Procedures Regarding The Conduct Of Meetings

Transcription

1 Procedures Regarding The Conduct Of Meetings 1 This document must be read in conjunction with the Memorandum & Articles of Association (the Governing Document) as adopted by the Trust from time to time. Articles 2 & 5 of the Governing Document also concerns proceedings at meetings. The rules concerning the conduct of Trustees and in particular the restrictions on being involved in discussion and decision on matters in which they have an interest are set out in the document Code of Conduct for Trustees. Matters which are specifically reserved for the Board of are set out in the document Matters Reserved for the Board. 2 Unless otherwise specified, these instructions apply to all meetings of the Trust including Committee meetings, sub Committee meetings, working party meetings and the like. 3 The Board of Trustees shall approve the Terms of Reference of all Committees. No other Committee, working group or similar body shall be established without the approval of the Board of Trustees. The review of Terms of Reference for and by each Committee will take place annually. Any changes must be approved by the Board before implementation. 4 The Governing Document deals with the procedure for the appointment of the Nominated and Elected Trustees. Each and every change to such appointment shall be recorded at the first Board meeting subsequent to the change taking place and notified to the members of the Trust in the next General meeting. 5 The Board and each Committee shall nominate a Chairman and a Deputy Chairman to preside in the absence of the Chairman. These appointments shall normally be made annually in October. The following procedure shall apply to the appointment of the Chairman and Deputy Chairman of the Board only. Nominations shall be made in writing and signed by the proposer and nominee. They must be received no later than 10 days before the meeting and accompanied by a short biography stating the reason for the nomination by the nominee. They will be circulated at least 5 days before the meeting. At the meeting at which the appointment of the Chair shall be made the Chief Executive shall take the Chair until the appointment has been made. Each Trustee (whether present or not) shall have one vote. Unless otherwise agreed at the meeting, voting shall be by secret ballot. If there is a tie either for Chairman or Deputy then a second secret ballot within the same meeting will take place with those present. If the second ballot results in a tie then a further secret ballot with those present will be held until a majority verdict on the appointee is reached.

2 The procedure for the appointment of the Chairman and Deputy Chairman of any Committee is by show of hands. This procedure continues until a majority verdict is reached and if the Committee fail to reach a majority verdict then the appointment shall be referred back to the Board. 6 The Chairman and Deputy shall normally hold office until the following October when further election(s) take place. Neither the Chair nor Deputy of the Board or any Committee can hold this office for a period exceeding three consecutive years. 7. The co-opted Trustees shall be appointed for a period of four years. The procedure for the appointment of the co-opted Trustees shall be as determined by the Trustees in a Board meeting no later than five months prior to when the appointment is scheduled. 8 A schedule of Board and Committee meeting dates for the forthcoming calendar year shall be issued in the preceding November. So as to allow Trustees and Officers to make a full contribution to meetings, in setting the dates and times for all meetings due consideration must be given to work life balance. 9 The Agenda for each meeting of the Board of Trustees shall be determined by the Chairman in consultation with the Chief Executive. The Agenda (together with all supporting papers) shall be circulated to Trustees and non-executive members at least five days before the meeting. 10 With regard to all Committee meetings, the Agenda shall be determined by the Chairman in consultation with the Officer servicing the meeting. The Agenda and all supporting papers shall be issued at least five days before the meeting is due to take place. Papers may be circulated electronically unless the quantity is large. 11 Any Trustee or Officer can request the inclusion of any item of business on the Agenda for any forthcoming meeting. Such requests shall be made to the Chairman or the Officer servicing the meeting and normally at least 5 days before the forthcoming meeting but in any event before the Agenda is despatched. If the Trustee has permission to include the item on the Agenda then the Trustee may be permitted to give a brief oral report. It is however always preferable that a written report be given, subject to the restrictions set out herein. 12 If an urgent or substantial matter arises between Board meetings, and if the next Board meeting of the Trustees is not imminent then the Chairman shall, if appropriate, instruct the Chief Executive to convene a meeting of all Trustees which all Trustees present in Stratford at the time must make all reasonable efforts to attend. Alternatively and in place of a meeting, the Chairman shall instruct the Chief Executive to use the Written Resolution Procedure as set out herein. 13 The quorum for each Committee is as set down in that Committee s approved Terms of Reference but shall be at least 1/3 of Committee Trustee members (rounded up to nearest whole number) provided always that each Committee has a minimum of three Trustees and, where the membership is three Trustees, then the quorum for that Committee must be set at three Trustees. The only exception to this rule is the Audit Committee for which the quorum is two Trustees and one non-executive member. Trustees who are not members of a Committee but nonetheless attend a Committee meeting do not count in the quorum. Those Trustees declaring an interest in the business put before the

