National Board of Trustees
The Board manages the business of The Scout Association in accordance with the Royal Charter and the Bye-laws of the Association. It's the Association's national decision making body. Its members are the Trustees of the Association.
Role of the Board of Trustees
- The Board shapes and approves the strategy of The Scout Association, makes sure that we are taking action to achieve that strategy and ensures that the Association is meeting its legal and financial obligations. It is the Association's national decision-making body.
- The Trustees must act in the best interests of the Association as a whole (even if they are elected by a particular electoral college). They delegate authority for day to day activities to appropriate volunteers and staff.
- The Board meets four times a year. In addition, Trustees are expected to attend the Annual General Meeting (AGM) and are usually expected to sit on at least one of the Committees which reports into the Board: these meet from 2 – 4 times a year.
- The Trustee role description can be found on our website. Trustees are volunteers and are not paid – although they can claim reimbursement for expenses, in accordance with our Expenses Policy. We give all new Trustees a full induction to the role, along with an allocated mentor for their first year, and all Trustees take part in development sessions before each Board meeting.
- Being a Trustee can be rewarding and enjoyable and is a great way to influence Scouting.
The Board has 21 members:
- Twelve members nominated and elected by the Council of The Scout Association at the AGM: nine elected members * + three elected youth members **
- Three “ex officio” members: the UKCC, UKYC and Chief Executive
- Five members appointed by the Council at the AGM on the recommendation of the Board: the Chair of the Board, the Treasurer and up to three others.
- One member has been co-opted for a year from 2020.
- Information about each of the current Board members
* Elected Members
- The nine elected members are split across electoral colleges: England South (three members), England North
(three members), Scotland (one member), Wales (one member) and Northern Ireland (one member). - As an elected member you will serve for a period of three years (starting from the date of the AGM) and can then choose to stand for election for a second three-year period.
** Elected Youth Members
- To stand as an elected youth member, you must have passed your 18th birthday before the Nominations deadline and be aged 23 years or less at the qualifying date.
- As an elected youth member, you will serve for a period of three years (starting from the date of the AGM). You can then choose to stand for election for a for a further and final period of up to three years or until such time as you reach your 26th birthday whichever is first
The Scouts actively encourage Council members to nominate candidates which will assist in reaching out to a wide pool of good applicants. We know we have talented members but it’s our Council members that can really bring those talented individuals to our attention. It is important to ensure continued diversity of thought and a wide spread of knowledge and experience is present across our Board membership. If you know of a member who you think would be a suitable candidate please nominate them at the appropriate time.
- To stand for election you must be:
o Aged 18+ (see further age requirement for youth members – above)
o A current member or associate member of The Scout Association
o Supported in writing by two members of the Council of the Association (see below) and
o Not disqualified from being a charity trustee by virtue of the Charities Act. - Please note the Code of Conduct which we expect all candidates to read and comply with throughout the election process, this is available on the nominations website.
- You need to find two supporters (a “proposer” and a “seconder”) who must both be members of the Council. The list of Council membership can be found in POR Chapter 6.
- After you have found a suitable proposer and seconder who have agreed to support you, please go online and complete the nomination form. You may wish to include a short video (max 1 minute and 10mb) outlining why you want to be a Board member – please upload where indicated on the nominations site.
- Your proposer and seconder each need to submit online written statements (maximum of 60 words each) indicating why they believe that you would make a good Board member. These statements should demonstrate that the proposer and seconder have given serious consideration to your suitability for the role in the light of, amongst other factors, the role description and person specification.
- We will let you know when we have a completed nomination for you. We will also ask if you would like to attend the AGM, where the election results will be announced – although you don’t have to attend if you don’t want to.
- We will publish your name, along with the answers on your candidate information form and your proposer’s and seconder’s statements, on our online election website (along with a link to your video, if you chose to send us one).
- An email link to that website will be sent to all Council members asking them to vote online (unless there is only one validly nominated candidate in any category – in which case that candidate will be taken as elected unopposed).
The Vote
- Electronic voting has become the default procedure and details will be sent to each Council Member every July. If you are unable to vote electronically please let the Governance Team know.
- Each Council member can vote for one candidate in each Electoral College and for one youth member candidate.
- We will announce the names of those elected at the AGM.
Data Protection
The data you have supplied will be stored on Mi-Voice’s servers for 6 months following the close of the election. Your personal information will not be disclosed to any other organisation other than The Scout Association. The answers to your questions will form part of the election material that will be made available to the membership as part of this process.
The terms of reference of the Board of Trustees and its committees can be found below.
Role
The role of the Board of Trustees (“the Board”) is to lead and govern TSA to achieve its vision, in line with its mission, values and charitable objectives and in accordance with the legal requirements of a UK charity.
