Role of Board Members and Matters Reserved for the Board
Role of Board Members and Matters Reserved for the Board
Role of Board Members
The Board is responsible for ensuring that the general direction of Sustrans is consistent with its charitable aims, and is pursued energetically, creatively and effectively.
Board members collectively are responsible for:
Ensuring that Sustrans complies with legislation (including Charity, Company, Employment and Health and Safety Law).
Ensuring that the purposes of the Charity remain appropriate, that the requirements of the Charity Commission and The Charity Commission for Scotland are satisfied and that the Charity’s Mission, Vision and Values remain appropriate.
Agreeing annually the over-arching strategy for achieving the mission.
Approving policy, priorities and key performance measures and evaluating the charity’s performance against those measures on a regular basis.
Ensuring that systems are in place so that the organization operates within the financial resources available to it.
Satisfying itself that financial control systems, including regular reviews of performance against budget, are in place.
Satisfying itself that systems to ensure the welfare (including health and safety), appraisal and good management of staff and volunteers are in place and are observed.
Assessing the risks associated with activities and practices; ensuring that the risks are acceptable; and ensuring that appropriate processes, including an annual risk review, are in place to manage risk.
Selecting and recruiting new Board members.
Appointing and removing the Chief Executive Officer and the Company Secretary and, on the recommendation of the CEO, the Finance Director.
Appraising the performance of the CEO on at least an annual basis.
Supporting the Senior Management Team and holding them to account through the CEO.
Individually and collectively representing the Charity as appropriate and as agreed with the CEO.
Trustees may also choose to fulfill some wider roles, including:
Providing specialist or technical advice to Working Groups run by members of the Senior Management Team or other staff.
Senior staff mentoring.
Assisting the SMT with identifying, building relationships and working with patrons.
Identifying other sources of funding and advising how they can be accessed.
It follows that the Board must ensure that it is provided with the information and analysis necessary to perform these responsibilities and, unless the Board decides to seek independent advice, it is the responsibility of the CEO to ensure that the Board is provided with such information and analysis.
Matters Reserved to the Board
Most of the running of the Organisation is delegated to the CEO and in turn, by him, to the other management. However, in order to help the Board fulfil its role as set out above;certain matters are not delegated to the CEO and remain “reserved to the Board”. These are:
Making Recommendations to the Charity's members at a General Meeting regarding:
Changes to the Memorandum & Articles of Association
Proposals relating to the appointment of auditors and approval of the audit fee.
Appointment of Trustees
Approving:
Discretionary changes to Designated Funds.
Annual Report and Accounts.
Directors’ Report which complies with the Charities SORP.
Charity Commission Annual Return and the Summary Information Return.
Land transactions, so as to fulfill their legal obligations as to the protection, management, supervision and sale of the land assets of the Charity.
Land acquisitions in excess of £100,000.
Changes to the size and composition of the Board of Trustees.
Appointments to the Board of Trustees, between General Meetings for subsequent approval by the Members in the General Meeting.
Selection of the Chair of the Board for subsequent approval by the Members in General Meeting.
Role, Membership and Chairmanship of Board Committees.
Remuneration of the CEO, and, taking account of the recommendations of the CEO, his direct reports.
Standard salary increments and other significant changes of terms of employment for all staff.
The Charity's annual budgets.
Any changes to financial authorization levels, cheque signatories, banking relationships and significant changes in the division of responsibilities.
The investment strategy of the Charity.
The provision and level of cover for Trustees Liability Insurance.
Any significant changes in accounting policies.
Any matter which would have a material effect on the Charity's financial position, liabilities, future strategy or reputation or which is outside of its normal course of business.
The appointment of Patrons
A process with the CEO for the approval of the appointment or termination of direct reports to him.
Ensuring:
Adequate succession planning for the Board of Trustees.
Reviewing:
Its own performance and that of its committees.
The independence of the Trustees and any conflicts.
Succession plans for the Executive.
Annually with the Charity's auditors, the financial wellbeing and status of the organization.
May 2013
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