Governance Charter

Albion Business School is a registered charitable enterprise (Charity number: 1195048 ) in the UK.  Albion Business School provides cost effective, high quality, UK university business and entrepreneurship education in developing regions around the globe. The School’s objects, powers and framework of governance are set out in this Governance Charter and support the Charity’s Constitution and Articles of Association. These are complemented by delegation schedules (Albion Business School access only) which set out where decisions are made.

Albion Business School is governed by the Board of Trustees (BOT).  In the interest of operating effectively, and to high corporate governance standards, the BOT has adopted the Code of Governance published by the Committee of University Chairs. This is known as the CUC Code. 

Albion has prepared a Governance Charter, based on the CUC Higher Education Code of Governance, to facilitate adequate and effective management and governance arrangements in the following ways:

1. Accountability: The Governance Charter is explicit in stating that the BOT is ultimately accountable for all matters relating to the company’s operations. Its functions will include ensuring compliance with the regulatory requirements. The BOT will also oversee and approve the strategic direction, including facilitating annual strategic planning workshops, where BOT members including the Chair of the Academic Board (AB), the Senior Executive with senior management provide input into and review of the School’s Strategic Plan.

Members of the BOT will be required by the Governance Charter to disclose any conflict of interests. The functions and accountabilities of Senior Executive are also set out in the Governance Charter to ensure there is a clear separation of roles and responsibilities between the BOT and Senior Executive.

2. Sustainability: The BOT’s roles and responsibilities are comprehensively specified in the Governance Charter, and includes matters of sustainability, such as monitoring the financial key performance indicators of Albion. The BOT will also oversee and annually review risk management plans and risk assessments with advice from the Audit and Risk Committee.

3. Reputation: Through the requirement in the Governance Charter to disclose any conflicts of interests, the BOT will act impartially and in the interest of Albion, and thereby ensure collective decision making will not be influenced by personal interests and views.

4. Equality, inclusivity and diversity: One of the BOT’s responsibilities, as specified in the Governance Charter, is to engage an independent expert to review and report on Albion’s approach to equality, inclusivity and diversity. The BOT will operate under the principle of social inclusion and diversity and its composition will be reviewed for such things as diversity and composition as well as its size and skills mix. The BOT will take responsibility for the School’s Access and Participation Plan.

5. Effectiveness: Every three years the BOT will seek independent expert input into a review of its effectiveness. Similar reviews will be undertaken for the BOT‘s sub-committees and the sub- committees of the AB. Reviews will gauge the effectiveness of each board and committee against their Terms of Reference.

The BOT may revise its governance structure, the Terms of Reference or processes in light of any recommendations for improvement. In reviewing its own performance, the BOT will reflect on the performance of the School as a whole in meeting both long-term strategic objectives and short-term key performance indicators.

The BOT will also consider its effectiveness in discharging its responsibilities through regular reviews of the School’s overall performance. Reviews of the BOT’s performance will take into account the views of the Academic Board and shall be reported upon appropriately within the School and externally.

6. Engagement: Stakeholder, client, staff and student satisfactions are key performance indicators that the BOT will monitor and benchmark under the Governance Charter.

Principles

The Board of Trustees recognises that there are clear distinctions between governance and management. However, an overriding aim of both governance and  management in the Albion Business School is the preservation of academic freedom within the law, combined with academic responsibility. 

With the above in mind, the BOT operates under the following general principles: Composition of the BOT

• The BOT is committed to principles of social inclusion and diversity and will incorporate such principles into its membership, policies and procedures.
• The BOT will have an appropriate mix of skills and experience to enable it to carry out its duties effectively.
• Composition of the BOT will be regularly reviewed (by the Nominations Committee) to ensure:
  • the BOT undertakes its oversight functions effectively and in accordance with relevant legislation, regulations and standards
  • the BOT meet best practice principles associated with corporate governance more generally, and
  • the size, composition, diversity, skills mix and the terms of office of its Directors remain appropriate for the nature, scale and complexity of the Company.

Fit and proper persons

• The BOT will at all times ensure that all Trustees, Directors, members of committees and the Senior Executive and other employees of the School with senior management responsibilities, and any other individuals exercising control or significant influence over the School, are fit and proper persons by completing a fit and proper person’s declaration.
• A fit and proper person is a person who:
  • is of good character
  • has the qualifications, competence, skills and experience necessary for their role
  • is able by reason of their health, after reasonable adjustments are made, to perform properly the tasks of the office or position for which they are appointed, and
  • has not been responsible for, been privy to, contributed to or facilitated any serious misconduct or mismanagement (whether unlawful or not) in their employment or in the conduct of any entity with which they are or have been associated.
• In accordance with guidance from the Office for Students, the BOT will consider the following to be indicators that a person may not be a fit and proper person:
  • disqualification from acting as a company director, or from acting as a charity trustee, as set out in the Company Directors Disqualification Act 1986 or the Charities Act 2011
  • conviction of a criminal offence anywhere in the world subject of any adverse finding in civil proceedings, where relevant, including, but not limited to bankruptcy or equivalent proceedings (in the last three years)
  • subject of any adverse findings in any disciplinary proceedings by any regulatory authorities or professional bodies involvement in any abuse of the tax system involvement with any entity that has been refused registration to carry out a trade or has had that registration terminated
  • involvement in a business that has gone into insolvency, liquidation or administration while the person has been connected with that organisation or within one year of that connection
  • dismissal from a position of trust or similar involvement with a higher education provider that has had its registration refused or revoked by the OfS or has had similar action taken against it by another regulator (this includes, but is not limited to, serving on a board/governing body, having voting rights, being a significant shareholder/owner, serving in a senior position, etc.)

Delegations

• The BOT may delegate any of its powers, other than those reserved to itself as set below, or as required by law, to a committee or position

Term of Office

• A director will remain in their position until they have completed the term of office in their letter of appointment.

Governance Structure

The Albion Business School Governance Structure is provided in Figure 1 below.

Figure 1: Albion Business School Governance Structure

Reviews of the Effectiveness of Governance

After the first two years and then every three years thereafter, the BOT will conduct an evaluation of the effectiveness of its performance and the performance of its sub-committees against their terms of reference.

The objective of this evaluation is to ensure best practice corporate governance to Albion (and evaluate whether it is complying with its Regulatory Framework including the public interest governance principles required by the OfS). Reviews may be:

• qualitative, quantitative or a mixture of both
• formal or informal
• concentrated on reviewing the Board as a whole or Directors individually
• self-administered, administered by the Chair/fellow Directors or administered by an independent expert, or
• focussed internally on the Directors or involve the wider BOTy of corporate stakeholders including, but not limited to, customers, suppliers, employees and the community.

Review findings will be tabled at the first meeting after the review occurs. The Chair will oversee the implementation of agreed recommendations from any reviews.

Review of this Governance Charter

The BOT will review this Governance Charter on an annual basis and make such changes as are appropriate for BOT Endorsement.