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Statement of GovernanceINTRODUCTIONThe manner in which Richmond upon Thames College is governed is a matter of great importance, affecting the quality of the services it provides, public confidence in its activities, its financial security and the legality of its business.
The Corporation will conduct its business in accordance with English and relevant European law and within the Instrument and Articles of Government and the College's Financial Memorandum with the Learning and Skills Council. The requirements of the Instrument and Articles of Government and the Financial Memorandum will always take precedence over the Board's policies and practices on those issues which it has itself power to determine.
It will also observe regulations and Codes of Practices issued by the Learning and Skills Council and will act within the spirit of Standards in Public Life published by the Nolan committee and in the report Personal Liability in Public Service Organisations published by the Neill Committee.
Governors have regard to the different, but complementary responsibilities given to the Principal as the College’s Chief Executive. Whereas it is the Corporation’s function to decide strategic policy and overall direction and to monitor the performance of the Principal and any other senior postholders, it is the Chief Executive’s role to implement the Corporation’s decisions, and to manage the College’s affairs within the budgets and framework fixed by the Corporation.
Governors recognise the importance of clarity in identifying their role and responsibilities and in differentiating those from the roles and responsibilities of college management whilst, at the same time recognising the key interactions between the two.
Governors have approved a schedule of authority for decision making (appendix 1) and have identified that:
DEFINITIONSThe Corporation recognises two principal definitions which are relevant to its work:
1. The efficient, effective and legal operation of the Board and its committees in accordance with the Instrument and Articles (Operation);
2. The proper and effective ordering of the College’s business in order to achieve its objectives (Business)
OPERATIONGovernors believe they will satisfy the Operation definition of governance by adopting and observing a system of working which is open, honest and understandable. To this end:
§ All members will observe a Code of Conduct and a Register of Interests
§ The Corporation will have a Freedom of Information Policy
§ There will be Standing Orders regulating the terms of reference and activity of the Board and its Committees
§ The Corporation will have a procedure on Whistleblowing
§ There will be agreed role descriptions for the Chairman and Vice Chairman of the Corporation and of the Clerk to the Corporation
§ The Clerk will be accountable directly to the full Board and, in performing the duties of the Clerk will be independent of the Chairman of the Corporation and the Principal
§ The appointment of Committee Chairmen will be approved by the full Board
§ Committee Chairmen will be required to present the minutes of their Committee to the full Board and to draw the attention of Members to any items which are recommended for approval by the Board or referral to the Board
§ The Board may establish one or more Working Group to consider any issues for report back to the full Board provided that this does not conflict with the normal remit of one of its Committees
§ All newly appointed governors will be required to participate in an induction process
BUSINESSGovernors believe that they will satisfy the Business definition of governance by observing three mandates.
The observation of these mandates will enable the Corporation to achieve a number of objectives which governors take to represent the essence of good governance:
§ To look after the interests of the stakeholders
§ To determine the future nature, character and position of the College
§ To monitor the quality of standards (including governance)
§ To monitor the financial position to supply funding for the College as required to meet its nature, character and purpose
§ To govern, not manage
The achievement of these objectives depends on governors attaining a clear understanding of:
1. Issues Relating to Education
Governors will obtain information on current issues in Further Education by:
§ Receiving relevant reports from Managers
§ Attendance at relevant Conferences/Courses
§ Attendance at College events
§ Participation in the Governor Link with Schools Scheme and meetings with staff
2. Issues Relating to Stakeholders
Governors recognise that the main purpose of relating to stakeholders is to gain information which will drive the Strategic Plan and to monitor how effectively the College is meeting their needs.
The key stakeholders are identified as:
§ Students
§ Staff
§ Schools
§ Employers
§ Higher Education
§ Social and Community Organisations
With regard to the students, the Board recognises two student governors. It has established a Students Liaison Committee, the minutes of which are received by the full Board.
