Code of Best Practice for Members of the QAA Board

Code of Best Practice for Members of the QAA Board Contents Overview 1 Introduction 2 Mission and purposes of QAA 2 Proper conduct of public b...
Author: Myles Carpenter
3 downloads 2 Views 484KB Size
Code of Best Practice for Members of the QAA Board

Contents Overview

1

Introduction

2

Mission and purposes of QAA

2

Proper conduct of public business

2

Role of the Chair

3

Corporate responsibilities of Board members

3

Responsibilities of individual Board members

5

Interests of Board and committee members

5

Delegation

6

Schedule of matters reserved to the Board

6

Strategic planning and control

6

Openness and responsiveness

6

Accountability for public funds

7

Purchasing and procurement

7

Directors' Report and Financial Statements

7

Board committees

8

Confidentiality

8

The role of the Chief Executive

8

Equalities

9

QAA as employer

10

Whistle-blowing

10

Summary of the Board's primary responsibilities

10

Public benefit and members' benefit

11

SECTION 1 Appendix 1 13 The Seven Principles of Public Life outlined in Spending Public Money: Governance and Audit Issues, Cm 3179 (March 1996) Appendix 2 Acceptance of gifts, hospitality and awards

14

Appendix 3 Declaration of interests and register of interests

15

Appendix 4 Schedule of matters reserved to the Board

18

Appendix 5 'Whistle-blowing' policy and procedure

21

Appendix 6 Protocol on observers at Board meetings

23

SECTION 2 Appendix 7 Access Recognition and Licensing Committee Terms of Reference

26

Appendix 8 Advisory Committee on Degree Awarding Powers Terms of Reference

28

Appendix 9 Audit Committee Terms of Reference

31

Appendix 10 Finance and Strategy Committee Terms of Reference

34

Appendix 11 Nomination and Remuneration Committee Terms of Reference

36

Appendix 12 QAA Scotland Committee Terms of Reference

38

Appendix 13 QAA Student Advisory Board Committee Terms of Reference

41

Appendix 14 QAA Wales Committee Terms of Reference

43

2

Overview In 1999, the Board of the Quality Assurance Agency for Higher Education (QAA) adopted a Code of Best Practice for Members of the Board of the Quality Assurance Agency for Higher Education (the Code). The Code was developed to take account of a wide range of expectations and obligations that Board members wished to satisfy - for example, the Cadbury, Greenbury, Hampel and (subsequently) Turnbull reports on corporate governance, and the Nolan Committee's reports on standards in public life and best practice in public bodies - and also to provide a public statement about the values of QAA Board members and the standards that they set themselves. The Board keeps the Code under review. It has been updated regularly in line with the evolution of good corporate governance principles and practice, as set out in the Higgs, Smith and Lambert reports; the UK Corporate Governance Code; the publication in 2004 of the Good Governance Standard for Public Services; the Committee for University Chairs (CUC) Guide for Members of Higher Education Governing Bodies in the UK which incorporated a Governance Code of Practice and General Principles; updated Charity Commission guidance on The Hallmarks of an Effective Charity; the Charities and Trustee Investment (Scotland) Act 2005; and the Companies Act 2006 and Charities Act 2006 and associated guidance. This Code is a public document and any comments on it should be addressed to the Head of Governance at QAA, Southgate House, Southgate Street, Gloucester GL1 1UB. It was last revised in September 2014.

1

Introduction 1

This document sets out a code of best practice for members of the Board of QAA.

Mission and purposes of QAA 2 QAA was incorporated as a company limited by guarantee on 27 March 1997. It was registered as a charity on 9 June 1997. It succeeded to the functions of the former Higher Education Quality Council and of the quality assessment divisions of the English and Welsh Higher Education Funding Councils. QAA was registered as a charity in Scotland on 6 February 2007. The company's members are the higher education institutes' (HEI) representative bodies: GuildHE Limited, Higher Education Wales, Universities Scotland, and Universities UK (UUK). 3 QAA's objects, mission and purposes meet the public benefit requirement for a charity as set out in the Charities Act 2006 and the Charities and Trustee Investment (Scotland) Act 2005.

Objects 4    

QAA's objects are as follows: the promotion and maintenance of quality and standards in higher education in the UK and elsewhere the enhancement of teaching and learning, and the identification and promotion of innovation and good practice in teaching and learning the provision of information and the publication of reports on quality and standards in higher education in the UK and elsewhere the provision of advice to governments, as requested, on access course recognition and in relation to all or any of the above objects.

Mission 5 QAA's mission is to safeguard standards and to improve the quality of UK higher education.

Aims 6 To achieve its mission, QAA works in partnership with the providers and funders of higher education, the staff and students in higher education, employers, and other stakeholders:    

to meet students' needs and be valued by them to safeguard standards in an increasingly diverse UK and international context to drive improvements in UK higher education to improve public understanding of higher education standards and quality.

Proper conduct of public business 7 QAA's work is financed largely by the higher education funding bodies and the institutions of higher education. QAA will observe the highest standards of corporate governance. This includes ensuring and demonstrating clarity of purpose and function, integrity and objectivity, efficiency and effectiveness in the transaction of business, a consultative approach (within and beyond QAA) to the development of policy, and openness and transparency in the dissemination of decisions. 2

8

The Board and the staff of QAA will at all times:



observe the highest standards of impartiality, integrity and objectivity in relation to stewardship of public funds and management of QAA comply fully with the principle and practice of openness in the conduct of its business, and comply with all reasonable requests for information from users of its services and individual citizens be accountable to the company's members, the users of its services, individual citizens and its staff for the activities of QAA, including its use of public funds and the extent to which key performance targets and objectives have been met maximise value for money through ensuring that services are delivered in the most efficient, effective and economical way, within available resources.

  

Role of the Chair 9 The Chair will ensure that all Board members, when taking up office, are fully briefed on the terms of their appointment and on their duties and responsibilities. New Board members are given a copy of this Code; the company's Memorandum and Articles of Association; other relevant background material such as the latest strategic plan, annual reports and accounts, and minutes of past Board meetings; notes describing the QAA's organisational structure and basis of operation; and Charity Commission guidance on the responsibilities of trustees of charities. Induction briefing is provided in Gloucester for all new members of the Board to talk through the work of the Board and the expectations in this Code, and the work of the QAA more generally, and meet staff. All new Board members are expected to attend induction. 10 The Chair has particular responsibility for providing effective strategic leadership on matters such as:    

formulating the Board's vision and strategy representing the views of the Board to the general public encouraging high standards of propriety promoting efficient and effective use of staff and other resources throughout the organisation.

11 The Chair will ensure that the Board meets at regular intervals throughout the year, and that minutes of meetings accurately record decisions taken and, where appropriate, the views of individual Board members. QAA's Articles of Association require at least four Board meetings per year and stipulate the size and required composition of the Board's quorum. The Chair keeps under review, informally, the contributions made by Board members to QAA's work. A broad interpretation of 'contribution' is applied - contributions to meetings of the Board, committee meetings, representing QAA in public events, and developing policy. Arrangements are made to review from time to time the activities and effectiveness of the Board, and the contributions made by the Chair and the individual Board members. Board members are expected to make every effort to attend Board meetings.

Corporate responsibilities of Board members 12 The Board has 17 members: four appointed by the representative bodies of the heads of higher education institutions, four appointed by the funding bodies in higher education, one appointed by the UK Council of Colleges, one appointed by the National Union of Students and seven appointed by the Board itself, including one student director and six independent directors with experience '...of industrial, commercial or financial matters or the practice of any profession'. The Articles of Association provide for five of the 17 directorships to become vacant each year (directors may be reappointed once only 3

except where a second reappointment would allow a Board member to undertake or complete a period of office as Chair of the Board). 13 The members of the Board are the trustees of the charity. The duties of trustees are set out in the Charities Act 2006, as follows:     

to be familiar with the charity's objects and the terms of its constitution and work to further those objects to use such care and skill as is reasonable in the circumstances, taking professional advice where appropriate to be prudent in the management of the charity's resources, avoiding placing assets at risk, and invest carefully to act collectively to act in the best interests of the charity and avoid personal conflicts of interest.

14 The members of the Board are the directors of the company. The Companies Act 2006 codifies directors' duties as follows:       

to act within their powers to promote the success of the company for members' benefit to exercise independent judgement to exercise reasonable care, skill and diligence to avoid conflicts of interest not to accept benefits from third parties to declare interests in proposed transactions or arrangements with the company.

15 The Board is responsible for the leadership, direction and control of the organisation. Board members have corporate responsibility for: 

 

establishing and reviewing regularly the organisation's vision, values and overall strategic direction, as well as policies for their fulfilment ensuring that QAA follows the principle and practice of openness in the conduct of its business, which includes giving prompt responses to public requests for information ensuring that high standards of corporate governance are observed at all times overseeing the delivery of planned results by monitoring performance against agreed strategic objectives and targets ensuring that QAA operates within any conditions relating to the use of public funds ensuring that QAA meets its contractual obligations.

16

Board members' financial responsibilities include:



approving annual operating plans and budgets which should reflect the mission and business plan ensuring the solvency of QAA and safeguarding its assets ensuring that the funds provided under contract by the funding bodies and the institutions of higher education are used for the purposes stated in those contracts and agreements receiving and approving the annual accounts ensuring the existence and integrity of financial control systems.

  

   

4

17

In relation to QAA's charitable status, Board members are responsible for:

  

applying the property and income of QAA only for the defined charitable purposes acting only within their legal powers taking particular care that any trading activities are organised such that they do not compromise charitable status managing and protecting the property of QAA responding to any requirements of the Charity Commission or the Office of the Scottish Charity Regulator (OSCR) for information.

 

18 QAA has corporate responsibility for all actions taken by Board members, including any wrongful ones. This means that, if judgement were made against the Board, any financial settlement would normally be met from QAA funds rather than from the personal assets of individual Board members.

