Trustee Board Training Induction by euo33474

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									           Trustee Board
        Training & Induction
                Martin Farr
             Martyn Williams
             Graham Atkinson



www.mynsu.co.uk
Objectives:
This Induction / Training will:
• Provide you with an opportunity to meet other
  members of the Trustee Board

• Induct you to Northumbria Students‟ Union, including:
   – Vision, Mission, Values and Summary Strategic Goals


• Help you to understand the role and responsibilities
  of a Trustee


www.mynsu.co.uk
Objectives (continued)
 • Understand the meaning of “good governance”

 • Introduce Nolan‟s principles of public life

 • Understand the meaning of “conflicts of Interest”

 • Highlight key documents and sources of information

 • Provide you with the opportunity to highlight your key areas of
   interest / concern



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Introductions
 • In pairs:
    –   Name
    –   Background
    –   1 reason for involvement in SU / joining the Trustee Board
    –   1 interesting fact about yourself


 • Feed back to full group




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      Our Mission, Vision,
        Values & Goals


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Our Mission


„To have a positive impact on
  the lives of all our students.‟



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Our Vision
  “Northumbria Students‟ Union‟s vision is to achieve
  excellence in meeting our members needs through
  student-led activities and services, to be recognised
  by students and the university as an essential focal
  point for community life as a student and to become
  indispensable to the overall quality of the student
  experience at Northumbria University”




www.mynsu.co.uk
Values:
• are a democratic organisation that is owned, run and
  focussed entirely on our members' needs.
• are truly accountable to our members through open
  and understandable decision-making that is
  underpinned by recognised good ethical practice.
• cherish and defend our right to independently
  represent our members to the university and
  endeavour to improve student rights locally and
  nationally.



www.mynsu.co.uk
Values:
• enhance university life through the provision of
  quality services and activities that wherever
  possible exceed our members' expectations and are
  delivered in a way that minimises negative
  environmental impact.
• encourage the widest possible involvement of our
  members in all our activities.
• are the community heart of the University and
  provide a safe place for all our members to network,
  socialise and be supported and represented.

www.mynsu.co.uk
Values:
• that activities and involvement will be fun and
  whenever possible contribute to the personal
  development of our members.
• that the development of teamwork between our
  Officers, staff, volunteers and establishing productive
  external partnerships is fundamental to the success
  of our students' Union.
• that equality of opportunity will be at the centre of
  everything we do.



www.mynsu.co.uk
Summary Aims
 • Stand up for student rights through high impact
   representation & campaigns

 • Provide consistently excellent services,
   activities and facilities

 • Maximises the use and involvement in the
   Students‟ Union by the widest cross section of
   students as possible


www.mynsu.co.uk
Major Strategic Developments 2008-9
  •   First phase investment of circa £2million as part of a three year £5 million building
      transformation project

  •   Transfer of City Site Catering and Retail to the University under a Joint Management
      Agreement from 1st September

  •   Undertaking a feasibility study in partnership with the School of Arts and Social Sciences on
      a potential redevelopment of Stage 2 into the Performing Arts venue on Campus having
      mixed Students‟ Union and academic uses

  •   Developing stronger commercial partnerships with Sport Northumbria

  •   Creation of a Coach Lane campus strategy

  •   Significantly enhancing our commercial management information systems through the
      installation of EpOS

  •   Developing a strategy for engaging our members through market research, electronic
      communication and effective, evidence-based representation


 www.mynsu.co.uk
Organisational Vital Statistics
  •   Budgeted turnover of circa £2.5million for 2008-9

  •   Confirmed university grants £741,000 for 2008-9

  •   Unconfirmed “other” grants of £21,000 Junction 49 and £15,000 HCES

  •   40 permanent staff & circa 150 student staff

  •   50+ Societies & Student Groups

  •   192 individual students involved in Community Volunteering projects; 47
      Project Leaders and 896 volunteering opportunities

