Terms of Reference for Mind Committees

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1 Terms of Reference for Mind Committees General notes relating to all committees 1. Committee Structure 1.1. The trustees at a Council of Management meeting in accordance with its Memorandum and Articles of Association will determine the committee structure of Mind hereafter referred to as Mind. General guidance and terms of reference for each committee will be set and periodically reviewed. 2. Membership 2.1. Membership for each committee is set out within the committee s terms of reference The term of office on committees is three years. Retiring members will be eligible for appointment for further three-year terms but may not exceed three terms (nine years) in total Council of Management and committees in considering members and cooptions will bear in mind the need to create diverse and inclusive memberships for committees A minimum of 50% of the members of the committee should be people with direct personal experience of mental distress An Honorary Officer will normally chair Mind committees with the exception of Pwyllgor Cymru. The Chairperson of Council of Management will be ex-officio on all committees The committees are not representative bodies, therefore, members of the committee serve as individuals in their own right and are not representatives of any groups from which they are either elected or coopted. Members actions and decisions taken are made within the context of the best interest of Mind and members are expected to abide by and act in accordance to the decision of the committee In compliance with Mind s Articles of Association non-members of the Association (being fully paid up members of Mind) shall not exceed onefourth of the total number of people serving on the committee Members will be expected to undertake an active role in the committee as set out under Roles description for committee members.

2 2.9. Current Mind employees are restricted from appointment to any of Mind s governance structures, this includes: Mind Council of Management Mind Sub Committees Any working groups set up by Mind (unless their involvement is required as a staff member) Any future governance structures Ex Mind employees who wish to apply for any governance roles must have a minimum of 2 years since their last employment with Mind, except where the Chair in consultation with the Chief Executive believes their skills and experience are beneficial to Mind s governance The same parameters as above (2.10) will apply to staff employed by Mind on a consultancy/freelance basis. This provision excludes people with personal experience of mental distress employed via contracts administered by Mind or undertaking consultancy work where a principle element and requirement of this work is their personal experience of mental distress. 3. Disqualification from Committees 3.1. Should a member be deemed by a panel consisting of the Chair and two other members of the committee to be in breach of the role description and code of conduct they may be removed from the committee Should a member of any committee be absent from 2 consecutive meetings without apology the Chair will write to the member. The letter will inform them that if they are unable to take an active role in the committee they will be deemed to have vacated their office, unless appropriate reasons for non-attendance are provided The terms for disqualification from office for members of Council of Management are set out in Mind s Articles of Association. 4. Chairing of Committees 4.1. An Honorary Officer will usually chair the committee as stipulated in the Terms of Reference. In cases where a substitute is necessary this will be another trustee as agreed at the meeting. 5. Co-options 5.1. Committees will normally approve co-options having received background information relating to the co-option and undertaking a mandatory informal meeting/interview with prospective members Council will review their co-option arrangements annually (normally in December). 2

3 5.3. Committees should review their co-option arrangements annually immediately following the first Council meeting in December. Council will determine trustee membership of the committees at this meeting Committees may decide to leave some of their co-option places vacant at the point of review or if a vacancy arises if they feel this best suits the needs of the committee Committees have the power to remove co-opted members if deemed to be required. Any co-opted person removed by a committee has the right to raise the issue with the Chairperson of Mind s Council of Management. The Chairperson can decide to refer the matter (or otherwise) to Council if they feel it appropriate. 6. Conduct of Meetings 6.1. Each Committee Chairperson has responsibility for the conduct of committee meetings. Any concerns relating to the running of committees should be raised either with the appropriate Chairperson or alternatively the Chairperson of Mind s Council of Management if more appropriate. 7. Servicing of the Committee 7.1. The Chief Executive of Mind is ultimately responsible for the servicing of committees Normally the responsibility will be designated to an appropriate Director. The person that is responsible will liase with the Chairperson regarding any changes to meeting dates, setting agendas, production of minutes, dealing with urgent matters under delegated authority and draft approval of minutes Papers will be sent out between 7-14 days before the meeting. 8. Staff Attendance 8.1. The Chief Executive has responsibility for ensuring appropriate staff attend committee meetings. The Director responsible for servicing the meetings will normally arrange this. Where necessary, the committee can decide to deal with specific items of business in the absence of some or all staff. The Chairperson has the power to request some or all staff of Mind to withdraw for part or the entire meeting if they deem the item requires it. 9. Attendance by observers 9.1. The committee may invite observers or advisers, as they deem appropriate for the business of the committee. Attendance by individuals who are not staff or members of the committee is solely at the Chairperson s discretion and no voting rights are conferred. 3

