ncn Committee Terms of Reference

CORPORATION COMMITTEES

TERMS OF REFERENCE

SEPTEMBER 2014

ncn Committee Terms of Reference

GENERAL

  1. This document incorporates the terms of reference of all the Corporation’s standing committees as agreed by the Corporation. These terms of reference have been prepared under Article 20 of the Articles of Government by which the Corporation has the power to make rules regarding the governance and conduct of the College.The committees act within the requirements of the Articles of Government and the Corporation’s Standing Orders.
  1. The following committees are included:
  • Appeal Committeepage 3
  • Audit and Assurance Committeepage 4
  • Employability Committeepage 8
  • Enterprise Committeepage 9
  • Excellence Committeepage 10
  • Finance Committeepage 11
  • Governance Committeepage 12
  • Remuneration Committeepage 13
  • Special Committeepage 15
  1. Membership

The Corporation shall determine the number of members of a committee.The Governance Committee shall recommend the membership of committees based on skills and experience. The position of Committee Chair is a Corporation appointment, however, the position of Committee Vice-Chair is determined by the Committee membership.

  1. Attendance at Meetings

Members of the college management may be required to attend Committee meetings in an advisory capacity as and when required.

Committees have the power to invite other persons to attend meetings. Full details are set out in the Standing Orders.

The Corporation Secretary or substitute shall attend all Committee meetings as Clerk to the Committee.

  1. Authority

Each Committee is authorised by the Corporation to investigate any activity within its terms of reference and to seek information from members and employees of the Corporation. Each Committee is also authorised by the Corporation to obtain outside legal independent professional advice and to secure the attendance of outsiders with the relevant experience and expertise it considers necessary.

  1. Reporting Procedure

The Corporation Secretary shall circulate minutes of all Committee meetings to all members of the Corporation as part of their agenda papers for the next meeting of the Corporation.

  1. Specific Terms of Reference for Individual Committees

Each Committee shall act within its terms of reference which specify its role, membership and duties. Each Committee shall undertake annually a self-review of its performance against its terms of reference.

APPEAL COMMITTEE

Role

The Committee will be an ad hoc body that will hear and determine appeals against dismissal for all staff, appeals against any disciplinary sanction for senior post holders, appeals against decisions made by the Remuneration Committee in relation to the Senior Postholders Performance Framework and relevant appeals in relation to grievances (including cases of bullying and harassment) in accordance with the College’s procedures. For the purpose of dismissal cases, this may include dismissal as a result of capability proceedings and termination of employment on the grounds of ill-health.

By being composed of Corporation members who are external to the College, the Committee will undertake its responsibilities as an employer, demonstrating independence and ensuring fairness and natural justice.

Membership

The Committee will comprise three members appointed by the Chair of the Corporation as follows:

  • Chair of the Committee
  • 2 members chosen by the Chair of the Corporation

The Principal, staff and student members are ineligible for membership of the Committee. All Committee members must be members of the Corporation.

The quorum will be two members of the Committee.

Meetings will be clerked by the Corporation Secretary.

Duties

To meet on an ad hoc basis as and when required to hear and determine appeals relating to dismissal under the College procedures as follows:

  • By a member of staff other than a senior post holder who has been dismissed as a result of the College’s Disciplinary Policy, Capability Procedure or Ill-Health decision;
  • By a senior post holder who has been dismissed as a result of a decision of a Special Committee;
  • By a senior post holder against a disciplinary sanction other than dismissal imposed as a result of the College’s Senior Post Holder Disciplinary Policy.

To meet on an ad hoc basis as and when required to discuss and determine appeals under the grievanceprocedure as follows:

  • By a member of staff where a senior post holder is involved in a grievance or has determined the initial outcome;
  • By a senior post holder bringing an appeal against a grievance under the College policy.

To meet on an ad hoc basis as and when required to hear and determine appeals under the Senior Postholders Performance Framework.

The Appeal Committee has delegated powers to determine, with reasons, such appeals as set out above and report their decisions to the Board. The Appeal Committee’s decision is final.

The procedure to be followed at the committee meeting will be pertinent to the requirements of each individual appeal but will allow the case of management and appellant to be heard and questions to be asked of management and the appellant by each other and by the Committee. Reference should be made to the appropriate College policy and procedure in the first instance.

AUDIT AND ASSURANCE COMMITTEE

TERMS OF REFERENCE

Role

The Committee is required under the SFA’s Financial Memorandum. The Committee will advise the Corporation on the adequacy and effectiveness of the College’s assurance framework. In undertaking this role the Committee will advise and support the Corporation in explaining in its annual report and accounts the measures it has taken to ensure it has fulfilled its statutory and regulatory responsibilities. The Committee has the power to set up an investigation into any alleged fraud or irregularity, seek any information it requires and obtain external professional advice. In matters of urgency the Chair of the Audit and Assurance Committee has power to take appropriate action including notification to Chair of the Corporation and the Skills Funding Agency. The Audit and Assurance Committee has the right to go into confidential session and exclude any, or all, participants and observers except the Clerk to the Committee.