Responsibilities of individual Board members 19 Individual Board members also have wider responsibilities as Board members. Like others who serve the public, they are expected to follow the Seven Principles of Public Life set out by the Committee on Standards in Public Life (known originally as the Nolan Committee). These are given in Appendix 1. Board members must:   



undertake on appointment to comply at all times with this Code and with rules relating to the use of public funds act in good faith and in the best interests of QAA not misuse information gained in the course of their service with QAA for personal gain or for political purposes, nor seek to use the opportunity of that service to promote their private interests or those of connected persons, firms, businesses or other organisations follow the guidance on acceptance of gifts, hospitality and awards (Appendix 2) and declaration of interests (Appendix 3).

20 Although any legal proceedings initiated by a third party are likely to be brought against QAA corporately, in exceptional cases proceedings (civil or criminal) may be brought against the Chair or other individual Board members. For example, Board members may be personally liable if they make a fraudulent or negligent statement which results in loss to a third party. Board members who misuse information gained by virtue of their position may be liable for breach of confidence under common law or may commit a criminal offence under insider dealing legislation. 21 However, individual Board members who act honestly, reasonably, in good faith and without negligence should not normally incur any liability in an individual capacity, provided they are acting in furtherance of their Board functions.

Interests of Board and committee members 22 Board and committee members are required to declare any personal, professional, academic or business interests that may conflict with their responsibilities. The registers of members' interests are published on our website. Guidance on declaring and registering interests is given in Appendix 3. The Board's approach to the management of conflicts of interest in relation to the conduct of Board and committee business is also set out in Appendix 3.

5

Delegation 23 Board members serve on a part-time basis. Responsibility for day-to-day matters is normally delegated to staff so far as is practicable, within a clearly understood framework of strategic direction and management control. 24 The Board may also decide to delegate responsibility for specified matters to individual members or committees of the Board. The following principles apply to powers delegated by the Board:   

All such individuals or committees must be provided with written terms of reference which state clearly the extent and limits of their responsibilities and authority. If relevant, terms of reference must distinguish between issues on which the individual or committee is empowered to take decisions, and issues on which they advise the Board, but take no final decisions. Where individuals or committees are acting under delegated authority to take specified decisions, they will provide regular written reports to the Board on the decisions taken.

Schedule of matters reserved to the Board 25

The schedule of matters reserved to the Board is attached in Appendix 4.

Strategic planning and control 26 The Board is responsible for overseeing the production of QAA's strategic and operating plans. Preparing its strategic plan provides an opportunity for QAA to determine its key strategic objectives and targets in consultation with its main partners, the institutions of higher education and the higher education funding and representative bodies.

Openness and responsiveness 27 Board members and the staff of QAA should conduct all their dealings with the public in an open and responsible way. They are responsible for providing the company's members, its partners, the public and the wider higher education community with as detailed information as may be reasonably expected or requested about their policy decisions and actions. They should be able to demonstrate that they are using resources to good effect, with probity, and without grounds for criticism that public funds are being used for private or partisan purposes. 28 Although not designated under the terms of the Freedom of Information Act, QAA has adopted an Information Publication Scheme in line with the spirit and expectations in the Act. This provides extensive information about QAA's work, and is available on the website. 29 In relation to the Board and Board committees, QAA publishes the Board membership; photographs and biographical details of Board members; the Board's and committees' registers of interests; and this Code of Best Practice (which contains, among other things, the Protocol on observers at Board meetings (see Appendix 6), and details of all Board committees and their terms of reference and membership). In relation to broader issues of openness and accountability, QAA also publishes the annual Directors' Report and Financial Statements; reports to funding bodies; its Strategy and Annual Plan and Budget; contracts with funding bodies and memoranda of understanding with other bodies in this country and overseas; strategies and policies on HR, finance, communications and information systems; full details of all the review methods and reports of all the reviews carried out (unless the commissioning body designates them as reports not for publication); 6

and materials covering all aspects of our work in maintaining and updating the UK Quality Code for Higher Education (Quality Code) (formerly Academic Infrastructure) and in promoting quality enhancement alongside quality assurance. 30 QAA holds an Annual Conference for students and subscribers. It also provides QAA News, on free subscription, a fortnightly email news alert notifying recent publications and forthcoming events. 31 QAA publishes the papers (unreserved business) and minutes of Board meetings once the minutes have been confirmed. We are committed to providing any additional information that may be requested in the light of the published record of discussions and decisions set out in the Board minutes. 32 The Board has published procedures on complaints and appeals arising from decisions or actions taken by QAA. These are available on the QAA website.

Accountability for public funds 33 Board members have a duty to ensure that public funds are properly safeguarded. They must ensure that at all times QAA conducts its operations as economically, efficiently and effectively as possible.

Purchasing and procurement 34 Purchasing and procurement should normally be done on the basis of full and open competition to secure the best service the market can provide at the most competitive price. The Board has formal procedures for the award of contracts above a specified value. The procedures set out whether and, if so, how Board members are to be involved in purchasing and procurement decisions. The operation of the procedures is monitored by the Audit Committee.

Directors' Report and Financial Statements 35 As part of its responsibilities for the stewardship of public funds, the Board ensures that a full statement of the use of such resources is included in the annual Directors' Report and Financial Statements, which is published on the QAA website. 36

The report:

 

provides a full description of the QAA's role, activities and plans discusses QAA's success in providing public benefit and members' benefits as required by the Charities and Companies Acts 2006 and the Charities and Trustee Investment (Scotland) Act 2005 states the extent to which key strategic objectives and agreed financial and other performance targets have been met lists the names of the current Board members and senior staff sets out QAA's policies on governance and openness gives details of remuneration of senior staff in salary bands contains information on access to the register of members' interests.

    

7

Board committees 37 The Board has appointed eight committees to advise it in the discharge of its functions: Access Recognition and Licensing Committee; Advisory Committee on Degree Awarding Powers; Audit Committee; Finance & Strategy Committee; Nominations and Remuneration Committee; Student Advisory Board; QAA Scotland Committee; QAA Wales Committee; The terms of reference and membership of those committees are set out in Section 2: Appendices 7-14. 38 Board members conduct their work in line with the standards set out in the Charities and Companies Acts 2006 and in this Code. Those standards and expectations apply in a Board meeting, a meeting of a Board committee, or in any other context where they are acting or speaking as a Board member. Members of Board committees who are not also members of the Board do not have the formal duties and liabilities of directors and trustees. They are, however, expected to work in the spirit of the expectations and duties placed on directors and trustees. This is set out in the preamble to the terms of reference of all Board committees.

Confidentiality 39 Board members and committee members are required to treat as confidential, and hold securely (and dispose of securely), all non-public information and documents received from QAA in their capacity as Board or committee members and all non-public information as to the proceedings of the Board or committees. They should respect the confidentiality of information relating to the affairs of the company, Board or committee, acquired in the course of their service. They should respect the confidentiality of all discussions that take place in meetings. Confidentiality should always be maintained with regard to what individuals said in a meeting. These expectations do not mean that Board and committee members cannot discuss QAA's work in general terms within their institutional, professional and subject networks, but a cautious approach should be taken, certainly in advance of the publication of the confirmed Board minutes or other forms of dissemination and public report on QAA's work. 40 There are certain aspects of the Board's work or the work of its committees where expectations of absolute confidentiality of discussion and papers apply even after publication of the Board minutes or other public dissemination, for example:    

consideration of applications for degree awarding powers and university title consideration of Access Validating Agency (AVA) licence applications and renewals, or withdrawal of a licence discussion of named or identifiable institutions or other bodies in circumstances not covered above, for example in relation to an audit or review, or appeal against a review/audit outcome discussion that relates to named or identifiable persons, whether members of QAA staff or not.

41 In cases such as these, breaches of confidentiality could have implications for an institution's reputation or stability (including financial stability), or could involve a breach of the Data Protection Act.

The role of the Chief Executive 42 The Chief Executive is responsible for the executive management and day-to-day direction of QAA and its programmes of work. The Chief Executive is not a member of the Board of Directors. The Chief Executive has delegated authority from the 8

Board, in accordance with the Schedule of Matters Reserved to the Board, the company's Memorandum and Articles of Association, QAA's financial regulations and his contract of employment, for the overall organisation, management and staffing of QAA, and for its procedures in financial and other matters, including conduct and discipline. This includes promoting by leadership and example the values embodied in the Seven Principles of Public Life (Appendix 1). Board members support the Chief Executive in undertaking this responsibility. 43 The Board has overall responsibility for the conduct of QAA's finances. The Chief Executive has delegated authority from the Board, and is accountable to the Board, for the propriety and regularity of the finances for which QAA is answerable, for keeping proper accounts, for prudent and economical administration, for avoiding waste and extravagance, and for the efficient and effective use of all the resources in QAA's charge. The Chief Executive has a responsibility to see that appropriate advice is tendered to the Board on all these matters. The Chief Executive is authorised by the Board, in accordance with article 57 of the company's Articles of Association, to negotiate contracts on behalf of the company with other entities, execute deeds and documents on behalf of the company in relation to such contracts, and legally bind the company to such contracts.

Equalities 44 QAA's Single Equality Scheme (SES) has been developed to help ensure that QAA can agree, articulate and achieve a clear set of goals and aspirations for its work in support of equality and diversity, both in terms of its internal procedures and in its engagement with the wider higher education sector. 45 QAA will promote equality and take steps to avoid discrimination on grounds of race, gender, gender reassignment, disability, age, sexual orientation, religion or belief, transgender, and pregnancy and maternity. The equality aims are embedded in the corporate planning cycle, the broader organisational priorities in our strategic and operational plans and our core principles and values, and support the work we do. The equality aims have been articulated in the following terms:   

To be an organisation that recognises the diverse contributions of all staff, and one that is supportive, fair, just, and free from discrimination. To promote equality and diversity through the quality assurance, enhancement and development services which we provide to the UK higher education sector and its stakeholders. To build a reputation for QAA as an organisation that works in partnership with the higher education sector, its students and related bodies, to develop and share good practice in equality and diversity.