  •   950+ student representatives

  •   2466 votes cast in the 2008 e-Lections


  www.mynsu.co.uk
 NEW GOVERNANCE STRUCTURE




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                         Referendums & AGM




   Sub        Student Council            Trustees
Committees


             Student Community          Senior staff
                   Forums




Members




 www.mynsu.co.uk
      STUDENT COUNCIL



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Student Council – Role & Purpose
  “1.1. To receive and consider reports from the Trustees, Student Community Forums
      Scrutiny Committees and Action Committees/Groups;

  1.2. To make recommendations to the Trustees of NSU; The Trustees may only refuse to
      adopt Council recommendations on financial grounds, charity and education law or
      other legal requirement or for reputational reasons.

  1.3. To make motions of no-confidence in one or a number of Trustees;

  1.4. To review and scrutinise the decisions and actions of the Trustees of NSU;

  1.5. To discuss, debate and decide on issues pertinent to students;

  1.6 To make campaigning, representation and political policy as appropriate;”


 www.mynsu.co.uk
Cont…
   “1.7. To convene Student Community Forums, consider its reports and agree actions
       required;

   1.8. To appoint and convene Scrutiny Committees and to determine their remit and
       membership;

   1.9. To convene other committees, meetings and groups so as to carry forward the
       mandate of Council and turn this into action to have a positive impact on student lives;

   1.10. To consider and approve the appointment and re-appointment of Non-Student
       Trustees

   1.11 To consider and approve the appointment and re-appointment of Student Trustees

   1.12. To admit and remove Associate Members, Reciprocal, Life and Honorary Life
       Members of the Union.”



  www.mynsu.co.uk
         LEGAL STATUS



www.mynsu.co.uk
NSU Legal Status
• NSU is not a registered charity (yet!)

• NSU derives its „exempt‟ charitable status from the
  „exempt‟ charitable status of the University

• This is legally defined as such by paragraph (w) of
  schedule 2 of the Charities Act 1993




www.mynsu.co.uk
Cont…

• Acts of Parliament define the scope of our powers,
  relationship to the University and what we can spend
  money on

•       Part II, Schedule 7 Education Reform Act 1988
        (as amended)
•       Sections 21 and 22 of the Education Act 1994
•       Charities Act 1993 & 2006



www.mynsu.co.uk
In simple terms ...
• NSU is an unincorporated association „owned‟ by its
  members

• The Constitution defines our objectives

• NSU is not a company but …

• We are governed by UK & European Law as a
  business and employer like any other organisation


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  THE ROLE OF A TRUSTEE



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     What is a Trustee?



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What is a Trustee?

 “Trustees are people who are elected or
 appointed by an organisation to sit on
 their governing body, the trustee Board,
 and make decisions on behalf of the
 organisation.”
                        » www.governancehub.org.uk



www.mynsu.co.uk
What is a Trustee?
• Persons having “general control and management of
  the administration of a charity” section 97(1) Charities
  Act 1993

• “should exercise the same degree of care in dealing
  with the administration of their charity as a prudent
  businessman would exercise in the conduct of his
  own affairs.”



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Who are our Trustees?
• Not more than five Sabbatical Trustees



• Not more than four appointed Student Trustees



• Not more than four Non-Student Trustees




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Exercise

• What is the role of the Trustee Board?

• What do you think the role of a Trustee is?

• What are the qualities of a good Trustee?




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Role of Trustee Board
• Formulate, implement and monitor strategic plans.

• Provide effective financial management and
  oversight, including the formation of budgets.

• Monitor and evaluate the performance of staff,
  services and activities.

• Support the Chief Executive and review his/her
  performance.


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Role of Trustee Board
• Provide effective Risk Management systems.

• Ensure comprehensive ongoing member
  consultation.

• Ensure effective election/selection, induction and
  appraisal of Trustee Board members.




