Board of Directors Terms of Reference

Reporting Arrangements

The Board of Directors (BOD) is accountable to and reports to the Board of Trustees of the Charity.

Purpose and Scope

1. The BOD of Albion Business School (Albion) has been established to deal with matters associated with the development and management of the School’s academic portfolio.
2. These terms of reference set out the Board’s higher education responsibilities and operations. The BOD ensures that the School fulfils its responsibilities as detailed in its Vision, Mission and Values Statement in addition to ensuring that the School continues to meet its obligations and responsibilities as a higher education institution.
3. The BOD may delegate any of its powers, other than those required by law or has reserved to itself as set out above, to a committee or persons to assist with fulfilling its role.

Responsibilities

1. Ensure compliance with the Office of Student regulatory requirements and the Higher Education Code of Governance
2. The efficient administration of Albion
3. Deliver on the mission, strategic direction, and business plan, and monitor performance against such plans.
4. Financial oversight in accordance with UK accounting standards, including proposing and monitoring the annual budget, financial and cash flow forecasts, maintaining financial viability.
5. Management of the risk management and assessment plans.
6. Management of workplace health and safety practices.
7. Management of the quality assurance and monitor effectiveness.
8. Approve non-academic policies and provide management of academic policies.
9. Provide and monitor the quality of relevant courses.
10. Management and monitor systems of control and accountability.
11. Oversee the functioning of the Academic Board.
12. Equitable treatment of staff and students and foster wellbeing of staff and students.
13. Ensure academic freedom is protected at the School and that academic staff have freedom within the law to question and test received wisdom; and to put forward new ideas and controversial or unpopular opinions.
14. Report to the Trustees at least annually.

Non-financial Key Performance Indicators

Observe the following Key Performance Indicators (KPIs) relevant to non-financial operations of the Company:

• stakeholder satisfaction and reputation measures
• student satisfaction particularly with respect to:
  • quality of teaching
  • design and program of learning activities
  • currency and accuracy of materials
  • relevance of subject matter
  • level of services for students
  • value for money
  • economy, efficiency and effectiveness for the student and for the taxpayer
• staff satisfaction
• student satisfaction
• business case including:
  • student data market share
  • new business growth

These KPIs will, where possible, be benchmarked for industry comparison of the School’s performance.

Membership

Numbers

1. Directors shall be appointed by invitation of the Board.
2. The number of Directors must be not less than five (5) and not more than nine (9) natural persons comprising expertise in corporate governance, business management, higher education, financial and legal experience.
3. The Board will also be composed of a minimum of two (2) independent directors to ensure higher education expertise and advice at the highest level of decision-making.
4. At least two (2) independent directors must meet the UK residency requirements.
5. The Directors may elect one of the Directors as a Chair and another as a Deputy Chair and also determine the term for these roles and period of appointment (while ensuring that these are not in conflict with the Constitution) for each incumbent to these offices.
6. Directors must have expertise and experience relevant to the functions exercisable by the Board and an appreciation of the object, values, functions and activities of the School.

Responsibility as Chair of the BOD

1. Chair and conduct the business of BOD meetings
2. Establish the agenda for BOD meetings
3. Act as the primary contact between the BOD and the Senior Executive
4. Facilitate discussions of meeting agenda items
5. Address issues relating to the composition and succession planning of the BOD, the AB (with the Chair of the AB) and Senior Executive.

Responsibility as a Director of the BOD

1. Directors will act in good faith, honestly and diligently in accordance with their duties and obligations at law and under the Albion Business School Constitution/Charter.
2. All directors, including the Chair, must meet the ‘Fit and Proper Persons Requirements’ and other probity requirements as required by law and regulatory requirements. Should an appointed director have a change in circumstance that may make them no longer a ‘fit and proper person’ as defined by OFS, they must notify the School immediately.
3. All directors have an ongoing responsibility to declare any conflict of interest to the BOD. Conflict of interest declarations are completed annually so that any actual or potential conflicts of interest between the interests of Directors (or any associated persons) and the interests of the School are promptly disclosed.
4. All directors may also choose to appoint the Chair of the Academic Board to the role of Director, or alternatively be invited to attend meetings to report on academic matters. Executive management staff may also be invited to attend meetings if required.