46 The SES will help us to ensure that no applicant or member of staff receives less favourable treatment on grounds of sex, marital status, age, colour, racial origin, religion, disability, sexual orientation or any personal characteristic, or is disadvantaged by terms and conditions of service or requirements which cannot be shown to be justifiable. QAA will ensure that staff are recruited, promoted, transferred and selected for training on the basis of their qualifications, skills, abilities and aptitudes. QAA will review regularly its staffing policies and employment practices and procedures with the above objectives in mind. This approach applies not just to the staff of QAA but also to the selection, training and deployment of the many hundreds of reviewers who work for QAA under contract. QAA monitors the implementation and embedding of its SES. 47 As well as the reviewers, QAA works with many other colleagues from the sector, for example in subject benchmarking groups, code of practice working groups and in the 9

development of new review methods. Every effort is made to achieve an appropriate balance of personnel and interests in these groups. At the level of the Board itself, the appointing bodies are asked to take account of the overall balance and composition of the Board in making their appointments to Board membership. The Board's Nominations Committee has an explicit remit to take account of overall balance in making its recommendations for the appointment of the independent members of the Board.

QAA as employer 48

The Board should ensure that:



QAA complies with all relevant employment legislation and employs suitably qualified staff who will discharge their responsibilities in accordance with the high standards expected of them. All staff should be familiar with the QAA mission, its main aims and objectives and its business plan QAA adopts management practices which use resources in the most efficient, effective and economical manner QAA's practice in recruiting and managing staff provides for appointment and advancement on merit, on the basis of equal opportunity for all applicants and staff. When filling senior staff appointments there should be an adequate field of qualified candidates, and full open competition should normally be used the QAA Board and its staff have access to expert advice and suitable training opportunities to enable them to exercise their responsibilities effectively.

 



49 The Board, advised by its Remuneration Committee, monitors the performance of the Chief Executive and other senior staff. Where the terms and conditions of employment of the Chief Executive and other senior members of staff include an entitlement to be considered for performance-related pay, and where such payments are assessed by Board members, the Board should ensure that it has access to the information and advice required to make the necessary judgements.

Whistle-blowing 50 From time to time a situation may arise where a member of staff has serious concerns about perceived irregularities in the running of QAA or the activities of colleagues within QAA. Such concerns might relate to, for example, financial malpractice, departure from good governance expectations, or concerns that QAA might be acting beyond its powers. 51 QAA has channels through which staff can make such allegations of misconduct (referred to as whistle-blowing). Details are given in Appendix 5. Provided that the allegation is made lawfully, without malice and in the public interest, the employment position within QAA of the individual making the allegation will not be jeopardised.

Summary of the Board's primary responsibilities 52 QAA welcomed the publication of updated CUC guidance on corporate governance in 2004, which included the recommendation that a governing body should publish a statement of its primary responsibilities. The Board has adapted the CUC model statement to summarise its primary responsibilities as set out in the preceding paragraphs of this Code. In summary, the Board's primary responsibilities are as follows: 

to approve the mission and strategic vision of QAA, strategic plans, annual plans and key performance indicators, and to ensure that these meet the interests of stakeholders 10







 

    

 

to delegate authority to the Chief Executive for the corporate, financial, estate and personnel management of the organisation, and to establish and keep under regular review the strategies, policies, procedures and limits for such management functions to ensure the establishment and monitoring of systems of control and accountability, including financial and operational controls and risk management, and procedures for handling internal grievances, conflicts of interest and whistle-blowing to ensure processes are in place to monitor and evaluate the performance and effectiveness of QAA against the plans and approved key performance indicators, which should be, where possible and appropriate, benchmarked against other comparable organisations to establish processes to monitor and evaluate the performance and effectiveness of the Board itself to conduct its business in accordance with best practice in corporate governance and with the Seven Principles of Public Life drawn up by the Committee on Standards in Public Life and promote the success of the company and provide public benefit in accordance with the duties and responsibilities of company directors and charity trustees as set out in the Companies and Charities Acts 2006 and the Charities and Trustee Investment (Scotland) Act 2005 (paragraphs 54-57 below) to safeguard the good name and values of QAA to appoint the Chief Executive and put in place suitable arrangements for monitoring the postholder's performance to appoint the Company Secretary and to ensure that, if the person appointed has managerial responsibilities in the organisation, there is an appropriate separation in the lines of accountability to be the employing authority for all staff in QAA and to be responsible for establishing a human resources strategy to be the principal financial and business authority of the company, to ensure that proper books of account are kept, to approve the annual budget and financial statements, and to have overall responsibility for the company's assets, property and estate to be the company's legal authority and, as such, to ensure that systems are in place for meeting all its legal obligations, including those arising from contracts and other legal commitments made in the company's name to ensure that the company's constitution is followed at all times and that appropriate advice is available to enable this to happen.

Public benefit and members' benefit Companies Act 2006 53 One of the duties that is placed on company directors under the terms of the Companies Act 2006 is to 'promote the success of the company for members' benefit'. QAA's company directors are the Board members. QAA's members (that is, the members of the company) are the four representative bodies of HEIs - GuildHE, Higher Education Wales (HEW), Universities Scotland and Universities UK (UUK). For practical purposes in the context of promoting members' benefits, QAA interprets 'members' to mean the higher education sector or higher education providers, not just the HEIs' four representative bodies. 54 In promoting 'the success of the company for members' benefit' directors are required to have regard to a (non-exhaustive) list of six factors: 11

     

the likely consequences of any decision in the long-term the interests of the company's employees the need to foster the company's business relationships with suppliers, customers and others the impact of the company's operations on the community and the environment the desirability of the company maintaining a reputation for high standards of business conduct the need to act fairly as members of the company.

Charities Act 2006 55 The Charities Act 2006 defines a charity as a 'body or trust which is for a charitable purpose that provides benefit to the public'. The Act removes the presumption that educational charities are for the benefit of the public. The 'advancement of education' is now one of a new list of 12 charitable purposes. Charity trustees (that is, QAA's Board) are required to have regard to the Charity Commission's guidance on public benefit. From January 2008, all charities have to show, and be able to report on, how they meet the public benefit requirement. 56

The Charity Commission's guidance sets out two key principles of public benefit:

56.1   

there must be an identifiable benefit or benefits: it must be clear what the benefits are the benefits must be related to the charity's aims benefits must be balanced against any detriment or harm.

56.2  

benefit must be to the public or a section of the public: the beneficiaries must be appropriate to the aims where benefit is to a section of the public, the opportunity to benefit must not be unreasonably restricted by geographical or other constrictions, or by ability to pay any fees charged people in poverty must not be excluded from the opportunity to benefit any private benefits must be incidental.

 

Charities and Trustee Investment (Scotland) Act 2005 57 The Office of the Scottish Charity Regulator (OSCR) confirmed in February 2007 that QAA met the charity test as laid out in the Charities and Trustee Investment (Scotland) Act 2005.

12

SECTION 1

Appendix 1

The Seven Principles of Public Life outlined in Spending Public Money: Governance and Audit Issues, Cm 3179 (March 1996) The following Seven Principles of Public Life were set out by the Committee on Standards in Public Life (the Nolan Committee) for the benefit of all who serve the public. 1

Selflessness Holders of public office should take decisions solely in terms of the public interest. They should not do so in order to gain financial or other material benefits for themselves, their family, or their friends.

2

Integrity Holders of public office should not place themselves under any financial or other obligation to outside individuals or organisations that might influence them in the performance of their official duties.

3

Objectivity In carrying out public business, including making public appointments, awarding contracts, or recommending individuals for rewards and benefits, holders of public office should make choices on merit.

4

Accountability Holders of public office are accountable for their decisions and actions to the public and must submit themselves to whatever scrutiny is appropriate to their office.

5

Openness Holders of public office should be as open as possible about all the decisions and actions that they take. They should give reasons for their decisions and restrict information only when the wider public interest clearly demands.

6

Honesty Holders of public office have a duty to declare any private interests relating to their public duties and to take steps to resolve any conflicts arising in a way that protects the public interest.

7

Leadership Holders of public office should promote and support these principles by leadership and example.

13

Appendix 2 Acceptance of gifts, hospitality and awards 1 The conduct of individuals must not create suspicion of any conflict between their position as a member of the QAA Board and any private interest. 2 Board members acting as such must not give the impression that they have been influenced by a benefit to show favour or disfavour to any person or organisation having dealings with QAA. 3 Board members must not accept any benefit as an inducement or reward for taking any action (or specifically not taking any action) in their official capacity as a board member. 4

Gifts other than of token value should generally be refused.

5 Board members should consider with particular care offers of awards such as honorary degrees from institutions with which QAA has dealings. On the one hand, many Board members will be of a standing in their own profession or field of work that might lead an institution to wish to honour them in that way. On the other hand, there is a danger that if an award were offered for no reason other than membership of the Board, it could be seen as an attempt to influence the judgement of the Board member in favour of the awarding institution. 6 Board members should use their judgement in considering any such offer, and may wish to consult the Chair, Chief Executive or Company Secretary. It is unlikely that the acceptance of an award in the following circumstances would give rise to any impression of conflict:   

where the award is in respect of achievement unrelated to the work of QAA, or is in respect of achievement in a former post where the award is offered by an institution with which the Board member has an established connection (for example, a university or college of which the Board member is a graduate or former teacher) where the Board member has retired, or announced their impending retirement, from the Board.

14

Appendix 3 Declaration of interests and register of interests Managing conflicts of interest 1 This Code requires that the Chair, Board members, observers who attend Board meetings, members of Board committees and the Chief Executive and senior QAA staff should declare and manage any personal, professional, academic or business interests which may conflict with their duties to QAA.