With regard to staff, the Board recognises three staff governors; one member elected by the academic staff, one member by the business support staff and one member by the academic staff and the business support staff. It has established an Employment Committee, the minutes of which are received by the full Board. The Corporation had adopted a Governor Link with School Scheme and in addition members meet with staff representatives annually.
With regard to schools, the Board invites Headteachers and Governors of local secondary schools to meet the Principal and College Governors. The Secondary Heads Association is invited to nominate a local Headteacher as a Community member of the Corporation Board.
With regard to employers, the Curriculum, Quality and Standards committee monitors the College’s Development Plan.
With regard to higher education the Board monitors:
a) the development of Foundation Degrees in collaboration with local Universities and;
b) the provision of part time and flexible routes from level 3 to Higher Education
With regard to social and community organisations, the Curriculum, Quality and Standards committee monitors that the College is fulfilling its responsibilities to the community it serves, in line with its mission statement.
3. Issues Relating to the Business of the College
Governors will attain a clear understanding of the business of the College through the regulation of its agendas; through the receipt of briefing papers from Managers; through the monitoring of the College’s arrangements for risk management, through the approval of the College Self Assessment Report and the College Development Plan; through the activities of the Board’s Committees and Working Groups and through the reports of internal and external auditors.
4. The Views of Governors Themselves
The ultimate expression of the views of governors, as influenced by all of the above, will be the vision for the College’s development and the expression of that vision through the College’s Strategic Plan, its Development Plan and its Accommodation Strategy.
Governors will monitor their own performance to ensure that they are working effectively towards achieving this through the annual Governance Self Assessment Report.
CONCLUSIONGovernors recognise that effective governance places a considerable onus on them, both individually and corporately, requiring diligence, application and integrity.
Governors are unpaid volunteers who give of their time because they believe in the importance of the Further Education system and in the aim to give all students every opportunity to gain maximum benefit from their experience at Richmond upon Thames College, regardless of ability, level or starting point.
The Corporation of Richmond upon Thames College seeks to achieve its aims and objectives through the application of the principles described in this paper.
Appendix 1 to Statement of GovernanceRICHMOND UPON THAMES COLLEGE :
SCHEDULE OF LEVELS OF AUTHORITY FOR DECISION MAKING
CORPORATION OF STANDING ORDERS 1. Scope of this document The legal framework within which the Corporation is required to operate is set out in the Instrument and Articles of Government, a copy of which is provided to all Members on their appointment. This document sets out the Board’s policy and practice on those issues which it has itself power to determine. 2. Composition of Corporation and Appointment of Members The Corporation has resolved that the Board shall comprise twenty members, of the following categories:- Business : 7 Co-opted : 3 : student : 2 staff : 3 Principal : 1 Parent : 1 Community : 2 Local Authority : 1 The Corporation has determined that the bodies from which nominations for community members shall be sought are:- The Secondary Heads Association and The The Corporation delegates to the Governance and Search Committee responsibility for determining appropriate selection procedures and for nominating candidates for consideration by the Corporation. Details of the delegated powers of the Governance and Search Committee are set out in its terms of reference (Appendix 2) and are available for inspection by any member of the public during normal office hours on application to the Clerk. Written details concerning candidates’ background and experience shall be requested and these shall be reviewed with the object of creating a short list for interview following which a recommendation shall be made to the Corporation. In considering candidates, the committee shall have in mind the skills which shall be represented on the Corporation in order for it to operate effectively, and the desirability of a reasonable mix of experience, age, sex and ethnic origin among the members. The Corporation shall seek to ensure that all members are appointed on merit, in accordance with an open selection procedure carried out by the College’s Governance and Search Committee In the case of categories subject to election - college parent, staff and student members - the procedures detailed in Appendix 10 shall apply. The Governing Body shall be the appointing authority for all Corporation members and all appointments shall be made at full Corporation meetings. 