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Governing Board Standing Committees Terms of Reference Policy

PURPOSE

This policy outlines the functions and responsibilities of the standing committees of Global Leadership Institute (GLI) Governing Board.


POLICY

Governing authority at GLI is vested in Governing Board and its Standing Committees and Boards, and implemented by officers of the Institute through its various departments and committees. The current Governing Board Standing Committees are:

  • Finance and Budget Committee

  • Risk Management Committee


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 GLI to attend meetings and may refer matters deemed to require attention direct to the appropriate staff member


FINANCE AND BUDGET COMMITTEE

Finance and Budget Committee (FBC) monitors 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 GLI’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 GLI has well documented financial systems and procedures, which are periodically reviewed and 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:

  • 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;

  • President (ex-officio)

  • Finance Manager or equivalent (ex-officio)


RISK MANAGEMENT COMMITTEE

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

  • Overseeing GLI’s risk management framework for identifying, monitoring and managing significant risks that threaten achievement of GLI’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 any anticipated risks that could materially affect the reputation and/or operation of GLI;

  • 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 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).

  • Academic Dean or in their absence a Program Director (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. 


SCOPE

Whole Institute


KEY STAKEHOLDER

All staff and students


PROCEDURE


Election of Governing Board Officers

The procedure for the election of Governing Board and Standing Committee officers is as follows:

1.      The returning officer is to chair during the part of the meeting at which the election is to be held;

2.      No business other than the election may be conducted at the meeting while the returning officer is chairing;

3.      If there is only one nomination for election, the returning officer must declare the nominated candidate to be elected;

4.      If there are two or more nominations for election, the returning officer must conduct a poll of members of the committee by secret ballot, with each member entitled to cast one vote;

5.      If one candidate has received more votes than any other, the returning officer must declare that candidate to be elected;

6.      If two or more candidates receive an equal number of votes cast at the poll and if no other candidate has received more votes than those candidates, the returning officer must conduct a further poll among the candidates who received an equal number of votes;

7.      At the further poll, if one candidate has received more votes than any other the returning officer must declare that candidate to be elected;

8.      If two or more candidates receive an equal number of votes cast at the further poll, the returning officer must decide by lot which of the candidates with an equal number of votes is to be declared elected.


The Secretary of Governing Board will be the returning officer for all Governing Board elections except that for Secretary of Governing Board. The Chair of Governing Board appoints a returning officer for the election of Secretary of Governing Board.


Appointment of Chair of Governing Board

If there is a vacancy in the office of Chair of Governing Board, Governing Board decides on a list of three potential candidates. The Deputy Chair of Governing Board then contacts the candidates in order of preference to determine their interest in nomination to Governing Board. If the Deputy Chair of Governing Board is one of the nominees, then the Secretary of Governing or another Board member who is not a nominee fulfils this function. Governing Board elects the Chair of Governing Board by secret ballot from among the nominees who consented to be considered. A majority vote of members in attendance constitutes an election.


Appointment of the President

If there is a vacancy in the office of GLI President, Governing Board decides on a list of three potential candidates. The Chair of Governing Board then contacts the candidates in order of preference to determine their interest in nomination to Governing Board. If the Chair of Governing Board is one of the nominees, then the Deputy Chair fulfils this function. Governing Board elects the President by secret ballot from among the nominees who consented to be considered. A majority vote of members in attendance constitutes an election.


Appointment of Chairs of Standing Committees

If there is a vacancy for Chair of a Governing Board Standing Committee, the Standing Committee Secretary notifies Governing Board. Governing Board solicits nominations to be considered. Governing Board elects the Standing Committee Chair by secret ballot from among the nominees who consented to be considered. A majority vote of members in attendance constitutes an election.


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.


Policy Owner

Chair, Governing Board

Approval Date

28 March 2022

Approving Body

Governing Board

Reviewal Date

28 March 2027

Endorsing Body

Executive Management Team

Version

2.0

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