Independent members

1. Independent members are free of any interest, position, association or relationship that might influence, or reasonably be perceived to influence, their capacity to exercise independent judgement.
2. Independent members are required to be sufficiently impartial and disconnected from the School’s operations so as to hold management to account and act in the School’s best interests.
3. Members who have (or intend to have) material or significant dealings with the School or any of its associated entities cannot be regarded as independent.
4. Elected staff, executive directors and students are not considered to be independent, nor are members who have:
   1. been employed by the School within the last three (3) years
   2. had a business relationship or other material contractual relationship with Albion Business School within the last three (3) years
   3. had a direct or indirect material financial interest in the School
   4. been involved in the School’s day-to-day management functions
   5. been allied with the interests of management
   6. a material personal interest (i.e. stand to gain, benefit or suffer a loss) in the outcome of a BOD meeting
   7. have been one of the School’s directors for ten (10) years or more.
5. Independent members appointed to the BOD are required to sign the Declaration of Independence from Albion Business School.

Students’ voices

Students are an integral part of the School’s Governance structure. Their participation and inputs are taken in various ways and are of uttermost importance to the School management.

One undergraduate and one post graduate student will be chosen by the student cohort to represent them as members on the School’s Academic Board. They will attend AB meetings and have voting rights.

For the first three years of operation the BOD will hold an annual meeting with student representatives to discuss the School’s strategy and approaches to enhancing the student experience. As the School matures in its operations they would have full representation as Directors on the Board.

Student representatives have opportunities to participate in academic governance through a system of Student Representative Committees – academic committee, corporate placement committee, to name a few. Each of these have direct access to designated senior staff members like Dean, Asst Dean, COO, Manager – Corporate Relations. Student members meet regularly with the designated staff and provide inputs and raise any issues and concerns. These inputs are taken into serious consideration and where needed necessary action initiated at the earliest opportunity.

Formally, at each BOD and AB meeting, the academic and administrative heads are required to table a report which covers student matters – enrolments, progression, grades for completed subjects, faculty feedback, on campus and off campus site visits, grievances, SASH and critical incidents if any.

Term of Office

1. Directors shall serve for three years in the first instance and be eligible for reappointment.
2. Casual vacancies shall be filled by invitation of the Board and shall serve only the remaining period of the director they replace.

Resignations and Removal from Office

1. A Director may resign from his/ her office by notice of resignation in writing to the BOD.
2. The BOD may remove a Director of the BOD from office for breach of a duty set out above in the “Responsibilities” section, including the inability of the Director to meet ‘Fit and Proper Persons Requirements’ as required by the OFS as detailed in the Constitution. See also the Board of Directors

Governance Review and Conduct Policy

1. The motion for removal must not be put to the vote of the meeting unless the director concerned has been given a reasonable opportunity to reply to the motion at the meeting, either verbally or in writing.
2. If the director to whom the motion for removal refers does not attend the meeting, a reasonable opportunity to reply to the motion is taken to have been given if notice of the meeting has been duly given.

Meeting Frequency and Quorum

1. The BOD will meet at least three (3) times a year. Meetings may be face-to-face, electronic or combination of face- to- face and electronic meetings.
2. No business may be transacted unless there is a quorum of half of the number of directors (not including casual vacancies).

Secretary of the Board

1. The Chair in consultation with the Director of Operations shall appoint a member of administrative staff to be the Secretary of the Board.

Standing Orders Board of Directors

Notice of Meetings

1. Unless otherwise agreed, the Board will meet at least FOUR times per year. This will include an Annual Planning/Strategy meeting.
2. Meetings shall be held according to an Annual Schedule, which will be approved at the start of each year.
3. A BOD meeting can be convened when a Director requests. In such situations, at least seven days’ written notice of a meeting must be given unless it is an emergency meeting.
4. The Board Secretary will circulate an agenda and meeting papers at least five working days before the meeting. The Chair may permit additional business to be added at the meeting if time permits.
5. Meetings will be convened face to face, by teleconference or video conferencing link.
6. For out of session urgent matters, a flying minute may be circulated to directors by the Chair.