Membership and Terms of Office
[a] Elected members
Nine Members or Associate Members of TSA (“Association Members”) elected by the Council as follows:
- one from each of Scotland, Wales and Northern Ireland
- three from northern England and three from southern England. (The allocation of Scout Counties to northern England and southern England will be determined by the Board from time to time.) Elected by the Council for a maximum of two three-year periods.
[b] Elected Youth members
Three youth (aged 18-24 years) Association Members elected by the Council. Elected by the Council for a maximum of two three-year periods subject to age restrictions.
[c] Appointed members
- Chair of the Board
- Treasurer
- Up to three other persons
Appointed by the Council at an AGM for a maximum of two three-year periods. Appointed members need not be Association Members at the time of nomination but must accept to become at least an Associate Association Member on appointment by the Council.
[d] Ex-Officio members
- The UK Chief Commissioner(UKCC)
- The UK Youth Commissioner (UKYC)1
- Chief Executive
Other than the Chief Executive, TSA staff may not be appointed as Trustees.
Right of Attendance
The following have a right of attendance (without vote) at Board meetings, subject to prior notification to the Secretary:
- The Chief Scout
- The Deputy Chief Scout
- The International Commissioner and any Country/Regional/County/Area Commissioner or Chairman; and/or Chief Commissioner or UK Commissioner.
They may also make a request and be invited by the Chair to address the Board on any matter appropriate to its remit.
Invited to Attend
The Chair may invite any other person to attend meetings for particular agenda items or otherwise. The Chief Executive, in consultation with the Chair, will determine which, if any, members of the Senior Leadership Team should be invited to attend any meeting.
Quorum
Any seven members.
Responsibilities
The Board will:
1. Set and maintain TSA’s vision, mission, values and strategic objectives and guide TSA to achieve its objectives in the most efficient and effective manner possible consistent with its values and approach
2. Have ultimate responsibility for TSA’s performance, ensuring compliance with law and its governing documents
3. Shape and approve strategic plans and monitor and evaluate TSA’s performance and impact
4. Approve annual business plans and budgets, and multi-year budget projections and to monitor progress against these and to ensure that TSA is managing cash flow and reserves prudently
5. Approve out-of-budget capital or operating expenditure (unless within limits delegated to the Finance Committee or Chief Executive)
6. Oversee the execution and delivery of significant capital projects
7. Approve a schedule of delegations to the Chief Executive and Senior Leadership Team and authorisation limits for, and a schedule of delegations to, the UKCC and UKYC teams
8. Ensure that an ongoing risk assessment and management process is in place across TSA which informs policies, procedures and plans, approve risk appetite statements and ensure that the Board is updated on the risk management process and advised of any significant changes as they occur
9. Oversee management of conflicts of interest
10. Establish, approve and regularly review TSA’s “Key Policies” (as defined in POR), its reserves and investments policies and any other policies identified in TSA’s register of policies as being the responsibility of the Board
11. Approve any decision likely to have a material impact on TSA from any perspective (financial, operational, strategic, reputational or otherwise)
12. Propose to the Council from time to time nominations for the appointment of Chief Scout, any Deputy Chief Scout2 and Treasurer
13. Appoint the Chief Executive, UKCC, UKYC3, the International Commissioner, and the Chairmen of the national boards of TSA, any Chief Commissioner, any national Commissioner, the UK County Commissioners and the Secretary
14. Establish Board committees, approve the appointment of chairs and members of those committees, and approve (or approve the revision of) their terms of reference
15. Approve and lay before the Council at its Annual General Meeting an annual report and consolidated accounts of TSA and its wholly-owned subsidiaries
16. Appoint auditors for TSA’S accounts and fix their remuneration.
17. Establish and review governance effectiveness.
Proceedings of the Board
1. The Board will meet at least quarterly.
2. The Board will strive for consensus around matters which require a decision.
3. In the absence of consensus, matters shall be decided by a majority of votes. If there is an equality of votes, the Chair shall not have a casting vote but the motion shall be deemed not to have been carried.
4. The Board may also elect from its number a Vice-Chair and determine the period for which that person is to hold that office.
5. If the Chair and any Vice-Chair are absent from a meeting, the members of the Board present shall choose one of them (but not the Chief Executive) to chair the meeting.
6. Progress updates on the work of the Board, as well as the approved minutes from Board meetings (excluding any confidential appendices), will be shared openly with interested parties.
Approved by the Board of Trustees 9 July 2016
Members
The Committee shall have between 7 and 11 members, including:
- The Treasurer (who will normally be the Chair of the Committee)
- At least 2 more members of TSA’s Board of Trustees (Board) with relevant financial experience
- At least 2 persons aged 24 or under
- At least 1 independent member with relevant financial skills and experience The Chief Financial Officer
1. Members of the Committee shall be appointed by the Nominations and Governance Committee, in consultation with the Chair of the Committee.
