Transcript No Slide Title

Trustee Board
Training & Induction
Martin Farr
Martyn Williams
Graham Atkinson
www.mynsu.co.uk
Objectives:
This Induction / Training will:
• Provide you with an opportunity to meet other
members of the Trustee Board
• Induct you to Northumbria Students’ Union, including:
– Vision, Mission, Values and Summary Strategic Goals
• Help you to understand the role and responsibilities
of a Trustee
www.mynsu.co.uk
Objectives (continued)
• Understand the meaning of “good governance”
• Introduce Nolan’s principles of public life
• Understand the meaning of “conflicts of Interest”
• Highlight key documents and sources of information
• Provide you with the opportunity to highlight your key areas of
interest / concern
www.mynsu.co.uk
Introductions
• In pairs:
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Name
Background
1 reason for involvement in SU / joining the Trustee Board
1 interesting fact about yourself
• Feed back to full group
www.mynsu.co.uk
Our Mission, Vision,
Values & Goals
www.mynsu.co.uk
Our Mission
‘To have a positive impact on
the lives of all our students.’
www.mynsu.co.uk
Our Vision
“Northumbria Students’ Union’s vision is to achieve
excellence in meeting our members needs through
student-led activities and services, to be recognised
by students and the university as an essential focal
point for community life as a student and to become
indispensable to the overall quality of the student
experience at Northumbria University”
www.mynsu.co.uk
Values:
• are a democratic organisation that is owned, run and
focussed entirely on our members' needs.
• are truly accountable to our members through open
and understandable decision-making that is
underpinned by recognised good ethical practice.
• cherish and defend our right to independently
represent our members to the university and
endeavour to improve student rights locally and
nationally.
www.mynsu.co.uk
Values:
• enhance university life through the provision of
quality services and activities that wherever
possible exceed our members' expectations and are
delivered in a way that minimises negative
environmental impact.
• encourage the widest possible involvement of our
members in all our activities.
• are the community heart of the University and
provide a safe place for all our members to network,
socialise and be supported and represented.
www.mynsu.co.uk
Values:
• that activities and involvement will be fun and
whenever possible contribute to the personal
development of our members.
• that the development of teamwork between our
Officers, staff, volunteers and establishing productive
external partnerships is fundamental to the success
of our students' Union.
• that equality of opportunity will be at the centre of
everything we do.
www.mynsu.co.uk
Summary Aims
• Stand up for student rights through high impact
representation & campaigns
• Provide consistently excellent services,
activities and facilities
• Maximises the use and involvement in the
Students’ Union by the widest cross section of
students as possible
www.mynsu.co.uk
Major Strategic Developments 2008-9
•
First phase investment of circa £2million as part of a three year £5 million building
transformation project
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Transfer of City Site Catering and Retail to the University under a Joint Management
Agreement from 1st September
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Undertaking a feasibility study in partnership with the School of Arts and Social Sciences on
a potential redevelopment of Stage 2 into the Performing Arts venue on Campus having
mixed Students’ Union and academic uses
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Developing stronger commercial partnerships with Sport Northumbria
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Creation of a Coach Lane campus strategy
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Significantly enhancing our commercial management information systems through the
installation of EpOS
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Developing a strategy for engaging our members through market research, electronic
communication and effective, evidence-based representation
www.mynsu.co.uk
Organisational Vital Statistics
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Budgeted turnover of circa £2.5million for 2008-9
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Confirmed university grants £741,000 for 2008-9
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Unconfirmed “other” grants of £21,000 Junction 49 and £15,000 HCES
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40 permanent staff & circa 150 student staff
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50+ Societies & Student Groups
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192 individual students involved in Community Volunteering projects; 47
Project Leaders and 896 volunteering opportunities
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950+ student representatives
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2466 votes cast in the 2008 e-Lections
www.mynsu.co.uk
NEW GOVERNANCE STRUCTURE
www.mynsu.co.uk
Referendums & AGM
Sub
Committees
Student Council
Trustees
Student Community
Forums
Senior staff
Members
www.mynsu.co.uk
STUDENT COUNCIL
www.mynsu.co.uk
Student Council – Role & Purpose
“1.1. To receive and consider reports from the Trustees, Student Community Forums
Scrutiny Committees and Action Committees/Groups;
1.2. To make recommendations to the Trustees of NSU; The Trustees may only refuse to
adopt Council recommendations on financial grounds, charity and education law or
other legal requirement or for reputational reasons.
