Purpose
1.1 The purpose of the Governance Sub-Committee is to ensure that the Board of Trustees (hereafter referred to as The Board) fulfils its legal, regulatory, ethical and functional responsibilities in a transparent manner complying with the 2011 Charity Act, Charity Commission guidelines and the Governing Document<sup>1</sup> .
Authority
1.2 The Governance Sub-Committee is authorised by the Board to:
a. Review the organisation’s governance matters and make recommendations to the Board;
b. Take action to enable it to fulfil its responsibilities;
c. Seek independent advice<sup>2</sup> to perform its duties where necessary.
Responsibilities and Accountability
1.3 The Governance Sub-Committee will ensure that:
a. The Board is able to govern the organisation in accordance with its statutory obligations through effective policy monitoring, business audit and quality assurance processes in conjunction with fit for purpose trustee training and development programmes.
b. There are effective induction and mentoring processes for Trustees and they have the necessary knowledge to be able to discuss, debate and plan the organisation’s mission, vision, goals, objectives and principle functions; budget and financial statements and make an effective contribution to the business of the organisation.
1.4 The Governance Sub-Committee is responsible for advising the Board on effective governance of the Association through:
a. Developing and reviewing governance policies and procedures;
b. Reviewing on an annual and as required basis the performance of the Board as a whole and the contribution of individual members;
c. Ensuring that all decisions taken at both Board and Branch level comply with the objects of the Governing Document;
d. The review of all policies prior to the presentation to The Board for their formal ratification. Those exempt from formal Board ratification are detailed at paragraph 1.6.
e. Undertaking in association with Sub-Committee Chairs the annual COBSEO governance self-assessment tool; reviewing the outcomes of self-assessments and making recommendations to The Board;
i. The appointment of an external assessor to undertake a biennial or triennial review of the effectiveness of The Board will be addressed in 2020/2021 along with the potential appointment of a Non-Executive Trustee from outside of the QARANC.
f. Recommending a plan for Board development based on the strategic plan and internal and external board assessments.
g. Monitoring, in conjunction with the Association’s office staff, the attendance and contribution of Trustees at Board and Committee meetings; monitor the uptake of NCVO and other training and participation in annual performance review meetings.
1.5 The Governance Sub-Committee is responsible for compiling the annual Governance Statement and seeking ratification from The Board at the AGM (paragraph 1.10 refers).
Execution
1.6 The Governance Sub-Committee will seek formal ratification from the President and Chair on policies that are exempt from formal Board ratification and which define the following:
a. The roles and responsibilities of the Trustees;
b. Conflict of interest and loyalty procedures;
c. Procedures for the nomination, election and retention of Trustees.
1.7 The Governance Sub-Committee will ensure that:
a. The Board does not fall below the number of trustees required by the Governing Document but recognises that some variance in the number of Trustees may be required because of Service exigencies;
b. Nominations and appointments to The Board comply with the Governing Document and other legal requirements;
c. Trustees appointed to The Board are fully aware of the requirements of the Governing Document, understand and agree with the mission and vision of The Association and the Code of Conduct for Trustees;
d. Trustees appointed to The Board understand and agree to the time and participation requirements of The Board.
Membership
1.8 The Governance Sub-Committee will be comprised of 4 members and will be chaired by a Trustee appointed by the Chair. The Chair of the Organisation will be a member along with one other Trustee and the Office Manager.
Reporting
1.9 An Action and Decision Log will be recorded and updated at each meeting. These will be confirmed by the Chair and all attendees within 4 weeks of the meeting. This log will be made available to all Trustees via the website https://www.qarancassociation.org.uk/ [1] and a summary of actions and decisions presented via a report to each Board meeting which should be submitted to the General Secretary no later than 10 working days prior to a Board meeting.
1.10 The annual Governance Statement will be published with the Annual Audit of Accounts and provide information to the Board and external parties on:
a. The governance framework of the organisation, including information about the board’s committee structure, its attendance records, and the coverage of its work;
b. The board’s performance, including its assessment of its own effectiveness;
c. Highlights of board committee reports:
d. An account of the Board’s assessment of its compliance with the Charities Governance Code.
Frequency
1.11 The Committee will meet at least 4 times per year and additionally as required.
Notes:
- The Governing Document is also referred to as ‘The Constitution’ and ‘The Handbook’.
- Agencies which may be approached for independent advice include Confederation of Service Charities (COBSEO) and National Council of Voluntary Organisations (NCVO)
(Version 2019.1 updated November 2019)