Declaration of interests 2

For the purposes of this guidance, interests are categorised as follows:



General interests: A Board/committee/staff member holds a General interest under this guidance where a decision of the Board or a committee would affect the Board/committee/staff member no more than the generality of those affected by the decision, where this involves a significant number of affected parties, or where the impact on the Board/committee/staff member is minimal Prejudicial interests: A Board/committee/staff member holds a Prejudicial interest under this guidance where a decision of the Board or a committee would affect the Board/committee/staff member specifically, or more than the generality of those affected, such as to suggest a danger of prejudice or bias with regard to the decision in question. For example, if a member holds an executive or non-executive position at a university or college subject to a decision by the Board or a committee, the member may be viewed as benefiting personally or more than the generality of those affected by the decision, and hence would hold a Prejudicial interest under this guidance Irreconcilable interests: A Board/committee/staff member holds an Irreconcilable interest under this guidance where a member's interest is incompatible with their role at QAA.





3 In assessing whether any of the above interests apply, members should consider not merely their own position, but also those of close family members, any person living in the same household as them, or any firms, businesses or organisations with which they are closely connected. 4 The test to apply when assessing whether an interest is General, Prejudicial, or Irreconcilable is how a member of the public would reasonably perceive a Board/ committee/staff member's position. For example, if a member of the public could reasonably regard a Board/committee/staff member as benefiting from a decision more than the generality of those affected, suggesting a danger of prejudice or bias to the issue at hand, this would constitute a Prejudicial interest under this guidance, even if the Board/committee/staff member themselves believed there was no real danger of bias or prejudice on their part. 5 General interests need not be declared, and members may participate in discussions and decisions where they hold such interests. 6 Prejudicial interests must be declared. Irreconcilable interests must be declared to the Chair as soon as the conflict is apparent to the member. See 'managing conflicts of interest' below. 7 Should a member believe that another member has a Prejudicial or Irreconcilable interest which has not been declared, they have a duty to bring this to the attention of the Chair. 15

Managing conflicts of interest Board/committee meetings 8 As a standard agenda item, members will be invited to declare at the beginning of each meeting any conflicts of interests they have in relation to items later on the agenda. 9 The declared interests will be recorded in the Board's/committee's minutes, together with any consequent action (for example, the member not being present for the discussion of that item). 10 Members should err on the side of declaring any interests if they are unsure whether or not to disclose (for example, if a member is unsure whether an interest constitutes a General or Prejudicial interest). Members are advised to discuss the potential conflict of interest with the Chair in advance of the meeting, who may direct whether the interest should be disclosed and what action should be taken as a result. 11 Where a member has a Prejudicial interest with respect to an agenda item, they will normally not participate in discussions and decisions with respect to that item, and shall not be counted as part of the meeting quorum for that item. They should normally withdraw from the meeting as their presence may influence the judgement of other members present, or inhibit free discussion on the item. Exceptionally, the Chair may invite the member to make a contribution if this would aid understanding of the matter under discussion, but the member should not normally participate or be present for the final part of the discussion or the decision. 12 Where a member has a Prejudicial interest to an agenda item, and the contents of papers for that item contain information or advice which would not be otherwise available to the member and which could be used to further that interest, then the papers for that item will be withheld from the member. Where a member knows in advance of a meeting that an agenda is likely to include an item for which they have an interest to declare, they should inform the Head of Governance. The Head of Governance will consult with the Chair of the Board/committee as to whether the member should receive papers relating to the item in question. Irrespective as to whether a conflict is declared, where the Head of Governance believes that a member has a conflict of interest (e.g. because of an entry on the register of interests), he/she will consult with the Chair of the Board/committee as to whether the member should receive papers relating to the item in question. The Head of Governance will inform the member if papers are to be withheld.

Irreconcilable interests 13 Potential Irreconcilable interests must be declared to the Chair as soon as these become apparent to the member. Where the member is unable to reconcile the interest in QAA's favour, the member should normally resign from the Board/committee (if the conflict will remain live for an extended timeframe) or suspend participation in QAA business while the conflict remains live (if the conflict is likely only to last for a short duration). Where the conflict relates to a specific aspect of their role at QAA, consideration may be given as to their continuing to participate in other areas of QAA business, at the discretion of the Chair. 14 Examples of Irreconcilable interests would include a member holding an Executive/Non-Executive position at an organisation in legal dispute with QAA, or which was lobbying on an issue at odds with QAA's aims and objectives.

16

Register of interests 15 The Code requires that formal registers of interests be established. The registers are published on the QAA website. The following interests should be recorded on the register:   

Executive and non-executive directorships of, significant shareholdings in, or employment by, public and private companies likely or possibly seeking to do business with QAA Ownership or part-ownership of, or employment by, businesses or consultancies likely or possibly seeking to do business with QAA Remunerated or honorary positions and other connections with higher education or further education institutions or other organisations (such as subject associations, learned societies, trades unions, or professional, statutory or regulatory bodies) that may give rise to a conflict of interest.

16 The registers will be kept up to date through an annual survey of members' interests. Notwithstanding this, members should inform the Head of Governance of any interests that should be recorded in the register as they arise.

17

Appendix 4 Schedule of matters reserved to the Board The Board's responsibilities 1

The QAA is a charity and a company limited by guarantee.

2 The members of the Board are the trustees of the charity. The duties of trustees are set out in the Charities Act 2006, as follows:     

to be familiar with the charity's objects and the terms of its constitution and work to further those objects to use such care and skill as is reasonable in the circumstances, taking professional advice where appropriate to be prudent in the management of the charity's resources, avoiding placing assets at risk, and invest carefully to act collectively to act in the best interests of the charity and avoid personal conflicts of interest.

3 The members of the Board are the directors of the company. The Companies Act 2006 codifies directors' duties as follows:       

to act within their powers to promote the success of the company for members' benefit to exercise independent judgement to exercise reasonable care, skill and diligence to avoid conflicts of interest to not accept benefits from third parties to declare interests in proposed transactions or arrangements with the company.

4

The Board's Code sets out the responsibilities of Board members as follows.

4.1

Board members have corporate responsibility for:



 

establishing and reviewing regularly the organisation's vision, values and overall strategic direction, as well as policies for their fulfilment ensuring that QAA follows the principle and practice of openness in the conduct of its business, which includes giving prompt responses to public requests for information ensuring that high standards of corporate governance are observed at all times overseeing the delivery of planned results by monitoring performance against agreed strategic objectives and targets ensuring that QAA operates within any conditions relating to the use of public funds ensuring that QAA meets its contractual obligations.

4.2

Board members' financial responsibilities include:



approving annual operating plans and budgets which should reflect the mission and business plan ensuring the solvency of QAA and safeguarding its assets ensuring that the funds provided under contract by the funding bodies and the institutions of higher education are used for the purposes stated in those contracts and agreements 18

  



 

receiving and approving the annual accounts ensuring the existence and integrity of financial control systems, including meeting the expectations in the Bribery Act 2010.

4.3

In relation to QAA's charitable status, Board members are responsible for:

  

applying the property and income of QAA only for the defined charitable purposes acting only within their legal powers taking particular care that any trading activities are organised such that they do not compromise charitable status managing and protecting the property of QAA responding to any requirements of the Charity Commission or the Office of the Scottish Charity Regulator (OSCR) for information.

 

The Board's approach to delegation 5

The Code sets out the following principles in relation to delegation of powers:

5.1 The Board may also decide to delegate responsibility for specified matters to individual members or committees of the Board. The following principles apply to powers delegated by the Board.   

All such individuals or committees must be provided with written terms of reference which state clearly the extent and limits of their responsibilities and authority. If relevant, terms of reference must distinguish between issues on which the individual or committee is empowered to take decisions, and issues on which they advise the Board, but take no final decisions. Where individuals or committees are acting under delegated authority to take specified decisions, they will provide regular written reports to the Board on the decisions taken.

Matters reserved to the Board 6 Within the frameworks set by the Board's Code and the UK Corporate Governance Code: Principles of Good Governance and Code of Best Practice (Turnbull), the Board has agreed this schedule of matters reserved to the Board. The schedule informs all decisions about delegation of powers. 7 The areas of Board responsibility listed below are not considered suitable for delegation to a committee of the Board.

Companies Acts requirements    

Approval of financial statements and accounts. Approval of any significant change in accounting policies or practices. Appointment or removal of Company Secretary. Remuneration of auditors and recommendations for appointment or removal of auditors.

Charity requirements    

Applying QAA's property and income only for the defined charitable purposes. Ensuring that trading or other activities do not compromise charitable status. Managing and protecting the property of QAA. Responding to the requirements of the Charity Commission or OSCR for information. 19

Management/governance    

Approval of business and operating plans and budgets. Changes to the company's constitution or status (for recommendation to the company's members). Changes to management and control structures. Terms and conditions of Board members, the Chief Executive and senior executives.

Board membership and Board committees  

Board appointments and removals (subject to the provisions in the company's Articles of Association). Terms of reference, membership of and appointments to Board committees.

Financial matters   

Major capital projects. Contracts for services (for example, with funding councils or the National Health Service). Investments.

Miscellaneous       

Risk management strategy. Treasury management strategy. Pensions matters. Internal control arrangements. Liability insurance. Prosecution, defence or settlement of litigation. Policy on charitable or political donations.

20

Appendix 5 'Whistle-blowing' policy and procedure Introduction 1 All employees have a duty to maintain appropriate confidentiality in relation to their employer's affairs (this is an explicit term in all contracts of employment). However, where an individual discovers activities or information that they believe shows malpractice/wrongdoing, this information should be disclosed in accordance with QAA's Whistle-blowing policy and procedure. 2 The Public Interest Disclosure Act (1998) gives legal protection to workers against being dismissed or victimised if they make 'protected disclosures' as defined in the Act. In addition, QAA believes that individuals should be able to raise legitimate concerns that do not fall within the definitions set down in the Act, without fear of reprisal.

Scope of the Policy 3 This policy is designed to assist workers including agency temps, self-employed contractors and casual staff who believe they have discovered malpractice or impropriety. It is not intended as a means to re-open matters that have already been addressed under the grievance or disciplinary procedures, or to question legitimate financial or business decisions taken by QAA. 4 This policy covers allegations of malpractice, confirmation of which would be in the interests of QAA and its stakeholders. These might include, for example:      

failure to comply with legal obligations financial malpractice, impropriety or fraud criminal activity improper conduct or unethical behaviour dangers to health and safety attempts to conceal any of the above.