1.3. To make motions of no-confidence in one or a number of Trustees;
1.4. To review and scrutinise the decisions and actions of the Trustees of NSU;
1.5. To discuss, debate and decide on issues pertinent to students;
1.6 To make campaigning, representation and political policy as appropriate;”
www.mynsu.co.uk
Cont…
“1.7. To convene Student Community Forums, consider its reports and agree actions
required;
1.8. To appoint and convene Scrutiny Committees and to determine their remit and
membership;
1.9. To convene other committees, meetings and groups so as to carry forward the
mandate of Council and turn this into action to have a positive impact on student lives;
1.10. To consider and approve the appointment and re-appointment of Non-Student
Trustees
1.11 To consider and approve the appointment and re-appointment of Student Trustees
1.12. To admit and remove Associate Members, Reciprocal, Life and Honorary Life
Members of the Union.”
www.mynsu.co.uk
LEGAL STATUS
www.mynsu.co.uk
NSU Legal Status
• NSU is not a registered charity (yet!)
• NSU derives its ‘exempt’ charitable status from the
‘exempt’ charitable status of the University
• This is legally defined as such by paragraph (w) of
schedule 2 of the Charities Act 1993
www.mynsu.co.uk
Cont…
• Acts of Parliament define the scope of our powers,
relationship to the University and what we can spend
money on
•
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Part II, Schedule 7 Education Reform Act 1988
(as amended)
Sections 21 and 22 of the Education Act 1994
Charities Act 1993 & 2006
www.mynsu.co.uk
In simple terms ...
• NSU is an unincorporated association ‘owned’ by its
members
• The Constitution defines our objectives
• NSU is not a company but …
• We are governed by UK & European Law as a
business and employer like any other organisation
www.mynsu.co.uk
THE ROLE OF A TRUSTEE
www.mynsu.co.uk
What is a Trustee?
www.mynsu.co.uk
What is a Trustee?
“Trustees are people who are elected or
appointed by an organisation to sit on
their governing body, the trustee Board,
and make decisions on behalf of the
organisation.”
» www.governancehub.org.uk
www.mynsu.co.uk
What is a Trustee?
• Persons having “general control and management of
the administration of a charity” section 97(1) Charities
Act 1993
• “should exercise the same degree of care in dealing
with the administration of their charity as a prudent
businessman would exercise in the conduct of his
own affairs.”
www.mynsu.co.uk
Who are our Trustees?
• Not more than five Sabbatical Trustees
• Not more than four appointed Student Trustees
• Not more than four Non-Student Trustees
www.mynsu.co.uk
Exercise
• What is the role of the Trustee Board?
• What do you think the role of a Trustee is?
• What are the qualities of a good Trustee?
www.mynsu.co.uk
Role of Trustee Board
• Formulate, implement and monitor strategic plans.
• Provide effective financial management and
oversight, including the formation of budgets.
• Monitor and evaluate the performance of staff,
services and activities.
• Support the Chief Executive and review his/her
performance.
www.mynsu.co.uk
Role of Trustee Board
• Provide effective Risk Management systems.
• Ensure comprehensive ongoing member
consultation.
