The Board has established the ... - Breast Cancer Now



Breast Cancer Care

Sub-committees of the Board of Trustees

COMMON TERMS OF REFERENCE

1. The Board of Trustees (“the Board”) has established the following Sub-committees to which it has delegated authority to exercise powers on behalf of the Board for certain functions, and in addition delegated responsibility to make recommendations to the Board for decision. The relevant functions are listed under the appropriate Sub-committee heading in Appendix A.

• The Finance and General Purposes Committee;

• The Audit and Assurance Committee;

• The Investment Committee;

• The Human Resources and Remuneration Committee; and

• The Governance and Nominations Committee.

2. In accordance with Article 9.2 of the Articles of Association, the Board may add to, remove or amend any or all of those functions at any time.

3. With the exception of the Human Resources and Remuneration Committee, meetings of all Sub-committees are open to all Trustees to attend, whether or not they may sit as members of that Sub-committee.

4. Other than those members of staff specified under the appropriate Sub-committee heading in Appendix A, each Sub-committee may from time to time require members of the Senior Management Team or other members of staff of Breast Cancer Care to attend meetings of the Sub-committee in relation to specific items of business.

5. Each Sub-committee shall have the power to co-opt non-Trustees to serve as members of the Sub-Committee, provided that:-

5.1 such co-optees would not otherwise be excluded from serving as the Director of a Company under the terms of the Companies Acts; and

5.2 such co-optees are not employed by Breast Cancer Care; and

5.3 the names of all such co-optees are submitted to and approved by the Board of Trustees following the meeting of the Committee at which the co-option took place. Such approval may be granted by email, telephone call or other means of communication.

6. The Chair of each Sub-committee shall be a Trustee appointed by the Board on the recommendation of the Chair of the Board. In their absence, the Sub-committee shall appoint one of the Trustee members present to act as Chair. The exception shall be the Chair of the Audit and Assurance Committee, who shall be appointed following an open interview and selection process conducted in a manner to be specified by the Board.

7. The Secretary of each Sub-committee shall generally be the Executive Assistant, Chief Executive’s Office, or his/her nominee.

8. The quorum necessary for the transaction of business shall be three Trustees who are members of each Sub-committee. The Chair of the Audit and Assurance Committee shall be counted as part of the quorum for that Sub-committee.

9. A duly convened meeting of the Sub-committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in, or exercisable by, the Sub-committee.

10. Dates for all Sub-committee meetings (“the Meetings Calendar”) shall be agreed with the Chair of each Sub-committee and published by the Chief Executive’s Office, at the beginning of each calendar year. The Chief Executive’s Office will update the Meetings Calendar as and when necessary.

11. Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed and supporting papers, shall be forwarded to each member of the Sub-committee and any other person required to attend, usually no later than 4 (four) working days before the date of the meeting. In such cases, the agenda and supporting papers will generally be distributed by email. The agenda shall be copied to other Board members and supporting papers shall be available to them on the trustee only area of the Breast Cancer Care intranet. Special conditions pertaining to confidentiality issues apply to the Human Resources and Remuneration Committee; these are set out in Appendix A.

12. Meetings of each Sub-committee shall be conducted in accordance with the provisions of the Breast Cancer Care Articles of Association governing the proceedings of directors.

13. The Secretary shall minute the proceedings and resolutions of meetings of the Sub-committee, including recording the names of those present and in attendance. Relevant action points will be circulated by email not more than 2 (two) working days after the meeting. Except in the case of the Human Resources and Remuneration Committee, minutes of Sub-committee meetings shall be circulated promptly to all members of that Sub-committee and, once agreed, to all members of the Board; additionally the minutes of the each Sub-committee will be made available on the trustee only area of the Breast Cancer Care intranet.

14. The Chair of each Sub-committee shall report to the Board at each of its meetings on such matters as may not have been referred to in the minutes, or on any other matters to which it is felt that the Board’s attention should be drawn. The Chair of each Sub-committee may also be required to respond to questions from the Board on the business conducted at meetings of their Sub-committee. The agenda for every meeting of the Board shall contain a standing item to this effect. With the exception of the Annual General Meeting, the Chair of the Audit and Assurance Committee shall not generally attend Board meetings.

15. At least once annually, each Sub-committee shall prepare and submit a work plan for consideration by the Board which will generally contain a schedule of meetings for the year listing key issues to be discussed at them.

16. Formal recommendations made by each Sub-committee shall be included in the Sub-committee Chair’s report to the Board of Trustees and will be voted upon in the manner of any resolution laid before the Board of Trustees.

17. The Board may at any time review its Sub-committees and may either establish new Sub-committees, or vary the functions of, or wind up any Sub-committees, to assist it in fulfilling its responsibilities.