5 Separate policies and procedures exist for grievances, disciplinary matters and harassment.

Safeguards Protection 6 This policy offers protection to individuals who make disclosures in the interests of QAA, its stakeholders and the public, provided that these are made in good faith, and in the reasonable belief that the conduct indicates malpractice.

Confidentiality 7 QAA will treat all such disclosures in a confidential and sensitive manner. Individuals are, however, encouraged to put their name to any disclosures they make rather than seek anonymity. 8 The identity of the individual making the allegation may be kept confidential so long as it does not hinder or frustrate any investigation. However, the investigation process may reveal the source of the information and the individual making the disclosure may need to provide a statement as part of the evidence required. 21

Untrue allegations 9 Where an individual makes an allegation in good faith, but this is not confirmed by subsequent investigation, no action will be taken against that individual. If, however, an employee makes malicious or vexatious allegations, and particularly if he or she persists with making them, disciplinary action may be taken against the person concerned.

Procedure 10 In the first instance any disclosure should be made to the Director of Resources (who is also Company Secretary) who will decide on an appropriate course of action to resolve the matter. Action may include a range of approaches including informal resolution; changes to policy and procedure; internal investigation; an independent inquiry, perhaps undertaken by the QAA Auditors; or referral to the police. It also includes the option to dismiss the concern. The Director of Resources in his capacity as Company Secretary has a direct reporting line to the Board and an obligation to ensure any disclosures are dealt with properly. 11 If it is inappropriate that the matter should be raised with the Director of Resources it should be made to another Director, the Chief Executive, the Chair of the Board, or the Chair of the Audit committee according to which of these is deemed the most suitable. A member of staff may, if they choose, make an allegation through the recognised Trade Union, the Public and Commercial Services Union (PCS). The person who receives the initial disclosure will inform the individual who made the disclosure of the outcome of the investigation where this would not breach confidentiality. 12 All internal and/or independent investigations will be conducted as sensitively and speedily as possible, and will be carried out by someone who will not be involved in taking a decision about the allegations, or is implicated by the allegations. Where the allegation involves potential misconduct, care must be taken to carry out the investigation in accordance with the disciplinary policy and procedure. 13 The person(s) against whom the allegation is made must be told the claims made against them and any evidence supporting this, and be allowed to respond before any further action is taken. 14 The person who investigates the allegation, or the panel if there is a disciplinary hearing, will decide what action, if any, should be taken, in light of the information available. 15 A brief record of all disclosures should be made, and held by the Director of Resources or the Chief Executive. These will be retained for 10 years.

Other sources of advice 16 If you feel concerned about raising an issue there is support available. Public Concern at Work is the whistle-blowing charity (www.pcaw.org.uk). Their helpline can be contacted on 020 7404 6609 or by e-mailing [email protected]. 17

They have four activities. They:



offer free, confidential advice to people concerned about crime, danger or wrongdoing at work help organisations to deliver and demonstrate good governance inform public policy promote individual responsibility, organisational accountability and the public interest.

  

22

Appendix 6 Protocol on observers at Board meetings The Board 1 The Board has 17 members. Four are appointed collectively by the higher education funding bodies - the Department for Education and Learning (DEL), Higher Education Funding Council for England (HEFCE), Higher Education Funding Council for Wales (HEFCW) and Scottish Funding Council (SFC). Four are appointed collectively by the representative bodies of the HEIs - GuildHE, Higher Education Wales, Universities Scotland and Universities UK. One is appointed by the UK council of Colleges. One is appointed by the National Union of Students. Seven independent Board members, including a student Board member, are appointed by the Board as a whole.

Openness and transparency 2 The Board is committed to openness and transparency in its decision making and seeks to follow the principles set out in the Freedom of Information Act. The Board has therefore agreed that Unreserved business of its meetings will be open for organisational representatives to observe. This document sets out the protocol that will apply for observers at Board meetings.

The categories of Board business 3

There are three categories of Board business:

Unreserved business 3.1

Unreserved business is the largest category of Board business and includes:

              

Unreserved minutes Chief Executive's report Development of policies and methods Committee reports (other than Remuneration, ACDAP, ARLC and Nominations) Finance reports Annual plan Board effectiveness reviews Annual report on QAA's work Directors' Report and Financial Statements Reports on completion of a Review Reports on QAA's performance and effectiveness Appointments to committees Annual Conference planning Dates of future Board meetings Papers circulated to the Board for information

Confidential business 3.2 This normally relates to information or advice that may be commercially sensitive (either to QAA or to a third party); information or advice that has been given to QAA in confidence; information or advice that may affect an institution's reputation; information or advice intended for or commissioned by a third party; or (some aspects of the) development of QAA policy and strategy. 23

    

Confidential minutes Advisory Committee on Degree Awarding Powers (ACDAP) and applications for degree awarding powers (DAP) and university title (UT) Access Recognition and Learning Committee (ARLC) and applications for Access Validating Agency (AVA) licences, or withdrawal of a licence Reports on appeals Budgeting, contracting and risk management.

Reserved business 3.3 This normally relates to the personal or professional affairs of current or future members of staff or the Board. It may also include legal and auditor advice to QAA.   

Reserved minutes Advice from the Nomination and Remuneration Committee, for example on salaries and performance of senior staff Appointment of Chair, other Board members and the Chief Executive.

4 The Chair determines the category of Board business for each item on a Board agenda, in consultation with the Chief Executive and Board Secretary, guided by the categorisation in paragraph 3.

Organisational observers 5 QAA will invite the following organisations to send representatives to observe Board meetings:             

Universities UK Universities Scotland GuildHE HEW UK Council of Colleges HEA NUS HEFCE SFC HEFCW DELNI OIA Study UK

6 These organisations are requested to inform QAA one week before a Board meeting whether they intend to send a representative, so that practical arrangements can be made.

Other observers 7 If, after organisational observers have notified QAA about their attendance, there are still free places, other observers with a particular interest in an item may attend.

24

Conduct at Board meetings 8 If the Chair wishes to invite an observer to contribute to an item, the Chair may invite them to sit at the Board table. Otherwise, observers will normally be seated on a separate table. 9 The right to observe meetings does not confer on observers entitlement to speak, vote, or otherwise contribute to meetings, unless at the invitation of the Chair. 10 If asked to do so by the Chair, observers, either individually or collectively, must leave the meeting. 11 Other Board and Committee meetings are not open to observers except by specific invitation. 12

The observers do not attend the Board’s annual awayday.

Board papers 13 QAA will make arrangements for organisational observers to have access to Board papers relating to Unreserved business electronically in advance of the meeting. These papers should not be shared beyond the observers' organisation. Once papers have been agreed at the Board meeting, they will be published on QAA's website and may then be disseminated in accordance with QAA's publication policy.

Costs 14 Observers are responsible for meeting costs they incur in attending QAA Board meetings.

Register of interests 15 The observers are required to declare any interests at the beginning of each meeting, and, if ruled necessary by the Chair, to absent themselves from discussion of any particular item on the grounds of potential conflict of interest.

Freedom of Information 16 Although QAA is not subject to the Freedom of Information Act (2000) (FOIA), its Information Publication Scheme (IPS) reflects the spirit of the Act. QAA publishes its unreserved minutes and Board papers once the minutes of a meeting have been confirmed and published. QAA should be informed of any FOIA request received by a body that nominates Board observers. Where possible, the request should be referred to QAA and dealt with under the terms of its IPS. Where this is not possible, arrangements for the handling of such requests will be agreed.

25

SECTION 2

Appendix 7

Access Recognition and Licensing Committee Terms of Reference Remit 1

The Access Recognition and Licensing Committee (ARLC) will:



oversee QAA's framework for the recognition of Access to HE courses, and associated arrangements (the QAA Recognition Scheme for Access to Higher Education), and will make recommendations on its development to the QAA Board, or other authority, as appropriate oversee the AVA initial licensing process; receive reports on licence application visits; and make recommendations to the QAA Board concerning the award of new AVA licences oversee AVA monitoring and relicensing processes; receive relicensing reports, and make recommendations to the QAA Board concerning the renewal of AVA licences oversee developments of the Access to HE qualification, with reference to the qualification's principal purpose of providing a preparation for study in higher education.

  

Membership 2 The Committee comprises 11 members (with a possible further two by co-option), as follows:     

two Board members (at least one of whom should be the head of a higher education institution) three members from the higher education sector with appropriate experience and an understanding of Access to HE, at least one of whom should be the head of an institution receiving Access to HE students three members from the further education sector with appropriate experience and an understanding of Access to HE, at least one of whom should be the head of an organisation providing Access to HE courses two other members with appropriate experience for the work of the Committee, who may come from further or higher education or who may have other experience which is relevant to the work of the Committee the Chief Executive of QAA.

3 A maximum of two additional members may be co-opted to the Committee. (Co-options may be used, for example, to include chairs of development groups who are not otherwise members of the Committee, or to bring other relevant representation or additional expertise on to the Committee.) 4 The Committee's membership will reflect a range of the different types of organisations that deliver Access to HE courses and institutions that receive Access to HE students. Members will jointly hold the required knowledge and expertise, including knowledge of the operation AVAs, to enable the Committee to carry out its remit effectively. Current AVA officers and permanent employees of AVAs are not eligible to serve on the ARLC. 26

5 The Director of Reviews and other QAA officers will attend meetings to advise and support the Committee.

Secretariat 6

Head of Access and Lead Administrator (Access).

7 board.

Membership is available at: www.qaa.ac.uk/about-us/corporate-governance/our-

The Chair 8 One of the two Board members, who shall be the head of a higher education institution, is appointed by the Board to act as the Committee's Chair. 9 If the Chair is absent (or needs to withdraw) from the meeting, she/he designates a deputy from the Committee for the meeting (or item) in question.