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What the Governing Document Says
“The Trustees powers shall include but not be limited to
  ultimate responsibility for:-

61.2.1 The governance of the Union

61.2.2 The budget of the Union

61.2.3 The strategy of the Union, following a vote by members
       on the strategy and direction of the Union by electronic
       referendum”

                                     Ordinance and Regulations

www.mynsu.co.uk
Cont…

 “Subject to the provisions of Charity
 Law, the Education Act, the Ordinance
 and Regulations and any Bye-Laws in
 force from time to time, the business of
 the Students‟ Union shall be managed
 by the Trustees who may exercise all the
 powers of the Students‟ Union.”
             Northumbria Students‟ Union Ordinance and Regulations


www.mynsu.co.uk
What ‘Governance Hub’ Says
• Acting only in the interests of the organisation
• Avoiding personal benefit or the appearance of personal
  benefit
• Working to the terms of the organisation‟s governing
  document
• Taking part in board meetings
• Upholding the organisation‟s values and vision
• Protecting the organisation‟s reputation



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What the Charity Commission Say
 (1) Trustees have and must accept ultimate responsibility for directing the affairs of
     a charity, and ensuring that it is solvent, well-run, and delivering the charitable
     outcomes for the benefit of the public for which it has been set up.
 Compliance – Trustees must:
 (2) Ensure that the charity complies with charity law, and with the requirements of
     the Charity Commission as regulator; in particular ensure that the charity
     prepares reports on what it has achieved and Annual Returns and accounts as
     required by law.
 (3) Ensure that the charity does not breach any of the requirements or rules set out
     in its governing document and that it remains true to the charitable purpose and
     objects set out there.
 (4) Comply with the requirements of other legislation and other regulators (if any)
     which govern the activities of the charity.
 (5) Act with integrity, and avoid any personal conflicts of interest or misuse of charity
     funds or assets.


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Continued…

  Duty of prudence – Trustees must:
  (6) Ensure that the charity is and will remain financially viable.
  (7) Use charitable funds and assets reasonably, and only in furtherance of the
      charity‟s objects.
  (8) Avoid undertaking activities that might place the charity‟s endowment, funds,
      assets or reputation at undue risk.
  (9) Take special care when investing the funds of the charity, or borrowing funds for
      the charity to use.
  Duty of care – Trustees must:
  (10) Use reasonable care and skill in their work as trustees, using their personal
      skills and experience as needed to ensure that the charity is well-run and
      efficient.
  (11) Consider getting external professional advice on all matters where there may
      be material risk to the charity, or where the trustees may be in breach of their
      duties.


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Trustees also…
• Accept ultimate responsibility – individually &
  severally liable
• Act collectively
• Act reasonably and prudently
• Safeguard and protect the assets of the Students‟
  Union
• Act in best interests of the Students‟ Unions
• Avoid conflicts of interest and do not profit unless
  authorised by the governing document or the law


www.mynsu.co.uk
In a Nutshell….
• Here for tomorrow not today

• Not representatives / no “hats”

• Appointed Student Trustees have no representative
  mandate

• Sabbatical Trustees not speaking for their role



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Qualities
•   Committed to the organisation
•   Team player
•   Good listening skills
•   Aware of liabilities
•   Time to give
•   Contribute to planning the future
•   Promote the organisation




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Nolan’s Seven Principles of Public Life
•   Selflessness
•   Integrity
•   Objectivity
•   Accountability
•   Openness
•   Honesty
•   Leadership




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Liabilities


 • What sort of things could you be held liable for?




 www.mynsu.co.uk
Liabilities
• Spending charity money on activity outside the aims and
  objectives
• Unpermitted political activity
• Fraud
• Serious negligence
• Failing to protect the assets and property
• Receiving personal benefit
• Acting as a trustee when disqualified
• HMRC evasion
• Failure to comply with the law (Health & Safety, Trade
  descriptions, financial services, employment)


www.mynsu.co.uk
Trustee Liability
  “If trustees act prudently, lawfully and in accordance
   with their governing document then any liabilities they
         incur as trustees can be met out the charity‟s
     resources. But if they act otherwise they may be in
   breach of trust and personally responsible to liabilities
            incurred by or on behalf of the charity.”