3 meeting are also excluded from the quorum for that part of the meeting only. If the quorum as determined from time to time for any meeting is not present within 15 minutes of the start time for the meeting or if at any time during any meeting the meeting becomes inquorate then the meeting shall be adjourned until an appropriate time, to be determined at the meeting. The Trustees may appoint reserves to attend Committees when required. 14 In the absence of both the Chairman and Deputy Chairman from any meeting of Trustees then the Trustees present shall elect from themselves a person to take the Chair for the duration of that meeting. 15 Where Trustees are asked to vote on a matter put before them via a Written Resolution in place of a meeting, an Executive Summary of the matters set out in the resolution must accompany it. Where this facility is used then all Trustees who can be contacted including those not present in the United Kingdom at that time must vote on the resolution. The resolution will be transmitted electronically to those Trustees with facilities and posted to those who do not have this facility. Trustees are requested to notify the Chief Executive forthwith of their decision regarding the resolution. For the avoidance of doubt the resolution will only be passed if all Trustees voting agree to it. 16 For Committee meetings only, the draft minutes shall be circulated together with the Agenda for the next meeting at which the minutes will be approved once the Officer and Chairman of the meeting have agreed their contents. The recording of proceedings at meetings shall be undertaken by the Officer servicing the Committee. In the event of a difference in interpretation of events and decisions as set out in the draft minutes which cannot be resolved between the Officer and the Chairman, then the interpretation of both the Chairman and the Officer shall be put before the Committee for clarification at their next meeting (this shall not prevent a non contentious decision being implemented once set out in the draft minutes). Trustees shall raise any matters that have been omitted or incorrectly recorded in the draft minutes during the meeting and if that Trustee is not able to attend the meeting in person, then he/she shall raise their comments in writing with the Chairman in advance of the meeting so that their comments can be discussed at the meeting. Once the minutes have been approved, then except in the event of manifest error they shall be deemed conclusive. 17 Except in the event of manifest error, the decisions taken at all meetings of Trustees and all approved Written Resolutions are the decisions of the Trust. If a Trustee has strong reservations concerning the decision taken then it is the duty of the Trustee in the first instance to express those reservations during the meeting. If, subsequent to the decision being taken, either the Trustee or Officer still believes that there is a legal, constitutional or other significant reason why the decision taken was incorrect he/she should inform the Chairman of the Board of Trustees in writing of a reason why he/she disagrees with the decision taken and in any event as far as is reasonably practicable before any action is taken on the decision. The Chairman will then promptly inform the other Trustees of the reasons why concern has been expressed and Trustees will be consulted on the most appropriate way to resolve the issue and in the best interests of the Trust as a whole. Notwithstanding this, decisions taken at all meetings of Trustees are collective decisions and are decisions binding upon the Trustees and members. Trustees have a duty to stand by decisions of the Trust, even if they personally disagree with the decision or did not vote on the matter.

4 18 The order of business at all meetings of the Trustees shall be as follows: 1. Apologies for absence 2. Declaration of interests 3. Approval of the minutes of the previous meeting and any amendments thereto 4. Matters arising 5. The business of the meeting as set out in the Agenda. 6. Any other business 7. Date of next meeting 19 Copies of all minutes, agendas, calendar of meeting dates, supporting papers and Executive Summaries for each Committee shall be maintained by the Officer servicing the Committee. If any Trustee wishes to receive a copy of these documents then these can be requested from the Officer servicing the Committee. 20 Trustees must read all papers circulated to them with the Agenda prior to any meeting so as to be familiar with the contents therein. If the pack includes any lengthy or highly detailed papers then the author of the paper is required to submit an Executive Summary to accompany the paper. 21 The tabling of papers/items at meetings will only take place in urgent and exceptional circumstances, and at the discretion of the Chairman and only with the consent of all Trustees present at the meeting. The Chairman will call a halt to the proceedings to allow for the reading of such papers. If it is decided that the matter to be discussed is so significant and there is insufficient time to deal with the matter at the meeting, the Officer will be instructed to convene a subsequent meeting to consider the matter more fully before discussion commences. 22 In the normal course of events all Trustee meetings will be of no longer than three hours duration. If the business of the meeting is not concluded within three hours then the meeting will either be adjourned or shall continue, whichever is agreed by those present at the meeting. 23 Trustees must inform the Office Manager of any change in their contact details that may occur from time to time so as to ensure that they receive all Papers in good time. 24 Trustees are also required to inform the Office Manager of any changes to their Interests (as defined in the Code of Conduct for Trustees) that may arise from time to time to ensure that the Register of Directors Interests is kept up to date. 25 All meetings of Trustees are private meetings. All discussion and decisions made at meetings of the Trust, all Minutes, Papers and Executive or other Reports received from the Trust are confidential and cannot be disclosed to the public until such times as the matter can be disclosed either expressly or by implication, for example by instructions to Officers/agents to action the decision. Trustees must ensure that all such documents in their possession, custody or power whether in electronic or paper form are kept secure and safe from unauthorised access at all times.