Appointment to the ARLC 10

All appointments and reappointments are made by the Board.

11 Processes for the recruitment and selection of members will reflect QAA's commitment to transparency, equality and diversity. 12 On appointment to the Committee, members' attention is drawn to the Board's Code of Best Practice, including the general expectation of the Code that 'Members of Board committees [are] expected to work in the spirit of the expectations and duties placed on directors and trustees' and the specific expectations relating to the confidentiality of Committee papers, materials and discussions.

Term of office 13 Members are invited to serve on the Committee for three years in the first instance. Members may be reappointed for a further period of three years. Six years is the maximum permitted continuous period of office. 14 A member who retires, or leaves the sector from which they were appointed, may remain on the Committee for up to two years from the date of retirement (providing this does not exceed the standard term).

Quorum 15 The Committee is quorate when five members are present, including the Chair (or his/her designated deputy).

Frequency of meetings 16

The Committee will normally meet four times a year.

Report 17 The ARLC will report routinely to the Board through its minutes, and occasionally through such reports as the Board may request.

Review 18 The Committee will review its terms of reference no less than once every three years to ensure its continuing effectiveness and fitness for purpose. 27

Appendix 8 Advisory Committee on Degree Awarding Powers Terms of Reference 1 QAA is a company limited by guarantee and a registered charity in England and Wales, and Scotland. Its Board members are the Charity’s trustees and the company’s directors. As a charity it is charged with providing public benefit; as a company it is charged with providing benefit to the company’s members. The Board appoints advisory committees to help QAA achieve its aims. Not all committee members are also Board members; those who are not Board members are not subject to the formal duties and liabilities of trustees and directors. They do, however, have the responsibility to work in the spirit of the expectations, duties and standards that apply to QAA’s directors/trustees. Committee members should refer to the Board’s Code of Best Practice, in particular paragraphs 2-8, 1314, 19 22 and 38-42. In carrying out their responsibilities, and in making proposals or recommendations to the Board from time to time, Board committees should have regard to the tests for public benefit and members’ benefit that are set out in paragraphs 53-57 of the Code.

Remit 2

The Advisory Committee on Degree Awarding Powers (ACDAP) will:



oversee the degree awarding powers and university title scrutiny processes and associated criteria and guidance, making periodic recommendations on their development to the QAA Board, as appropriate



undertake preliminary consideration of degree awarding powers or university title applications referred to QAA by devolved government bodies



determine whether applicants have made a case to proceed to detailed scrutiny of their applications and the evidence on which applications are made, appointing scrutiny teams who will report their findings to the Committee



receive scrutiny team reports and determine action to be taken on the basis of ACDAP’s discussion of the reports



make recommendations to the QAA Board on the nature of the confidential advice to be given to Ministers.

Chair 3 The Committee shall be chaired by an individual who is independent of the Board and any higher education provider.

Membership 4 The Committee must command academic and wider public confidence given the implications of its recommendations for UK higher education and the need to ensure that the reputation of UK degrees continues to be upheld. The Committee’s membership will: 28



be representative of an increasingly diverse UK higher education landscape (although members are appointed on an individual basis rather than as a representative of a particular constituency)



be balanced in that its membership will take account of the purpose of, and different audiences served by, higher education



comprise members with strategic and substantial UK degree-awarding body experience; experience of quality management, assurance and enhancement in a degree-awarding body context; experience of further education; student engagement experience; international experience; and wider experience pertinent to the work of the Committee, reflecting credibility and currency considerations



demonstrate independence, flexibility and effectiveness



include representation from England, Scotland and Wales



reflect the international context in which UK degree awarding bodies operate.

5

Committee members will be required to make informed contributions, taking account of government-owned criteria and guidance for degree awarding powers or university title to be used in the four nations of the UK. They will jointly hold skills, expertise and experience to enable the Committee to carry out its remit effectively.

6

The Committee shall comprise 14 members as follows:



the Chair



two Board members



seven members with current or recent (within the last two years) UK degree awarding powers experience at a strategic level, and/or having senior level responsibility for areas covered by the criteria governing the grant of degree awarding powers or university title



two members providing an employer or professional body perspective



one member with a background in College Higher Education



one student member.

7

A maximum of two additional members may be co-opted to the Committee to bring other relevant expertise on to the Committee.

8

Observers may attend on behalf of UK government departments and higher education funding bodies.

9

The Chief Executive of QAA (ex officio) and other QAA officers shall attend meetings to advise and support the Committee. QAA’s Head of Degree Awarding Powers and University Title shall be the Secretary to the Committee.

10

Membership is available at: http://www.qaa.ac.uk/assuring-standards-andquality/daput/ac-dap

29

Secretariat 11

Three QAA officers: Director of Quality Assurance, Head of Degree Awarding Powers and University Title, and Lead Administrator (ACDAP)

Appointment to ACDAP 12

All appointments and re-appointments shall be made by the Board.

13

Processes for the recruitment and selection of members will reflect QAA's commitment to transparency, equality and diversity.

Term of office 14

The student member will normally be invited to serve on the Committee for one year with the possibility of two further one year renewals up to a maximum of three years. All other members shall normally be invited to serve on the Committee for three years initially. Members may be re-appointed for a further period of three years. Six years is the maximum permitted continuous period of office.

Interests of Board and committee members 15

Board and committee members are required to declare any personal, professional, academic or business interests that may conflict with their responsibilities. The registers of members’ interests are published on our website. Guidance on declaring and registering interests is given in Appendix 3 of the Board’s Code of Best Practice.

Quorum 16

The Committee will be quorate when seven members, including one Board member and four members with substantial and senior level experience of working in a UK degree-awarding body, are present.

Frequency of meetings 17

The Committee will meet four times a year in 2013-14. From 2014-15 it will meet three times a year.

Report 18

The Committee will report routinely to the Board through its minutes, and occasionally through such reports as the Board may request.

ACDAP sub-panels 19

Where ACDAP considers it necessary to appoint an ACDAP sub-panel, the Chair of ACDAP will chair the sub-panel which will also include two members of the Committee with direct experience of working at a senior and strategic level within a higher education provider holding degree-awarding powers. The sub-panel may be supplemented by individuals who are not members of ACDAP but who have relevant expertise or experience.

Review 20

The Committee will review its terms of reference no less than once every three years to ensure its continuing effectiveness and fitness for purpose, and report to the QAA Board as appropriate. 30

Appendix 9 Audit Committee Terms of Reference 1 QAA is a company and a charity. Its Board members are the charity's trustees and the company's directors. As a charity it is charged with providing public benefit; as a company it is charged with providing benefit to the company's members. The Board appoints advisory committees to help QAA achieve its aims. Not all committee members are also Board members; those who are not Board members are not subject to the formal duties and liabilities of trustees and directors. They do, however, have the responsibility to work in the spirit of the expectations, duties and standards that apply to QAA's directors/trustees. Committee members should refer to the Board's Code of Best Practice, in particular paragraphs 2-8, 13-14, 19, 22 and 38-42. In carrying out their responsibilities, and in making proposals or recommendations to the Board from time to time, Board committees should have regard to the tests for public benefit and members' benefit that are set out in paragraphs 53-57 of the Code. 2

The Audit Committee's Terms of Reference are:

2.1

to advise the Board on:

2.1.1

the effectiveness of QAA's internal control systems

2.1.2

risk management, including:

  

the implications of the annual review of QAA's internal control arrangements QAA's approach to risk management and overall risk management arrangements the management of significant risks

2.1.3

external audit matters, including:

     

the appointment or re-appointment of the external auditor the audit fee the external auditor's management letter, and the management response the provision of any non-audit audit services by the external auditors the Committee's evaluation of the performance and effectiveness of the external auditors any questions of resignation or dismissal of the external auditors

2.1.4

internal audit matters, including:

     

the appointment or re-appointment of the internal auditors the audit fee the terms of engagement of the internal auditors significant internal audit reports and the management responses the provision of any non-audit audit services by the internal auditors the Committee's evaluation of the performance and effectiveness of the internal auditors any questions of resignation or dismissal of the internal auditors



2.1.5 any reports from external agencies such as the Higher Education Funding Council for England Assurance Services and the National Audit Office 2.1.6

arrangements to promote economy, efficiency and effectiveness in QAA. 31

2.2 to review the draft Directors' Report and Financial Statements, and advise the Board accordingly. 2.3

to consider, and discuss with the external auditors where appropriate:

  

the nature and scope of the audit, before the audit begins the Directors' Report and Financial Statements any issues arising from the audit, including a review of the management letter and the QAA response, and any other matters the external auditors may wish to discuss (in the absence of QAA staff where necessary).

2.4  

to consider, and discuss with the internal auditors where appropriate: the audit needs assessment, the audit plan and the resources available for internal audit all internal audit reports and the management response to those reports.

2.5

to monitor the implementation of all agreed audit recommendations.

2.6 to consider any other issues requested by the Board, and to advise the Board accordingly. 3  

The Audit Committee is authorised by the Board to: investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee and all employees are directed to cooperate with any request made by the Audit Committee obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.

4 The Audit Committee shall also undertake the functions outlined in paragraphs 2 and 3 above on behalf of QAA Enterprises Ltd.

Membership 5 There shall be five members, of which at least one should have a background in finance, accounting or auditing. The quorum shall be three members. 6 All members shall be appointed by the Board; at least four - including the Chair shall be appointed from among the Board members. Any member who is not a member of the Board shall be appointed for three years in the first instance, and shall be eligible for reappointment once only.

Secretariat 7 Three QAA officers: Head of Finance and Planning, Head of Governance and Lead Administrator (Audit Committee). 7

Membership is available at: www.qaa.ac.uk/about-us/corporate-governance/ourboard

Attendance at meetings 9 The Chief Executive, the Director of Resources and the Head of Finance normally attend meetings of the Audit Committee. 32

10 A representative of the external auditors and the internal auditors shall attend meetings where business relevant to them is to be discussed.

