FEI Governance in Wales – A Social Enterprise Model Report of the Governance Project Group January 2013

Version 1: 7 February 2013 “our learners are at the heart of everything we do” “mae ein dysgwyr yn ganolog I bopeth a wnawn” 1

Contents

1

Executive Summary

3

Introduction

4

1.1 Background to the Report 1.2 Scope of the Report 1.3 The Process Followed 2

Proposed Governance Structure 2.1 Overview of the Governance Team

3

Responsibilities and Accountabilities

4 5 5 7 7 9

3.1 3.1.1 3.1.2 3.1.3 3.1.4

The Board The Role of the Board Board Membership Committees Establishing and Sustaining the Board

9 9 10 11 11

3.2 3.2.1 3.2.2 3.2.3 3.2.4 3.2.5 3.2.6

Community Partnerships The Role of Community Partnerships Community Partnership Membership Creating the Partnerships Sustaining the Partnerships Appointing the Chair Meetings – Schedule and Attendance

12 12 13 13 14 14 15

3.3 Communications Between the Tiers

15

3.4 Ensuring the Effectiveness of the Link Governor

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Appendices 1 Benefits of the Proposed New Governance Structure 2 Clerking Arrangements 3 Humphrey’s Report – Compliance Matrix

18 21 23

2

Executive Summary 

Against the background of the Humphreys review of governance in the Further Education sector and the Welsh Government task and finish group, Coleg Gwent approached Welsh Government and proposed that it carry out a pilot of new arrangements.

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In June 2012, the Coleg Gwent Corporation established a Governance Project Group to develop proposals for a two tier governance structure for submission to Welsh Government in early 2013.

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The Group has proposed a two tier model based around the concept of a ‘governance team’. This team would draw together across the two tiers a representative group of members able to reflect the needs of the different communities served by the institution and carry out the responsibilities required.

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The two tiers would comprise a board and an appropriate number of community partnerships to meet the needs of the particular characteristics of the college.

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The board would undertake the same roles, responsibilities and accountability currently undertaken by FE Governors. These include determining the strategic direction of the college and articulating that in the aims and objectives and educational character, and in ensuring longterm financial sustainability.

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It is recommended that only the current statutory committees of Audit and Search be retained.

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The community partnerships are the interface between the college and the local community. They are a crucial part of the governance team with executive, monitoring and advisory responsibilities that serve to strengthen community bonds and provide a clear insight into the needs of the local community.

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The fundamental responsibility of a community partnership is to scrutinise and advise on the actions and decisions of the board and college managers, in the light of their impact on the community and its needs.

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As a two tier structure, the Governance Team requires strong and effective two way communication between the board and each community partnership. The primary mode of two-way communication between the board and the community partnerships would be the responsibility of a "Link Governor".

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1. Introduction 1.1 Background to the Report In 2011 the Minister for Children, Education and Lifelong Learning established an expert review panel to explore different models of governance for Further Education Institutions (FEIs). The Review considered whether the current arrangements were relevant to the challenges facing the Further Education sector and the wider economy to meet current and future employer, individual and community needs, and whether they supported colleges in being accountable to the communities which they serve. The Review was conducted by an independent task and finish group which was chaired by Rob Humphreys, Director for Wales at the Open University. His report was published in March 20111. In essence the report recommended a model of governance for the sector described as a ‘social enterprise model’. The key features of the proposals in the report were the establishment of smaller, executive boards, responsible for the broad strategic direction of institutions, and larger Membership Bodies that would represent the wider interests of the community served by the institution, scrutinising and advising on the actions of the board and the college. After the publication of the Humphreys Report a wide ranging consultation took place which secured the views of FE and other interested parties. The sector’s response to the consultation, while generally supportive, indicated concerns about the practicality of the proposals in specific areas. Subsequently Welsh Government set up a task and finish group to consider the responses and how the Report’s recommendations might be implemented. The implementation of any changes would require legislation and therefore the anticipated time scale set for any changes was 2015-16. A Government White Paper was expected to be produced by Spring 2012 to move the process forward. Progress on the publication of the White Paper was delayed however as a result of decisions by the Office for National Statistics (ONS) over the classification of colleges’ status. The decision in Wales to change the classification of colleges to one that is independent of direct Welsh Government meant that Welsh Government would not be in a position to impose a new governance structure on FEIs. As a result Coleg Gwent approached Welsh Government and proposed that it carry out a pilot of new arrangements, and this was agreed.

“An independent review of the governance arrangements of further education institutions in Wales”, Rob Humphreys. Welsh Assembly Government. March 2011 1

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1.2 Scope of the Report This report has been prepared against the background of the Humphrey’s Report, described above, and its aim is to set out a proposed new governance model for the FE sector that reflects the spirit of the Humphreys review as well as the changed circumstances since its publication. Coleg Gwent is a large, multi-site regional college. It has always taken the view that a single membership body would be difficult to constitute in such a way as to represent five campuses located in very different communities all with very different economic and social environments and all spread across a large area. Consequently we have prepared recommendations which are appropriate for similar colleges, but we also feel can be made to work for any kind of college setting out to establish a two tier governance structure. The recommendations provide an overview of a governance structure that meets the main recommendations in the Humphreys’ Report, and sets out the responsibilities and accountabilities of both the board and membership bodies. This report has been prepared to be submitted to Welsh Government in early 2013. 1.3 The Process Followed In June 2012, the Coleg Gwent Corporation established a Governance Project Group to develop proposals for a two tier governance structure for submission to Welsh Government, who had been consulted in advance of the College’s intentions. The Project Group was advised to follow the spirit of the Humphreys’ proposals and the additional guidance from the Government’s own task and finish group. The Project Group included the following members: Corporation Chair Corporation Vice Chair Chair – Search & Governance Committee

