Information Pack for

Non-Executive Directors

Updated May 2018Page 1 of 12

Background

National Theatre of Scotland is an organisation, established in 2006, dedicated to creating and presenting theatrical productions of the highest quality across Scotland and beyond.

Our Vision

To be a theatre without walls for the 21st Century, making exceptional, bold theatre for everyone, that puts Scotland on the world stage and places culture at the heart of society.

Our Mission

To make collaborative theatre that represents the complexity of modern Scotland and to take that theatre to our communities and to the world.

Introduction

National Theatre of Scotland is a theatre of the imagination: a Theatre Without Walls.

Established in 2006, the National Theatre of Scotland was the first national theatre company in the world to choose not to have its own venue but to exist entirely as a touring company. This pioneering Theatre Without Walls model means we can take our work wherever there is an audience, from theatres and major arts venues to community halls, shopping malls and tower blocks.

In just 12years, the National Theatre of Scotland has established a worldwide reputation for outstanding work. At its heart has always been a belief that theatre has the power to create transformational moments, change lives, and plays an essential part in the public life of a nation.

The Theatre Without Walls model, demonstrated a commitment to having a presence in every part of Scotland, to perform at all scales and reach all its people. In our brief history to the end of 2017, we created over 278 productions - including the critically acclaimed Black Watch, Macbeth, The James Plays and Let The Right One In - and toured to more than 265 locations, playing to over 1.65 million people throughout Scotland, the UK and beyond, earning us world-wide critical acclaim for our productions and outreach programmes.

Since the very early days the Company has enjoyed an extraordinary international reputation, particularly in North America. We will continue to cultivate these partnerships and promote Scotland and its artists by touring our work abroad but also foster more collaborations with innovative artists and companies from around the world, creating unique work that changes how theatre can break down barriers and make work of true global resonance, deepening and broadening the outlook both of Scottish artists and audiences.

We have commissioned more than 110 new plays by contemporary Scottish playwrights and have won over 90 arts awards across the UK, USA, Canada and Australia. In 2017 we performed to audiences in excess of 175,000, employing over 720 freelance artists and technicians, and engaging more than 10,500 community participants.

At home we play a vital role in Scotland’s theatre ecology. As well as providing opportunities for Scottish theatre companies through co-productions and partnerships, we are dedicated to identifying and developing the finest new and emerging talent and to delivering pioneering education and community outreach programmes which engage, inspire and transform lives. We are now the largest theatre employer in Scotland and are committed to providing leadership for the sector in all aspects of our work.

We see our role as cultivating the nation’s creativity, providing opportunities for everyone to express themselves, be engaged audience members, and to share in bold, playful and generous work. We seek to understand what it means to be a theatre for everyone and to break down walls that prevent people engaging with our work, whether economic, cultural or physical. We aspire to be a creative catalyst for thesector as a whole, driving joined up talent development plans with partners across Scotland,that seek to nurture theatre makers at all stages of their careers and inspirethe sector toreflect the diversity of contemporary Scotland.

Our ambitions to be a theatre for everyone, a creative catalyst for the sector and an international innovator has been greatly assisted by our move into a new purpose built Creation Centre in the Speirs Lock Regeneration Zone of Glasgow. Comprising three rehearsal rooms, a community room, office and social spaces, technical store, full wardrobe facility and space for artist development, it presents us with new opportunities to develop a greater strategic role in the Scottish theatre sector and to enhance the way we work together as company members.

However, in both an economic environment that continues to prove fragile, and an unpredictable political landscape both in the UK and Europe, the level of public funding available for the arts in future years remains uncertain. To mitigate the risk of declining public subsidy, we are conscious of the need to become an ever more resilient and flexible organisation. With this in mind we will be exploring ways to grow alternative income streams, including individual giving and corporate sponsorship, as well as new financial models for the exploitation of the Company’s work, including digital and broadcast strategies.

For the next stage of our journey we would like to recruit Non-Executive Directorswith specific skills, knowledge and interest in three specific areas,to join our Board. We are looking for an experienced arts leader, working in theatre and/or an established theatre maker; an individual with legal skills and experience, with a passion for theatre and the cultural life of Scotland and a young person, aged under 25,with a passion for theatre and the cultural life of Scotlandand with an interest inoperating within a board.

Summary of Governance Structure

The National Theatre of Scotland is a company limited by guarantee and a registered Scottish charity. The company is governed by a Board of Directors. It is headed by the Artistic Director/Chief Executive who forms the Executive Leadership Team with the Executive Producer/Deputy Chief Executive. They are supported by the Senior Management Team, who have responsibility for all operational matters and decisions. All major policy decisions are ratified by the Board of Directors.

The Board has overall responsibility for the organisation’s resources and ensuring its financial wellbeing. All members of the Board are non-executive except for the Artistic Director/Chief Executive.