2. Appointments to the Committee shall be for a period of up to 3 years (or, if shorter, until end of term as member of the Board), subject to appraisal, and extendable by no more than one additional 3 year period, so long as (where relevant) the Committee member continues to be aged 24 or under or independent
3. The Board shall appoint the Committee Chair, who will normally be the Treasurer. In the absence of the Committee Chair, the remaining members present shall elect one of themselves to chair the meeting.
Quorum
1. 50% of the membership (subject to declaration of any conflict of interest) including at least one Member of the Board not in an ex officio capacity.
2. In accordance with the regulations for Committee decision-making passed by the Board on 11 July 2015, Committee members participate in a meeting and (subject to declaration of any conflict of interest) are included in the quorum for the meeting provided that:
- the meeting has been properly called in accordance with TSA’s practice and procedures; and
- each Committee member can communicate to the others (for example, by teleconference or video-conference) any information or opinions they have on any particular item of business of the meeting.
Frequency
At least four meetings per annum
Voting
The Committee will strive for consensus around matters which require a decision. In the absence of consensus, matters arising at any meeting shall be decided by a majority of votes of those present (see Quorum above). In case of any equality of votes, the Chair shall not have a second or casting vote. Instead, the motion must be deemed not to have been carried.
Rights of attendance
1. The Chair and all Members of the Board, the UK Chief Commissioner, the UK Youth Commissioner and the Chief Executive have right of attendance in a non-voting capacity.
2. Any others, by prior notice to and with the permission of the Committee Chair, may also attend in a non-voting capacity.
Remit
The Finance Committee’s remit extends to TSA and all TSA’s wholly-owned subsidiary companies from time to time (together with TSA, “the Group”).
The Finance Committee is responsible to the Board for:
Policy and Planning
1. Recommending to the Board the Group’s policies on all financial and associated matters, including the reserves policy, investment policy and financial controls such as expenses policy.
2. Reviewing and monitoring all such policies, making recommendations to the Board as appropriate.
3. Recommending to the Board an annual budget and financial plan for the Group and the level of the Headquarters Membership Subscription.
4. Regularly reviewing performance against budget and plan and generally taking responsibility on behalf of the Board for overseeing all financial aspects of the Group’s operations so as to ensure short- and long-term viability.
5. Contributing to the development of, recommending to the Board and monitoring performance and compliance against, the Group’s long term financial plan and its Commercial Strategy.
6. Reviewing and approving the strategy, business plans and budgets of the trading subsidiaries, including Scout Shops Ltd and Scout Insurance Services Ltd, and monitoring and appraising their performance.
Investments
7. Recommending to the Board the Group’s investment policy and approving the strategy and asset allocation of the Group’s investments, monitoring the performance of the investment managers and periodically reviewing their appointment based on the advice of an expert investment advisory group.
Property
8. Recommending to the Board a rolling five-year strategy for all property and land owned or occupied by the Group.
9. Receiving from the Chief Financial Officer an annual report concerning the security, maintenance and operation of property and land owned or occupied by the Group and making recommendations to the Board as appropriate.
Other Strategic Matters
10. Reviewing and recommending to the Board all proposals for disposal or significant change of use of property and land owned or occupied by the Group.
11. Recommending to the Board investment strategies and plans for the development and operation of all National Centres and monitoring financial and asset-management related performance of the National Centres.
12. Contributing to the development of and approving TSA’s Fundraising Strategy and monitoring performance and compliance against that Strategy, all based on the advice of an expert Fundraising Advisory Group.
13. [Recommending to the Board the Group’s Digital, and Digital Technology, Strategies and monitoring financial and deliverable performance against those Strategies, all based on the advice of the Portfolio Management Group and Digital Advisory Group.
External Audit
14. Recommending to the Board the appointment of external auditors (auditors) and the appointment of other finance related professional advisers, such as bankers and actuaries, as required.
15. Undertaking a detailed review of the Group’s statutory accounts, including review and approval of the statement to be included in the annual report re internal controls and risk management, and debating these with the auditors.
16. Meeting the auditors to agree audit plan and fees.
17. Giving the auditors the opportunity to share thoughts and concerns and raise issues and vice versa both with the management present and absent.
18. Meeting the auditors to discuss key findings from the audit and review and sign off the auditors’ management letter.
Other
19. Considering, and (where appropriate and within the Committee’s delegated authority) approving, all decisions and recommendations made by other Committees of the Board or the Senior Leadership Team which involve substantial expenditure out with approved budget limits by reference to the list of authorities decided by the Board from time to time.
20. Monitoring (at least every six months), reviewing and taking action in relation to risks allocated to the Committee by the Risk Committee and reporting to the Risk Committee accordingly.
21. Approving loans to local Scout groups.
22. Monitoring the financial impacts of TSA Pension Schemes, the Development Grants Board and other TSA funds and making recommendations to the Board where necessary.