18. Appendix A to this document contains individual terms of reference for sub-committees of the Board.

19. The Levels of Authority[1] document, which is periodically reviewed by the Finance & General Purposes Committee, is available from the intranet or from the Chief Executive’s Office.

Breast Cancer Care

Sub-committees of the Board of Trustees

INDIVIDUAL TERMS OF REFERENCE

THE FINANCE & GENERAL PURPOSES COMMITTEE

1. Purpose

The Committee shall act on behalf of the Board of Trustees to carry out, although not exclusively, the following functions:-

1.1 to oversee organisational financial and strategic planning and make recommendations to the Board of Trustees accordingly;

1.2 to safeguard organisational assets;

1.3 to monitor that funds are adequate and available for the strategic plan;

1.4 to anticipate financial problems;

1.5 to ensure that accurate and complete records of financial, legal and other matters are kept;

1.6 to ensure that the Board of Trustees receives accurate and timely financial reports;

1.7 to facilitate all Board members to understand financial statements as well as the general financial situation of the organisation;

1.8 to ensure that the financial reporting and compliance regulations are duly satisfied;

1.9 to oversee the development and review of policies as required;

1.10 to oversee the production of the annual Trustees’ Report;

1.11 to recommend an annual budget for approval by the Board of Trustees, and to consider and recommend variations from it in accordance with the Levels of Authority document[2] (Appendix B); and

1.12 from time to time, to review the activities and performance of the trading company (Breast Cancer Care Trading Limited).

2. Membership

The Committee shall be made up of: the Chair of the Board of Trustees ex officio, the Treasurer ex officio, and no fewer than 3 (three) additional Trustees nominated by the Board; and co-opted members. In attendance shall be the Chief Executive; the Director of Finance and Resources; and the Head of Finance.

3. Frequency of meetings

The Committee shall meet not more often than once every 2 (two) months, generally in months where a meeting of the Board of Trustees is not scheduled to take place.

4. Additional meetings

Additional meetings of the Committee may be called by the Secretary to the Committee at the request of the Chief Executive in consultation with the Chair of the Board of Trustees and the Treasurer.

THE AUDIT AND ASSURANCE COMMITTEE

1. Purpose

The Committee shall act on behalf of the Board of Trustees to carry out, although not exclusively, the following functions:-

1.1 to review the performance of the external auditor and from time to time and, if necessary, make recommendations to the Board of Trustees;

1.2 to fix the external auditor’s remuneration;

1.3 to review the audit report with the external auditor;

1.4 to ensure that appropriate internal financial controls are in place;

1.5 to consider and approve a programme of internal audit;

1.6 to help the Board of Trustees formulate and adopt a conflict of interest policy in accordance with sector good practice and the law and to keep it under review;

1.7 to ensure that the financial statements are accurate and contain such performance indicators that may be required by the Board of Trustees;

1.8 to ensure that there is compliance with all appropriate financial rules and regulations;

1.9 to ensure that the affairs in the organisation are conducted in an ethical manner, with due reference to such sector codes of conduct as may be applicable;

1.10 to ensure that the process for identifying, measuring and managing risk is appropriate and robust;

1.11 to review and make recommendations concerning insurance cover; and

1.12 to ensure that organisational performance is being measured and reported appropriately.

2. Within the audit and financial statements cycle, the Committee shall review:

2.1 the accounting policies applied,

2.2 the methods used to account for significant or unusual transactions,

2.3 relevant accounting standards,

2.4 any significant adjustments arising from the audit,

2.5 the auditor’s management letters including management responses, and

2.6 the audit representation letter (before consideration by the Board).

3. Membership

The Committee shall be made up of: a Chair, who shall not be a Trustee, appointed by the Board following an open interview and selection process; and no fewer than 3 (three) additional Trustees nominated by the Board; and co-opted members. Usually in attendance shall be the Treasurer ex officio, the Chief Executive, the Director of Finance and Resources and the Head of Finance.

4. Frequency of meetings

The Committee shall meet not less than 2 (two) times each year on dates to be determined by the Chair of the Committee in consultation with the Treasurer and the Director of Finance and Resources. Between meetings, urgent business may also be transacted by ‘phone and email at the instigation of the Chair of the Committee.

5. Authority

The committee is authorised:

5.1 to seek any information it requires from any staff members in order to perform its duties and all staff members are directed to co-operate with these requests and attend any meeting where the committee requests; and

5.2 to obtain external legal or other professional advice on any areas within its term of reference at Breast Cancer Care’s expense. 

6. Annual General Meeting

The Chair of the Committee shall attend the Annual General Meeting of Breast Cancer Care in order to respond to questions on the Committee’s activities throughout the year.