4 10. Frequency and Time of Meeting Dates will be set in consultation with committee members. Each committee will meet at least quarterly, ideally around a month before normal Council meetings Meeting dates will be arranged for each year and presented to Council of Management for noting. The committee cycle commences in January. 11. Minutes Minutes of sub committees, approved by the Chairperson, will be made available at the next Council of Management meeting. Supporting papers will be made available on request to trustees To improve communications and in the interest of accountability and transparency, the minutes of the Council of Management and sub committees, with the exception of confidential items, will be made available to other committees, staff and Mind networks as determined by Council of Management All items to committees will be taken as non-confidential unless specifically identified by the Chair to have sufficient reason to be deemed confidential, such as items that could adversely affect the organisation and/or staff or relate to individuals. 12. Delegated Authority Committees have delegated authority from Council of Management to deal with matters contained within their terms of reference. Matters decided at meetings will be minuted and tabled at the next Council of Management. Council of Management noting of such decisions will be deemed as approval of decisions recorded within them. The cycle of meetings may mean such minutes are amended. This would not be referred back to Council unless decisions have been significantly misrecorded in the amendments subsequently agreed Urgent matters between committees will be decided by the Chairperson of the relevant committee in consultation with at least one other honorary officer. Where possible, other members on the committee should also be consulted 13. Extra-Ordinary Meetings The Chairperson can call additional unplanned meetings if deemed necessary to consider urgent matters. Like-wise at the request of four trustees from the Council of Management or four committee members (including either trustees or co-options) an unplanned meeting will be called to discuss urgent matters. A minimum of 7 days notice will be given in such cases. Agreed by Council of Management 26 September 2007 Amended 18 March 2009 and 7 December

5 Terms of Reference for Mind Sub Committees Table of contents: Council of Management...2 External Relations Committee...5 Networks and Communities Committee...7 Business Management Committee Pwyllgor Cymru Audit Committee... 17

6 Terms of Reference - Council of Management Council of Management Terms of Reference Membership The Council should be composed of up to 16 members (up to 8 elected and 8 co-opted), including 4 Honorary Officers who shall make up the following: a) Chair of Council b) Vice Chair (External Reference) c) Vice Chair (Networks) d) Honorary Treasurer e) 12 Trustees In so far as is practicable and with regard to the wider diversity of Mind s stakeholders this should include: A minimum of 8 people with personal experience of mental distress One member of Mind Link At least 2 individuals from black or minority ethnic communities At least 1 individual living in Wales Chair Chair of Council of Management Quorum Eight members, including at least two Honorary Officers. Purpose To govern the activities and affairs of Mind and oversee the strategic and general management of Mind. Specifically ensuring that Mind has a clear purpose and direction, is solvent, well run and delivers its charitable and strategic objectives. Overall Responsibilities 1. To set the direction and policies of Mind 2. To ensure that Mind complies with charity and company law and its governing documents. 3. To exercise a duty of care to ensure that the charity is well run and efficient. 4. To ensure the appropriate use of Mind charitable funds and assets in pursuit of its objects and strategic objectives and oversee the effective management of the resources and assets of Mind 5. To be accountable to the membership of Mind and others with a legitimate interest. 2

