Terms of Reference for Trustees

The Wye & Usk Foundation (WUF) is a registered charity and a company limited by guarantee. Every trustee is also a director of the company and has legal responsibilities and potential liabilities in each capacity. Full details of these are not included in these Terms of Reference but WUF will provide information on request and is engaged either to bring matters to your attention for resolution or to act on your behalf in complying with those responsibilities.

Overall Purpose: to ensure, with the other trustees, that WUF acts in accordance with its Memorandum and Articles of Association and to manage its activities in furtherance of the objects set out in that Memorandum of Association.

Headline Objectives:

• Governance: ensure that WUF complies with its governing document (the Memorandum and Articles of Association), charity law, company law and any other relevant legislation or regulations
• Governance: make sure that the WUF pursues its objects as defined in its governing document
• Strategy: contribute actively in developing strategic direction and reviewing its implementation
• Strategy: ensure the strategic and operating risks (including financial stability) are assessed regularly and appropriate action taken as required
• Relationships: have effective, productive and respectful relationships with each other and WUF management team.

Additional Information:

• Reports to: Board Chairman
• Remuneration: The role is a non-executive role, not accompanied by any financial remuneration
• Time commitment: three board meetings per year.  The Trustees are also expected to contribute to one or more sub-committees.  The overall commitment is likely to take around 6 – 8 days a year.
• Term: Trustees will serve a maximum term of 10 years. After a break of one year, a person may be re-elected for another maximum term of 10 years.

Here are some particulars associated with the Trustee’s role:

 Strategy and Implementation

Collectively:

• Contribute actively in developing strategic direction, approve the strategic plan and review its implementation
• Approve the business plan and budget annually and monitor progress against it
• Ensure what is happening in the spheres of influence, in which WUF functions, informs the strategic direction
• Ensure the WUF performance is monitored against its objectives and approved indicators
• Ensure the strategic and operating risks (including financial stability) are assessed regularly and appropriate action taken as required.

Governance

Collectively:

• Review and ensure WUF is run exclusively in pursuance of its objects as defined in the Memorandum and Articles of Association (M & A) and all applicable legislation and regulations
• Ensure WUF applies its resources exclusively in pursuance of its objects
• Ensure the financial stability of WUF
• Ensure proper accounting and statutory records are kept
• Ensure the effective and efficient administration of WUF
• Review what policies and procedures need to be and are in place and implemented, which support WUF to operate within its charitable status
• Approve WUF’s policies
• Ensure the property of WUF is managed and protected effectively
• Contribute to the preparation and approve the annual report and accounts
• Review and approve financial policies, controls and their application e.g. proper investment of WUF’s funds
• Review and approve other risk management controls, including any longer term contracts
• From time to time review and approve other relevant governance issues
• Ensure the necessary Board sub-committees and/or Advisory/Steering Groups are in place and have sufficient delegated authority to enable them to fulfil their remits effectively

Review the effectiveness of Board meetings: e.g. frequency, length of time, agenda, discussion content, input from the management team.

Individually:

• Understand the legal requirements and obligations, under which they act as a Board
• Is clear on the difference between the Trustee’s role and that of the Executive
• Prepare for Board meetings, attend and play an active part in the Trustees’ meetings and deliberations
• Exercise due care and attention and use reasonable skill in dealing with WUF’s affairs
• Use one’s own skills, knowledge and experience to help the trustees and/or management team reach sound decisions
• Offer to take the lead in any trustees’ activities where the trustee has specialist knowledge or experience
• Have effective and productive relationship with other Trustees and the management team
• Avoiding any conflict of interests (see below)
• Sit on Committees or Advisory/Steering Groups as reasonably required
• Safeguard the reputation and ethos of WUF

Human Resources

Collectively:

• Appoint the Chief Executive, monitor and his/her performance
• Contribute where skills permit to recruiting and appointing staff
• Review and approve conditions of employment of a material nature (e.g. pensions)
• Review own performance as a Board every two years and Chairman’s annually

Here is some key information about Conflicts of Interest:

• A direct conflict of interest arises if a Trustee (including close family) stands to benefit personally from a contract (including a proposed contract) with WUF
• An indirect conflict of interest arises if a Trustee is involved with an organisation that stands to benefit from a contract with (or grant from) WUF, which in turn benefits the Trustee
• Conflict of interest does not extend to ordinary membership or employment of another organisation where no or minimal pecuniary benefit is derived by the Trustee (unlike the wider ranging rules in the public sector)
• On appointment each Trustee receives a form from the Secretary to declare any such conflict of interests, which may just be a general notice to WUF of an interest in an organisation
• There are 2 golden rules thereafter:
  • First, it is the duty of each Trustee to declare any conflict of interests at the earliest opportunity, which will normally be at the Board meeting at which the interest first arises
  • Secondly, a Trustee should (withdraw and) not vote on any resolution concerning a matter in which the Trustee has, directly or indirectly, an interest or duty which conflicts or may conflict with the interests of the WUF
• In practice, if there is any doubt, it is better to declare the nature of the interest, whereupon any conflict or not can be agreed and recorded in the Minutes

Responsibilities

• Setting the strategy and undertaking the strategic management of WUF.
• Ensuring that WUF complies with its Memorandum and Articles of Association (M & A) and all applicable legislation and regulations.
• Ensuring that WUF pursues its objects as defined in the M & A.
• Ensuring that WUF applies its resources exclusively in pursuance of its objects.
• Ensuring the financial stability of WUF.
• Ensuring proper accounting and statutory records are kept.
• Ensuring the effective and efficient administration of WUF.
• Protecting and managing the property of WUF.
• Ensuring the proper investment of WUF’s funds.
• Approving WUF’s policies.
• Safeguarding the reputation and ethos of WUF. 

Collective Duties

• Approving the business plan annually and monitoring progress against it.
• Determining/approving the annual budget and monitoring progress against it.
• Preparing and approving the annual report and accounts.
• Reviewing and approving financial policies and controls.
• Reviewing and approving all expenditure above £10k or such other authorisation limit(s) from time to time in force.
• Reviewing and approving other risk management controls, including any longer term contracts.
• Appointing the Chief Executive and monitoring his performance.
• Appointing staff and reviewing and approving conditions of employment where of a material nature (e.g. pensions).
• From time to time reviewing their own performance as a Board.
• From time to time reviewing and approving other relevant governance issues.

 Individual Duties

• Attending meetings of trustees.
• Playing an active part in the trustees’ meetings and deliberations.
• Exercising due care and attention and using reasonable skill in dealing with WUF’s affairs.
• Using one’s own skills, knowledge and experience to help the trustees reach sound decisions.
• Offering to take the lead in any trustees’ activities where the trustee has specialist knowledge or experience.
• Avoiding any conflict of interests (see below).
• Sitting on Committees or Advisory/Steering Groups as reasonably required. 

Conflicts of Interest

• A direct conflict of interest arises if a Trustee (including close family) stands to benefit personally from a contract (including a proposed contract) with WUF.
• An indirect conflict of interest arises if a Trustee is involved with an organisation that stands to benefit from a contract with (or grant from) WUF, which in turn benefits the Trustee. An obvious example is a contract with an organisation like the AT.
• Conflict of interest does not extend to ordinary membership or employment of another organisation where no or minimal pecuniary benefit is derived by the Trustee (unlike the wider ranging rules in the public sector).
• On appointment, each Trustee receives a form from the Secretary to declare any such conflict of interests, which may just be a general notice to WUF of an interest in an organisation.
• There are 2 golden rules thereafter:

First, it is the duty of each Trustee to declare any conflict of interests at the earliest opportunity, which will normally be at the Board meeting at which the interest first arises.

Secondly, a Trustee should (withdraw and) not vote on any resolution concerning a matter in which the Trustee has, directly or indirectly, an interest or duty which conflicts or may conflict with the interests of the WUF.

•  In practice, if there is any doubt, it is better to declare the nature of the interest, whereupon any conflict or not can be agreed and recorded in the Minutes.