Audit and Risk Committee

CONTENT

BOARD OF DIRECTORS

Audit And Risk Committee

People And Remuneration Committee

COLLEGE EXECUTIVE GROUP

College Executive Group

CONTINUOUS IMPROVEMENT GROUP

Continuous Improvement Group

ACADEMIC BOARD

Academic Board

EDUCATION COMMITTEE

Education Committee

FACULTY BOARD

Faculty Board

RESEARCH COMMITTEE

Research Committee

BOARD OF DIRECTORS

AUDIT AND RISK COMMITTEE

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TERMS OF REFERENCE

OBJECTIVE

The Audit and Risk Committee is appointed to form an opinion on the effectiveness and efficiency of the College’s internal control framework, and to report to the Board of Directors on the Adequacy and effectiveness of specific arrangements for risk management; control and governance; financial reporting; economy, efficiency and effectiveness (value for money) and data quality.

MEMBERSHIP 2016/17

Chair / Non- Executive Director
(With recent and relevant financial experience)
Deputy Chair
Appointed Members / Director / Sunil Jain
Director
In Attendance
(On request only) / President and Chief Executive Officer / Alison Wheaton
Provost / Debi Hayes
Finance Director
Representative(s) of Internal Auditor
Representative(s) of External Auditor

COMPOSITION

Audit and Risk Committee comprises a minimum of three (3) directors none of whom shall serve as a member of the People and Remuneration Committee. At least one member of the Committee should have recent and relevant financial experience.

The Chief Executive Officer, Provost and Finance Director and representatives of the Internal and External Audit Services are invited to attend the meetings.

RESPONSIBILITIES

Consider and approve the appointment of the College’s internal and external audit services, including co-ordination between the two functions. This includes any related fees, plan for the forthcoming year, approval of the provision of any non-audit services, and the arrangements for monitoring the performance and effectiveness of the services.
To keep under review the College’s systems of internal control and its processes for risk management, governance, securing value for money and data quality, in order, to assure Board of Directors of their adequacy and effectiveness and to promote best practice
To advise Board of Directors on the risk appetite appropriate to the College, and review the risk register to assure the Board of Directors that the Executive’s assessment of risk is accurate; their risk appetite is in line with the College’s needs; and controls and plans to mitigate risk are appropriate.
Receive periodic and annual reports from the Internal Auditor on, inter alia, any major internal control weaknesses; progress in the completion of planned audits and responses; and whether satisfactory arrangements are in place to promote economy, efficiency and effectiveness in College.
Consider the External Auditor’s Management Letter on the draft Annual Financial Statements, prior to their submission to Board of Directors, and College management’s response to any significant accounting, auditing or internal control issues included within it
Receive and consider regular reports on College’s progress in implementing the “schedule of audit recommendations”, as provided by the External Auditors in their Management Letter.
Receive any relevant reports from the National Audit Office, HEFCE, or any other source, as appropriate.

AUTHORITY

Secretary / Director of Strategic Planning & Management Information; Holly Duglan
Quorum / Three members
Type / Standing Committee
Frequency / Three (3) meetings per year.
Internal or External Auditors may request an extraordinary meeting.
Powers to Form / The Committee has the power to form ad hoc working groups.
The Committee (and working groups) may invite other persons or advisors to attend from time to time to contribute to the issues under consideration. The committee shall determine the tenure and voting rights of such co-opted members.
Powers to Obtain Advice / The Committee has the power to obtain independent legal or professional advice.
Any prospective expenditure should have prior approval of the Chair of the Board of Directors to the effect that the expenditure is both reasonable and acceptable.
Decision Making / The Committee shall normally undertake a review of its effectiveness on an annual basis and at least every five (5) years the review should be conducted by an independent external.
Reporting / The Committee shall report to the Board of Directors.
The Committee shall submit a copy of its minutes to the Board of Directors.
The Committee shall submit an Annual Report (incl. effectiveness report) to the Board of Directors in the Autumn Semester following the completion of the Annual accounts.