7 Terms of Reference - Council of Management Main Duties Setting direction 1. To ensure that Mind has a clear mission, values and strategic plan agreed by the Council. 2. To agree the arrangements to monitor and evaluate Mind s performance in relation to the agreed strategic plan and objectives and to receive regular reports on the performance of Mind. 3. To oversee the strategic and general management of Mind 4. To ensure that appropriate arrangements are in place to oversee and monitor provision for staff employed by Mind. Compliance 5. To ensure that Mind complies with the Memorandum and Articles of Association, charity law, company law and other relevant legislation and regulations, and to approve official documents as necessary. 6. To ensure that all activities and expenditure are in pursuit of Mind s charitable objectives. 7. To ensure that Annual Accounts, Annual reports are produced for the Annual General Meeting and submission to the Charity Commission and Companies House; along with any other legal reporting requirements. 8. To ensure that all delegated authority by the Council is clearly recorded through terms of reference, minutes of the Council and sub-committees and that reporting procedures back to the Council are in place, recorded in writing and complied with. Duty of Care 9. To ensure that Mind has an appropriate governance structure in place in relation to its objectives, size and stakeholders to enable Council members to fulfil their responsibilities and to review such arrangements regularly. 10. To seek external professional advice and expertise as required. 11. To annually assess the Council s performance as a board. 12. To ensure that the Council has appropriate arrangements for the election and co-option of trustees and the appropriate skills to govern effectively. 13. To ensure that the Council has a code of conduct, that it is complied with and that there are appropriate arrangements in place for the removal of trustees who do not abide by the code of conduct. 14. To make arrangements for the appointment and supervision of the Chief Executive. Effective management of resource and assets 15. To oversee Mind s financial affairs to ensure financial stability. 16. To ensure that appropriate arrangements are in place to oversee the management and protection of Mind s assets and investments. Accountability to the membership 17. To ensure that user involvement is sustained through all aspects of Mind s work and relationships. 3

8 Terms of Reference - Council of Management 18. To ensure that equalities and diversity is sustained through all aspects of Mind s work and relationships. 19. To ensure that Mind is accountable to its donors and stakeholders. 20. To ensure that there are effective arrangements in place to enable stakeholder feedback to the Council. Frequency Six times per year, four formal meetings of approximately 3.5 hrs plus one Saturday meeting and one residential away day. Serviced by The Chief Executive is ultimately responsible for servicing of the Council of Management including preparation of the agenda and agreeing it with the Chair and arranging for minutes to be taken. Reporting procedure Minutes of all Council meetings (excluding confidential items) will be made available to sub-committee and staff. Agendas for Council meetings will be circulated in advance to committees via the forward planner. The Chair in consultation with the other Honorary Officers will decide urgent matters between Council. Wherever possible, other members on the Council should also be consulted. Management of delegated authority Matters decided at sub-committee, within the delegated authority outlined in the terms of reference, will be minuted. Council of Management s noting of such decisions will be deemed as approval of decisions recorded within them. Council of Management has the right to review any decisions made at sub committee. Agreed by Council of Management 26 September 2007 Amended 7 December

9 External Relations Committee Terms of Reference - External Relations Committee Terms of Reference Membership The committee should be composed of: a) Vice Chair (External Relations) who shall be chair of the committee b) Chair of Council ex-officio c) Up to 4 members of Council of Management d) Up to 4 co-options In attendance e) Chief Executive f) Director of External Relations The Council will select Council of Management members with the necessary skills and experience as determined to fulfil the sub-committees responsibilities within the Terms of Reference and Person Specification. The sub-committee may co-opt members drawn from its networks, other organisations, bodies or individuals with the necessary skills and experience as determined to fulfil the sub-committees responsibilities within the Terms of Reference and Person Specification. In addition to skills and diversity gaps, specific consideration should be given by the sub-committee to co-opt members from the local Mind network who are not members of Council of Management. Quorum Four members of the sub-committee, including two trustees Purpose To take delegated responsibility on behalf of Council of Management in relation to Mind s external relationships and the direction of Mind s policy, campaigning, media, communications and information work in furtherance of and within Mind s agreed strategy. For the purpose of this committee external relations means all mission related, externally facing work including: Policy and campaigning Information and legal advice Communications and media work Membership 5