Frequency of meetings 11 The Audit Committee normally meets three times a year. The external auditors or the internal auditors may request a meeting if they consider it necessary.

Reporting 12 The minutes of meetings of the Audit Committee will be circulated to all members of the Board. 13 The Audit Committee receives and considers the annual reports of the internal and external auditors and reports to the Board after each meeting. The Directors' Report and Financial Statements include a summary of the Audit Committee's work each year, including the reliance that may be placed on the internal control system and risk management systems, and the arrangements for securing economy, efficiency and effectiveness.

33

Appendix 10 Finance and Strategy Committee Terms of Reference 1 QAA is a company and a charity. Its Board members are the charity's trustees and the company's directors. As a charity it is charged with providing public benefit; as a company it is charged with providing benefit to the company's members. The Board appoints advisory committees to help QAA achieve its aims. Not all committee members are also Board members; those who are not Board members are not subject to the formal duties and liabilities of trustees and directors. They do, however, have the responsibility to work in the spirit of the expectations, duties and standards that apply to QAA's directors/trustees. Committee members should refer to the Board's Code of Best Practice, in particular paragraphs 2-8, 13-14, 19, 22 and 38-42. In carrying out their responsibilities, and in making proposals or recommendations to the Board from time to time, Board committees should have regard to the tests for public benefit and members' benefit that are set out in paragraphs 54-57 of the Code. 2 QAA Enterprises is the wholly owned trading subsidiary of QAA. The Finance & Strategy Committee reports to the boards of both QAA and QAA Enterprises. 3          

The Finance and Strategy Committee's Terms of Reference are: to develop, and advise the Boards on, a financial and business strategy to keep the financial and business strategy under review, and advise the Boards on any changes to be made to the strategy to monitor QAA's and QAA Enterprises’ financial and business performance against the strategies and report to the Boards its findings to review the draft annual plan and budget and make recommendations thereon to the Boards to monitor performance against the annual plan and budget, and report to the Boards its findings to monitor and ensure alignment of financial contribution from business development activities with QAA's financial strategy, and reporting to the Boards on progress advising on any significant variances to review and monitor management reports regarding the proper due diligence for business development opportunities, satisfying itself that any opportunities pursued are within the risk appetites of QAA and QAA Enterprises to approve, on behalf of the Boards, capital expenditure exceeding the level at which the Chief Executive or Director of Resources are able to approve capital spends under QAA's Financial Regulations, and report to the Board such approvals to develop and advise the Boards on a treasury management policy and investment strategy to appoint and monitor the performance of, on behalf of the Boards, investment and capital managers under the treasury management policy, and report to the Boards accordingly.

Membership 4 There shall normally be seven members, including the Chair of the QAA Board (ex officio). The Chair of the Audit Committee shall have observer status. 5 All members, with the exception of the Chair of the Board, shall be appointed by the QAA Board. At least five members, including the Chair of the Committee, shall be appointed 34

from among Board members. Any member who is not a member of the Board shall be appointed for no more than three years in the first instance, and shall be eligible for reappointment once only.

Secretariat 6

Two QAA officers: Head of Finance and Planning, Head of Governance.

7

Membership is available at: www.qaa.ac.uk/about-us/corporate-governance/ourboard.

Quorum 8

The quorum shall be four members.

Attendance at meetings 9 The Chief Executive, the Director of Resources, the Head of Finance and Planning, and the Head of Business Strategy and Development normally attend meetings of the Finance and Strategy Committee.

Frequency of meetings 10

The Finance and Strategy Committee normally meets three times a year.

35

Appendix 11 Nomination and Remuneration Committee Terms of Reference 1 QAA is a company and a charity. Its Board members are the charity’s trustees and the company’s directors. As a charity it is charged with providing public benefit; as a company it is charged with providing benefit to the company’s members. The Board appoints advisory committees to help QAA achieve its aims. Not all committee members are also Board members; those who are not Board members are not subject to the formal duties and liabilities of trustees and directors. They do, however, have the responsibility to work in the spirit of the expectations, duties and standards that apply to QAA’s directors/trustees. Committee members should refer to the Board’s Code of Best Practice, in particular paragraphs 2-8, 13-14, 19, 22 and 38-42. In carrying out their responsibilities, and in making proposals or recommendations to the Board from time to time, Board committees should have regard to the tests for public benefit and members’ benefit that are set out in paragraphs 5457 of the Code. 2       

The Nomination and Remuneration Committee's Terms of Reference are to: advise the Board on the terms and conditions and remuneration (and, where appropriate, severance payments) of the Chief Executive and the Directors advise the Board on the performance of the Chief Executive and the Directors and (where appropriate) an assessment of entitlement to performance-related pay. advise the Board on the procedures to be followed in appointing 'independent' directors to the Board, having regard to the need for openness in such appointments make recommendations to the Board for the appointment of 'independent' directors advise the funding and representative bodies of any particular needs of the Board in terms of the skills and knowledge of Board members to assist in their selection of nominees to the Board oversee matters relating to the effectiveness of the Board oversee matters relating to the Single Equality Scheme.

3 The Nomination and Remuneration Committee will take advice from the Chief Executive in relation to the terms and conditions, performance and remuneration of the Directors. 4 Where possible, and to allow it to meet its Terms of Reference, the Nomination and Remuneration Committee should seek comparative information on remuneration and conditions of service in comparable organisations. 5 When considering severance payments for senior staff, the Nomination and Remuneration Committee should bear in mind that it must represent the public interest and avoid any inappropriate use of public funds. Care should be taken to avoid determining a severance package that public opinion might deem to be excessive. 6 In developing its procedures on appointments to the Board and making its recommendations to the Board, the Nomination and Remuneration Committee will take account of:  

the formal constitution of the Board as set out in Article 46 of the Articles of Association the need to secure an appropriate body of independent directors with 'experience of…and capacity in industrial, commercial or financial matters or the practice of any profession' (Article 47) 36



the need for the Board to operate an open and transparent appointments process. This will take into account the overall composition and balance of the Board and will normally include public advertisement but will not exclude direct approaches being made to individuals who may be suitable, or organisations that may be able to advise.

7 The Nomination and Remuneration Committee meets at least twice a year and reports to the Board.

Membership 8 The Nomination and Remuneration Committee has four members, of whom three shall be drawn from the ‘independent’ members of the Board. The Committee is chaired by the Chair of the Board. 9 The Chief Executive normally attends meetings, except when his own remuneration is under discussion and other times at the discretion of the Chair.

Secretariat 10 Two QAA officers: Head of Human Resources and Organisational Development and Head of Governance. 11

Membership is available at: www.qaa.ac.uk/about-us/corporate-governance/ourboard.

Quorum 12

Three members, including the Chair, shall be a quorum.

37

Appendix 12 QAA Scotland Committee Terms of Reference 1 QAA is a company and a charity. Its Board members are the charity's trustees and the company's directors. As a charity it is charged with providing public benefit; as a company it is charged with providing benefit to the company's members. The Board appoints advisory committees to help QAA achieve its aims. Not all committee members are also Board members; those who are not Board members are not subject to the formal duties and liabilities of trustees and directors. They do, however, have the responsibility to work in the spirit of the expectations, duties and standards that apply to QAA's directors/trustees. Committee members should refer to the Board's Code of Best Practice, in particular paragraphs 2-8, 13-14, 19, 22 and 38-42. In carrying out their responsibilities, and in making proposals or recommendations to the Board from time to time, Board committees should have regard to the tests for public benefit and members' benefit that are set out in paragraphs 54-57 of the Code.

Introduction 2

The QAA Scotland Committee will:

  

be responsible for the work of QAA in Scotland exercise its responsibility under powers delegated to it by the QAA Board have its terms of reference and categories of membership determined by the Board have its Chair and members appointed by the Board exercise its powers in conformity with its terms of reference and the Board's schedule of matters reserved to the Board.

 

Terms of reference: delegated and reserved powers 3 The remit of the QAA Scotland Committee is to ensure that all QAA policy and practice as it applies in Scotland is developed and implemented in ways that are appropriate to the needs, features and accountabilities of higher education in Scotland. 4 The QAA Scotland Committee will act under delegated authority from the Board except in those areas which it has been agreed will be reserved to the Board. The following powers are reserved to the Board. 4.1

Constitutional powers.



The power to determine the membership categories of the QAA Scotland Committee. The power to appoint the members of the QAA Scotland Committee and to appoint the chair of the QAA Scotland Committee from the members of the Board from Scotland. The power to determine and amend the terms of reference of the QAA Scotland Committee.

 

4.2

Financial powers.

All matters relating to financial contracting with the Scottish Funding Council (SFC), Universities Scotland and other contracting organisations. 38

4.3

Matters in which UK-wide consistency is of prime importance.



Any matters which, in the view of the Board (following, where in the view of the Board it is appropriate, consultation with the sector, the funding councils, the QAA Scotland Committee or other stakeholders), would most effectively be addressed on a UK-wide basis. This will include all matters relating to the award of degree awarding powers and university title.

5

In fulfilling its remit, the activities of the QAA Scotland Committee will include:

 

overseeing the work of QAA in Scotland liaising, consulting and working with appropriate bodies in Scotland to ensure that QAA's work in Scotland meets Scottish requirements advising and consulting on the higher education component of the Scottish Credit and Qualifications Framework and maintaining the relevance to Scotland of other elements of QAA's Quality Infrastructure overseeing the programmes of reviews in Scotland agreeing and maintaining the QAA programme of enhancement activities in Scotland developing and overseeing operational and business planning of QAA's work in Scotland within the overall planning processes of QAA monitoring, reviewing and reporting on progress against contractual commitments and plans advising the Board on any and all matters Scottish advising and consulting the Board on matters in Scotland which could have a significant impact UK-wide and/or on other elements of QAA work.