23. Monitoring the Group’s insurance arrangements and approving any significant policy changes.
24. Undertaking other work delegated to it by the Board.
Reporting
Minutes of all Committee meetings (or a summary of the Minutes approved by the Committee Chair) will be circulated to the Board.
Authority
The Committee is authorised:
1. To seek any information it requires from any Group employee or volunteer in order to perform its duties; and
2. To require the attendance of any Group employee or volunteer at a meeting of the Committee (or at a meeting of any part of the Committee arranged for a specific purpose) as and when required.
Approved by the Board of Trustees 9 July 2016
Members
The Committee shall have a maximum of 16 members comprising:
- Committee Chair (Trustee)
- Trustee (x1)
- UK Chief Commissioner (T)
- Deputy UK Chief Commissioners (x2)
- Chief Commissioner of England
- Chief Commissioner of Northern Ireland
- Chief Commissioner of Scotland
- Chief Commissioner of Wales
- UK Youth Commissioner (T)
- International Commissioner
- Chief Executive (T)
- Chief Operating Officer
- Director of Commercial Services
- Director of Communications and Marketing
- Director of Finance and Resources
The Board shall appoint the Committee Chair from the membership of the Board. In the absence of the Committee Chair, the remaining members present shall elect one of themselves to chair the meeting.
Quorum
50% of the membership (subject to declaration of any conflict of interest), including at least two (of the five) members of the Board.
Frequency
Normally four meetings per annum.
Voting
The Committee will strive for consensus around matters which require a decision. In the absence of consensus, matters arising at any meeting shall be decided by a majority of votes of those present (see Quorum above). In case of any equality of votes, the Chair shall not have a second or casting vote. Instead, the motion must be deemed not to have been carried.
Rights of attendance
The Chair, all members of the Board and the Chief Scout have right of attendance in a non-voting capacity. Any others, by prior notice to and with the permission of the Committee Chair, may also attend in a non-voting capacity.
Remit
The Committee is responsible to the Board for:
- Oversight of the Fundamentals of Scouting (as defined in Chapter One of Policy, Organisation and Rules) and making recommendations in respect of these for consideration by the Board.
- Approving the Portfolio, Programme and Project Management (P3M) Framework, ensuring it works effectively and that programmes and projects fully comply with its requirements.
- Creating, maintaining and monitoring plans to implement the Board’s vision and strategy for Scouting, and specifically:
- recommending the selection and prioritisation of programmes of work to make up the annual portfolio to the Board for approval;
- developing and overseeing a plan to schedule and deliver the programmes that make up the agreed annual portfolio and report to the Board any material revisions to that plan;
- reviewing the plan, risks and inter-dependencies in light of progress with existing programmes, new demands for change programmes and the availability of resources making changes as necessary;
- specifying tolerances for variations to agreed budgets, scope and delivery timescales beyond which Programme Boards must report exceptions to and seek approval from the Committee for proposals on how to deal with those exceptions.
- Overseeing the approval and monitoring of operational and business-as-usual projects.
- Implementing, monitoring and amending operational aspects of Scouting (see table below) to realise the Board’s vision, in line with agreed policies and strategies; and, where necessary, making recommendations in respect of this for consideration by the Board.
- Establishing and implementing a scheme of delegation and a responsibility assignment matrix (e.g. RASCI, RAPID or similar) for the delegation to any subsidiary groups or teams (existing or new) that the Committee deems necessary to assist it in fulfilling its remit.
- Monitoring, reviewing and taking action in relation to risks allocated to the Committee.
- Undertaking other work delegated to it by the Board.
Delegation
For the avoidance of doubt, the following table lists areas in relation to which the Board has reserved decision-making to itself and others which it has delegated to the Strategy and Delivery Committee (or a group or team to which the Committee has delegated responsibility to under its agreed scheme of delegation and responsibility assignment matrix):
|
“Fundamentals” of Scouting and other matters over which the Strategy and Delivery Committee has oversight but in relation to which decision-making is reserved to Board |
Operational aspects of Scouting in relation to which decision-making is delegated to Strategy and Delivery Committee |
|
The Purpose of Scouting |
The Programme |
|
The Values of Scouting |
Adult volunteer structures and roles |
|
The Scout Method |
Volunteer line management |
|
The Beaver Scout, Cub Scout and Scout Promises (and variations thereof) |
Changes to Policy, Organisation and Rules (outside those Chapters assigned to other Committees) |
|
The Beaver Scout, Cub Scout and Scout Laws |
Scout uniform: any changes or developments which do not substantially alter the appearance of the existing uniform or any part of it |
|
Scouting’s Key Policies (as defined in Chapter Two of Policy, Organisation and Rules) |
Approving occasional and other badges |
|
Scout uniform: purpose and role; any changes or developments which substantially alter the appearance of the existing uniform or any part of it |
Changes to Scouts (the charity) and sectional branding |
Reporting
Minutes of all Committee meetings, or a summary of the Minutes approved by the Committee Chair, will be circulated to the Board.
