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Governance Framework

1. The Corporation

A Legal Body

A corporation is a legal term describing a number of people united and consolidated together so as to be considered as one person in law, in perpetuity, with its existence constantly being maintained by a succession of new individuals as others retire or are removed. The individuals making up the Corporation are not Governors as in a school, but are properly referred to as ‘Members’.

Establishment

The Corporation is the governing body of the College and was established as an independent Further Education Corporation on the 1st April 1992 under the Provisions of the Further and Higher Education Act 1992. The Act sets out the powers of the Corporation to govern and its principle powers are to provide further and higher education and supply goods and services in connection with its provision of education.

Operational Basis and Responsibility

The Corporation’s Instrument and Articles of Government 2008 (recently amended to reflect the changes in the funding of further education colleges and which can be found on the governance web page), provide the legal basis on which the Corporation operates. The Instrument provides for the constitution of the Corporation and the Articles establish how the Corporation and the College are to be conducted.

The Articles prescribe the main responsibilities of the Corporation and these are to:

  1. determine and review the educational character and mission of the College and have oversight of its activities;
  2. approve the College quality strategy;
  3. ensure the effective and efficient use of resources, the solvency of the College and to safeguard its assets;
  4. approve the annual estimates of income and expenditure;
  5. determine the pay and conditions of senior post-holders and the Clerk to the Corporation;
  6. set a framework for the pay and conditions of service of all other staff.

In general terms, the Corporation is responsible for strategy, direction and policy, while the Principal makes proposals, and implements the Board’s strategies and policies. The Corporation operates within a model of collective decision-making; only a quorate meeting may decide an issue and while Members can record their views, dissenting Members must adhere to the decision of the majority. Postal votes and mandates are not permitted. Some duties may be delegated either to individual members, Committees or to the Principal, while other duties are non-delegable.

Standing Orders

The Corporation has established its own internal rules and procedures, the Standing Orders. These determine how business of the Corporation is conducted and includes rules covering:

  • membership
  • quorum
  • holding and organisation of meetings
  • appointment of the chair/vice chair
  • procedure for drawing up the agenda
  • work of committees or task groups

The Standing Orders must adhere to the Instrument and Articles of Government and other regulations. The Standing Orders can be found on the governance web page.

Openness of Decision Making

The Corporation believes that its business is open to public scrutiny and, with the exception of those items of business which are deemed to be confidential as defined within the Instrument of Government, (for example the pay and remuneration of an individual, or contract negotiations for major developments), its policy is that the issues and deliberations of Corporation meetings should be freely available.

Whilst entitlement to attend meetings is defined within the Corporation’s Standing Orders, papers and minutes of the Corporation are published in accordance with specific arrangements and, with the exception of those items specifically designated as confidential, all papers and minutes are available for public scrutiny.  These are available in the College’s Library at the Nuneaton Campus and from the Clerk to the Corporation. Minutes of Board and Committee meetings are also available on the governance web page.

Structure

The Corporation has determined that it will operate through a minimalist structure headed by the Board of Corporation, which includes the establishment of a small number of Committees dealing with specific, detailed aspects of the Corporation’s business. Those Committees are:

  • the Remuneration Committee;
  • the Audit Committee (statutory committee);
  • the Search Committee (statutory committee);
  • Task and Finish Groups.

All Committees and Task and Finish Groups operate to approved terms of reference and specified membership. Members are asked to serve on at least one Committee and are invited to join Task and Finish Groups as they are established, in an area which makes best use of their interests and skills.

2. The Audit Committee

The Audit Committee advises the Board on matters relating to the College's audit arrangements, the system of internal controls and appointment of auditors. The Committee's annual report is part of the system of assurance for the College's end-of-year evaluation, and is presented to the Board. The Committee is a statutory Committee, established under the terms of the Instrument and Articles of Government.

The Audit Committee constitution and meeting minutes are available on the governance web page.

3. The Search Committee

The Search Committee advises the Board on the appointment of Members and on any other matters relating to membership and appointment that the Board delegates to it. The Committee is a statutory Committee, established under the terms of the Instrument and Articles of Government.

The Search Committee constitution and meeting minutes are available on the governance web page.

4. The Remuneration Committee

The Remuneration Committee is responsible for determining the remuneration and conditions of service of the senior post holders of the College and the Clerk to the Corporation and reporting any recommendations and decisions to the Board. The establishment of the Committee was determined by the Corporation.

The Remuneration Committee constitution is available on the governance web page. As the Committee deals with the pay and conditions of specific members of staff, the Committee minutes remain confidential.

5. Task and Finish Groups

The Corporation has determined to establish, when necessary, working groups known as ‘task and finish groups’ for specific purposes and for limited periods.      In general, task and finish groups work with the Executive to help to develop proposals. These proposals may deal either with management issues, where the Principal wishes to use the group as a sounding board prior to taking action or may deal with matters outside of the Principal’s powers to act, where the issue would be remitted to the Board for decision.

Task and finish groups enable individual Members to contribute their expertise on specific topics, for a set period of time before the group is wound up once its task is completed and its recommendations have been brought back to the Board.

 


This article was last updated 19/09/2011