10 Terms of Reference - External Relations Committee Conferences and Training Publications Other areas that arise Delegated authority 1. To oversee, monitor and take any necessary decisions on developments of Mind s external relations within Mind s overall agreed strategy. 2. To scrutinise performance and relevant processes on Mind s external relations. 3. To ensure that engagement is sustained and promoted within the areas within the committee s remit. Advisory Role to Council 4. To make recommendations to Council on strategic decisions relating to Mind s external relations. Frequency Four times per year, approximately one month before Council meetings. Serviced by The Director of External Relations normally undertakes this responsibility and is responsible for the servicing of the sub-committee, including preparation of the agenda and agreeing it with the Chair and arranging for minutes to be taken. Reporting procedure The External Relations Committee reports to Council of Management and minutes of all sub-committee meetings will be made available to the next Council of Management meeting. Management of delegated authority Matters decided at sub-committee, within the delegated authority outlined in the terms of reference, will be minuted. Council of Management s noting of such decisions will be deemed as approval of decisions recorded within them. Council of Management has the right to review any decisions made at sub committee. Agreed by Council of Management 26 September 2007 Amended 7 December

11 Networks and Communities Committee Terms of Reference - Networks and Communities Committee Terms of Reference Membership The committee should be composed of: a) Vice Chair (Networks) - who shall be Chair of the Committee b) Chair of Council ex-officio c) Up to 3 members of Council of Management d) Up to 3 co-options In attendance e) Chief Executive f) Director of Networks and Communities The Council will select Council of Management members with the necessary skills and experience as determined to fulfil the sub-committees responsibilities within the Terms of Reference and Person Specification. The sub-committee may co-opt members drawn from its networks and advisory panels, other organisations, bodies or individuals with the necessary skills and experience as determined to fulfil the sub-committees responsibilities within the Terms of Reference and Person Specification At least two members of the committee should be from a local Mind association. Specific consideration should be given by the sub-committee to co-opt members from the local Mind network who are not members of Council of Management,, from Mind Retail and individuals with specific skills and experience in stakeholder engagement from within Mind or the wider movement. Quorum Four members of the sub-committee, including two trustees. Purpose To take delegated responsibility on behalf of Council of Management in relation to support services to local Minds, including the development of the One Mind approach, the quality standards and review process and the Service Development Unit, Mind s grant-making activities and oversight of Mind s networks, in furtherance of and within Mind s agreed strategy. 7

12 Delegated authority Terms of Reference - Networks and Communities Committee 1. To oversee, monitor and take any necessary decision relating to the One Mind approach and develop recommendations for Council of Management approval. 2. To oversee, monitor and take any necessary decisions relating to support to local Minds within Mind s overall strategy. 3. To oversee, monitor and take any necessary decisions relating to Mind s Quality Standards and Quality Review process. 4. To oversee, monitor and take any necessary decisions relating to Mind s affiliate membership arrangements within Mind s overall strategy including charges made. 5. To have specific responsibility to oversee, monitor and advise Council and committees on matters relating to engagement within Mind. 6. To oversee, monitor and make necessary decisions relating to grantmaking activity undertaken by Mind within Mind s overall strategy. 7. To oversee, monitor and make necessary decisions relating to Mind s networks within Mind s overall strategy. Advisory Role to Council 8. Reviewing and recommending to Council arrangements to operate within Mind for individual and affiliate membership and other similar networks. Frequency Four times per year, approximately one month before Council meetings. Serviced by The Director of Networks and Communities normally undertakes this responsibility and is responsible for the servicing of the sub-committee, including preparation of the agenda and agreeing it with the Chair and arranging for minutes to be taken. Reporting procedure The Networks and Communities Committee reports to Council of Management and minutes of all sub-committee meetings will be made available to the next Council of Management meeting. Supporting papers will be made available on request to trustees. Management of delegated authority Matters decided at sub-committee, within the delegated authority outlined in the terms of reference, will be minuted. Council of Management s noting of such decisions will be deemed as approval of decisions recorded within them. Council of Management has the right to review any decisions made at sub committee. 8

13 Terms of Reference - Networks and Communities Committee Agreed by Council of Management 26 September 2007 Amended 7 December