3. Responsibilities of Members These are as set out in Section 3 of the Articles of Government and in the Code of Conduct adopted by the Corporation. In accepting appointment to the Corporation, Members are deemed to subscribe to and accept the principles of the Code as set out in Appendix 11. 4. Governors’ Attendance If the Corporation is satisfied that any member has been absent from Corporation meetings for a period of six months, the Clerk shall ascertain whether that member has attended Committee meetings or made other visits to the College over that period of time. In addition, the Clerk shall take note of any particular circumstances through which the member has sought the Corporation’s permission to be absent. The Clerk shall make this information available to the Governance and Search Committee who shall recommend whether or not that Governor shall continue as a member of the Corporation. 5. Terms of Office With the exception of the Principal and the Student Member, Members of the Corporation shall hold office for a period of 4 years, subject to the provisions of Section 10 of the Instrument of Government (termination of membership). Student Members shall hold office for one year. Normally no member of the Corporation shall serve more than two consecutive terms of four years each but any member wishing to serve a further term shall apply formally to the Governance and Search Committee at the appropriate time and shall be considered along with any other candidates. The terms of the College Parent Member shall be further subject to the conditions set out in Appendix 10. Candidates shall receive written confirmation of their term of office upon appointment. 6. Election of Chair of the Corporation Section 6(1) of the Instrument of Government shall apply. The name or names of those nominated as candidates shall be listed on the agenda for the relevant meeting. Each nomination shall have a proposer and seconder from the membership. The election shall take place at the beginning of the meeting and if contested shall be by ballot. The newly elected Chair shall then Chair the meeting. 7. Term of Office of Chair of the Corporation The period of office of the Chair shall be four years. Any Chair who has served for two consecutive terms cannot serve a further term without a break of at least a year. 8. Election of Vice-Chair of the Corporation Section 6 (1) of the Instrument of Government shall apply. The name or names of those nominated as candidates shall be listed on the agenda for the relevant meeting. Each nomination shall have a proposer and seconder from the membership. The election shall take place at the beginning of the meeting and if contested shall be by ballot. 9. Term of Office of Vice-Chair The period of office of the Vice-Chair shall be four years. Any Vice-Chair who has served for two consecutive terms cannot serve a further term without a break of at least a year. 10. Clerk to the Corporation The Corporation shall appoint a person to serve as Clerk to the Corporation. The Clerk shall be directly responsible to the Corporation in respect of the duties of the role. The job description of the Clerk is at Appendix 15. 11. Committees, Panels and Working Groups In accordance with the requirements of the Articles of Government and with the needs of its business, the Corporation has established the Committees/Working Groups listed below. Their terms of reference are included at the Appendices indicated. Audit Committee(1) Governance and Search Committee(2) Remuneration Committee(3) Finance and General Purposes Committee(4) Employment Committee(5) Curriculum, Quality and Standards Committee(6) Student Liaison Committee(7) College Development Working Group (8) Student Appeals Committee (9) The Corporation shall approve the membership, Chairmanship and terms of reference of each Committee/Working Group. In the case of the appointment of senior postholders, the Corporation shall appoint a Selection Panel as required under Section 12 of the Articles of Government. In the case of the possible dismissal of a member of senior staff, the Corporation shall proceed in accordance with Section 17 of the Articles of Government. In the case of a student appealing against any finding made against him/her at a College Disciplinary Panel, the Corporation shall proceed in accordance with the procedures for the Student Appeals Committee of the Governing Body set out in Appendix 9. 12. Meetings Meetings of the Corporation and its committees shall take place as often as is necessary for the efficient management of the College and in the case of the Corporation not less than once a term. 13. Special Meetings A Special Meeting of the Corporation shall be held if requested in writing by any five members of the Corporation or by the Chair. The nature of the business shall be specified when the request is made. The Clerk shall be responsible for calling the meeting at a time to be decided by the Chair who may decide whether in the circumstances pertaining the ruling concerning length of notice must be complied with. The nature of the business to be transacted shall be set out in the Agenda together with Apologies for Absence. Normal rules concerning quoracy, Chair and the taking and distribution of the Minutes shall apply. 