Approved: September 2020 by the Board of Trustees
Members
The Committee shall have between 7 and 9 members comprising:
- Chair (Trustee with oversight for Safeguarding);
- up to two nominees of UK Chief Commissioner;
- up to three independents with professional safeguarding experience;
- up to two members of the Board of Trustees (including the Chair);
- a young adult with knowledge of safeguarding and awareness of emerging issues for young people; and
- Head of Safeguarding.
Term of Office
Members’ membership of the Committee will be reviewed annually by the Chair.
Frequency
The Committee will meet at least three times per annum (with additional meetings taking place based on the work of the Committee); and through regular teleconferences to maintain momentum on the work of the Committee.
Quorum
50% of the membership (subject to declaration of any conflict of interest) including at least one member of the Board.
Voting
The Committee will strive for consensus around matters which require a decision. In the absence of consensus, matters arising at any meeting shall be decided by a majority of votes of those present (see Quorum above). In case of any equality of votes, the Chair shall not have a second
or casting vote; instead the motion must be deemed not to have been carried.
Rights of attendance
1. The Chair and all members of the Board of Trustees, the Chief Scout, the Chief Executive and all other members of the Association’s Senior Leadership Team have right of attendance in a non-voting capacity.
2. Any others, by prior notice to and with the permission of the Chair, may also attend in a non-voting capacity.
Purpose
The purpose of the Committee is to:
- provide strategic leadership, ownership and oversight of Association’s safeguarding2 policies and procedures (making the necessary recommendations to the Operations Committee and/or Board); and
- ensure that the Association’s safeguarding policies, procedures and practice remains fit for purpose and sector leading in protecting young people in Scouting.
Remit
The remit of the Committee is to support the Board of Trustees to fulfil its responsibilities in relation to safeguarding by:
1. identifying and contributing to the development of safeguarding policies for consideration and endorsement by the Board (as required);
2. ensuring that youth Members, adult volunteers and parents are engaged in contributing to the development of safeguarding policies.
3. developing and overseeing a performance framework to ensure that safeguarding policies, procedures and practice is monitored to provide assurance to the Board;
4. monitoring the local and national implementation of safeguarding policies and procedures to ensure practice is effective and consistently applied;
5. ensuring that appropriate connections are made with other areas of the Association’s work that may have an impact on safeguarding (for example Adult Training);
6. leading the process for safeguarding enquiries from commissioning through to completion;
7. reviewing and overseeing actions from enquiry reports (this should be in conjunction with the Safeguarding Team, particularly where there are specific policy, procedure and/or practice changes that need to be
considered by the Operations Committee and/or Board (as required);
8. ensuring that the exclusions and appeals processes are adhered to and that the process is developed as appropriate with management information being reported to the Operations Committee and/or Board (as
required); and
9. identifying possible areas of development for Association’s safeguarding function, taking into account relevant national agendas and learning from reviews whether this be external or internal to the Association (for example the Association’s commissioned Independent Review of Safeguarding and/or the Independent Inquiry into Child Sexual Abuse).
Authority
The Committee has the delegated authority from the Board to commission safeguarding enquiries.
Notes
The Committee does not oversee day-to-day safeguarding case management (nationally and locally) or core work of the Safeguarding Team, this is overseen by the appropriate line management structure, whether this is through the volunteer structure or the staff team. However, if significant concerns arise through the work of the Committee
then this will be raised with the appropriate accountable people (the Chief Operating Officer and/or the Chief Executive and/or the UK Chief Commissioner).
Version: 1. 2
Date: 28.02.2019
Review: January 2020 [Terms of Reference to be reviewed annually]
Owner(s): Trustee with oversight of Safeguarding
Chief Operating Officer
Membership
The Committee shall have a maximum membership of nine comprising:
- Chair (Trustee with oversight for Safety);
- up to two nominees of UK Chief Commissioner;
- up to two independents with professional safety experience;
- 1 member of the Board of Trustees (in addition to the Chair);
- a young adult with knowledge of/an interest in safety; and
- Head of Safeguarding
Term of office
Members’ membership of the Committee will be reviewed annually by the
Chair.
Frequency
The Committee will meet at least three times per annum (with additional
meetings taking place based on the work of the Committee); and as
necessary through teleconferences to maintain momentum on the work of
the Committee.
Quorum
Five members including the Chair (or delegated to another Trustee) will
make a meeting of the Committee quorate.
Voting
The Committee will strive for consensus around matters which require a
decision. In the absence of consensus, matters arising at any meeting shall be decided by a majority of votes of those present (see Quorum above). In case of any equality of votes, the Chair shall not have a second or casting vote; instead the motion must be deemed not to have been carried.
Attendance
1. The Chair and all members of the Board of Trustees, the Chief Scout,
the Chief Executive and all other members of the Association’s Senior
Leadership Team have right of attendance in a non-voting capacity.