Membership

The Committee will comprise of at least five persons appointed by the Corporation as follows:

  • Independent Chair of the Committee
  • At least 3 members of the Corporation; one of whom will be appointed as Vice Chair
  • At least 1 person who is not a members of the Corporation, but who has relevant audit and financial experience provided that they are not in any way connected with the provision of services to the college.

The Corporation, on the recommendation of the Governance Committee, shall approve appointments to the Committee and these appointments shall be for a period determined by the Corporation. The Governance Committee should ensure the Audit and Assurance Committee maintains its independence when considering the appointment of members.

The Chair of the Corporation and Principal are ineligible for membership of the Committee.

The Principal, although not a member of the Committee, shall be invited to attend and participate in its meetings. The Committee has the right of access to obtain all the information and explanations it considers necessary, from whatever source, to fulfil its remit.

The quorum for a meeting will be three members of the Committee, two of whom must be Corporation members. Meetings will be clerked by the Corporation Secretary.

Powers and Duties

  • To advise the Corporation on the adequacy and effectiveness of the College’s audit arrangements, framework of governance, risk management and control, and processes for the effective and efficient use of resources, the solvency of the institution and the safeguarding of its assets.
  • To critically review the risk management process and monitor the mitigation of key strategic risks, bringing to the attention of the Corporation any emerging issues.
  • To advise the Corporation on the appointment, reappointment, dismissal and remuneration of the financial statements and regularity auditors and other assurance providers, including internal auditors, and establish that all such assurance providers adhere to relevant professional standards.
  • Determine the scope and objectives of the work of the financial statements and regularity auditors and other assurance providers, including internal auditors.
  • To be informed and inform the Corporation of all additional services undertaken by the financial statements auditors, regularity auditors or other audit and assurance providers and explain how independence and objectivity are safeguarded.
  • To monitor, within an agreed timescale, the implementation of agreed recommendations arising from management letters and reports of the financial statements and regularity auditor and of any reports submitted by other providers of audit and assurance services to the College.
  • To oversee the College’s policies on fraud and irregularity and whistleblowing, and ensure the proper, proportionate and independent investigation of all allegations and instances of fraud and irregularity; that investigation outcomes are reported to the Audit and Assurance Committee; that the external auditors (and internal auditors where appointed) have been informed, and that appropriate follow-up action has been planned / actioned, and that all significant[1] cases of fraud or suspected fraud or irregularity are reported to the Chief Executive of the appropriate funding body.
  • To produce an annual report for the Corporation. The annual report shall include a summary of the Committee’s activities in line with its terms of reference and highlight any significant issues arising from the assurance work undertaken by the Committee.
  • To consider and advise the Corporation on relevant reports by the National Audit Office, the SFA and other funding bodies, and, where appropriate, management’s response to these.
  • To establish, in conjunction with college management, relevant annual performance measures and indicators, and to monitor the effectiveness of the internal audit service and financial statements auditor through these measures and indicators and decide, based on this review, whether a competition for price and quality of the audit service is appropriate.
  • To recommend to the Corporation for approval the annual Statement of Corporate Governance and Internal Controls within the Financial Statements.

Policy and best practice

The considerations of the Committee shall take into account :

  • The requirements of the Instrument and Articles of Government;
  • The requirements of the SFA’s Joint Audit Code of Practice (2013);
  • The guidance contained in the Accounts Direction Handbook issued by the Association of Colleges;
  • Guidance provided on best practice for Audit and Assurance Committees.

Meetings

The Committee shall meet four times a year and at such other times as the Chair of the Committee shall require.

Reporting

The minutes of the Committee will be available to governors on the Governors Portal and a summary of each meeting will be presented to the Board with any recommendations considered necessary for the attention of the Corporation.

The Committee shall report its advice to the Board through an annual report and include the Audit and Assurance Committee’s opinion on the adequacy and effectiveness of the College’s audit arrangements, framework of governance, risk management and control, and processes for the effective and efficient use of resources, the solvency of the institution and the safeguarding of its assets. The annual report must be submitted to the Corporation before the Statement of Corporate Governance and Internal Control in the accounts is signed. A copy of the annual report must be submitted to the relevant funding body with the annual accounts.

APPENDIX 1

UNDERSTANDING THE ROLE AND REMIT

The role of the Audit and Assurance Committee is fundamental to ensuring the organisation functions according to good governance and accounting and auditing standards and adopts appropriate risk management arrangements. It is important that the organisation at large understand the role and remit of the Committee in the wider governance structure to ensure the governance framework is efficient and effective.

