CORPORATE GOVERNANCE ROLE OF THE BOARD OF GOVERNORS

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1 CORPORATE GOVERNANCE The Board is a corporate body. This means it is a body composed of a number of individuals who are empowered to act as a single person with a separate identity from that of its individual members. The implications of corporate status for the individual Member are:- Decisions are taken collectively at formally convened meetings and are binding on its members; No individual Member (unless specifically authorised), may act or speak on behalf of the Board; Accountability for the Board s decisions and their consequences is collective, not individual. ROLE OF THE BOARD OF GOVERNORS Gloucestershire College became a Further Education Corporation on April It has an autonomous Board of Governors with powers and duties determined by the Further and Higher Education Act This autonomy is not complete and the Board of Governors has specific duties and exceptions placed upon it by the SFA and additionally the Secretary of State for Education. The Education Act 2011 amended the power of the Further and Higher Education Act 1992 regarding supplementary powers. Colleges no longer need Secretary of State consent to borrow, Skills Funding Agency consent to run a publicly funded College through a company. Minimum requirement FE College Instrument and Articles were established. The minimum requirements for FE college Instruments and Articles within Schedule 4 of the Education Act 2011 are: 4 Instrument must provide for: a) The number of members of the corporation b) The eligibility of persons for membership c) The members to include staff and students at the institution d) The appointment of members 5 Instrument must make provision about the procedures of the body and the institution in particular specify how the body may resolve for its dissolution and the transfer of its property, rights and liabilities 6 Instrument must make provision 6.1) for there to be: a) a chief executive of the institution, and b) a clerk to the body 6.2) About the respective responsibilities of the body, the chief executive and the clerk

2 6.3.b) The responsibilities of the body must include the determination and periodic review of the educational character and mission of the institution and the oversight of its activities, the effective and efficient use of resources, the solvency of the institution and the body and the safeguarding of their assets 7 Instrument must require the body to publish arrangements for obtaining the views of staff and students on the matters for which the body are responsible under 6.3.b 8 Instrument must permit the body to change their name with the approval of the Sec of State 9 Instrument must specify how the body may modify or replace the instrument and articles 10 Instrument must prohibit the body from making changes to the instrument or articles that would result in the body ceasing to be a charity 11 Instrument must provide for a) a copy of the instrument to be given free of charge to every member of the body b) a copy of the instrument to be given free of charge, or at a charge not exceeding the cost of copying, to anyone else who requests it, and c) a copy of it to be available for inspection at the institution on request, during normal office hours, to every member of staff of, and student at, the institution 12 Instrument must provide for the authentication of the application of the seal of the body The Board of Governors is charged with delivering effective governance to enable Gloucestershire College to cope with change in a businesslike manner Responsibilities The legal role and statutory responsibilities are laid out in the Articles of Government, (determined by the Further and Higher Education Act 1992). Main responsibilities are: Determine review and oversee the educational character, the quality of the College and its services to the local community Ensure that the College remains financially solvent, safeguards its assets and meets the requirements of the Instruments and Articles of Government. The Articles of Government describe the responsibilities of the Governing Body and the Principal and issues relating to staff and students, whilst the Instrument of Government explains the arrangements that are required for meetings of the Governing Body and its Committees Approve the annual estimates of income and expenditure produced by the Principal and Chief Executive Approve the Quality Strategy Agree the appointment and pay and conditions of the Principal and other senior postholders and the Clerk to the Governing Body and to oversee any suspensions or dismissals of these postholders