2. Any others, by prior notice to and with the permission of the Chair, may also attend in a non-voting capacity.
Purpose
The purpose of the Committee is to:
- provide strategic leadership, ownership and oversight of Association’s safety policies and procedures for the Movement; The Scout Association as an employer;
- and The Scout Association as a provider of services (making the necessary recommendations to the Operations Committee and/or Board); and
- ensure that the Association’s safety policies, procedures and practice remains fit for purpose and sector leading in protecting young people and adults in Scouting, employees of the Association and service users.
Remit
The remit of the Committee is to support the Board of Trustees to fulfil its
responsibilities in relation to safety by:
1. providing vision and direction for consideration and endorsement by
the Board (as required), by identifying and contributing to the
development of safety policies, procedures and guidance;
2. ensuring that youth members, adult volunteers, parents and staff are
engaged in contributing to the development of safety policies;
3. developing and overseeing a performance framework to ensure that
safety policies, procedures and practice are monitored to provide assurance to the Board (relating to members, staff and service users) and use this management information to inform and drive improvements;
4. monitoring the local and national implementation of safety policies and
procedures to ensure practice is effective and consistently applied;
5. ensuring that appropriate connections are made with other areas of the
Association’s work that may have an impact on safety (for example Adult Training by using incident data to highlight areas of success or concern);
6. ensuring that members receive appropriate support and communication to aid understanding of their responsibilities to enable Safe Scouting;
7. leading the process for Fatal Accident and/or Near Miss inquiries from
commissioning through to completion;
8. reviewing and overseeing actions from inquiry reports (this should be in conjunction with the respective staff functions, particularly where there
are specific policy, procedure and/or practice changes that need to be
recommended for considered by the Operations Committee and/or Board (as required);
9. identifying possible areas of development for Association’s safety
activities, taking into account relevant national agendas and learning from reviews whether this be external or internal to the Association.
Authority
The Committee has the delegated authority from the Board to commission
Fatal Accident and/or Near Miss Inquiries.
Practicalities
The following practicalities will apply to the work of the Committee:
- the Head of Safe Scouting will provide the principal staff support to the Committee and will arrange for administrative support to be made available;
- an agenda and accompanying papers will be circulated to members
seven days in advance of a meeting taking place; and - the minutes and actions of a meeting will be circulated to members
within fourteen days after a meeting takes place.
Notes
The Committee does not oversee the operational day-to-day safety
management (nationally and locally) of HQ staff, this is overseen by the
appropriate line management structure, whether this is through the
volunteer structure or the staff team. However, if significant concerns arise through the work of the Committee then this will be raised with the
appropriate accountable people (the Chief Operating Officer and/or the
Chief Executive and/or the UK Chief Commissioner).
Approved by Board of Trustees October 2018
Version: DRAFT 1.1
Date: 07 August 2018
Review: DAY MONTH 2018 [Terms of Reference to be reviewed annually]
Owner(s): Trustee with oversight of Safety Chief Operating Officer
Members
1. The Committee shall have between 6 and 9 members, including:
- At least 2 members of TSA’s Board of Trustees (the Board) with relevant skills and experience (one of which should be the Chair of the Committee)
- The Treasurer
- At least 1 person aged 24 or under1
- Up to five independent members with relevant skills and experience (of which at least one will be from the Movement).
2. Members of the Committee shall be appointed by the Nominations and Governance Committee, in consultation with the Chair of the Committee.
3. Appointments to the Committee shall be for a period of up to 3 years (or, if shorter, until end of term as member of the Board), subject to appraisal, and extendable by no more than one additional 3 year period, so long as (where relevant) the Committee member continues to be aged 24 or under or independent.
4. The Board shall appoint the Chair of the Committee, who must not be the Chair of the Board or of any other Board Committee. In the absence of the Chair of the Committee, the remaining members present shall elect one of themselves to chair the meeting.
Quorum
1. 50% of the membership including at least one member of the Board.
2. In accordance with the regulations for Committee decision-making passed by the Board on 11 July 2015, Committee members participate in a meeting, and (subject to declaration of any conflict of interest) are included in the quorum for the meeting, provided that:
- the meeting has been properly called in accordance with TSA’s practice and procedures; and
- Each Committee member can communicate to the others (for example by teleconference or video-conference) any information or opinions they have on any particular item of business of the meeting.
Frequency
At least 3 meetings per annum.
Voting
The Committee will strive for consensus around matters which require a decision. In the absence of consensus, matters arising at any meeting shall be decided by a majority of votes of those present (see Quorum above). In case of an equality of votes, the Chair of the Committee shall not have a second or casting vote. Instead, the motion must be deemed not to have been carried.
Rights of attendance
1. The Chair of the Board and all Members of the Board, the UK Chief Commissioner, the UK Youth Commissioner, the Chief Executive and all other members of TSA’s Senior Leadership Team have right of attendance in a non-voting capacity (unless there is a conflict of interest).