Management

The management team are held to account by the Principal (and by extension the Board) for the delivery of the strategic priorities and day to day operational effectiveness of the College. The management structure relies on assurances needed and received to ensure all aspects of the business are operating as they should. These assurances are articulated using three business cycles and the resultant controls within these cycles.

The Principal as Accounting Officer also has a personal responsibility to assure the Board over compliance with the Financial Memorandum.

The Principal has senior management responsibility for ensuring appropriate and adequate processes for risk management within the College, while the Deputy Principal Resources is responsible for the compilation and maintenance of the College strategic risk register and for the operational oversight of the internal control framework. The Deputy Principal Resources is Chair of the Risk Management Group and is responsible for the co-ordination of the work of the internal auditor and is, on behalf of the Principal, responsible for providing reports to the Audit and Assurance Committee and the Board on the effectiveness of the risk management framework together with any changes to the scoring of risks in the strategic risk register. The Executive and Directorate teams have a key role in facilitating the flow of information from the Corporation to staff and vice versa.

Audit and Assurance Committee

The role is to advise the Board on the organisations assurance framework to support the Board and the provision of the opinion in the annual accounts. The Committee oversees internal audit, external audit and management as required in its review of assurance.The Audit and Assurance Committee will receive/commission/consider evidence to support the organisations assurance framework to ensure the Committee is well-placed to provide advice to the Board on the effectiveness of the assurance framework and risk management processes.

The Audit and Assurance Committee will alert governors to any emerging issues and comment on the effectiveness of risk management processes, critically challenging the risk register to provide assurance that arrangements are actively working within the organisation.

The Audit and Assurance Committee have the authority to investigate any activity within its terms of reference and they have the right of access to obtain all the information and explanation it considers necessary.

Corporation

The statutory responsibilities as outlined in the Instrument and Articles of Government are the collective responsibility of the Corporation. The Corporation are required to establish an Audit and Assurance Committee to advise on matters relating to the College’s audit arrangements and this Committee must operate in accordance with the requirements specified by the funding bodies. The Corporation has responsibility for the effective and efficient use of resources, the solvency of the institution and the safeguarding of their assets and must, at such times as it considers appropriate, examine and evaluate its systems of internal controls to ensure they contribute to the proper, economic, efficient and effective use of the Corporations resources.

The Corporation are required to keep proper accounting records and prepare financial statement in accordance with any directions given by the funding bodies in the form of the accounts direction.

The Corporation sets the tone and influences the culture of risk management determining its “appetite for risk” and setting the standards and expectations of staff with respect to conduct and probity. The Corporation annually reviews the risk management strategy and approves changes or improvements to key elements of its processes and procedures. The Corporation monitors the management of significant risks to ensure mitigating actions are taken.

EMPLOYABILITY COMMITTEE

Role

The Committee will advise the Corporation on the effectiveness of the College’s progress towards its key strategic touchstone of Employability. The Committee will support the Directorate to advance employability within the organisation, improving learner outcomes and destinations and meeting the employment needs of the community.

Membership

The Committee will comprise five persons appointed by the Corporation as follows:

  • Chair of the committee who must be a member of the Corporation
  • A minimum of 2 members of the Corporation
  • A maximum of 3 members of the College Directorate

The quorum for a meeting will be three members of the committee, two of whom must be Corporation members. Meetings will be clerked by the Corporation Secretary.

Duties

  • To advise the Corporation on the effectiveness of the College’s progress towards the strategic touchstone of employability;
  • To advise the Corporation on the adequacy of the College’s strategic touchstone of employability;
  • To support the Directorate Team to advance progress towards employability;
To consider and advise the Corporation on the longer term strategy of employability for the organisation;
  • To establish, in conjunction with college management, relevant annual performance measures and indicators, and to monitor the effectiveness of the employability strategy.

Policy and best practice

The considerations which the Committee shall take into account during its discussions include, but are not restricted to, the following:

  • the College’s policies framework around employability;
  • the outcomes of learners, including destinations;
  • the needs of the College’s stakeholders;
  • building and using networks of employers for the benefit of learners;
  • strategies for income diversification.

Meetings

The Committee shall meet at least once per term and at such other times as the Chair of the Committee shall require.

Reporting

A report will be prepared for the Corporation and Directorate of the outcomes of meetings and actions to be undertaken.

ENTERPRISE COMMITTEE

Role

The Committee will advise the Corporation on the effectiveness of the College’s progress towards its key strategic touchstone of Enterprise. The Committee will support the Directorate to advance enterprise within the organisation, improving learner outcomes and destinations and meeting the needs of the city in generating economic growth.