7. Whistle-blowing & Fraud

The Committee shall review Breast Cancer Care’s arrangements for its employees to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters. The Committee shall ensure that these arrangements allow proportionate and independent investigation of such matters and appropriate follow-up action. The Committee shall review Breast Cancer Care’s arrangements for detecting fraud and ensure that arrangements are in place to investigate any such matters independently.

THE INVESTMENT COMMITTEE

1. Purpose

The Committee shall act on behalf of the Board of Trustees to carry out, although not exclusively, the following functions:-

1.1 to draft investment policies for approval by the Board;

1.2 to engage a professional Investment Manager or Managers, fix their remuneration, review their performance and, if necessary, make recommendations to the Board;

1.3 to set performance goals for the investment portfolio and monitor its performance regularly;

1.4 to follow closely the markets and their development;

1.5 to ensure proper compliance with current and new regulations and all investment-related rules;

1.6 to engage in contingency planning for unforeseen situations affecting invested assets to minimise risk to the organisation’s investments; and

1.7 to consider all investment concerns from an ethical and morally responsible standpoint in accordance with the ethos of Breast Cancer Care.

2. Membership

The Committee shall consist of no fewer than 3 (three) Trustees nominated by the Board; the Treasurer ex officio; and co-opted members. In attendance shall be the Chief Executive; the Director of Finance and Resources; and, when required, the Head of Finance.

3. Frequency of meetings

The Committee shall meet 2 (two) times each year, on dates to be determined by the Chair of the Committee in consultation with the Treasurer and the Director of Finance and Resources. Between meetings, urgent business may also be transacted by ‘phone and email at the instigation of the Chair of the Committee.

THE GOVERNANCE & NOMINATIONS COMMITTEE

1. Purpose

The Committee shall act on behalf of the Board of Trustees to carry out, although not exclusively, the following functions:-

1.1 to manage the recruitment and nomination processes for both Chair and Trustees, ensuring the right mix of skills on the Board;

1.2 to make recommendations to the Board on the appointments of both Chair and Trustees;

1.3 to ensure an effective induction, probationary and appraisal process for Trustees and Chair;

1.4 to ensure a ‘whole Board’ review and appraisal process to promote Board development and good practice;

1.5 to ensure the training needs of the Chair and Trustees are met;

1.6 to consider and resolve disputes between or complaints against trustees; and

1.7 periodically to review the governance arrangements, including the number and terms of reference of all Committees, to ensure their fitness for purpose and to make recommendations to the Board in this regard.

2. Membership

The Committee shall be made up of the Vice Chair ex officio; and no fewer than 3 (three) Trustees nominated by the Board; and co-opted members. In attendance shall be the Chief Executive.

3. Frequency of meetings

The Committee shall meet not less than once each year on a date or dates to be determined by the Chair of the Committee in consultation with the Chief Executive’s Office. Between meetings, urgent business may also be transacted by ‘phone and email at the instigation of the Chair of the Committee.

THE HUMAN RESOURCES & REMUNERATION COMMITTEE

1. Purpose

The Committee shall act on behalf of the Board of Trustees to carry out, although not exclusively, the following functions:-

1.1 to ensure the provision of a supportive, inclusive and enabling environment for staff and volunteers;

1.2 to provide oversight of human resources policies, ensuring that Breast Cancer Care meets all legal requirements and complies with best practice, delegating to the Chief Executive and Senior Management Team where appropriate;

1.3 to ensure a process is in place for reviewing and setting an appropriate remuneration package for the Chief Executive and Senior Management Team; and

1.4 to act on behalf of the Board of Trustees on any urgent matter relating to human resources.

2. Membership

The Committee shall consist of: no fewer than 3 (three) Trustees nominated by the Board; and co-opted members. In attendance shall be the Chief Executive (other than where the Committee so determines in order to consider remuneration); and the Assistant Director (Human Resources).

3. Frequency of meetings

The Committee shall meet not less than once each year, on a date or dates to be determined by the Chair of the Committee in consultation with the Chief Executive’s Office.

4. Agendas, minutes & other papers

The agenda, minutes and other papers shall generally be made available in the manner outlined in clause 13 of the Common Terms of Reference above. However, information about individual members of staff of a sensitive nature will not be circulated, although it can be made available to Trustees on request.

5. Reporting responsibilities

The Chair of the Committee shall report to the Board in the manner outlined in clause 14 of the Common Terms of Reference above. Information about individual members of staff of a sensitive nature will, however, generally only be reported as a reserved item of Board business.

ENDS

-----------------------

[1] Previously referred to as the ‘Scheme of Delegation’.

[2] See note 1 above.

................
................

In order to avoid copyright disputes, this page is only a partial summary.

Google Online Preview   Download