Governing Body Standing Orders - College Documents ...

October 2008(b) because it is likely that personal issues might be raised concerning anidentifiable student, member of staff, or an existing or potential individual governor;or( c) because it could reveal the Corporation’s negotiating position; or(d) because it could prejudice the College’s position in any legal proceedings; or(e) because it could compromise College security.In these circumstances, the Chair may ask any non-members present (other thanthe Clerk) to withdraw. A separate minute shall be taken of any “confidential” item,which will not be available for public inspection under paragraph 48. Papers relatingto “confidential” items will only be made available to those entitled to see them.42. A record shall be kept of the Chair and members present at a meeting.43. The decision of the Chair of the meeting on questions of order and his/herinterpretation of these Standing Orders and the Instrument and Articles shall befinal. The Chair shall be advised by the Clerk to the Corporation.Minutes44. At every ordinary meeting of the Corporation, the minutes of the last ordinarymeeting and any intervening special meetings shall be taken as an agenda itemand, if agreed to be accurate, those minutes shall be signed as a true record.45. Separate minutes shall be taken of those parts of meetings from which the Clerk tothe Corporation or staff or student members have withdrawn or which relate to anitem which has been declared “confidential”.46. Where the Principal, the Clerk to the Corporation, a staff member or studentmember has withdrawn from a meeting in accordance with clause 14 of theInstrument, he/she shall not be entitled to see the minutes or papers which relate tothat part of the meeting.47. The public shall not be entitled to see papers or minutes which have been declared“confidential”.48. Subject to paragraphs 46 and 47, copies of the agenda, papers, draft minutes (butonly if approved by the Chair) and the signed minutes of the Corporation shall beavailable for public inspection during normal working hours by application to theClerk to the Corporation.49. The Corporation shall review confidential minutes and papers annually anddetermine whether they should remain confidential or could be made publicallyavailable. A copy of the draft or signed minutes of every meeting of the Corporationand of its Committees shall be placed on the College’s website and remain thereonfor a minimum of 12 months.Declaration of Financial and Other Interests50. Except with the approval of the Secretary of State, no member shall take or holdany personal interest in any property held or used for the purposes of the College.51. A member who has any financial interest in:(a) the supply of work or goods to or for the purposes of the College,(b) any contract or proposed contract concerning the College, or

( c) any other matter relating to the College, shall disclose to the Corporation, thenature and extent of their financial interest.52. The Clerk to the Corporation shall maintain a register in which shall be recorded amember’s disclosure of any interest under paragraph 51 or any other interestfinancial or otherwise, which the member concerned believes might, if publiclyknown, be perceived as being likely to interfere with his/her judgement. The Clerkto the Governors shall invite every member to complete, upon entry into office andat the commencement of each year, their entry in the register, in the form prescribedby the Corporation. The register shall be available for public inspection duringnormal working hours by application to the Clerk to the Corporation.53. If a member with such a financial or other interest is present at a meeting of theCorporation or of any of its committees where such supply, contract or other matteris to be considered, he/she:(a) shall declare his/her interest at the commencement of the meeting, or at anyother point as soon as it becomes apparent that he/she has a declarable interest;and(b) shall not take part in the consideration or vote on any question with respect to it;and( c) shall not be counted in the quorum present at the meeting in relation to aresolution on which he/she is not entitled to vote.Explanatory Note: This clause shall not prevent members considering and votingupon proposals for the Corporation to insure them against liabilities incurred bythem out of this office or the Corporation obtaining such insurance and paying thepremium.Allowances for Members54. Where the matter relates to the pay and conditions of all staff, a staff member(a) need not disclose a financial interest; and(b) may take part in debate and voting and count towards the quorum, provided thatthey act in the best interest of the corporation as a whole and do not seek torepresent the interests of any other body or person (in which case they shouldwithdraw from the meeting).55. The Corporation shall have the power to pay members of the Corporation suchtravelling, subsistence or other allowances as the Corporation may determine, butshall not without the approval in writing of the Secretary of State pay allowanceswhich remunerate the members for their services as members.Delegation of Functions56. The Corporation may delegate to a committee, to the Chair or, in his/her absence,the Vice-Chair, or to the Principal, decisions on matters other than those describedin Article 5(7) of the Articles of Government.[Explanatory Note:The Corporation has determined that the delegation of power to the Chair/Vice-Chair should be limited to prior authorisation by a minuted resolution to take specificaction in relation to a specific issue, where there is no reasonable possibility ofcalling a special meeting of the Corporation or the relevant committee to determinethe issue.October 2008