• Ensure effective election/selection, induction and
appraisal of Trustee Board members.
www.mynsu.co.uk
What the Governing Document Says
“The Trustees powers shall include but not be limited to
ultimate responsibility for:61.2.1 The governance of the Union
61.2.2 The budget of the Union
61.2.3 The strategy of the Union, following a vote by members
on the strategy and direction of the Union by electronic
referendum”
Ordinance and Regulations
www.mynsu.co.uk
Cont…
“Subject to the provisions of Charity
Law, the Education Act, the Ordinance
and Regulations and any Bye-Laws in
force from time to time, the business of
the Students’ Union shall be managed
by the Trustees who may exercise all the
powers of the Students’ Union.”
Northumbria Students’ Union Ordinance and Regulations
www.mynsu.co.uk
What ‘Governance Hub’ Says
• Acting only in the interests of the organisation
• Avoiding personal benefit or the appearance of personal
benefit
• Working to the terms of the organisation’s governing
document
• Taking part in board meetings
• Upholding the organisation’s values and vision
• Protecting the organisation’s reputation
www.mynsu.co.uk
What the Charity Commission Say
(1) Trustees have and must accept ultimate responsibility for directing the affairs of
a charity, and ensuring that it is solvent, well-run, and delivering the charitable
outcomes for the benefit of the public for which it has been set up.
Compliance – Trustees must:
(2) Ensure that the charity complies with charity law, and with the requirements of
the Charity Commission as regulator; in particular ensure that the charity
prepares reports on what it has achieved and Annual Returns and accounts as
required by law.
(3) Ensure that the charity does not breach any of the requirements or rules set out
in its governing document and that it remains true to the charitable purpose and
objects set out there.
(4) Comply with the requirements of other legislation and other regulators (if any)
which govern the activities of the charity.
(5) Act with integrity, and avoid any personal conflicts of interest or misuse of charity
funds or assets.
www.mynsu.co.uk
Continued…
Duty of prudence – Trustees must:
(6) Ensure that the charity is and will remain financially viable.
(7) Use charitable funds and assets reasonably, and only in furtherance of the
charity’s objects.
(8) Avoid undertaking activities that might place the charity’s endowment, funds,
assets or reputation at undue risk.
(9) Take special care when investing the funds of the charity, or borrowing funds for
the charity to use.
Duty of care – Trustees must:
(10) Use reasonable care and skill in their work as trustees, using their personal
skills and experience as needed to ensure that the charity is well-run and
efficient.
(11) Consider getting external professional advice on all matters where there may
be material risk to the charity, or where the trustees may be in breach of their
duties.
www.mynsu.co.uk
Trustees also…
• Accept ultimate responsibility – individually &
severally liable
• Act collectively
• Act reasonably and prudently
• Safeguard and protect the assets of the Students’
Union
• Act in best interests of the Students’ Unions
• Avoid conflicts of interest and do not profit unless
authorised by the governing document or the law
www.mynsu.co.uk
In a Nutshell….
• Here for tomorrow not today
• Not representatives / no “hats”
• Appointed Student Trustees have no representative
mandate
• Sabbatical Trustees not speaking for their role
www.mynsu.co.uk
Qualities
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Committed to the organisation
Team player
Good listening skills
Aware of liabilities
Time to give
Contribute to planning the future
Promote the organisation
www.mynsu.co.uk
Nolan’s Seven Principles of Public Life
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Selflessness
Integrity
Objectivity
Accountability
Openness
Honesty
Leadership
www.mynsu.co.uk
Liabilities
• What sort of things could you be held liable for?
www.mynsu.co.uk
Liabilities
• Spending charity money on activity outside the aims and
objectives
• Unpermitted political activity
• Fraud
• Serious negligence
• Failing to protect the assets and property
• Receiving personal benefit
• Acting as a trustee when disqualified
• HMRC evasion
• Failure to comply with the law (Health & Safety, Trade
descriptions, financial services, employment)
www.mynsu.co.uk
Trustee Liability
“If trustees act prudently, lawfully and in accordance
with their governing document then any liabilities they
incur as trustees can be met out the charity’s
resources. But if they act otherwise they may be in
breach of trust and personally responsible to liabilities
incurred by or on behalf of the charity.”
