other person or persons, including staff, as it deems necessary for the proper execution of its duties. All such appointments will be reported to the Board for ratification. A person who is not a member of the Board may participate in discussion and advise, but may not take part in any decision on the exercise of any SSRO functions unless the Board so determines, and unless the members form a majority of those present. 7.3 Dates and venues of ordinary committee meetings will be set in advance and circulated as directed by the committee chair. Such meetings shall be known as ordinary meetings. An extraordinary committee meeting may be called at any time by the chair of the committee in accordance with SO 3, as if the references there to the Chair were to the chair of the committee, and the references to the Board were to the committee. Details of all business to be transacted at committee meetings shall be sent to any Board member who has specifically requested them. Any member can attend, as an observer, any committee meeting of which he/she is not a member. Quorum 7.4 Unless a quorum is specifically set down in this Framework for a committee, the quorum of members who must be present in person, or by telephone, at any meeting of a committee will be half the voting membership of that committee (rounded up in the case of odd numbers of members). The Board may set a higher quorum for individual committees. Reporting 7.5 The chair of the committee shall report the minutes of committee meetings to the next appropriate meeting of the Board and relevant committee. 8 Declaration of Interests 8.1 Board members are required to declare any interests that are relevant and material to the SSRO and which they might reasonably be expected to know about. All members should declare such interests on appointment, as soon as they arise, or as soon as they become aware of them. Declarations of interest will be a standing item on all committee agendas. 8.2 Interests that should be regarded as relevant and material are circumstances in which there is a
23 22 Single Source Regulations Office real possibility or perception of bias, including those in which a Board member or his/her close family or any nominee of his/hers: is a paid employee, partner, director or proprietor of a company or other body with which the SSRO has, is entering into or is proposing to enter into a contract, or which falls under the SSRO s statutory functions; is a trustee or on the Management Committee, or other controlling body, of a nonprofit making organisation with which the SSRO has significant dealings; has a controlling interest or has shares or securities in a company or organisation with which the SSRO or Department has, is entering into or proposing to enter into a contract; and/or has a direct interest in any land or property that is used by the SSRO. 8.3 Certain disclosures must be published in the annual accounts. These are disclosures relating to members and staff who are in a position of influence resulting from being elected to, receiving remuneration from, or being appointed to any organisation: where there are specific statutory responsibilities to cooperate; that is a central government department; and/or that is a provider or receiver of significant services to, or from, the SSRO. 8.4 In the case of persons living together as a family, the interest of one shall, if known to the other, be deemed for the purpose of these Standing Orders to be also an interest of the other. 9 Exemptions 9.1 SO 8 above does not apply to membership of, or employment under, any public body, unless such membership gives rise to a real possibility of bias. 10 Register of interests 10.1 A general notice given in writing to the Chief Executive by a member to the effect that he/she or his/her spouse or nominee has a relevant and material interest as defined in SO 8 above shall, unless and until the notice be withdrawn, be deemed to be a sufficient disclosure of his/her interest in any contract, proposed contract or other matter that may be the subject of consideration after the date of the notice Particulars of any disclosure made under the foregoing provisions shall be recorded. This register will include details of all relevant and material interests as defined in SO 8 above. These details will be updated annually and any changes to interests declared during the previous twelve months will be included in the register, which will be published on the SSRO s website. 11 Procedure at meetings 11.1 If any member has a direct or indirect interest (as defined in SO 8 above) in any contract, proposed contract or other matter and is present at a meeting of the Board or a committee at which the contract or other matter is the subject of consideration, he/she shall, at the meeting and as soon as possible after its commencement, disclose the fact. The member will not take part in the consideration or discussion of the contract or other matter or vote on any question with respect to it unless, exceptionally, the Board considers the interest to be of a nature which brings no risk of a real or perceived conflict
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