14

15 Terms of Reference - Business Management Committee Business Management Committee Terms of Reference Membership The committee should be composed of: a) Honorary Treasurer - who shall be Chair of the committee b) Chair of Council ex-officio c) Up to 3 members of Council of Management (appointed by Council) d) Up to 3 co-options In attendance e) Chief Executive f) Director of Finance and Resources g) Director of Fundraising The Council will select Council of Management members with the necessary skills and experience as determined to fulfil the sub-committees responsibilities within the Terms of Reference and Person Specification. The sub-committee may co-opt members drawn from its networks, other organisations, bodies or individuals with the necessary skills and experience as determined to fulfil the sub-committees responsibilities within the Terms of Reference and Person Specification Quorum Four members of the sub-committee, including at least two trustees. Purpose To take delegated responsibility on behalf of the Council of Management in relation to the oversight and monitoring of the financial, fundraising, personnel and administrative activities of Mind in furtherance of and within Mind s agreed strategy. Delegated authority 1. To ensure that engagement is sustained and promoted within the areas within the committee s remit. 2. To ensure that Mind operates within the financial law and guidelines set out in current legislation, by the Charity Commission, the Articles of Association and by the Council of Management. 11

16 Terms of Reference - Business Management Committee 3. To formulate, for Council to approve and agree, a financial strategy, fundraising strategy, reserve policy and budget that will help to achieve Mind's objectives, and regularly to review and monitor these. 4. To scrutinise regularly the charity s management accounts and monitor performance against the approved budget, tracking trends and agreeing remedial action when required, and approving any significant variations to budget. 5. To scrutinise and evaluate regularly the charity s current and forecast cashflow, ensuring that Mind's financial obligations are met, and to inform Council of any concerns. 6. To work with the Director of Finance and Resources and other senior staff to ensure that financial information is both accurate and presented in such a way that facilitates good governance and management. 7. To regularly review and advise Council on the appropriate regulatory framework within which the charity must function, including ensuring adequate financial controls 8. To advise Council on the financial implications and financial operational risks arising from board decisions especially the Council s strategic and policy decisions. 9. To oversee and monitor Fundraising activity within agreed strategy. 10. To oversee, monitor and take decisions as necessary on all matters relating to Mind Retail including effective liaison. 11. To oversee and monitor investments and take decisions as necessary on investment policies within agreed strategy. 12. To oversee, monitor and take decisions as necessary on property including purchases, leases and management. 13. To oversee and monitor personnel and staff matters, personnel policies and procedures and review decisions as necessary on establishment, pension arrangements, and staff conditions of service. 14. To oversee, monitor and take decisions as necessary on all matters relating to the provision and support of other resources including IT. Advisory Role to Council 15. To advise on, scrutinise and evaluate a draft annual budget for the approval of the Council, ensuring that it is compatible with, and supports, the charity s objects and the strategic and operational plans. 16. To consider the risks attached to the proposed budget and advise the board accordingly. 17. To formulate for board approval and regularly to review an appropriate investment policy and to ensure that it is adhered to. 18. To review the charity s risk analysis and risk management prior to Council approval 19. To review the Fundraising strategy prior to Council approval 20. To provide advice and views on health and safety matters 21. To provide advice and views as necessary on matters pertaining to relationships with employee representative, in particular any formally recognised bodies such as T&GW 12

17 Terms of Reference - Business Management Committee Frequency Four times per year, approximately one month before Council meetings. Serviced by The Director of Finance and Resources normally undertakes this responsibility and is responsible for the servicing of the sub-committee, including preparation of the agenda and agreeing it with the Chair and arranging for minutes to be taken. Reporting procedure The Business Management Committee reports to Council of Management and minutes of all sub-committee meetings will be made available to the next Council of Management meeting. Supporting papers will be made available on request to trustees. Management of delegated authority Matters decided at sub-committee, within the delegated authority outlined in the terms of reference, will be minuted. Council of Management s noting of such decisions will be deemed as approval of decisions recorded within them. Council of Management has the right to review any decisions made at sub committee. Agreed by Council of Management 26 September 2007 Amended 7 December

