Governance

1. This role description summarises the duties, responsibilities and personal attributes of independent members of the Board. The terms ‘Board’ and ‘governing body’ refer to both Coleg Sir Gâr and Coleg Ceredigion.
2. The role description sits alongside, and summarises aspects of, the Code of Good Governance for Colleges in Wales (‘the Code’), which provides guidance to Board members on:
   • the standards of conduct and accountability which are expected of them in their role as governors of the College and charity trustees;
   • the principles and values of the College and of public service more generally;
   • the College’s approach to matters such as confidentiality and the declaration of interests.
3. All members of Council are asked to sign up to the Code on appointment and to confirm their continuing acceptance of its terms on an annual basis.
4. The role description is informed by the following, which are provided for new Board members on appointment and may be updated from time to time the::
   • Articles of Association
   • Further Education Code of Governance;
   • Regulations and guidance of the Charity Commission.
   • UWTSD/CSG Operational Protocol
5. The role description is reviewed periodically by the Board’s Search and Governance Committee and is confirmed at the start of any recruitment process for new members of the Board.

1. Members are responsible for exercising the functions and powers set out in the Articles of Association. Members have a responsibility for ensuring that the governing body acts in accordance with the Articles of Association and with the institution’s internal rules and regulations. They should seek advice from the Clerk in any case of uncertainty.
2. Members have a key role to play in ensuring that the business of the governing body is carried out efficiently, effectively, and in a manner appropriate for the proper conduct of public business. All members are expected to prepare properly for meetings, to attend all meetings unless exceptional reasons apply, to make rational and constructive contributions to debate and to make their knowledge and expertise available to the governing body as opportunity arises.
3. In addition to their membership of the governing body, members will normally be asked to join one or more of its sub-committees. They may also be asked to act as the designated lead for a specified area of business. Members may also be invited to represent the Governing Body on appropriate UWTSD committees.
4. Members are expected to support the institution in its student and community activities, including through attendance at ceremonial and presentational events.
5. Members have collective responsibility for the decisions reached by the governing body.
6. Members must keep the governing body’s discussions and views expressed by individual members confidential. The duty of confidentiality continues even after an individual has ceased to be a member.

1. Members are expected to follow the Seven Principles of Public Life set out by the Nolan Committee on Standards in Public Life, which embrace selflessness, integrity, objectivity, accountability, openness, honesty and leadership. They must also ensure that the governing body conducts itself in accordance with these Principles, which are listed in full in the Code, by actively participating in any process of reviewing governance effectiveness as determined by the Board.
2. It is central to the proper conduct of public business that members of the governing body should act and be perceived to act impartially, and not be influenced in their role as governors by social or business relationships. Appointed members are expected to make a full and timely disclosure of such interests annually in accordance with the procedures approved by the governing body. Thereafter they must, as soon as practicable, disclose any interest which they have in any matter under discussion and accept the ruling of the Chair in relation to the management of that situation. Detailed guidance on making and managing conflicts of interest is provided in the Code.
3. The College is a registered charity and its governing body is therefore the governing body of the charity. Members of the governing body are also trustees of the charity, Trustees have a responsibility for ensuring that the governing body exercises oversight of the efficient and effective use of the resources of the institution for the furtherance of its charitable purposes, maintains its long-term financial viability, and safeguards its assets, and that proper mechanisms exist to ensure financial control and for the prevention of fraud.
4. Under Charity Commission rules, certain circumstances prevent the appointment of an individual as a trustee. These circumstances are checked prior to appointment. Following appointment, the annual declaration of interests process is also used as a mechanism to confirm members’ continuity eligibility to act as trustees and members must inform the Clerk immediately of any changes to their circumstances which have a bearing on their eligibility to be a trustee.

1. Members have a responsibility for ensuring that the governing body exercises control over the strategic direction of the College through an effective planning process, and that the performance of the College is adequately assessed against the objectives which the governing body has approved.
2. Members are encouraged to establish constructive and supportive working relationships with College employees with whom they come into contact. However, members must recognise the proper separation between governance and executive management and avoid involvement in the day-to-day executive management of the institution.