Appointment of Proxy

1. A Director/Member may attend and vote by proxy at a meeting if the proxy is a director/member and has been appointed by writing under the hand of the appointor or by telegram, fax or other form of visible communication from the appointor.
2. Such an appointment may be general or for any particular meeting or meetings.

Meeting Conduct

1. The Chair shall conduct the meeting according to the standing orders; ensure order is maintained; and give directors/members an opportunity to speak and vote on matters tabled at the meeting.
2. The order of business shall follow the agenda unless agreed otherwise.
3. No business may be transacted unless there is a quorum. A quorum consists of half of the voting members. If a quorum is not present within 30 minutes after the appointed time for the meeting, the meeting will be dissolved and adjourned to the day, time and place that the Directors determine.
4. Matters for debate or to move a motion must be on the agenda and seconded, unless otherwise approved.
5. All motions put to the meeting must be moved and seconded by a voting member. To be carried, motions must be passed by a simple majority of voting members. The Chair has the casting vote if the vote is tied.
6. Voting shall be by show of hands unless a secret ballot is requested. Outcomes are recorded in the minutes. Members are able to vote in person, by proxy or by attorney.
7. Directors/members may vote by proxy if they are unable to attend as detailed in the Standing Orders Section ‘Appointment of Proxy’.
8. Matters will be passed by a majority of Directors.
9. A motion may be amended or withdrawn with the consent of the Directors.
10. jWhen an amendment is before the Chair, discussion shall be confined to that amendment.
11. No further amendments can be made if they are substantially the same, or if the amendment is a direct negative.
12. Meetings may be recorded for minute taking purposes. All members and those present will automatically have a copy of this recording for transparency purposes.

Agenda and Papers

1. A formal agenda will be prepared for each BOD and sub-committee meeting. The BOD meeting agenda will be established by the Board Secretary in consultation with the BOD and Senior Executive and will include meeting administration matters, items of special business, business reports, general business and any other such items deemed necessary.
2. Standing items will vary with sub-committees.
3. Standing items for the BOD will include:
   1. Welcome
      1. Confirmation of the agenda
      2. Call for declaration of conflict of interest
   2. Confirmation of the previous meeting minutes
   3. Business arising from the minutes of the previous meeting
   4. Correspondence
      1. Report from the Chair
      2. Report(s) from the BOD’ committees and their sub-committees
      3. Report(s) from senior management
      4. Report(s) from other committees and/or working groups
   5. Motions for which notice has been given
   6. Other business, including compliance and regulatory matters
   7. Confirmation of next meeting date and time.
4. Standing items for the AB will include:
   1.  Welcome
   2. Apologies
   3. Confirmation of the previous meeting minutes
   4. Report from the Chair, including business arising from the minutes of the previous meeting
   5. Report from the Director of Operations
   6. Report from the Dean
   7. Report(s) from sub-committees and working groups, as applicable
   8. Policies for approval and/or renewal
   9. General matters
5. Monitoring activities and review cycles are documented in scheduled reports from the chairs of sub-committees.
6. Accordingly, monitoring activities and review cycles are regarded as standing items for the BOD and encompass:
   1. Independent reviews of the effectiveness of the Board’s corporate and academic governance processes every three years
   2. Periodic internal reviews of the effectiveness of the Board’s corporate and academic governance
   3. Performance of the Senior Executive, the functioning of the Academic Board and Committees
   4. Progress against strategic targets, key performance criteria, and other benchmarks
   5. Delegations and the effectiveness of their implementation
   6. Interim and comprehensive course reviews
   7. Financial positions, financial performance and cash flows
   8. Formal complaints
   9. Allegations of misconduct
   10. Breaches of academic or research integrity
   11. Critical incidents
   12. Lapses in compliance and corrective actions.
7. The Senior Executive and the Board Secretary is responsible for the preparation and circulation of Board Papers. All Board Papers will be circulated to Directors to arrive a minimum of six days before the Board meeting by electronic means. Hard copies will be made available upon request.
8. No papers requiring consideration or decision can be tabled at the Board meeting, except with the approval of the Chair or by resolution of the Board. Papers including presentations to be tabled at the Board meeting need to be brought to the attention of the Board Secretary at least one day prior to the Board meeting.
9. Papers should clearly identify by reference to a draft resolution whether they are information papers or decision papers. Therefore, decision papers should commence with the recommended resolution. Lengthy submissions and reports shall contain a brief 1-2 page executive summary.