PEOPLE AND REMUNERATION COMMITTEE

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TERMS OF REFERENCE

OBJECTIVE

The People and Remuneration Committee is appointed to consider, agree and recommend to the Board an overall people strategy and philosophy for the College that is aligned with its long term strategy, its objectives, its risk appetite, values and the long term interests of the institution and recognises the interests of relevant stakeholders. The remuneration policy and philosophy will cover the whole College but will pay particular attention to those colleagues defined as senior management

MEMBERSHIP 2016/17

Chair / Non-Executive Director / Prof. Sir Robert Burgess
Appointed Members / Director / Prof. Chris Brady
Director / Michael Needley
Director
President and Chief Executive Officer / Alison Wheaton
Provost / Debi Hayes
Finance Director
Director of Human Resources

COMPOSITION

The People and Remuneration Committee comprise a minimum of four directors none of whom shall serve asamemberoftheRemunerationandEmploymentCommittee.AtleastonememberoftheCommittee should have recent experience of human resources.

RESPONSIBILITIES

Advise and make recommendations on all strategy, policy and regulations regarding people and employment at the College including employee reward, recognition, promotion and relations.

Advise and make recommendations on the Equality and Inclusion Strategy, and monitor its implementation and progress within the College.
Review and set the remuneration policy for all senior managers referred to it, including pension rights and any compensation payments. The board itself shall determine the remuneration of the non-executive directors within the limits set in the Articles of Association.
Determine, in consultation with the chairman and/or chief executive, as appropriate, the total individual remuneration package of each executive director and other designated senior executives including bonuses, incentive payments and share options or other share awards.

Recommend and monitor the level and structure of remuneration for senior management, taking into account all factors which it deems necessary including relevant legal and regulatory requirements.

Review the on-going appropriateness and relevance of the remuneration policy (including performance-related pay), including comparison with reliable, up-to-date information about remuneration in other institutions and companies of comparable scale and complexity.

Consider and propose the appointment to any senior executive referred to it, or reserved to the Board of Directors by the Articles of Association.

AUTHORITY

Clerk
Quorum / Three Members
Type / Standing Committee
Frequency / Three (3) meeting each year, usually.
SpecialMeetings / The Committee should meet with the Academic Board at least once each year to discuss remuneration and conditions matters raised by the Board.
PowerstoForm / The Committee has the power to form ad hoc working groups.
The Committee (and working groups) may invite other persons or advisors to attend from time to time to contribute to the issues under consideration. The committee shall determine the tenure and voting rights of such co-opted members.
PowerstoInvestigate / The Committee is authorised by the Board of Directors to seek any information that it requires from any employee or member of the academic community.
PowerstoObtainAdvice / The Committee is has the power to obtain independent legal or professional advice.
Any prospective expenditure should have the prior approval of the Chair of the Board of Directors to the effect that the expenditure is both reasonable and acceptable.
DecisionMaking / The Committee shall normally decide by consensus and after due debate.
Where the Chair, or one-third or more of committee members attending call for a vote, decisions shall be made on the basis of a simple majority of those attending (excluding the Chair) with one vote per member. Where an equality of votes prevents a decision the Chair shall exercise a casting vote.
No members may be present for any discussions regarding their own remuneration.
EffectivenessReview / The committee shall normally undertake a review its effectiveness on an annual basis and at least every five (5) the review should be conducted by an independent external.
Reporting / The Committee shall report to the Board of Directors.
The Committee shall submit a copy of its minutes to the Board of Directors.
The Committee shall submit an Annual Report (inc. effectiveness report) to Board of Directors in the Autumn Semester following the completion of the Annual Accounts.

COLLEGE EXECUTIVE GROUP

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TERMS OF REFERENCE

OBJECTIVE

The College Executive Group is appointed to execute the executive authority the Chief Executive Officer on the strategic direction, performance and management of the College. It is the senior executive decision-making body of the College and deals with all matters of policy delegated to the Chief Executive Officer.

