Governance & Finance Committee Terms of Reference

1. Purpose
The Governance & Finance Committee shall provide assistance to the Executive committee in fulfilling its responsibility to the Association, including its Members. It is also known as the senior management committee.
2. Functions
Governance
  • Developing and recommending to the Executive committee a set of governance principles, policies, standards, and practices that optimally support the charitable objectives.
  • Reviewing the governing documents on an annual basis and ensuring they comply with current legislation and for fit for purpose.
  • Taking a leadership role in shaping the governance of the Association.
  • Recruiting suitable executive committee  members;
  • Providing orientation and training programs for Executive committee members, and
  • Evaluating the performance of individual members and the board a whole.
Governance Policy Development
The Governance & Finance Committee will ensure that policies are created and periodically reviewed which define:
  • the roles and responsibilities of the board
  • conflict of interest procedures;
  • procedures for nomination, selection, and removal of directors.
Recruitment & Selection
The Governance & Finance Committee will ensure that:
  • the Executive committee does not fall below the number of directors required by the governing document;
  • directors appointed to the Executive committee understand and agree with the charitable objectives of the organization and the code of conduct for Executive committee members;
  • directors appointed to the board understand and agree to the time and participation requirements of Executive committee members;
  • elections and appointments to the board comply with governing documents and other legal requirements.
Education
The Governance Committee will ensure that directors are able to discuss, debate, and plan the following from a basis of knowledge:
  • the Association's charitable objectives, goals and aims;
  • the Association's budget and financial statements;
  • the roles, duties and responsibilities of the Executive Committee, sub-committees, individual directors, and the Chief Executive Officer.
Evaluation
The Governance & Finance Committee will ensure that the Executive Committee, its sub-committees, and its members are able to plan their activities with knowledge of the achievements, abilities, strengths, and limitations of current directors, staff, and volunteers.
Accountability
The Governance & Finance Committee is accountable to the Executive committee for the following tasks:
  • creation and annual review of a 3-5 year plan for board development based on the strategic plan and the annual board assessment;
  • annual assessment of the board's strengths and weaknesses;
  • ongoing recruitment of members who can augment the strengths and build on the weaknesses;
  • coaching and mentoring for directors to develop their own skills as Executive committee members;
  • monitoring the attendance and contribution of members;
  • drafting governance policies and budgets for Executive committee consideration and development
  • keeping records of recruitment history: names suggested, who approached, what happened;
  • producing and keeping current, documents needed for recruitment efforts.
Finance
The Governance & Finance Committee is accountable to the Executive committee for the following tasks:
  • Ensure that adequate records of the assets, liabilities, receipts and disbursements are being maintained. 
  • Review Incoming/Outgoing Resources and Reserves (Unrestricted and Restricted)
  • Review the performance of the Association's Investment funds, as reported by the Investment Consultant, and, as necessary and desirable and in accordance with the prescribed objectives, to make recommendations to the Executive committee regarding any changes to the benchmarks, asset mixes, risk characteristics, management objectives, investment consultant, etc. 
  • Ensure compliance with statutory requirements for external reporting, as applied by the Charity Commission and Companies House. 
  • Ensure compliance with H.M. Revenue & Customs V.A.T. requirements.
  • Review the Association's Risk Analysis policy.
  • Seek to maintain and improve the financial health of the Association. 
  • Liaise with other committees re income generation and expenditure.
General
  • Advise the Executive committee on such other matters, as it deems appropriate. 
3. Responsible to:
The main Executive committee
4. Composition 
  • The composition of the Committee is between 3 and 5 members. 
  • A majority of the members of the Committee must be members of the Executive committee
  • The members of the Committee will be: 
  • The Executive committee Chair (who will also chair this committee)
  • The Executive committee Vice Chair
  • The Executive committee Honorary Secretary
  • The Executive committee Honorary Treasurer
  • Chief Executive Officer
5. Appointment of Members and Chair 
  • The members of the Committee are appointed by the Executive committee chair and may be removed at any time by the Executive committee. They are generally appointed to the Committee for an anticipated term of 2 years. 
  • The Chair of the Committee may arrange for the Vice Chair to chair a meeting of the Committee which s/he is unable to attend. 
  • Members who are unable to attend a meeting may not appoint an alternate. 
6. Quorum 
A quorum for the Committee is half the members of the committee.
7. Notice of Meetings 
Meetings of the Committee are arranged by the Chair. 
Unless otherwise agreed by the Committee, notice of each meeting confirming:
  • the time and date;
  • the venue or electronic access arrangements;
  • the agenda of the main items to be discussed; are forwarded to each member of the Committee, and to any other person attending, at least 2 working days before the date of the meeting. Supporting papers are uploaded to the drop box and sent to other attendees as appropriate, at the same time or as soon as practicable.
8. Records of Meetings 
The Chair of the Committee is responsible for ensuring that brief notes are made of: 
  • the attendees at; 
  • the decisions made by; and 
  • the significant conclusions and action points arising from; the meetings and activities of the Committee. 
These are circulated to the other members of the Committee as soon as practicable, and subsequently presented to the Executive committee at the main meeting the following day.
9. Attendance at Meetings 
Only members of the Committee have the right to attend Committee meetings. However, other individuals such as other members of the Executive committee, the Chief Executive Officer, other members of staff and external parties may be invited to attend all or part of any meeting as and when appropriate.
 
May 2014
 
British International Studies Association
 
Email: office@bisa.ac.uk
Charity No:1151260
Company no: 8422260
Registered office: C/O Francis Grey Chartered accountants, Ty Madog, 32 Queens Road, Aberystwyth UK