Role of the Board and it's Sub Committees
The good governance responsibilities of the Board are to set the organisation’s strategic aims, ensure that the necessary financial and human resources are in place for the organisation to meet its objectives and review management performance. In particular:
- overseeing the activities of the organisation, its strategic direction and planning processes, programme delivery, financial controls and performance measures
- reviewing and guiding strategy
- reviewing and approving strategic plans, annual budgets, programme plans and performance objectives, and risk management strategies and plans, as developed by the senior management team
- monitoring implementation and performance, and overseeing major capital expenditure
- ensuring that the organisational structure is appropriate for achieving the organisation’s strategic goals, and that the necessary policies, procedures and controls are in place to ensure that authority may be delegated by the Board without loss of accountability
- in general approving and overseeing the maintenance of sound corporate governance and the accountability of the Board
Overall the role of the Board is to govern and not to manage, which is the responsibility of the Chief Executive and his senior staff team. In carrying out its responsibilities, the Board will uphold the values of accountability to its stakeholders, probity and transparency.
The Board meets at least four times each year, once in each financial quarter.
A Statement of Reserved Matters is in place, which records the powers which are exclusive to the Board and provides a clear framework for the distinction between Board governance and the executive management control placed on the Chief Executive and his Senior Management Team.
A Board and individual Trustee/Director evaluation is carried out each year and action plans established to address any areas of under-performance with the objective of ensuring continual improvement and the achievement of governance excellence.
Audit and Risk Committee
The committee is chaired by the Hon. Treasurer. All members of the committee are non-executive directors and at least one member must have significant, recent and relevant financial experience.
The role of the committee is to:
- Monitor the financial integrity of the financial statements of the organisation, reviewing significant financial reporting judgements.
- Advise the Board on whether the annual report is fair, balanced and understandable and provides the information necessary for users to assess the company’s performance, business model and strategy.
- Review and monitor the organisation’s internal financial control system and risk management systems.
- Monitor and review the external auditors’ independence, objectivity and effectiveness.
- Review the arrangements by which staff may, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters.
- Receive, consider and recommend an annual budget to the Board in advance of the beginning of the new financial year.
HR and Remuneration Committee
The Committee has three members: The Chair, Hon. Secretary and Hon. Treasurer. The committee is chaired by the charity Chair.
The role of the Committee is to:
- Recommend the organisation’s general remuneration policy for approval by the Board.
- Recommend the remuneration of the Chief Executive having reviewed the performance appraisal, for approval by the Board.
- Approve annually the remuneration of all other staff, including any general cost of living increase.
- Keep the level and structure of remuneration under review through regular sector bench-marking.
- Keep under review the charity’s HR policies and ensure they are kept up to date and comply with statutory obligations.