As set out in the articles of association, last amended on 12 March 2014, new directors are appointed by the Board and may serve for a period of up to four years, after which period there is the possibility of re-appointment for a further period of up to three years. All new appointments must be approved by the members of the company at General Meeting. The Board elects the Chair and the Deputy Chair of the Board.

All new Directors are selected via a rigorous recruitment process, which involves an initial detailed skills audit to identify existing and imminent skills gaps within the Board. The chairs of the Committees have also been reviewed and reconfigured to reflect Board members retirements and relevant skillsets.

All new Directors undergo an induction process led by the Chair and the Chief Executive. This induction combines governance responsibilities, legal obligations of directors under company and charity law, constitution as well as an overview of the Company’s programme of activities.

A full governance review was undertaken in Autumn 2017 and reported to the Board at the December 2017 Board meeting. The review found that the company’s governance framework and processes are in very good health. Recommendations for further improvements included the creation of a Senior Independent Director role, which has now been implemented and recruited for. The purpose of this role is to:

  • Provide support for the Chair
  • Address issues in which the Chair has a conflict of interest
  • Assist with any CEO/Chair disputes/impasses
  • Act as Vice-Chair in Chair’s absence
  • Serve as trusted intermediary for any Board Member who has concerns about the company, its governance or the Board
  • Co-ordinate Chair’s performance review and succession planning

In the spirit of continuous improvement the Board is currently working through the remaining recommendations that came out of this review, The Board also agreed that the company would move to a 4 year cycle of major, external Governance Reviews, from September 2017.

In March 2015 the Board approved the establishment of a wholly owned subsidiary, National Theatre of Scotland Productions Ltd (SC492495). The subsidiary was established 1 April 2015 in response to the implementation of Theatre Tax Relief in September 2014 as the recognised most effective way for charities to manage accessing the relief.

The Board of the wholly owned subsidiary is comprised of the members of the Executive Leadership and Senior Management Teams of National Theatre of Scotland and one of the National Theatre of Scotland Board members.

A register of directors’ interests is maintained.

The company maintains a directors’ and officers’ liability insurance policy.

The Board has been supported by four sub-committees. Reflecting the completion of and relocation to the new property, Rockvilla, the Property Committee was formally dissolved at 28 June 2017 Board meeting. This reduces standing sub-committees to three.

The Risk and Audit Committee meets twice a year and exists to:

  • Oversee the external audit process and the internal audit function.
  • Review the internal financial and non-financial control environment.
  • Review company procedures and systems for risk management.

The Finance Committee meets four times a year and exists to:

  • Review the ongoing financial performance of the organisation, through consideration of all budgets, forecasts, management accounts and the annual financial statements.
  • Ensure the regular review of all financial policies, procedures, protocols and systems.

The People and Performance Committee meets twice a year. The Committee exists to:

  • Establish the remuneration principles of the company.
  • Determine and approve the remuneration of the CEO/Artistic Director, Executive Producer/Deputy CE and Senior Management Team. Remuneration for these roles is set at time of appointment and based on Company pay structure and, if applicable, market factors.
  • Receive, consider and recommend for approval to the Board annual pay awards for all staff.
  • Consider Board membership and composition and establish a proper framework for recruitment.
  • Consider, when making recommendations on new Directors to the Board, the particular needs of the Company along with cultural and geographical diversity.
  • Ensure that the duties, responsibilities and privileges of Board membership are made clear to candidates on appointment and that a proper induction process for new members is in place
  • Maintain an overview of the Company’s human resource and staff development policies and procedures

In addition to the above stated meetings, a joint Finance and Audit Committee also meets once a year to review the year-end financial accounts.

All Committees review and approve their respective terms of reference on an annual basis, which is then formally approved at the Board meeting.

The company follows best practice in terms of corporate governance and embraces the virtues of diversity and equal opportunities in all its business dealings, and acknowledges the need and right of everyone connected with the organisation to be treated with respect and dignity in an environment in which a diversity of backgrounds and experience is valued.

Updated May 2018Page 1 of 12

NATIONAL THEATRE OF SCOTLAND

BOARD OF DIRECTORS

Terms of Reference

1.Legal Context

1.1The National Theatre of Scotland is a Company Limited by Guarantee (SC234270) and is a registered charity in Scotland (SC033377).

1.2The legal framework for Directors is described in the Memorandum and Articles of Association. The Directors of National Theatre of Scotland need to ensure that the Company complies with a raft of legislation relating to corporate law and to charitable operations.

2.The Board of Directors and its corporate responsibilities

2.1The members of the Board of National Theatre of Scotland are non-executive Directors, whose responsibility it is to appoint an, Artistic Director (Chief Executive) and Executive Producer (Deputy Chief Executive) and Finance Director to manage the National Theatre of Scotland and deliver the Board’s policies.