18 Terms of Reference - Pwllgor Cymru Pwyllgor Cymru Terms of Reference Membership The committee should be composed of: a) Chair b) Two Trustees (one of which is a Wales based Trustee) appointed by Council of Management c) Up to 12 members from Minds networks in Wales with approximately 50% of these members from LMAs In attendance d) Director, Mind Cymru e) Chief Executive or nominated person The Council will select Council of Management members with the necessary skills and experience as determined to fulfil the sub-committees responsibilities within the Terms of Reference and Person Specification. The sub-committee may co-opt members drawn from its networks and advisory panels, other organisations, bodies or individuals with the necessary skills and experience as determined to fulfil the sub-committees responsibilities within the Terms of Reference and Person Specification. The Chair will be elected from within Pwyllgor Cymru membership annually. In the absence of the Chair at a Pwyllgor Cymru meeting a deputy Chair will be appointed at the start of the meeting. Quorum Six members including at least 1 trustee and 1 senior manager from Mind. Purpose Mind wishes to establish governance arrangements that reflects the context of working across two nations and devolution in Wales and that enables the most effective impact for Mind s work in Wales. Pwyllgor Cymru enables Mind to give recognition and value to the culture and identity of Wales and the diversity that exists within this. A schedule of delegation (Appendix A), agreed by Council of Management, sets out the areas of devolved decision making for Pwyllgor Cymru. The 14

19 Terms of Reference - Pwllgor Cymru Trustee of Mind and Chief Executive, as members of Pwyllgor Cymru, will provide clarification on where matters coming before Pwyllgor Cymru sit within this schedule of delegation. On reserved matters Pwyllgor Cymru will be able to give recommendations and/or advice to inform decision making by Council of Management. General Principles Pwyllgor Cymru will seek to ensure that decisions made and advice given reflect fairness between England and Wales. Meetings will initially be held in English and a commitment is given to the implementation of Mind s Welsh Language Scheme. Respect for and active engagement with addressing equalities issues will be reflected in the working of Pwyllgor Cymru at all times. Pwyllgor Cymru will provide staff who attend meetings with a forum for support and guidance. Delegated Authority 1. To ensure that user involvement is sustained within the areas within the committee s remit. 2. Oversight, monitoring and making necessary decisions about Wales specific issues in relation to delivering Minds Mission and Values in Wales in accordance with an agreed schedule of delegation 3. To decide within an agreed level of funding Mind Cymru priorities for expenditure and allocation of budget and to monitor and evaluate that expenditure. 4. To explore and develop future models of governance arrangements for Minds work in Wales. 5. To establish and utilise links to stakeholders to ensure that the voice of service users & network members in Wales inform Mind Cymru and Mind 6. To further develop relationships with influential partners in Wales such as Welsh Assembly Government Advisory Role 7. To contribute to the strategic development of Mind and also of Mind Cymru specifically as a national mental health organisation in Wales in accordance with the agreed schedule of delegation 8. To inform the priorities of Mind in relation to its work in Wales carried out by staff not working in Mind Cymru Frequency Four times per year in Cardiff, approximately one month before Council meetings for a maximum of 4 hours. 15

20 Terms of Reference - Pwllgor Cymru Additional meetings will be arranged as agreed, for example for training or to complete a programme of work within agreed timescales. A maximum of two development days a year will be held - normally in Wrexham as agreed in the annual work programme. Decision making process Pwyllgor Cymru will strive to make decisions through discussion and consensus. It is expected that all members will work towards this. Members reserve the right to record in the minutes disagreement with any views expressed or majority decisions reached. Serviced by The Director, Mind Cymru normally undertakes this responsibility and is responsible for the servicing of the sub-committee, including preparation of the agenda and agreeing it with the Chair and arranging for minutes to be taken. Reporting procedure Pwyllgor Cymru will report decisions, make recommendations and advise Council of Management as agreed in the schedule of delegation. Minutes of will be made available to the next Council of Management meeting. Supporting papers will be made available on request to trustees. Management of delegated authority Matters decided at sub-committee, within the delegated authority outlined in the terms of reference and schedule of delegation, will be minuted. Council of Management s noting of such decisions will be deemed as approval of decisions recorded within them. Council of Management has the right to review any decisions made at sub committee. Agreed by Council of Management 26 September