2. Any others, by prior notice to and with permission of the Chair of the Committee, may also attend in a non-voting capacity.
Remit
The People and Culture Committee is responsible to the Board for oversight of the People & Culture Strategy and its effective implementation, including the diversity and inclusion agenda. It will ensure HR policies and practices are fit for purpose and legally compliant through review of suitable Key Performance Indicators and other information. The Committee will be responsible for determining the annual staff pay award, the remuneration of members of the Senior Leadership Team (SLT) and for assessing people-related risks and their mitigation.
In particular the Committee will:
1. Review the People & Culture Strategy which supports the organisational strategy and recommend it to the Board.
2. Act as advisor to ensure Diversity and Inclusion considerations for Headquarters underpin the People and Culture strategy.
3. Conduct high level monitoring and oversight of the achievement of objectives within the People & Culture Strategy
4. Oversee the HR function to assure itself that we are legally compliant, effective and responsive to the needs of the organisation and its people.
5. Ensure that the culture of the organisation is appropriate to achieve its objectives and support its values.
6. Monitor suitable HR key performance indicators to assure itself and the Board.
7. Ensure that a robust and effective Reward Policy is in place to underpin the successful recruitment and retention of staff.
8. Ensure that other suitable HR policies and procedures are in place to ensure fairness, equality and best practice in the management of staff
9. Recommend to the Board the annual staff pay award
10. Ensure the effective recruitment of SLT members.
11. Approve remuneration for SLT and market supplements for band I (with the exception of the Chief Executive whose remuneration is determined by the Board).
12. Ensure an effective appraisal process is in place for SLT.
13. Oversee SLT succession planning.
14. Oversee the plans to achieve Investors in People Accreditation.
15. Assure itself that staff/volunteer relationships are effective.
16. Oversee the health, safety and wellbeing of our people, working in collaboration with the Safety Committee
In partnership with the Governance Team and Risk Committee to ensure:
- SLT and Board effectiveness
- Risk register is monitored and risks are reported
Reporting
1. Minutes of all Committee meetings (or a summary of the Minutes approved by the Chair of the Committee) will be circulated to the Board.
2. The Committee will produce, for the approval of the Board, a report of its activities and TSA’s risk management process and key risks to be included in TSA’s annual report.
Authority
The Committee is authorised:
1. To seek any information it requires from any Group employee or volunteer in order to perform its duties; and
2. To request the attendance of any Group employee or volunteer at a meeting of the Committee (or at a meeting of any part of the Committee arranged for a specific purpose) as and when required.
Delegation to Chair of the Committee, Treasurer and Chief Executive
These Terms of Reference further record the Board’s agreement to delegate to the Chair of the Committee, Treasurer and Chief Executive decisions in relation to the two matters below.
This delegation is effective only if all three reach a unanimous decision. If they are not unanimous, the matter must be referred to the Committee for decision.
1. Setting of initial remuneration packages of any SLT member (other than the Chief Executive) before his/her employment as a member of SLT.
2. Setting remuneration packages of any employees below the SLT (whether before or during their employment) for whom the SLT recommend remuneration which is above TSA’s pay bands from time to time.
Approved by the Board of Trustees March 2019
Members
1. The Committee shall have between 7 and 9 members, including:
- The Chair of TSA’s Board of Trustees (the Board)
- The Vice Chair of the Board of Trustees
- UK Chief Commissioner (UKCC)
- UK Youth Commissioner (UKYC)
- Chief Executive
- Up to 3 members of the Board, one of which to be a Trustee (18-24)
- The Chair of the Headquarters Appointments Advisory Committee
2. Members of the Committee shall be appointed by the Board, on the recommendation of the Committee.
3. The Chair of the Board shall be the Committee Chair (except when the Committee is dealing with the matter of succession to the Board chairmanship). In the absence of the Committee Chair, the Vice Chair of the Board will chair the meeting, and in their absence, one other member from the Committee.
Quorum
1. 50% of the membership (subject to declaration of any conflict of interest) including at least one member of the Board (not including the UKCC, UKYC or Chief Executive).
2. In accordance with the regulations for Committee decision-making passed by the Board on 11 July 2015, Committee members participate in a meeting and (subject to declaration of any conflict of interest) are
included in the quorum for the meeting provided that:
- the meeting has been properly called in accordance with TSA’s practice and procedures; and
- each Committee member can communicate to the others (for example, by teleconference or videoconference) any information or opinions they have on any particular item of business of the meeting.
Frequency
At least two meetings per annum.
Voting
The Committee will strive for consensus around matters which require a decision. In the absence of consensus, matters arising at any meeting shall be decided by a majority of votes of those present (see Quorum above). In case of any equality of votes, the Chair shall not have a second or casting vote. Instead, the motion must be deemed not to have been carried.