MEMBERSHIP 2016/17

Chair / President and Chief Executive Officer / Alison Wheaton
Deputy Chair / Provost / Debi Hayes
Ex Officio Members / Chief Finance Officer / Steve Macro
Chief Operations Officer / Chris Holmes
Executive Dean/Pro Provost (Academic Delivery) / Christy Traore
Pro-Provost (Education and Quality) / Simon Macklin
Academic Registrar / Annette Devine
Director of Strategic Planning & Management Information / Holly Duglan
Director of IT and Continuous Improvement / Allan Aitchison
Director of Marketing, Recruitment and Communications / Angie Milan
Director of Student Services / Sara Doherty
Head of HR / Claire Forester
Director of International / Rob Atkinson

COMPOSITION

The College Executive Group comprises a maximum of fifteen (15) members, including a minimum of three (3) members of the College Executive none of whom shall serve as a member of [restrictions on cross-membership]. At least one member of the Committee should have recent and relevant project management experience, and at least one member should have recent and relevant finance experience.

The members of the Senior Management Group or broader staff of the College are invited to attend the meetings, as appropriate.

RESPONSIBILITIES

Subject to any further direction by the Board of Directors, the College Executive Group will:

Make proposals about the educational character and mission of the College, and for implementing the decisions of the Board of Directors;
Undertake all activities required for the organisation, direction and management of the College and leadership of its staff;
Appointment, assignment, grading, appraisal, suspension, dismissal, and determination - within the framework set by the Board of Directors - of the pay and conditions of service of staff other than the holders of senior posts; and the assignment and appraisal of the holders of senior posts other than the Provost and the Clerk to the Board of Directors, if the holder of that office is not a member of the College’s staff;
the determination, after consultation with the Academic Board, of the College’s academic activities, and for the determination of its other activities;
Prepare and approve annual estimates of income and expenditure and for the management of budget and resources, within the estimates approved by the Board of Directors; and
Maintenance of student discipline and, within the rules and procedures provided within the Articles, for the suspension or expulsion of students on disciplinary grounds and for implementing decisions to expel students for academic reasons.

AUTHORITY

Clerk / Governance Officer; Ola- Dejo Ojomo
Quorum / Half the total number of members - rounded up to the nearest whole number – and must include a member of the Board of Directors.
Type / Standing Committee
Frequency / Usually monthly
Special Meetings / The group should meet once a year in a special meeting to approve the Annual Budget and College Enhancement Plan.
Powers to Form / The Committee has the power to form ad hoc working groups. The Committee (and working groups) may invite other persons or advisors to attend from time to time as appropriate to contribute to the issues under consideration. The committee shall determine the tenure and voting rights of such co-opted members.
Powers to Investigate / The Committee is authorised by the Board of Directors to seek any information that it requires from any employee or member of the academic community.
Powers to Obtain Advice / The Committee is has the power to obtain external legal or independent professional advice on the approval of the Chair.
Decision Making / The Committee shall normally decide by consensus and after due debate.
Where the Chair, or one-third or more of committee members attending call for a vote, decisions shall be made on the basis of a simple majority of those attending (excluding the Chair) with one vote per member. Where an equality of votes prevents a decision the Chair shall exercise a casting vote.
Effectiveness Review / The Chair will ensure the committee undertakes a review of its effectiveness on an annual basis and report that review to the Board of Directors. At least every five (5) years the committee’s review should be conducted by an independent member of the College Executive
Reporting / The Committee shall report to the Board of Directors.
The Committee shall submit an Annual Report of Directors in the June Semester following approval of the Annual Budget and College Enhancement plan.

CONTINUOUS IMPROVEMENT GROUP

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TERMS OF REFERENCE

OBJECTIVE

The Continuous Improvement Group (hereafter referred to as ‘the Committee’) is responsible for overseeing the Continuous Improvement framework within GSM, managing the agreed budget and making decisions and recommendations regarding investment opportunities.