14. Access to Meetings Access to meetings of the Corporation or any of its Committees shall be at the discretion of the Chair concerned, to whom any request shall be addressed in writing at least seven working days before the date of the meeting concerned. At the start of the meeting the Chair shall ask the members present for their views and if they are in agreement the person concerned shall be invited to join the meeting. If it has been agreed beforehand that the individual concerned is to join in the discussion of a particular item on the Agenda, s/he shall do so as indicated by the Chair. Otherwise the visitor shall observe the proceedings but not take any part in them unless specifically invited to do so by the Chair. 15. Quorum A meeting of the Corporation shall be quorate when a total of nine Members is present. If in the course of a meeting, the number of Members present ceases to constitute a quorum, the meeting shall be terminated. The quorum for Corporation Committees shall be as indicated in their Terms of Reference. 16. Resolutions A resolution, being any formal decision by the Corporation, shall not be overturned or varied at any meeting unless the subject has formed a substantive item on the Agenda with a proposal to vary or rescind a resolution indicated. 17. Voting Voting at meetings of the Corporation and its Committees shall be in accordance with Section 14 of the Instrument of Government. If there is a clear expression of dissent in the meeting, if the matter under discussion is of particular significance, or if a member of the Corporation specifically requests it, the Chair shall call for a vote via a show of hands. In the case of an equality of votes the Chair shall exercise a casting vote. The outcome of the vote shall be recorded in the Minutes of the Meeting. A dissenting member shall have the right to have his or her disagreement recorded in the minutes. At the discretion of the Chair, a secret ballot may on certain occasions be substituted but this shall not be the normal method of proceeding. 18. Conduct of Debate
The meeting Chair shall introduce the item. He/she will either lead the discussion or invite a speaker-member to lead the item. The Chair shall refer to any supporting papers and shall propose resolutions or actions as appropriate. Questions and comments will then go through the Chair to create an open forum for discussion. The Chair or members of the Board may seek guidance from the Clerk wherever they feel that guidance is needed; the Clerk shall offer guidance to the Chair wherever he/she believes this is necessary. 19. Agendas, Minutes and Papers of the Corporation and its Committees The agenda for meetings of the Corporation shall be drawn up by the Clerk in consultation with the Principal and the Chairman or Vice Chairman. It should indicate whether items are for approval, discussion or information and where appropriate, who will present the item. Notice of a meeting together with an Agenda setting out the matters to be discussed shall be dispatched by the Clerk seven clear days before the date of the meeting. As far as possible, supporting papers shall be sent with the agenda. The Corporation recognises that circumstances may prevent the distribution of certain papers at the same time as the agenda. However, the late distribution or tabling of papers impairs the proper conduct of the Corporation’s business and disrupts the flow of meetings. It should be avoided wherever possible. Any member of the Corporation requiring that an item be included on the Agenda shall deliver a request to the Clerk in writing at least three days before the minimum time for despatch given above. Draft minutes of meetings shall be prepared by the Clerk and circulated to Members when agreed by the Chairman and the Principal. The Clerk may consult with other senior members of the College staff who were present at the meetings to ensure the accuracy of the minutes. Agendas, draft minutes and other papers relating to meetings of the Corporation and its committees shall be deposited in the College Library as soon as may be and made available to staff and the public on application to the Library staff during Library opening hours. Any corrections to minutes shall be recorded at the subsequent meeting. Signed copies of the minutes shall be held in the Clerk’s office and be available on application to the Clerk during office hours. Copies of non-confidential minutes shall be placed on the Corporation website. The minutes of Committee meetings shall be circulated to all Corporation members with the agenda for the following Corporation meeting. 