      

Reporting arrangements 6 The minutes of each meeting of the QAA Scotland Committee will be provided to the Board at the next meeting of the Board following the meeting of the QAA Scotland Committee. In addition, the Board may call for papers on specific matters from the QAA Scotland Committee at any time. Minutes of the Board will routinely be provided for information to the first meeting of the QAA Scotland Committee following the Board meeting.

Frequency of meetings and quorum 7 The QAA Scotland Committee will normally meet a minimum of three times a year. The quorum for meetings of the QAA Scotland Committee will be six members of whom at least one shall be a Board member.

Chair and members 8 The membership of the QAA Scotland Committee will largely mirror the categories of Board membership and will be made up as follows:  



two members nominated by Universities Scotland including any Board members from Scotland nominated in the category of Universities Scotland, Universities UK, Higher Education Wales and GuildHE nominated members two members nominated by the Scottish Funding Council (SFC) including any QAA Board members from Scotland in the category of Higher Education Funding Council for England (HEFCE), Higher Education Funding Council for Wales (HEFCW), SFC and Department for Employment and Learning (DEL) nominated members two independent members including any QAA Board members from Scotland in the category of independent member. The Confederation of British Industry Scotland (CBI Scotland) will be invited to nominate one of the independent members 39

         

one QAA Board member not from Scotland one member nominated by the Scottish Qualifications Authority one member from an appropriate professional body one member from further education nominated by Colleges Scotland one member nominated by Universities Scotland in the area of credit and access one member from outside the UK one member nominated by student participation in quality Scotland (sparqs) one member from the student body of higher education institutions in Scotland the QAA Scotland Committee can include up to three co-opted members at any one time the Chair of the QAA Board - ex officio.

Secretariat 9

Two QAA officers; Director of Scotland and Assistant Director, Enhancement Themes.

10 The Chair of the QAA Scotland Committee is appointed by the Board from among the Board members from Scotland. 11 All members, including the Chair, are appointed by the Board for three years with the possibility of one renewal of appointment. 12

Membership is available at: www.qaa.ac.uk/about-us/corporate-governance/ourboard.

Observers 13 Universities Scotland and the SFC will be invited to send observers to meetings of the QAA Scotland Committee.

40

Appendix 13 QAA Student Advisory Board Committee Terms of Reference 1 QAA is a company and a charity. Its Board members are the charity's trustees and the company's directors. As a charity it is charged with providing public benefit; as a company it is charged with providing benefit to the company's members. The QAA Board appoints advisory committees to help QAA achieve its aims. Not all committee members are also Board members; those who are not Board members are not subject to the formal duties and liabilities of trustees and directors. They do, however, have the responsibility to work in the spirit of the expectations, duties and standards that apply to QAA's directors and trustees. Committee members should refer to the Code of Best Practice, in particular paragraphs 2-8, 13-14, 19, 22 and 38-42. In carrying out their responsibilities, and in making proposals or recommendations to the QAA Board from time to time, QAA Board committees should have regard to the tests for public benefit and members' benefit that are set out in paragraphs 54-57 of the Code. 21

The Student Advisory Board Terms of Reference are:



to advise the QAA Board on issues relevant to the work of the QAA affecting current or prospective students at institutions that are subject to QAA review to advise QAA staff on the development of any work that has substantive implications for current or prospective students that are subject to QAA review to advise the student engagement team at QAA on its work plan for the year to make suggestions to the QAA Research Advisory Group on the commissioning of research to assist QAA in understanding and meeting the needs of current or prospective students at institutions that are subject to QAA review.

  

Membership 3 The chair of the committee will be a joint-Chair position between the two QAA student Board members. 4

There shall be the following members in addition to the joint Chairs:

     

10 student members Three student union staff members Two NUS nominees, not more than one staff member QAA Chair of the Board QAA Chief Executive One additional QAA Board member.

5

Membership is available at: www.qaa.ac.uk/about-us/corporate-governance/ourboard.

Secretariat 6

Two QAA officers; Student Engagement Manager and Student Engagement Officer.

7 Student and student union members with the exception of NUS nominees shall be appointed by open recruitment. 8 All members shall be appointed for two years in the first instance, and shall be eligible for reappointment once only. 41

9 All student members must be either current students studying at QAA subscriber institutions or have completed their studies not longer than two years prior to appointment. At least five student members must be current students studying at an institution subject to QAA review. A diverse range of student members must be sought across a number of modes and levels of study and from Scotland, Wales and Northern Ireland.

Attendance at meetings 10 The QAA student engagement team normally attends meetings of the SAB and the Chairs may invite any attendees as necessary for the effective conduct of the meeting. 11 Attendance registers will be kept. Three concurrent absences or three meetings missed within a year may result in membership of the committee being terminated by the QAA Board. The meeting will be considered quorate if half of the membership or more is present. Should the number of members fall below half, those present may continue with the meeting subject to those present formally agreeing that they are competent to conduct the business.

Review of effectiveness 12 The SAB will review its effectiveness every two years of operation and report its findings to the QAA Board.

42

Appendix 14 QAA Wales Committee Terms of Reference 1 QAA is a company and a charity. Its Board members are the charity's trustees and the company's directors. As a charity it is charged with providing public benefit; as a company it is charged with providing benefit to the company's members. The Board appoints advisory committees to help QAA achieve its aims. Not all committee members are also Board members; those who are not Board members are not subject to the formal duties and liabilities of trustees and directors. They do, however, have the responsibility to work in the spirit of the expectations, duties and standards that apply to QAA's directors/trustees. Committee members should refer to the Board's Code of Best Practice, in particular paragraphs 2-8, 13-14, 19, 22 and 38-42. In carrying out their responsibilities, and in making proposals or recommendations to the Board from time to time, Board committees should have regard to the tests for public benefit and members' benefit that are set out in paragraphs 54-57 of the Code.

Introduction 2

The QAA Wales Committee will:

    

be responsible for monitoring the work of QAA in Wales exercise its responsibility under powers delegated to it by the QAA Board have its terms of reference and categories of membership determined by the Board have its Chair and members appointed by the Board exercise its powers in conformity with its terms of reference and the Board's schedule of matters reserved to the Board.

Framework for the assurance of quality and standards 3 The QAA Wales Committee will ensure that the framework for the assurance of standards and quality is developed and implemented in a manner that has regard for, and is sensitive to, a range of particular features of the context within which higher education operates in Wales. This will include in particular:    

the Welsh Government's strategic intentions and the sector's response the Welsh Government's plans for transforming education and training provision in Wales developments in the further education sector developments in the European agenda for managing quality and standards in higher education.

Delegated and reserved powers 4 The remit of the QAA Wales Committee is to ensure that all QAA policy and practice as it applies in Wales is developed and implemented in ways that are appropriate to the needs, features and accountabilities of higher education in Wales. 5 The QAA Wales Committee will act under delegated authority from the Board except in those areas which it has been agreed will be reserved to the Board.

43

The following powers are reserved to the Board: 5.1

Constitutional powers.

 

The power to determine the membership categories of the QAA Wales Committee. The power to appoint the members of the QAA Wales Committee and the chair of the QAA Wales Committee from the members of the Board from Wales. The power to determine and amend the terms of reference of the QAA Wales Committee.

 5.2

Financial powers.



All matters relating to financial contracting with the Higher Education Funding Council for Wales (HEFCW), Higher Education Wales (HEW) and any other contracting organisations.

5.3

Matters in which UK-wide consistency is of prime importance.



Any matters which, in the view of the Board would most effectively be addressed on a UK-wide basis.

Terms of Reference 6

In fulfilling its remit, the activities of the QAA Wales Committee will include:

 

overseeing the work of QAA in Wales working with appropriate bodies in Wales to ensure that QAA's work meets theirrequirements advising and consulting on the higher education component of the Credit and Qualifications Framework for Wales maintaining the relevance to Wales of all elements of the Quality Code receiving and monitoring programmes of reviews in Wales monitoring the programme of enhancement activities in Wales, including the work of the QAA with the Higher Education Academy (HEA) monitoring QAA's Welsh Language Scheme and providing the QAA Board with advice on the implementation of QAA's Welsh Language Scheme under the terms of the Welsh Language Act 1993 advising and consulting the Board on matters relating to higher education policy in Wales which could have a significant impact UK-wide and/or on other elements of the work of QAA.

     

Reporting arrangements 7 The minutes of each meeting of the QAA Wales Committee will be provided to the QAA Board at its next meeting. In addition, the Board may call for papers on specific matters from the QAA Wales Committee at any time.

Frequency of meetings and quorum 8 The QAA Wales Committee will normally meet a minimum of three times a year. The quorum for meetings of the QAA Wales Committee will be four members, of whom at least one shall be a Board member.

44

Membership 9 Two members nominated by Higher Education Wales (including any HEW nominated Board members from Wales). 10 Two members nominated by HEFCW (including any HEFCW nominated Board members from Wales). 11

One member (observer) nominated by the Welsh Government.

12

One member nominated by Coleg Cymraeg Cenedlaethol.

13

One member nominated by Estyn.

14 One independent member representing employers in Wales (including any QAA Board members from Wales in the category of independent member). 15

One QAA Board member not from Wales.

16 One member from an appropriate professional body, preferably with a particular Welsh remit. 17

One member from further education nominated by Colleges Wales.

18

Two nominations from NUS Wales.

19

QAA ex-officio members.

20 The Chair of the QAA Wales Committee is appointed by the Board from among the Board members from Wales. 21 All members, including the Chair, are appointed by the Board for three years with the possibility of one renewal of appointment, with the exception of ex-officio members.

Observers and QAA Officers in Attendance 22 HEA, HEW and HEFCW will each be invited to send observers to meetings of the QAA Wales Committee.

Secretariat 23 Three QAA Officers; Director of Reviews, Head of QAA Wales and Lead Administrator (Wales). 24

Membership is available at: www.qaa.ac.uk/about-us/corporate-governance/ourboard.

© The Quality Assurance Agency for Higher Education 2014 Registered charity numbers 1062746 and SC037786 www.qaa.ac.uk 45

Suggest Documents