Urgent Competent Business

The Board may need to consider items not on the agenda as urgent competent business. Any such item should be notified to the Chair and the Secretary at the earliest opportunity. The Chair will seek confirmation at the start of a meeting whether there is any such urgent competent business not on the agenda as circulated, that cannot wait for consideration at the next meeting. The Chair may decide to consider the matter at the meeting or decide that the matter would be best considered at an extraordinary meeting of the Board.

Reserved Business

On rare occasions the Board may need to consider items concerning individuals or where there is a legal sensitivity or similar such circumstances. The Chair in consultation with the Secretary may decide to treat such business as a reserved item. The item would be considered at a full Board meeting but where staff and a student or student members of the Board will be asked to withdraw. A separate minute of the meeting will be recorded and circulated for those members then present.

Minutes

1. A Minute-taker shall be appointed to accurately record the minutes of each meeting and distribute the draft minutes via email within 10 working days of the meeting. The following details shall be recorded in the minutes:
   1. Date, time and venue of the meeting.
   2. Names of persons present and apologies, and the name of the Chair;
   3. A brief reference to relevant BOD Papers tabled plus the official resolution adopted by the Directors.
   4. An overview of discussions and business conducted; motions and outcomes of votes; action items and persons responsible; and
   5. Date, time and venue of next meeting.
2. Minutes of the previous meeting, together with minutes of any committee meeting requiring reporting to the BOD, will be included in final draft form with BOD papers for noting and adoption.
3. Where the draft resolution as recommended in a BOD paper is not adopted then a summary of the reasons for the alternative course of action is noted in the minutes. Similarly, other significant points raised by Directors but not covered in the papers are to be noted.
4. All decisions will be recorded in the minutes by means of a formal resolution.
5. Minutes will be prepared in draft form by the Board Secretary and circulated to directors/members. The Chair will:
   1. Seek confirmation of the minutes in their current state; or
   2. Seek confirmation of the minutes with amendments; and
   3. Sign the confirmed minutes
6. Once the minutes have been adopted by the Board they cannot be amended. Once adopted, the Minutes will be signed by the Chair and retained by the Company.
7. The Board Secretary will maintain a complete set of Board Papers and Minutes of Board Meetings. The Board Secretary will also maintain:
   1. the Company’s Statutory Registers as required by the Companies Act 2006
   2. the register of members
   3. the register of directors
   4. the register of people with significant control (the Fit and Proper Persons Register)
   5. the register of directors’ residential addresses, and
   6. the register of secretaries

Adjournment

1. The Chair may adjourn the meeting from time to time with the consent of the directors/members or if directed by the Board/Committee Business at the adjourned meeting shall be confined to business that was left unfinished at the meeting where the adjournment took place. If a meeting has been adjourned for more than 10 working days, notice shall be given as for an ordinary meeting.

Code of Conduct for the Board Meetings

1. A director/member shall:
   1. Keep their comments to matters before the Board
   2. Attend meetings and be punctual
   3. Undertake review of documents prior to meetings, within timeframes requested
   4. Act in the best interests of the School, and not bring the School into disrepute
   5. Exercise appropriate care and diligence
   6. Not make false statements or falsify records
   7. Act appropriately to not gain advantage for themselves or others
   8. Not make offensive statements or comments or behave improperly
   9. Shall cease speaking when called to order by the Chair
   10. Declare any potential conflicts of interest and stand aside from discussions and voting on such matters deemed to be a conflict of interest
   11. Keep all matters in confidence and not disclose any matters of business to the general public, members of staff or other associates of the School

Delegations

The BOD 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.