1. Members may be asked to represent the governing body and the College externally. They will be fully briefed by the College to enable them to carry out this role effectively.
2. Members may be asked on behalf of the College to use their networking skills for a range of reasons, for example, to support the employability of students and to attract grants and investment.
3. Members may be asked to play a role in liaising between key stakeholders and the College. They will be fully briefed by the College to enable them to carry out this role effectively. However, this role in particular must be exercised in a carefully coordinated fashion with other senior officers and staff of the College.

1. Members are expected to have a strong personal commitment to Further and Higher Education and to the mission, values, aims and objectives of the College.
2. Members are expected at all times to act fairly and impartially in the interests of the College as a whole, using independent judgement and maintaining confidentiality as appropriate.
3. The College is committed to creating an inclusive learning and working community which is free from discrimination, harassment and victimisation, and where all staff and students are supported, feel respected and can show their potential. It aims to achieve a culture of openness in which people feel safe and valued and in which there are good interpersonal relationships. Governing body members are expected to display the same behaviours expected of staff and students.
4. Following appointment members must participate in the induction arranged for them by the College. Thereafter they are expected to take part in development events and activities organised by the College to support them in their role, which may be provided internally or externally, and in any appraisal process.

1. All independent members are expected to be able to demonstrate the following:
    
   • An understanding of and willingness to adhere to the Nolan Principles.
   • A commitment to and enthusiasm for the mission and values of the College, its pursuit of excellence, its civic mission and its strategic ambitions within Wales and beyond.
   • An appreciation of the value that the College brings to its communities within Wales.
   • An ability to contribute to enhancing the experience of the College’s students and their employability.
   • A commitment to equality, diversity and inclusion.
   • A commitment to the bilingual nature of the College and to enhancing the language and culture of Wales.
   • Integrity, sound judgement and an inquiring mind.
   • The ability to think strategically, to make reasoned judgements, to analyse information and then to challenge constructively as a critical friend, offering sound and wise advice.
   • The ability to support and work effectively with other governing body members and the institution’s senior officers.
   • Good communication skills.
   • Availability to prepare for and attend governing body and committee meetings.
   • Commitment to participation in the wider work of the College through attendance at appropriate events.
   • Ability and willingness to promote the College in the wider community.
2. In addition, members are expected to have experience in one or more areas determined by the governing body in accordance with its capability requirements and the skills and experience of existing members. The governing body has determined that the following areas of expertise represent its main capability requirements:
    
   • Further and/or higher education;
   • Strategic planning; business and finance; marketing;
   • Accountancy, audit and risk;
   • Remuneration; pensions;
   • Entrepreneurship; fund- raising;
   • Estates and property development;
   • Equality and diversity;
   • Legal and regulatory matters;
   • Human resources;
   • Welsh language and bilingualism;
   • Civic mission and external relations;

1. The time commitment involved will vary, but it is estimated to be approximately 8 - 15 days per year to prepare for and attend meetings and to attend events.
2. Membership of the governing body is not remunerated but members may, via the procedures specified by the Clerk, reclaim travelling and similar expenses incurred in the course of governing body business.

Date of approval by Board: 24 March 2022 

Version: 1.0

• 1.1 Public and College Expectation
  The Welsh public has a high expectation of those who serve on the Boards of public bodies and the way in which they should conduct themselves in undertaking their duties. The Boards of Coleg Sir Gar/Coleg Ceredigion has set out in this Code of Conduct its expectations in relation to the conduct of Board and Committee Members.
• 1.2 Use of the Code
  This Code is intended as a guide, to indicate the standards of conduct and accountability which are expected of Board and Committee Members, to enable them to understand their legal and ethical duties and to assist them both in carrying out those duties and in their relationship with the Board and the Principal/Chief Executive.
• 1.3 Aim of the Code
  This Code therefore is aimed at promoting effective, well informed and accountable college governance, and is not intended to be a definitive or authoritative statement of the law or good practice.
• 1.4 Understanding of the Code
  If a Board/Committee Member is in doubt about the provisions of this Code or any documents referred to within it, the Company Secretary/Clerk to the Board should be consulted and, if necessary, professional advice should be obtained. However, ultimate responsibility for the appropriateness of conduct as a Board/Committee Member of the College and for any act or omission in that capacity rests with the individual Board/Committee Member.
• 1.5 Application of the Code
  This Code applies to every committee or working party of the Board and to every subsidiary company or joint venture of the College to which Board and Committee Members may be appointed.
• 1.6 Acceptance of the Code
  By accepting appointment to the Board/Committee, each Board/Committee Member agrees to accept the provisions of this Code. Members will be invited to confirm their continuing acceptance of the Code annually.