2.2The Board is the ultimate decision-making body and is responsible for the general control and governance of National Theatre of Scotland as a whole.

2.3The Chief Executive who is also the Artistic Director is currently a member of the Board, although the office does not automatically qualify the post holder for so being.

2.4It is under the authority of the Board that the National Theatre of Scotland owns the organisation’s assets, employs the staff, receives and spends the National Theatre of Scotland’s money and enters into and implements all contracts.

2.5The Board has various interlinking corporate and charitable legal responsibilities:

2.5.1to direct the National Theatre of Scotland in accordance with its Memorandum and Articles of Association, including particularly to ensure that they underpin the position of the organisation as a registered charity;

2.5.2to exercise a duty of skill and care, to act in good faith, to exercise the powers and duties of office honestly and for proper purposes in the best interests of the National Theatre of Scotland, avoiding any action that would conflict with the National Theatre of Scotland’s interests or might bring National Theatre of Scotland into disrepute;

2.5.3to implement its duties and responsibilities under the relevant statutes, especially the Companies Act 2006, where no distinction is made between executive and non-executive Directors;

2.5.4to implement its duties and responsibilities under common law, particularly a fiduciary duty to the National Theatre of Scotland ensuring timely accounts and proper annual auditing;

2.5.5to ensure solvency at all times;

2.5.6to have regard to the interests of the National Theatre of Scotland’s employees;

2.5.7to implement provisions concerning the Directors, their numbers, powers, appointments, retirements, disqualification and removal, expenses, indemnity insurance, proceedings, the Company Secretary and minutes of meetings; and

2.5.8to ensure that each member of National Theatre of Scotland (in practice the Directors) will contribute £1 if National Theatre of Scotland is wound up.

3. The seven principles of public life

All Board members are Directors of a prominent national organisation with charitable status and, in carrying out their roles and responsibilities, should abide by the seven principles of public life, as recommended by the Nolan Committee’s report, “Standards in Public Life”. In summary, these principles are:

3.1Selflessness: holders of public office should take decisions solely in terms of the public interest and not in the interests of themselves, their family or friends;

3.2Integrity: holders of public office should not place themselves under any obligation to a third party which might influence them in the performance of their public duties;

3.3Objectivity: all decisions involving awarding of contracts, benefits or rewards should be made on merit;

3.4Accountability: holders of public office are accountable to the public for their actions and should submit themselves to the appropriate scrutiny;

3.5Openness: holders of public office should be as open as possible about all the decisions and actions that they take. They should give reasons for their decisions and restrict information only when the wider public interest clearly demands;

3.6Honesty: holders of public office have a duty to declare any private interests relating to their public duty and resolve any conflicts so as to protect the public interest; and

3.7Leadership: holders of public office should promote and support these principles by leadership and example.

4.Board operations

4.1The Board is a corporate body. For individual Directors this means that:

4.1.1once decisions are taken collectively at formal meetings, all Directors should respect the decision even if they do not agree with it;

4.1.2no individual Director can speak on behalf of the Board unless specifically authorised by the Chair to do so;

4.1.3no individual Director can instruct the Senior Management Team to take management action unless specifically authorised by the Board to do so; and

4.1.4accountability for a Board decision is shared by all Board members, not by individual Directors.

4.2It also has implications for the way that Directors go about their business, which should include:

4.2.1a willingness to work co-operatively with other Directors in the National Theatre of Scotland’s best interests;

4.2.2 respecting corporate decisions once they have been taken, whatever one’s personal view of the matter;

4.2.3 respecting any decision that a matter should remain confidential to the Board; and

4.2.4 all Directors have an equal right to participate and to state their views, whilst respecting those of others.

5.Confidentiality

5.1Board members, secretaries and staff are expected to regard the Board’s deliberations and conclusions as strictly confidential. The Chair will decide who will present the Board’s policy and decisions outside the Boardroom and typically this will be the Chief Executive.

5.2All deliberations of the Board remain confidential with no time limit. Board Directors are bound by this obligation even when they cease to be a member of the Board.

6.Recruitment and membership

6.1As of the adoption of National Theatre of Scotland's Articles of Association on 30th March 2007, Board members are appointed for a first term of four years from the date of the AGM following their appointment followed by a final term (if re-elected) of three years from the date of the re-appointment.

6.2As of the adoption of National Theatre of Scotland’s new Articles of Association on 25th July 2013, any previous period of service as a director to be disregarded upon an individual being appointed Chair. As a result, the newly appointed Chair will be entitled to serve up to 7 years in his or her capacity as Chair (with any previous service as a director being disregarded).

6.3 New Board members will be recruited through an open process achieving equal opportunities on the basis of skills required as defined by the Board from time to time.

6.4Normally and unless under exceptional circumstances the Chair of the Board should not chair standing Committees.