Governing Board Terms of Reference Policy

PURPOSE

This policy outlines the functions and responsibilities of Leadership Institute’s (LI) Governing Board and its standing committees.

SCOPE

Whole Institute

PRINCIPLES

GOVERNING BOARD

Governing authority in at LI is vested in Governing Board and its standing committees and boards. It is implemented by officers of the Institute through its various departments and committees. Governing Board is responsible for:

• effective implementation of the LI Strategic Plan;

• management of academic, financial, and reputational risks to deliver high quality academic outcomes and ensure long term organisational sustainability;

• accountability of the Institute to students, governments, employers, and other stakeholders;

• conferral of higher education degrees;

• ensuring appropriate responses to changing internal and external operating environments;

• ensuring that legislative and regulatory requirements are met.

Governing Board standing committees are:

• Academic Board;

• Risk Management Committee;

• Finance and Budget Committee.

Membership

Membership of Governing Board includes:

• Chair of Governing Board (ex officio);

• President (ex officio);

• Chair of Academic Board (ex officio);

• one person elective by Governing Board members with financial expertise;

• one person elected by Governing Board with legal expertise;

• one person elected by Governing Board with higher education expertise;

• one person elected by Governing Board who represents the welfare of students;

• one person elected by Governing Board who represents the welfare of staff.

Deputy Chair

The Governing Board Chair may appoint a Deputy Chair to support the Chair where necessary in fulfilling duties that need to be addressed. This includes acting for the Chair when the Chair is absent or otherwise indisposed. Under normal circumstances, the Deputy Chair acts as an ordinary Governing Board member.

STANDING COMMITTEES

Terms of Office

• appointed members of Governing Board Standing Committees have terms of office for the duration of their current term as a Governing Board member or until Governing Board has considered and approved revised memberships of Governing Board Standing Committees.

• other members of the Standing Committee are appointed based on a three-year term, renewable at the discretion of Governing Board.

• casual vacancies may be filled by Governing Board and serve only the remaining period of the member they replace.

Chair of Standing Committees

The Chair of each Governing Board Standing Committee is responsible for providing leadership to the Committee and ensuring that the Committee fulfils the responsibilities it has been given. The Chair’s responsibilities include the dissemination of proper information and agenda and minutes to Committee members, the coordination of the follow up of actions or resolutions of the Committee, and the induction and development of new Committee members.

Authority of Standing Committees

The Standing Committees of Governing Board are authorised to review or investigate any aspect of the Institute operation, within the defined responsibilities of the Committee, and obtain, with the approval of Governing Board, any independent legal or professional advice required.

Quorum and Conduct of Meeting

At any meeting of the Standing Committee 50% of members forms a quorum. If a quorum is not present the meeting will lapse. In such cases the Chair may consider business that was to be addressed at that meeting. Any proposed actions or recommendations of the Chair are to be forwarded to all members the Standing Committee for their consideration and possible endorsement via flying minute.

Agenda

The agenda for each meeting is prepared by the Standing Committee Secretary, in consultation with the Chair, and provided to members of the Committee on a timely basis in advance of the meeting. Items on the agenda will be supported by written papers, as required.

Minutes of Meetings

All members will receive a copy of meeting minutes. The Chair will table the minutes to Governing Board.

Frequency of Meetings

Governing Board Standing Committees meet at least four times per year.

Secretaries

Standing Committee secretaries are appointed by Governing Board.

Attendance by Institute staff members

Governing Board Standing Committees may invite any staff member of LI to attend meetings and may refer matters deemed to require attention direct to the appropriate staff member.

RISK MANAGEMENT COMMITTEE

The LI Risk Management Committee (RMC) monitors and advises Governing Board on key risks relating to the sustainability of the Institute. RMC largely undertakes this role through the identification, evaluation and monitoring of risks that threaten the achievement of the Goals within the LI Strategic Plan. RMC is responsible for:

• overseeing the LI risk management framework for identifying, monitoring and managing significant risks that threaten achievement of the Institute’s goals;

• ensuring that a register of major risks and their controls is established, maintained and monitored;

• advising Governing Board in a timely manner on anticipated risks that could materially affect the reputation and/or operation of the Institute;

• identifying and recommending a strategy to manage material risks and monitor operation of the risk management strategy;

• reporting to Governing Board regarding risks being actively managed, and the appropriate strategies being in place and working effectively;

• reviewing and advising on risk matters raised by the Governing Boards and its committees.

Membership

Membership of RMC includes:

• up to two members of Governing Board nominated by the Board, one of whom must have expertise in risk management;

• one external non-Board member may be appointed to RMC by Governing Board in the absence of a Governing Board member with risk management expertise;

• President (ex officio).

• Vice President Academic or delegated representative (ex officio)

Appointment of Chair

The Chair is appointed by Governing Board from those Board members nominated to RMC. The term of office is three years with a possible reappointment based on performance.

FINANCE AND BUDGET COMMITTEE

The Leaders Institute Finance and Budget Committee (FBC) monitor and advises Governing Board on issues relating to the financial performance and sustainability of the Institute. FBC is responsible for:

• reviewing and recommending the annual budget for approval by Governing Board;

• ensuring that the budget plan is clearly linked to LI’s Strategic and Business Plans;

• ensuring that Governing Board receives regular financial reports showing income and existing and future expenditure against budget allocations and a report on reserve funds;

• ensuring that accounting procedures are in accordance with current accounting rules and best practice;

• ensuring that LI has well documented financial systems and procedures, which are kept up to date;

• ensuring that any amendment to existing financial policy is approved by Governing Board;

• reviewing the annual accounts of the organisation, results of audits and management response to issues identified by audit activities.

Membership

Membership of FBC includes:

• Finance Manager or equivalent (ex officio).

• President (ex officio);

• two members of Governing Board, one of whom must have financial expertise;

• one external non-Board member may be appointed to RMC by Governing Board in the absence of a Governing Board member with financial expertise.

PROCEDURES

Appointment of Governing Board Officers

Governing Board nominates and appoints the Governing Board Chair, Standing Committee Chairs, Standing Committee members and Governing Board Secretary.

Appointment of the President

If there is a vacancy in the office of LI President, Governing Board appoints a new President.

Reappointment of Chairs of Standing Committees

No later than six months before the expiration of the term of a Chair of a Standing Committee, the Secretary of Governing Board informs members of Governing Board of the impending expiration of term, outlines the procedures governing the reappointment of a Chair, and invites members of Governing Board to comment on the prospect of the Chair serving for another term. Governing Board, without the incumbent Chair involved, assesses in confidence the comments received from members of Governing Board and approves or disapproves the reappointment.