• 2.1 Duty of Board/ Committee Members
  Board and Committee Members owe a fiduciary duty to the College. This means that they should show it the highest loyalty and act in good faith in its best interests. Each Board/Committee Member should act honestly, diligently and (subject to the provisions appearing in paragraph 7.1 of this Code relating to collective responsibility) independently. The actions of Board and Committee Members should promote and protect the good reputation of the College and the trust and confidence of those with whom it deals.
• 2.2 Decision making by Board/Committee Members
  Decisions taken by Board and Committee Members at meetings of the Board/Committees must not be for any improper purpose or personal motive. Decisions taken must always be for the benefit of the College, its students and staff and other users of the College and must be taken with a view to safeguarding public funds. Accordingly, Board and Committee Members must not be bound in their speaking and voting by mandates given to them by other bodies or persons.
• 2.3 Responsibilities of Board/Committee Members
  Board and Committee Members must observe the provisions of the College’s Articles of Association and in particular the responsibilities given to the Board by the College’s Articles of Association (Article 6). Those responsibilities, including a list of “reserved” responsibilities which are described in the Articles, that they must not be delegated, are also set out in Article 6 and 7.
• 2.4 Compliance by Board/Committee Members
  Board and Committee Members should comply with the Standing Orders of the Board and the terms of reference of its committees to ensure that the Board conducts itself in an orderly, fair, open and transparent manner. The Board must keep those Standing Orders and terms of reference under periodic review.
• 2.5 Role of the Principal/ Chief Executive
  Board and Committee Members should also have regard to the different, but complementary, responsibilities given to the Principal as the College’s Chief Executive. The responsibilities given to the Principal by the College’s Articles of Association are set out in Article 28 of the Articles of Association. Whereas it is the Board’s function to decide strategic policy and overall direction and to monitor the performance of the Principal and any other senior postholders, it is the Principal’s role to implement the Board’s decisions, and to manage the College’s affairs within the budgets and framework fixed by the Board. Board Members should work together so that the Board and the Principal as Chief Executive perform their respective roles effectively.
• 2.6 Duties to the University (Member)
  Board members are required to comply with the protocol which is in place for the operational relationship between the University of Wales Trinity Saint David (UWTSD) and Coleg Sir Gâr. The protocol sets out how in practice UWTSD will operate as the member of CSG and how CSG will operate as a subsidiary company of UWTSD, including respective responsibilities, matters requiring approval and the flow of information.
• 2.7 Duties to the Charity Commission
  Board members are Trustees of the College and are required to fulfil their legal duties and responsibilities as required by the Charity Commissions.
• 2.8 Duty to the Welsh Government
  Members are collectively responsible for observing the duties set out in the Financial Memorandum which the College has entered into with the Welsh Government as a condition of receiving public funds.
• 2.9 Duty to other funding agencies
  Although the Welsh Government is the main provider of funds to the College, members should note that they are also responsible for the proper use of income derived from other funding bodies.

• 3.1 Due Diligence
  A Board/Committee Member should in all his or her work for the College exercise such skill as he or she possesses and such care and diligence as would be expected from a reasonable person in the circumstances. This will be particularly relevant when Board and Committee Members act as agents of the College, for example, when functions are delegated to a committee of the Board or to the Chair.