                                         Charity Commission




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Trustee Liability
    “Some charity trustees, and people thinking about
   becoming trustees, are nowadays influenced by the
  thought that they might be "personally liable" if things
                go wrong with the charity.”
                          BUT
 “the law protects trustees who have acted reasonably
        from the consequences of honest mistakes”

                            » www.charitycommission.gov.uk


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                  Ultra Vires…
              Beyond the Powers of
• Students‟ Unions cannot -

          engage in activities / spend money

• For any other purpose than those laid out in the aims
  and objectives of the Governing Document




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                In Simple Terms ...

  Ultra Vires prohibits Students‟ Unions from spending
     resources on activities which do not directly affect
                   students as students.




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However …
    Students‟ Unions should ban political clubs
    and societies as they are Ultra Vires

•   True - Clubs and societies may debate issues that affect students as
    students but any political activity is Ultra Vires?

•   False - Direct political activity by a students‟ union is Ultra Vires (on non
    student related issues). However furthering debate is a legitimate
    educational purpose and union clubs and societies can further debate
    in considering non-student related issues




www.mynsu.co.uk
    A Students‟ Union can book and pay for a
    coach to send students to a protest against a
    bypass in the next town?
•   True - Political campaigning is a legitimate educational purpose
    providing that it affects students. The building of a bypass would have
    an impact on the local community and therefore students living in it

•   False – Ultra Vires prohibits students‟ unions from spending resources
    on activities which do not directly affect students as students




www.mynsu.co.uk
Ultra Vires
     What happens or could happen if we do
         or propose to act Ultra Vires?
•   Trustee‟s can be sued and held personally liable for the illegal payment
    or action
•   Our members could take out a court injunction to stop us
•   We could lose the trust of our members to act prudently in their best
    interests - possibility of votes of no confidence
•   The University could intervene and we lose the benefits of being able to
    act autonomously from them in other matters




www.mynsu.co.uk
Conflict of Interest
• A key duty of Trustees

   – Not to personally benefit from a decision of the Board
   – To make any conflict of interest known to the meeting


• Why?




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Our Rules
•   “8. Conflicts of interest
•   8.1 Any Trustee who has a financial interest in a matter under discussion
    should declare the nature of their interest and withdraw from the room, unless
    they have a dispensation to speak.

•   8.2 If a Trustee has any interest in the matter under discussion, which creates
    a real danger of bias, that is, the interest affects their, or a member of their
    household, more than the generality affected by the decision: they should
    declare the nature of the interest and withdraw from the room, unless they have
    a dispensation to speak.

•   8.3 If a Trustee has any other interest which does not create a real danger of
    bias, but which might reasonably cause others to think it could influence their
    decision, they should declare the nature of the interest, but may remain in the
    room, participate in the discussion, but not vote.


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Our Rules
•   8.4 If a Trustee does not have a declared interest in a matter under
    discussion, but is perceived to do so by a majority of the remaining Trustees,
    then the nature of that interest should be declared and the Trustee in question
    may remain in the room, participate in the discussion, but not votes.

•   8.5 If in any doubt about the application of these rules they should consult
    with the Chair.

•   8.6   Trustees‟ interests will be listed in a register.”

                                                 Strategy & Guidance Document - Role of a Trustee




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Hallmarks of an Effective Charity
•   Focus on impact & outcomes
•   Fit for purpose
•   Sound governance
•   Maximises potential
•   Accountable & transparent
•   Flexible




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Exercise

• What is Governance?

• What is Good Governance?



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Governance

• “Governance is not necessarily about doing: it is
  about ensuring things are done”
                                    NCVO: “What is governance?”