Rights of attendance
Anyone, by prior notice to and with the permission of the Committee Chair, may attend in a non-voting capacity.
Remit
The Nominations and Governance Committee is responsible to the Board for:
Nominations Matters
1. Regularly reviewing the structure and composition of the Board (including the skills, expertise and diversity of the members of the Board), identifying any gaps, making recommendations to the Board for any changes and preparing a succession plan.
2. Giving full consideration to succession planning for the following roles and being responsible to the Board for identifying and nominating, for the approval of the Board and ensuring, as relevant, compliance with Regulator requirements, the appointments* of the following:
- Chair of the Board
- Vice Chair of the Board
- Chief Scout
- UKCC
- UKYC
- Chief Executive
- The Treasurer
- Any Vice President.
3. Identifying, ensuring, as relevant, compliance with Regulator requirements, and then making the appointments1 of the following:
- Appointed Members, Board
- Executive Directors of TSA’s wholly-owned subsidiary companies (together with TSA, “Group”)
- Non-Executive Directors of TSA’s wholly-owned subsidiary companies.
4. Monitoring the work of the Headquarters Appointments Committee, which has delegated authorities for:
- Processes for search, selection and appointment;
- Monitoring of induction and training (including completion of Wood badge where relevant);
- Appointment review;
- Cancellation of appointments;
- The delegated authority includes the following appointments:
- Deputy UK Chief Commissioners
- UK Commissioners and Deputies
- Deputy and Assistant UK Youth Commissioners
- Chief Commissioners and Deputies
- County/Area Regional (Scotland) Commissioners
- Regional Commissioners (England and Wales)
- Regional Appointments (England)
- International Commissioner and Deputies
- Contingent Leaders and Deputies
- Chief Commissioner of Branches
- Other members of HQ Teams with line management responsibility
5. Recommending to the Board those who should be appointed to chair each of the Board Committees.
6. Appointing, in consultation with the relevant Chair, the members of each Board Committee. (These appointments would normally be for a three year term (subject to appraisal), extendable by mutual consent by no more than one further three year term.)
7. Approving the appointment of any Ambassadors.
Governance Matters
8. Keeping under review and advising the Board on TSA’s governance arrangements, including the provisions of the Royal Charter, Bye Laws and Policy Organisation and Rules; monitoring developments in governance good practice and making recommendations to the Board
regarding compliance.
9. Developing processes and a schedule for regular review of the effectiveness of the Board and its Committees and reporting the outcomes and any recommendations to the Board.
10. Ensuring that an appropriate Board member induction and development programme is in place based on TSA’s strategic plan and the Board member appraisals.
11. Developing and monitoring implementation of regular appraisal of Board and Committee members.
12. Preparing and keeping under review a Governance Document which records the governance procedures and practices established by the Board.
Other
13. Monitoring (at least every six months), reviewing and taking action in relation to risks allocated to the Committee by the Risk Committee and reporting to the Risk Committee accordingly.
14. Undertaking any other work delegated to it by the Board.
Reporting
The Chair shall report to the Board on the Committee’s proceedings at the next Board meeting after each Committee meeting. The Chair has discretion to decide whether Minutes of any meeting (or any summary of the Minutes) should be circulated to the Board.
Authority
The Committee is authorised:
1. To seek any information it requires from any Group employee or volunteer in order to perform its duties; and
2. To request the attendance of any Group employee or volunteer at a meeting of the Committee as and when required.
Approved by the Board of Trustees October 2018
More Information
For more information about being a trustee generally, the Charity Commission’s 'The essential Trustee' is a good start. And of course, if you have any questions about the Trustee role or the election process, please contact the Governance Team.
Email the Governance teamAGM Minutes
1. Candidates:
a. Do not start canvassing for support until the voting site is live.
b. Comply with data protection legislation when using personal data for canvassing, ensuring that you
are not using data which has been obtained for a different purpose.
c. Use only publicly available contact details.
Example: Using emails obtained from public websites is acceptable. Using personal data
from Compass or any other source available to you through your Scouting role is not
acceptable.
d. The use of social media for campaigning is allowable, once the election site is live.
e. Act at all times in line with Scout values and policies.
2. Council Members:
a. Comply with data protection legislation when using personal data for campaigning in support of
election candidates, ensuring that you are NOT using data which has been obtained for a different
purpose.
b. Use only publicly available contact details as above.
c. Ensure that all candidates are treated equally and fairly.
Example: Sharing candidates’ social media posts is acceptable, as is expressing an opinion as
to who you think will make a good trustee. Anything that could be construed as telling other
Council Members who to vote for is not acceptable.
d. Act at all times in line with Scout values and policies.
e. Consider any conflict of interest, particularly if you publicly state who you will be supporting.
f. Do not promote candidates until the elections site is live.
g. Encourage members to vote.
3. Breaches
Breaches of this code of conduct will be dealt with in line with Key Policies.