3 Set the framework for the pay and conditions of service of all other staff Monitor its own performance to ensure that the Governing Body operates to the highest standards. Additionally, the Board and individual Governors must understand all other relevant legislation as it affects the running of a Further Education College, notably: Employment legislation; including the effects of staff transferred from former local authorities, and the need to establish fair employment policies Property legislation; the Board owns or leases the land and property upon which it operates and must therefore have in place a strategy for the effective management of such a resource. Charity/tax legislation; the College is a charity and the requirements which reflect this status must be adhered to. THE ROLE OF THE INDIVIDUAL BOARD MEMBER Although Members may be appointed for their expertise, it is important that each individual recognises that his/her decision-making authority can only be exercised collectively. Attendance (i) The Board expects all Members to attend at least 75% of all committees / meetings to which an individual has agreed to serve. (ii) A record of attendance will be maintained by the Clerk and a report produced annually for Members. (iii) If a Member has been absent from meetings for longer than 6 consecutive months, (without the agreement of the Board), the Board may by notice in writing remove that Member from office (iv) Should a Member be unable to attend, the Member is responsible for advising the Clerk at the earliest opportunity. Should the meeting fall below its quorum, the Clerk shall reconvene as soon as possible thereafter. In order to discharge his or her duties effectively, an individual should allow enough time to adequately prepare for the meetings. All papers should be issued seven days in advance of any scheduled meeting. Members should be willing to lend support to Gloucestershire College through regular involvement in College activities, beyond Board matters. Members must adhere to the code of conduct adopted by the Board. Members must complete the Register of Members Interests at the point of joining the Board and agree to update that record whenever any significant change occurs and/or annually as requested by the Clerk. Should an agenda item represent a conflict of interest for a Member it is his or her responsibility to alert this fact to the Clerk, preferably prior to the meeting and at the least prior to discussion commencing, (see Section 6, Standing Orders).

4 All resolutions taken by the Board shall be on the basis of majority voting and unless expressly barred from voting, eg: student representative aged under 18 on financial matters, individual Members are encouraged to take a full part in all debates and decision-making. Should an individual Member believe that there is a risk to the proper conduct of the Board, he/she has a duty to act to protect him/herself and the organisation. In such circumstances he/she should: seek advice from the Clerk to the Board ensure that a clear minute exists recording their dissent to the decision take legal/professional advice (possibly via the Clerk) Ineligibility. An individual Board Member will be ineligible or disqualified from holding office as a Member if: (i) adjudged bankrupt or having made a composition or arrangement with his creditors; (ii) he/she has been convicted of any offence and had passed on him/her a sentence of imprisonment, (suspended or not), for a period of not less than 3 months without the option of a fine; (iii) also see attendance, above. It is the responsibility of the individual Member to alert the Clerk to any such matters. Members are expected to attend development sessions as appropriate. Allowances. Members of the Board may claim reimbursement of travel/subsistence in line with Gloucestershire College staff policy by application to the Clerk for attendance at meetings attendance at training events attendance at regional/national seminars attendance at events where members have been asked to represent or promote the College carer s allowance (please see Standing Orders for carer s allowance) Liabilities The key practical steps are - being aware of the limitations on the powers of the Board; being aware of the duties and responsibilities of members of the Board; ensuring that sufficient information is available to members of the Board; ensuring that all personal interests are declared and recorded in a register; ensuring that the Board takes professional advice wherever appropriate; ensuring that meetings are fully and properly minuted, in particular, making any dissenting views known and ensuring that they are minuted; taking appropriate advice at an early stage where things appear to be going wrong.

5 Merely voting against a course of action will not necessarily absolve a member of liability. Similarly, resigning, or threatening to resign, may not be enough.

6 JOB DESCRIPTION BOARD OF GOVERNORS CHAIR 1 Purpose - To chair meetings of the Board of Governors, to maintain order and facilitate discussion. - To act as a contact point/communication channel for the LSC and successor bodies and the Government on matters affecting governance. - To act as spokesperson for the Board of Governors if required. - To be responsible for approving draft minutes which are publicly available after such approval has been given. 2 Term of Office 2.1 Two years 2.2 Eligible for re-appointment, the number of terms, each of two years would not normally be more than five. 3 Considerations for Appointment The consideration for appointment would include some governing body experience with a guideline of normally at least two years. The individual would need to be able and willing to give sufficient time to reflect the responsibility and workload (Staff, Students and the Principal are not eligible). 4 Committee Membership The Chair is a member of the following committees: - Senior Staff Employment Committee - Governance Review and Search Committee. The Chair may also be a member of a number of other committees reflecting his background experience, but the above list details the Board of Governors chair s membership in their terms of reference. The Chair is debarred through the Instruments and Articles from being a member of the Audit Committee. 5 Responsibilities and Duties of the Chair A Strategic To ensure that the governing board fulfils its duties in: - articulating the vision of the board - maintaining and developing the ethos of the college - setting corporate objectives - assessing the performance of the principal - establishing high standards of integrity - monitoring the financial health of the college - assessing its own performance self-critically - to ensure the efficient conduct of the business of Board meetings, following established procedures. - to develop effective working relationships with the Clerk and Principal to promote and enhance the good governance of the College. B Operational 5.1 Chairing of a Committee the Chair of any committee is obliged to manage debate on items of a contentious issue; this may be done by the use of fixed time limits and the need of the use of summaries by the parties expressing a difference