5 26 The Chair must ensure that all meetings are at all times conducted in an orderly effective and efficient manner. He/she must ensure that all Trustees have sufficient time to speak or otherwise contribute to the discussion, and that all Trustees understand the consequences of the decision before any decision is reached. The Chair is also responsible for ascertaining the sense of the meeting before any Resolution is put to the Trustees. This rule applies to all meetings of Trustees. 27 All discussions, comments and queries that arise at meetings of Trustees shall be conducted through the Chair. 28 If a Trustee is unable to attend any meeting for any reason he/she should whenever possible give apologies in advance of the meeting through the person servicing the meeting. 29 All Trustees shall have the right to attend any meeting of any Committee, sub Committee or working party if they so wish, regardless of whether or not they are a member of the Committee. They should notify the Chairman, normally two days in advance of the meeting of their intention to attend the meeting and, if substantial, of their reason for so doing. Non-executive Audit Committee members can also attend any Committee meeting and receive any Committee papers that they wish. All other attendees at any meeting, including the Chief Executive and any other Officers of the Trust attend at the invitation of the Trustees only. If the matter to be discussed in the meetings is of a private or sensitive nature then the Trustees can request that the non-trustee attendees leave the meeting at any time. Where an Officer is in attendance at a Board meeting to give a presentation/report or similar, the outcome of which may affect or may be perceived to affect the future of the Officer in any way then the Board should consider whether it is in the best interests of the Trust to allow the Officer to remain in attendance whilst the discussion takes place and a decision is made. If in the opinion of the Board, the presence of the Officer at the meeting might stifle or risk stifling debate, then the Officer shall be instructed to leave the meeting after the presentation by the Officer. This procedure should also be considered where Trustees are in private conference with any external adviser. 30 Except as otherwise specified, for all meetings of Trustees, each Trustee shall have one vote on any resolution put before them in the meeting with the exception of the Chairman who shall also have a casting vote. In the event of a tied vote the Chairman shall exercise his casting vote. 31 In the event of a conflict between the contents of this document and the Governing Document then the Governing Document shall prevail. 32 The Board shall review the composition of each Committee at least annually. This review will normally take place before the election of the Committee chairmen and deputy chairmen. In coming to a decision about what is an appropriate composition for each Committee, consideration must be given to the experience and expertise of the Trustee; their interests and wishes and any potential conflict that would regularly preclude them from taking part in decisions. This review will normally take place within two months of new Trustee(s) joining the Trust or of any Trustee leaving the Trust, except where the Trustee is filling a casual vacancy, in which case the new Trustee automatically becomes a member of the same Committee (s) /working group or similar as the outgoing Trustee. Each Trustee will normally sit on at least two Committees. The Board will seek to ensure that rotation occurs when it is reasonable and practicable to do so.

6 Trustees must always constitute the majority of attendees at any Board or Committee meeting. 33 The following rules govern the appointment of Trustees to certain of the Committees: a) The Chairman of the Board cannot sit on the Audit Committee b) The Chairman of the Finance Committee cannot sit on the Audit Committee c) The Chairman of the Grants Committee, cannot Chair the Finance Committee d) The Chairman of the Audit Committee (who will normally be a co-opted member) cannot also be a member of the Finance Committee Prepared by AA (original document) Reviewed & Approved Board 4/12/02 by Updated by Board 25/02/04 Updated Oct 2006 Updated July 2008 Reviewed Governance Committee 7/11/11 Approved by Board 14/12/11 Reviewed Governance Committee 1/9/14 Approved by Board 10/9/14 T:\CORPORATE GOVERNANCE\Governance\Conduct of Meetings Oct 14.doc