20. Policy for dealing with Any Other Business Agendas relating to meetings of the Corporation shall routinely include ‘Any Other Business previously notified to the Chairman.’ Members intending to raise matters of Any Other Business should notify the Chairman two working days ahead of the Corporation meeting. The Chairman will, at the start of the meeting, notify members of any such items to be considered. 21. Confidentiality of Proceedings of the Corporation and Committees Any matter which, by reason of its nature, the Corporation or the Committee concerned is satisfied shall be dealt with on a confidential basis shall have restricted access as determined by the Corporation or Committee. The same restriction shall affect any later discussion of the minutes. Minutes of proceedings regarded as confidential shall be recorded separately. The Clerk to the Corporation shall review confidential minutes prior to the preparation of the papers for the meeting at which the confidential minutes would be approved. In consultation with the Chairman of the Corporation or relevant Committee, a decision will be made regarding the criteria for maintaining confidentiality of the minutes. The College’s Freedom of Information Policy is at Appendix 14. 22. Chair’s Action Chair’s Action shall only be taken on important issues in cases where it is not possible for a formal meeting to be set up within the necessary timescales and where the individual is confident of obtaining retrospective approval. In normal circumstances and where finance is involved, the Chair shall be expected to consult the Chair of the Finance and General Purposes Committee ahead of taking a decision. 23. Register of Interests and Policy for the Receipt of Hospitality and Gifts A register declaring the relevant interests of members shall be held by the Clerk and shall be available should any member of the public wish to inspect it. The circumstances under which such a declaration shall be made by a Corporation member are detailed in Section 11 of the Instrument of Government and in the Code of Conduct adopted by the Corporation. Members are also asked to declare whether they have received any hospitality or gifts arising from their membership of the Corporation. A sample register sheet is at Appendix 12. 24. Whistleblowing Policy The Corporation wishes to promote throughout the College the same principles of openness and integrity which form the Code of Conduct. It has, therefore, adopted a policy which allows employees to draw attention to malpractice, and to protect such employees against victimisation. Full details are at Appendix 13. 25. Expenses Payment of travelling expenses for Corporation members shall be at standard College rates and may be made where such expenditure is in excess of that normally incurred as a result of the individual’s employment. 26. Governor Liability a) The Learning and Skills Act 2000 contains a clause covering liability of FE governors as non-executive directors. It is the case that the Corporation is a corporate body created by an Act of Parliament with its own legal status and powers to enter into contracts and employ staff. Governors are members of the statutory corporation and, in principle, cannot be individually liable for the debts of the statutory body. As long as members ensure that they exercise a duty of skill and care, and act reasonably, honestly and prudently, in good faith in the interests of the Corporation, individuals should not be held personally liable. b) As a further precaution the Collage has taken out liability insurance for Governors in respect of any claim against them of an actual or alleged breach of contract or wrongful act to a limit of indemnity of £1m. c) Governors are also included in the College’s travel/personal accident insurance for incidents arising whilst on College activities. 27. The Clerk’s Responsibilities Where Governors Act Beyond Their Powers The Financial Memorandum requires each Corporation to specify procedures it would expect the Clerk to follow if he/she believed that the Corporation or any of its members were seeking to act beyond their powers. In such circumstances, the Corporation of Richmond upon “There may be occasions when the Clerk feels that his/her advice is being disregarded or overruled, and because of this the proper conduct of the Corporation is being put at risk. The Clerk should make every effort to resolve the matter through the avenues open to him/her within the College. The Clerk may take some or all of the following steps:
If no action results from the preceding sequence of actions and if the grounds for concern still present a threat to the proper governance of the College in his/her judgement, the Clerk is authorised to refer the matter to the LSC, and inform the Chairman and the Principal that this has been done. The Corporation adopts the advice in the Financial Memorandum that action within the above specified procedures should not provide grounds for disciplinary action or dismissal of the Clerk”. |
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