7 of opinion. 5.2 Length of meetings the Chair of a committee should indicate the projected length of a meeting at commencement in order that individual time restraints can be managed. 5.3 Clerking of arrangements if the Clerk is unable to attend a meeting or is required to leave the meeting due to potential conflict / confidentiality, the Chair is responsible for ensuring that adequate arrangements are made for minuting. 5.4 Chair s Action this may be taken solely by the Chair of the Board of Governors / Chair of the Committees only in exceptional circumstances. Any action taken by the Chair must be ratified by the relevant committee or special meeting of the Board of Governors where necessary. Use of the Urgent Decision process is required. 5.5 Correspondence may act on behalf of the board between meetings on matters delegated by it or on routine matters such as the signing of documents, or in response to approaches from external organisations on issues which do not require approval by the board. 5.6 Special Meeting - shall call, agree the agenda for, and preside at meetings of the governing board 5.7 Responsible for instigating disciplinary action against holders of posts designated as senior postholders in line with college procedures. 6 Relationship with Principal The chair will promote a constructive and supportive working relationship with the Principal, to assist him or her in achieving agreed objectives while maintaining a professional relationship at all times. Both post holders shall meet regularly for consultation and communication, and in particular for the following purposes: - briefing of the Chair by the Principal on matters of interest and importance - updating on key events and progress since the previous meeting - informal exploration of differences of opinion as they arise - agenda setting, in consultation with the clerk - early warning of problems which may arise for the college - the opportunity for informal discussions relating to working practice - shall ensure the annual appraisal of the Principal is undertaken and ensure that the Principal has access to appropriate opportunities for development and training - offer both general and specific support to the Principal where strategic, major or contentious issues are involved. 7 Relationship with Clerk The chair will promote a constructive and supportive working relationship with the Clerk to promote the effective operation of the Board: - shall undertake the annual appraisal of the clerk to the governors and report the outcomes to the board - ensure the efficient conduct of the business of Board meetings, following established procedure. VERSION 2 (APPROVED BY GRS FEBRUARY 2010)

8 RESPONSIBILITIES OF THE BOARD OF GOVERNORS AND THE PRINCIPAL A good working relationship between the Principal and the Board, including the Chair, is essential to achieve the Board s goals. A vital first step is to ensure that all parties have a full understanding of the roles and responsibilities of the Board and the Principal, and the Principal and the Chair of the Board. The Articles of Government, see Appendix, detail those responsibilities as follows: RESPONSIBILITIES OF THE BOARD OF GOVERNORS ARTICLE 3(1) Duties of the Board Members. See RESPONSIBILITIES OF THE PRINCIPAL ARTICLE 3(2) (a) (b) (c) (d) (e) (f) for making proposals to the Board about the educational character and mission of the institution, and for implementing the decisions of the Board. For the organisation, direction and management of the institution and leadership of the staff. For the appointment, assignment, grading, appraisal, suspension, dismissal and determination within the framework set by the Board, of the pay and conditions of service of staff, other than the holders of Senior posts. For the determination, after consultation with the Academic Board, of the institution s academic activities, and for the determination of its other activities. For preparing annual estimates of income and expenditure for consideration and approval by the Board and for the management of budget and resources, within the estimates approved by the Board. For the maintenance of student discipline and, within the rules and procedures provided for within these Articles, for the suspension of expulsion of students on disciplinary grounds and for implementing decisions to expel students for academic reasons. The aspects of the Principal s relationship to the Board are: As an employee of the Board, personally accountable to it for the proper discharge of his/her responsibilities as Chief Executive and for implementing decisions of the Board. As the Board s professional adviser. As Accounting Officer for the College. As a member of the Board with full voting rights (unless he/she chooses not to be a member. RESPONSIBILITIES OF THE CLERK The Clerk is appointed by the Board of Governors and is responsible for ensuring that all the activities of the Governing Body are conducted in a professional manner, following the procedures agreed by them. The Clerk has a particular responsibility to ensure that Governors operate within the powers granted to the Governing Body. In this respect the Clerk has an advisory role.