• “Good governance is a powerful tool in driving
  forward organisational goals; bad governance is fatal
  to performance and stability”
                                                        ACEVO




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Governance
  • Can be broken down into 3 areas of responsibility for
    the Board:


     – Corporate / Fiduciary

     – Strategic

     – Impact

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Governance
   • Corporate / Fiduciary

      –   Finance
      –   Property
      –   Resources
      –   Income generation
      –   Risk management
      –   Compliance
      –   Policies




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Governance
   • Strategic

      – Environmental scans – demographics, political change,
        competition, alliances, partnerships, funder behaviour
      – Planning ahead
      – Looking at things differently
      – Looking for new solutions
      – Tackling difficult & complex issues




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Governance
   • Impact

      –   Student focussed outcomes
      –   Quality of services
      –   Positive contribution to members lives
      –   Key Performance Indicators
      –   Measurement & review
      –   Involvement of users & beneficiaries




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Trustee Board Meeting Rules & Protocol
 •   Notice of meeting and particulars of business to be notified 7 clear days in
     advance unless urgent circumstances require shorter notice – at discretion
     of Chair
 •   Trustees should give no less than 24 hours notice of non attendance at
     meetings by email to the Chair
 •   There will be a minimum of 4 meetings a year
 •   4 Trustees can call for a meeting by giving written notice to the Secretary
 •   Minutes will be published on the Students‟ Union website except for
     matters which the Chair deems are commercially sensitive and/or involve
     staffing matters
 •   Quorum for meetings is 7 but can be fixed at another number or ratio by
     the Board



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   Introducing the Senior
     Management Team



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The Senior Managers

                                    General Manager




                       Deputy General
                          Manager




        Assistant General          Assistant General
                                                        Finance
       Manager (Membership        Manager (Commercial
                                                        Manager
          Services & HR)             Development)




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The Senior Managers




 www.mynsu.co.uk
Martyn Williams – Chief Executive
• Overall responsibility for the efficient
  use of physical, financial & human
  resources of the Union
• Overall responsibility for delivery of
  the Students‟ Union plan
• Managing high level university
  relationships
• Accountable to the Trustee Board



  www.mynsu.co.uk
Graham Atkinson – Director Membership Services & HR
• Sabbatical & Student Trustee
  support & development
• Membership connections
• Student Representation
  Development
• Student Advice Development
• Student Activities Development
• Strategic Human Resource
  Development


  www.mynsu.co.uk
Michelle Berry – Director of Commercial Development
• Commercial Services
  Development
• Strategic Marketing
  Development
• Facilities Management
• Managing internal and external
  commercial partnerships




  www.mynsu.co.uk
Tony McDonald – Finance Manager
• Financial & Management
  Accounting
• Leading department budget
  setting
• Finance Office & compliance
• Statutory Returns including
  PAYE, VAT and Companies
  House

  www.mynsu.co.uk
Key Documents File
• Trustee Training Slides
• Students‟ Union Induction Slides 2007
• Students‟ Union Plan 2008-10
• Ordinance & Regulations
• Bye Laws
• Role of Trustee
• Decision Making Matrix
• The Essential Trustee – Charity Commission publication
• Hallmarks of an Effective Charity - Charity Commission
  publication
• Financial Statements 2006-7

www.mynsu.co.uk
Summary of Key Documents cont…
•   Strategic Risk Register
•   Summary of Risk Assessments & Management of Operations
•   Health & Safety Policy
•   Budget & Capital Plan 2008-9
•   Financial Regulations
•   Operating Plans 2008-9
•   Strategy Guidance Documents
•   Organisational Chart & Senior Manager Job Descriptions
•   Annual Report 2007
•   University Corporate Objectives



www.mynsu.co.uk
Objectives Recapped:
You have:
• Met other members of the Trustee Board

• Been inducted into the Students‟ Union, including:
   – Vision, Mission, Values and Summary Strategic Goals


• Been introduced to the role and responsibilities of a
  Trustee



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Recap:
You should now understand:

•   The meaning of “good governance”
•   Nolan‟s principles of public life
•   The meaning of “Conflicts of Interest”
•   The key documents that you have received and further sources
    of information




www.mynsu.co.uk
           Thanks for Coming




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