MEMBERSHIP 2016/17

Chair / Chief Operating Officer / Chris Holmes
Deputy Chair / Director of IT, Continuous Improvement, Estates & Facilities Management / Allan Aitchison
Ex- Officio / Head of Advisory and Engagement / Eddie Lazell
Head of Finance
Director of Human Resources / Claire Forester
Director of Marketing, Recruitment and Communications / Angie Milan
Head of Continuous Improvement
Head of Facilities and Estates / Sean McGarrigle
Appointed / Representatives of Academic Departments
Representative of Professional Departments
One Undergraduate Student Representative
One Postgraduate Student Representative

COMPOSITION

The Chair and members of Continuous Improvement Committee are appointed by the College Executive Group; the Committee shall comprise no more than twelve (12) members.

RESPONSIBILITIES OF THE COMMITTEE

To govern GSM’s Continuous Improvement Portfolio.

To make investment recommendations and decisions.

To manage the agreed budget.

To set and agree the strategic architectural direction for GSM.
To validate, design and approve solutions based on their alignment to the strategic imperatives and principle.

To undertake the above responsibilities in context of the College’s Mission, Ethos and Strategy.

To undertake a review of the Committee’s effectiveness every academic year.

AUTHORITY

Clerk / PMO Coordinator
Quorum / Half the total number of members (rounded up to the nearest whole number if necessary)
Type / Standing Committee of the College Executive
Frequency / Normally twelve (12) per year.
Special meetings
Powers to Form / The Committee has the power to form ad hoc working groups.
The Committee (and working groups) may invite other persons or advisors to attend from time to time to contribute to the issues under consideration. The committee shall determine the tenure and voting rights of such co-opted members.
Powers to Obtain Advice / The Committee has the power to obtain independent legal or independent external advice under the authority of the College Executive.
Decision Making / The Committee shall normally reach decisions by consensus and after sure debate. Where the Chair, or one-third or more of committee members attending call for a vote, decisions shall be made on the basis of a simple majority of those attending (excluding the Chair) with one vote per member. Where an equality of votes prevents a decision the Chair shall exercise a casting vote.
Reporting / The Committee shall report to the College Executive a copy of its minutes following each meeting, and receive copies of the minutes of relevant sub-committees and working groups.
Review of Terms / These Terms of References will be considered for review and approval once per year, normally at the final meeting of the academic year for implementation the following year.
Effectiveness Review / The Committee will undertake a review of its own effectiveness every academic year,

ACADEMIC BOARD

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TERMS OF REFERENCE

OBJECTIVE

The Academic Board (hereafter referred to as ‘the Board’) will operate as the primary decision-making body of the College in relation to the overall educational character of the institution.

MEMBERSHIP 2016/17

Chair / President and Chief Executive Officer / Alison Wheaton
Deputy Chair / Provost / Debi Hayes
Ex Officio Members / Pro-Provost (Education and Quality)
Executive Dean/ Pro-Provost (Academic Delivery) / Simon Macklin
Christy Traore
Pro-Provost (Enterprise and External Engagement) / Vacant
Programme Leader – PhD Programme
Director of Research / Dr Ann Marsden
Deputy Dean (Student Experience) / Robert Clarke
Deputy Dean (Learning and Teaching) / Liz Larner
Head of Library & Information Services / Bijoya Sen Gupta
President of the Students’ Union / Vacant
Appointed Members / One Independent Director of the GSM London Board of Directors *
One Senior Academic Member of one of the College’s validating bodies *
Four Heads of Academic Departments (at least two must have 10 years’ experience in UK Higher Education)
Elected
Members / One elected undergraduate Student Representative (one year term)
One elected postgraduate Student Representative (one year term)
Four elected members of teaching staff (who do not hold the position of Head of Department, at least two must have 10 years’ experience in UK higher Education) (two on three year terms, two on one year terms)
Two elected members of professional services staff (who do not hold the position of Head of Department) (one on three year terms, one on one year term)
In-Attendance / Academic Registrar / Annette Devine
Director of Marketing and Recruitment / Angie Milan
Director of International / Rob Atkinson
Director of Strategic Planning & Management Information / Holly Duglan
Chief Operating Officer / Chris Holmes
Director of Careers and Employability / Andrew Falconer

COMPOSITION