• 4.1 Conflict of Interest
  Like other persons who owe a fiduciary duty, Board and Committee Members should seek to avoid putting themselves in a position where there is a conflict (actual or potential) between their personal interests and their duties to the Board. They should not allow any conflict of interest to arise which might interfere with the exercise of their independent judgement. Any potential conflict of interest should be declared to the Board within their annual confirmation of eligibility for being a company director or, if it arises during the year, as soon as it arises.

• 5.1 Powers of the Board
  Board Members are responsible for taking decisions which are within the powers given to the Board by Parliament under sections 18 and 19 of Further and Higher Education Act 1992. A summary of those powers is set out in Appendix 6. If a Board Member thinks that the Board is likely to exceed its powers by taking a particular decision, he or she should immediately refer the matter to the Company Secretary/Clerk to the Board for advice.

• 6.1 Disclosure
  Board and Committee Members must disclose to the Board any direct or indirect financial interest they have, or may have, in the supply of work to the College or the supply of goods for the purposes of the College, or in any contract or proposed contract concerning the College, or in any other matter relating to the College or any other interest of a type specified by the Board in any matter relating to the College, or any duty which is material and which conflicts or may conflict with the interests of the Board.
• 6.2 Reporting of Disclosure
  If an interest of any kind (including an interest of a spouse or partner of a Board/Committee Member or of a close relative of the Board/Committee Member or his or her partner or spouse) is likely or would, if publicly known, be perceived as being likely to interfere with the exercise of a Board/Committee Member’s independent judgement, then: -
  • 6.2.1 the interest, financial or otherwise, should be reported to the Company Secretary/Clerk to the Board;
  • 6.2.2 the nature and extent of the interest should be fully disclosed to the Board before the matter giving rise to the interest is considered;
  • 6.2.3 if the Board/Committee Member concerned is present at a meeting of the Board/Committee, or any of its committees, at which such supply, contract or other matter constituting the interest is to be considered, he or she should: -
    a. not take part in the consideration or vote on any question with respect to it and will not be counted in the quorum for that meeting; and
    b. withdraw from that Board or committee meeting where required to do so by a majority of the Members of the Board or committee present at the meeting.
• 6.3 Definition of ‘close relative’
  For the purposes of clause 6.2 “close relative” includes but is not limited to a father, mother, brother, sister, child, grandchild and step-father/mother/ brother/sister/child.
• 6.4 Receipt of benefits
  Board and Committee Members must not receive gifts, hospitality or benefits of any kind from a third party which might be seen to compromise their personal judgement or integrity. Any offer or receipt of such gifts, hospitality or benefits should immediately be reported to the Company Secretary/Clerk to the Board.
• 6.5 Register of Interests
  The Company Secretary/Clerk to the Board will maintain a Register of Board Members’ Interests which will be open for public inspection. Board and Committee Members must disclose routinely to the Board all business interests, financial or otherwise, which they may have, and the Company Secretary/Clerk to the Board will enter such interests on the Register. Board and Committee Members must give sufficient details to allow the nature of the interests to be understood by enquirers. Board and Committee Members should inform the Company Secretary/Clerk to the Board whenever their circumstances change and interests are acquired or lost. In deciding whether an interest should be disclosed, Board and Committee Members should have regard to the meaning given to “interest” in paragraphs 6.2 and 6.3 of this Code.

• 7.1 Collective responsibility
  The Board operates by Board Members taking majority decisions in a corporate manner at quorate meetings. Therefore, a decision of the Board, even when it is not unanimous, is a decision taken by the Board Members collectively and each individual Board Member has a duty to stand by it, whether or not he or she was present at the meeting of the Board when the decision was taken.
• 7.2 Disagreement with decisions
  If a Board Member disagrees with a decision taken by the Board, his or her first duty is to have any disagreement discussed and minuted. If the Board Member strongly disagrees, he or she should consult the Chair and, if necessary, then raise the matter with the Board when it next meets. If no meeting is scheduled, the Board Member should refer to the power of the Chair or any five Board Members under the College’s Instrument of Government to call a special meeting and, if appropriate, exercise it, requesting the Company Secretary/Clerk to the Board to circulate the Board Member’s views in advance to the other Board Members. Alternatively, as a final resort, the Board Member may decide to offer his or her resignation from office, after consulting the Chair.