Charity Commission
www.mynsu.co.uk
Trustee Liability
“Some charity trustees, and people thinking about
becoming trustees, are nowadays influenced by the
thought that they might be "personally liable" if things
go wrong with the charity.”
BUT
“the law protects trustees who have acted reasonably
from the consequences of honest mistakes”
» www.charitycommission.gov.uk
www.mynsu.co.uk
Ultra Vires…
Beyond the Powers of
• Students’ Unions cannot engage in activities / spend money
• For any other purpose than those laid out in the aims
and objectives of the Governing Document
www.mynsu.co.uk
In Simple Terms ...
Ultra Vires prohibits Students’ Unions from spending
resources on activities which do not directly affect
students as students.
www.mynsu.co.uk
However …
Students’ Unions should ban political clubs
and societies as they are Ultra Vires
•
True - Clubs and societies may debate issues that affect students as
students but any political activity is Ultra Vires?
•
False - Direct political activity by a students’ union is Ultra Vires (on non
student related issues). However furthering debate is a legitimate
educational purpose and union clubs and societies can further debate
in considering non-student related issues
www.mynsu.co.uk
A Students’ Union can book and pay for a
coach to send students to a protest against a
bypass in the next town?
•
True - Political campaigning is a legitimate educational purpose
providing that it affects students. The building of a bypass would have
an impact on the local community and therefore students living in it
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False – Ultra Vires prohibits students’ unions from spending resources
on activities which do not directly affect students as students
www.mynsu.co.uk
Ultra Vires
What happens or could happen if we do
or propose to act Ultra Vires?
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Trustee’s can be sued and held personally liable for the illegal payment
or action
Our members could take out a court injunction to stop us
We could lose the trust of our members to act prudently in their best
interests - possibility of votes of no confidence
The University could intervene and we lose the benefits of being able to
act autonomously from them in other matters
www.mynsu.co.uk
Conflict of Interest
• A key duty of Trustees
– Not to personally benefit from a decision of the Board
– To make any conflict of interest known to the meeting
• Why?
www.mynsu.co.uk
Our Rules
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“8. Conflicts of interest
8.1 Any Trustee who has a financial interest in a matter under discussion
should declare the nature of their interest and withdraw from the room, unless
they have a dispensation to speak.
•
8.2 If a Trustee has any interest in the matter under discussion, which creates
a real danger of bias, that is, the interest affects their, or a member of their
household, more than the generality affected by the decision: they should
declare the nature of the interest and withdraw from the room, unless they have
a dispensation to speak.
•
8.3 If a Trustee has any other interest which does not create a real danger of
bias, but which might reasonably cause others to think it could influence their
decision, they should declare the nature of the interest, but may remain in the
room, participate in the discussion, but not vote.
www.mynsu.co.uk
Our Rules
•
8.4 If a Trustee does not have a declared interest in a matter under
discussion, but is perceived to do so by a majority of the remaining Trustees,
then the nature of that interest should be declared and the Trustee in question
may remain in the room, participate in the discussion, but not votes.
•
8.5 If in any doubt about the application of these rules they should consult
with the Chair.
•
8.6
Trustees’ interests will be listed in a register.”
Strategy & Guidance Document - Role of a Trustee
www.mynsu.co.uk
Hallmarks of an Effective Charity
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Focus on impact & outcomes
Fit for purpose
Sound governance
Maximises potential
Accountable & transparent
Flexible
www.mynsu.co.uk
Exercise
• What is Governance?
• What is Good Governance?
www.mynsu.co.uk
Governance
• “Governance is not necessarily about doing: it is
about ensuring things are done”
NCVO: “What is governance?”