21 Audit Committee Terms of Reference Membership The committee shall be appointed by the Council and shall consist of: a) Honorary Treasurer b) Chair of Council ex officio c) Up to 2 members of Council of Management d) Up to 2 co-opted members The Chair of the Committee will be appointed from amongst the members, excluding the Honorary Treasurer, to retain the independence of the committee. Specific consideration should be given by the Council to appoint at least 1 trustee who is not a member of the Business Management Committee. Specific consideration should be given by the sub-committee to co-opt members from local Minds or other stakeholder groups who are independent of Council. At least one member of the Audit Committee should have significant, recent and relevant financial experience. Members should be adequately trained in their responsibilities and be fully briefed and kept up to date on any significant matters relating to their terms of reference. Attendance at meetings The Chief Executive and Director of Finance and Resources and a representative of the external auditors shall normally attend meetings. However, at least once a year the committee shall meet for part of the meeting with the external auditors without any member of charity management present. Quorum Two members shall constitute a quorum. Purpose The overall responsibility of the audit committee is to take delegated responsibility on behalf of Council of Management for ensuring that there is a framework for accountability; for examining and reviewing all systems and methods of control both financial and otherwise including risk analysis and risk management; and for ensuring the charity is complying with all aspects of the law, relevant regulations and good practice. 17

22 Delegated authority 1. To investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the committee. 2. The committee can be authorised by the Chair and Treasurer of trustees in exceptional circumstances to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary. Duties The duties of the Committee shall be: Financial reporting (a) To review, and challenge where necessary, the audit representation letters, the actions and judgements of management in relation to financial statements, interim reports and related formal statements before submission to, and approval by Council. (b) The review of the financial statements will focus particularly on: (i) any changes in accounting policies and practices (ii) major judgmental areas (iii) significant adjustments resulting from the audit (iv) the going concern assumption (v) compliance with accounting standards (vi) compliance with legal requirements (c) Where the Audit Committee is not satisfied with any aspect of the proposed financial reporting it shall report its views to Council. Internal control and risk management (d) To review the procedures for handling allegations of whistleblowers. (e) To review management s reports on the effectiveness of the systems for internal control and risk management. (f) To review the statement in the annual audit report and accounts on the internal control and risk management framework. (g) To assess the scope and effectiveness of the systems established by management to identify, manage, and monitor financial and non-financial risk. Internal audit (h) To agree the annual audit plan with internal audit, based on the risks to which the charity is exposed. (i) To have access to all internal audit reviews and reports and the recommendations in them. (j) To monitor internal audit reviews and outstanding recommendations. (k) To ensure that internal audit has direct access to the Chair and the Audit Committee. 18

23 (l) To consider the appropriateness of executive action following internal audit reviews and to advise senior management on any additional or alternative steps to be taken. 19

24 External audit (m) To oversee relations with the external auditors, and advise Council accordingly. (n) To consider and make recommendations to Council on the appointment, reappointment and removal of the external auditors. (o) To approve the terms of engagement and remuneration to be paid to the external auditors for audit services provided. (p) To assess the qualification, expertise and resources, effectiveness and independence of the external auditors annually. (q) To discuss, with the external auditors, before the audit commences, the nature and scope of the audit. (r) To review, with the external auditors, the findings of their work. (s) To assess the effectiveness of the audit process. (t) To develop and recommend to Council policy on the provision on non-audit services by the auditors and ensure the provision of such services does not impair the external auditors independence and objectivity. (u) To ensure there is co-ordination and good working relationships between internal audit, external audit and any other review bodies set up. Frequency of meetings Meetings shall be held not less than twice a year. The external auditors may request a meeting if they consider that one is necessary. Where the Committee judges that an issue requires earlier attention, there shall be a direct line of communication to the Chair. Serviced by The Director of Finance and Resources is responsible for the servicing of the sub committee, including preparation of the agenda and agreeing it with the Chair and arranging for minutes to be taken. Reporting procedures The Audit Committee reports to Council of Management and minutes of all meetings of the committee will be made available to the next Council of Management meetings. Supporting papers will be made available on request to trustees. Review The Committee will review these terms of reference on an annual basis. Agreed by Council of Management 26 September 2007 Amended 7 December

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