• 8.1 Openness and transparency
  Because of the Board’s public accountability and the importance of conducting its business openly and transparently, Board and Committee Members should ensure that, as a general principle, students and staff of the College have free access to information about the proceedings of the Board. Accordingly, agendas, minutes and other papers relating to meetings of the Board are normally available for public inspection when they have been approved for publication by the Chair.
• 8.2 Confidential agenda items and sensitive information
  There will be occasions when the record of discussions and decisions will not be made available for public inspection; for example, when the Board considers sensitive issues or named individuals and for other good reasons. Such excluded items will be kept in a confidential folder by the Company Secretary/Clerk to the Board, and will be circulated in confidence to Board Members. Some confidential items are likely to be of a sensitive nature for a certain period of time only (for example information relating to a proposed commercial transaction or collaboration with another institution). The Board should specify how long such items should be treated as confidential or, if this is not possible, such items should be regularly reviewed to consider whether the confidential status should be removed or whether the public interest in disclosure outweighs that confidential status and the item made available for public inspection. When considering such issues, the Board Members must also consider the College’s publication scheme issued under the Freedom of Information Act 2000.
• 8.3 Restriction of access for staff and student members
  However, staff and student Board Members have no right of access to minutes dealing with matters in respect of which they are required to withdraw from meetings under the College’s Instrument of Government.
• 8.4 Confidentiality
  It is important that the Board and its Committees have full and frank discussions in order to take decisions collectively. To do so, there must be trust between Board and Committee Members with a shared corporate responsibility for decisions. Board and Committee Members should keep confidential any matter which, by reason of its nature, the Chair or Members of any Committee of the Board are satisfied should be dealt with on a confidential basis.
• 8.5 Making information public
  Board and Committee Members should not make statements to the press or media or at any public meeting relating to the proceedings of the Board or its Committees without first having obtained the approval of the Chair or, in his or her absence, the Vice Chair. It is unethical for Board and Committee Members publicly to criticise, canvass or reveal the views of other Board and Committee Members which have been expressed at meetings of the Board or its Committees.

• 9.1 Complaints procedure
  In order to ensure that the affairs of the College are conducted in an open and transparent manner and that the College is accountable for its use of public funds but also to its employees, its students and the community it serves, it is important for there to be appropriate complaints procedures in place and for these to be well publicised. Board and Committee Members are reminded of their specific responsibility under the Articles of Association to make rules specifying the procedures in accordance with which employees may seek redress of any grievances relating to their employment, of the importance of having formal complaints procedures in place to handle issues raised by students, former students and third parties and of the legal requirement to have a whistle blowing procedure in place.
• 9.2 Investigation of Complaints
  Board and Committee Members are reminded that the college must investigate:
  • all allegations of irregularity (unlawful or unethical conduct, financial malpractice, equality and diversity issues and health and safety risks to staff, learners or the public;
  • quality or management of learning provision, undue delay or non-compliance with published procedures, and complaints made by learners.

• 10.1 Attendance by Board/Committee Members
  A high level of attendance at meetings of the Board/Committee is expected [refer to the College’s Standing Orders for detailed attendance requirement] so that Board and Committee Members can perform their functions properly.

• 11.1 Selection of Board/Committee Members
  The Board/Committee will seek to ensure that all Board and Committee Members are appointed on merit, in accordance with an open selection procedure carried out by the Board’s Search and Governance Committee, and are drawn widely from the community which the College serves so as to be representative of that community. The Board should have regard to the provisions relating to the membership of the Board in the College’s Articles, the need to combat discrimination and to promote equality, and the need to make available a range of necessary skills and experience to ensure that the Board carries out its functions under the College’s Articles of Association.
• 11.2 Participation in training
  Board and Committee Members must obtain a thorough grounding in their duties and responsibilities by participating in internally and externally provided governance induction and training programmes, including regular refresher workshops.
• 11.3 Annual Review of Performance
  In order to promote more effective governance, Board Members will carry out an biennial review of the performance by the Board, and its Committees, of their duties and responsibilities, as part of a continuing and critical process of self-evaluation.