• “Good governance is a powerful tool in driving
forward organisational goals; bad governance is fatal
to performance and stability”
ACEVO
www.mynsu.co.uk
Governance
• Can be broken down into 3 areas of responsibility for
the Board:
– Corporate / Fiduciary
– Strategic
– Impact
www.mynsu.co.uk
Governance
• Corporate / Fiduciary
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Finance
Property
Resources
Income generation
Risk management
Compliance
Policies
www.mynsu.co.uk
Governance
• Strategic
– Environmental scans – demographics, political change,
competition, alliances, partnerships, funder behaviour
– Planning ahead
– Looking at things differently
– Looking for new solutions
– Tackling difficult & complex issues
www.mynsu.co.uk
Governance
• Impact
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Student focussed outcomes
Quality of services
Positive contribution to members lives
Key Performance Indicators
Measurement & review
Involvement of users & beneficiaries
www.mynsu.co.uk
Trustee Board Meeting Rules & Protocol
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Notice of meeting and particulars of business to be notified 7 clear days in
advance unless urgent circumstances require shorter notice – at discretion
of Chair
Trustees should give no less than 24 hours notice of non attendance at
meetings by email to the Chair
There will be a minimum of 4 meetings a year
4 Trustees can call for a meeting by giving written notice to the Secretary
Minutes will be published on the Students’ Union website except for
matters which the Chair deems are commercially sensitive and/or involve
staffing matters
Quorum for meetings is 7 but can be fixed at another number or ratio by
the Board
www.mynsu.co.uk
Introducing the Senior
Management Team
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The Senior Managers
General Manager
Deputy General
Manager
Assistant General
Manager (Membership
Services & HR)
www.mynsu.co.uk
Assistant General
Manager (Commercial
Development)
Finance
Manager
The Senior Managers
Martyn Williams
Chief Executive
Michelle Berry
Graham Atkinson
Director of Commercial
Development
Director of Membership
Services & HR
www.mynsu.co.uk
Tony McDonald
Finance Manager
Martyn Williams – Chief Executive
• Overall responsibility for the efficient
use of physical, financial & human
resources of the Union
• Overall responsibility for delivery of
the Students’ Union plan
• Managing high level university
relationships
• Accountable to the Trustee Board
www.mynsu.co.uk
Graham Atkinson – Director Membership Services & HR
• Sabbatical & Student Trustee
support & development
• Membership connections
• Student Representation
Development
• Student Advice Development
• Student Activities Development
• Strategic Human Resource
Development
www.mynsu.co.uk
Michelle Berry – Director of Commercial Development
• Commercial Services
Development
• Strategic Marketing
Development
• Facilities Management
• Managing internal and external
commercial partnerships
www.mynsu.co.uk
Tony McDonald – Finance Manager
• Financial & Management
Accounting
• Leading department budget
setting
• Finance Office & compliance
• Statutory Returns including
PAYE, VAT and Companies
House
www.mynsu.co.uk
Key Documents File
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Trustee Training Slides
Students’ Union Induction Slides 2007
Students’ Union Plan 2008-10
Ordinance & Regulations
Bye Laws
Role of Trustee
Decision Making Matrix
The Essential Trustee – Charity Commission publication
Hallmarks of an Effective Charity - Charity Commission
publication
• Financial Statements 2006-7
www.mynsu.co.uk
Summary of Key Documents cont…
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Strategic Risk Register
Summary of Risk Assessments & Management of Operations
Health & Safety Policy
Budget & Capital Plan 2008-9
Financial Regulations
Operating Plans 2008-9
Strategy Guidance Documents
Organisational Chart & Senior Manager Job Descriptions
Annual Report 2007
University Corporate Objectives
www.mynsu.co.uk
Objectives Recapped:
You have:
• Met other members of the Trustee Board
• Been inducted into the Students’ Union, including:
– Vision, Mission, Values and Summary Strategic Goals
• Been introduced to the role and responsibilities of a
Trustee
www.mynsu.co.uk
Recap:
You should now understand:
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The meaning of “good governance”
Nolan’s principles of public life
The meaning of “Conflicts of Interest”
The key documents that you have received and further sources
of information
www.mynsu.co.uk
Thanks for Coming
www.mynsu.co.uk