57 The Principal may delegate to a Senior Post Holder, (but not to other staff) any ofhis/her functions other than1) the management of budgets and resources and2) anyfunctions that have been delegated to him/her by the Corporation.58. The Corporation will appoint the following committees:(a) Planning and Resources Committee(b) Audit Committee( c) Learning and Teaching Committee(d) Search Committee(e) Remuneration Committee; and(f) Property Committee; and(g) Special Committee59. The composition, terms of reference, quorum and functions of these committeesshall be those described in the document Corporation Governance – Functionsadopted by the Corporation.60. The Corporation may establish other committees, with a composition, terms ofreference and delegation of powers (if any) as it thinks fit, other than those powersidentified in clause 3 (1) of the Articles. .61. The Corporation or a committee may establish “task and finish” groups, with suchcomposition and terms of reference as it considers appropriate, but for the purposeof providing advice, only, on a specific issue within a pre-determined time-limit.Upon completion of the allocated task, such groups shall cease to exist.62. The Corporation may establish committees under collaboration arrangements madewith other FE Colleges and/or maintained schools subject to any regulations madeunder section 166 of the Education and Inspection Act 2006.63. Members who serve on the Audit Committee shall not, at the same time, serve onthe Planning and Resources or Property Committee.64. The Principal and the Chair shall not serve on the Audit Committee.65. The staff and student members shall not serve on the Remuneration Committee.66 (a) The Corporation, on the advice of the Search Committee, may appoint asAssociates of the Board of Governors, persons to its committees who are notmembers of the Corporation and not staff or students(b) Such persons shall not serve as committee Chairs, but shall count towards thequorum of the committee.( c) These Standing Orders shall apply equally to Associates of the Board ofGovernors67. The Committee Chair may request or approve the attendance of members of staff,Associate Governors and specialist advisers, as appropriate, to attend all or anypart of a meeting of that Committee for the purpose of providing advice, informationand guidance relative to their responsibilities. The Corporation may agree to theregular attendance of identified non-members at committee meetings if it believesOctober 2008

October 2008that this would facilitate the smooth operation of the committee on theunderstanding that this is a concession that may be withdrawn at any time withoutreason or notice.68. At meetings of the Corporation, committee Chairs will present the minutes of anymeetings of their committees which have taken place since the last meeting of theCorporation and should identify any items which have been recommended for theapproval of the Corporation.69. (a) The provisions of paragraphs 17 to 21, 23, 24, 30, 47 and 53 of these StandingOrders shall apply to meetings of committees as if they were meetings of theCorporation.(b) “Task and finish groups” may regulate their own proceedings.70 The Audit Committee may, if it thinks fit, require the Principal, the Chief FinancialOfficer, any other members of the College staff, or any representative of the Internalor External Audit Service to withdraw from any part of its meetings.Codes of Practice[Explanatory Note: The LSC Audit Code of Practice suggests that there may beoccasions on which the Audit Committee may wish to meet the Internal/ExternalAudit Service in the absence of the Principal or Director of Finance. TheCorporation has endorsed the view of the Audit Committee that it regards this asbeing wholly exceptional, relying instead upon the integrity of the Internal/ExternalAudit Services to provide advice which is fearless and objective].71. Members of the Corporation shall act in compliance with the following:(a) Corporate Governance – Code of Conduct for Corporation Members(b) Corporate Governance – Code of Ethics( c) Corporate Governance – Disclosure of Matters of Public Interest(d) Corporate Governance – Policy on Access to College InformationStanding Financial Regulations72. The Corporation shall adopt standing financial regulations which satisfy therequirements of the LSC Financial Memorandum and Audit Code of Practice.73. The Corporation and the staff of the College shall act in compliance with CorporateGovernance – Financial Regulations.Seal of the Corporation74. (a) The Clerk to the Corporation shall maintain a register in which is recorded eachinstance on which the Seal of the Corporation has been applied to a document,showing the date of the application, a description sufficient to identify the documentconcerned, the decision which authorised the application of the Seal, and thenames and signatures of those persons witnessing the application of the Seal.(b) The application of the Seal shall be witnessed by two persons, drawn from: theChair; the Vice-Chair; any individual member of the Corporation, other than the staffand student members, authorised either generally or specially to act for thatpurpose; or the Clerk to the Corporation.Suspension, Revocation and Modification of Standing Orders75 (a) These Standing Orders may not be suspended.

(b) these Standing Orders may be rescinded or amended by resolution of theCorporation itself, provided that such revocation or amendment:(i) appears as a specific item on an agenda for a meeting of the Corporation,supported by a written report of the Clerk to the Corporation; and(ii) is consistent with the Instrument and Articles of Government.[Adopted by the Corporation in October 2008]October 2008