Principal/Chief Executive Deputy Principal Clerk to the Corporation

The Group met monthly from June 2012 and ensured that all members of the College Corporation had access to meeting notes and were able to contribute their views. A seminar for members of the Corporation was held in November to provide an update on progress and to seek views on key elements of the emerging model. The results of that seminar were put to the Corporation and subsequently modified and agreed. The final draft of the report has benefited from the comments of Colegau Cymru. In addition the Project Group reviewed the lessons that the College has learned as a result of the opening of the Blaenau Gwent Learning Zone. This new tertiary campus required the College to establish a Partnership Board, which has been a particularly successful vehicle for Coleg Gwent and key partners to achieve strong community engagement against the very challenging background of 5

school reorganisation in Blaenau Gwent. Those lessons have been incorporated into the model proposed in this report. The timeline established by the Project Group is shown below:

Figure 1: Governance Project Timeline – with continued engagement of the exisiting corporation in the development of this proposal

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2. Proposed Governance Structure 2.1 Overview of the ‘Governance Team’ The Project Group in framing its recommendations has taken into account the parameters established in dialogue with Welsh Government. These areas were identified at the time as being the key elements of any acceptable structure. Those key elements are:    

any model, while not bound by the Humphreys Report, should reflect its spirit closely; within the ‘membership body’ or its equivalent, no membership categories should be used; any changes required by the new model must comply with the existing Instrument and Articles of institutions while they remain in effect; any general model must be flexible enough to meet the diverse needs of different FEIs.

The Group therefore has proposed a two tier model based around the concept of a ‘governance team’. This team would draw together across the two tiers a representative group of members able to reflect the needs of the different communities served by the institution and carry out the responsibilities required by any responsive governance structure. The key features were identified by the Governance Project Group and are expressed in Figure 2 below. The key features of the Board:      

comprises 10-12 voluntary members, appointed on an individual basis for the skills and experience they bring to the role, and their ability to represent the community meets approximately monthly (with statutory committees only) is responsible for the overall strategic direction, educational character and financial sustainability of the institution and scrutinising and challenging senior managers provides members to act as link governors to facilitate communication with the community partnerships includes learner representation such as a sabbatical officer if one is appointed contains the Principal / Chief Executive and staff representation

The key features of the community partnerships:     

represent the community served by a college campus meet approximately once per term consist of members appointed on an individual basis, for the extent to which they bring genuine community representation appointments made with input from other community partnerships, where possible, and independent help contain two learners 7

 

contain a member of staff involve the appropriate senior managers from the college in an advisory capacity

Figure 2: Proposed Governance Model – A two tier structure consisting of a number of community partnerships and a single board

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3. Responsibilities and Accountabilities

3.1 The Board The proposals for the future of the governing body are subject to the draft FE/HE Bill passing into law in 2014. As stated above, the governing body would be part of the integrated governance system: the ‘Governance Team’. The governing body would be known as the board. Members of the board would have the title of Director. The only executive director would normally be the Principal/Chief Executive. 3.1.1 The Role of the Board This proposed board structure is, we believe, fit for purpose for the whole of the FE Sector in Wales as suggested by the Humphreys recommendations, and its inbuilt flexibility would ensure that it does not lead to a rigid ‘one size fits all’ result across a very diverse sector. In the rapidly changing environment and financial climate in which Welsh FEIs exist, boards must have the capacity to ensure that colleges meet the needs of learners and employers whilst also meeting the broader needs of the wider community. As highlighted in Humphreys the governing body must be ‘fleet of foot’, and the following suggestions are intended to support the development of that characteristic, alongside that of serving the ‘public good’. The board is not directly accountable to the general public in the same way as, for example, local authorities since it is not elected by the general public; nor is it accountable to shareholders in the way that a business often is. For that reason we do not feel it appropriate to open up governance meetings to the general public, with the exception of the AGM. It is, however, accountable to the community for setting the strategic direction of the college to meet the needs for education and training in an area, to ensure the provision of high quality services and for reporting on the delivery of its key objectives in regular reports, including an annual report on the delivery of its Key Performance Indicators. In financial terms it is accountable for the funding received from Welsh Government, and in that respect its long term aim is to generate sufficient surpluses to be reinvested in maintaining and improving the college’s assets for the public good. It must demonstrate probity and transparency in all its dealings with learners, staff, government and external stakeholders. The board would acquire the same roles, responsibilities and accountability currently undertaken by FEI Governors. These include determining the strategic direction of the college and articulating that in aims and objectives and its educational character, and in ensuring long-term financial sustainability. The strategic focus of the board is to ensure that all decisions have the learner and the communities which the college serves at the heart of their decisions, and 9

that the FEI operates for the public good. To do all this it must scrutinise and challenge senior management and ensure transparency and accountability in managing public funds. Finally, we believe that it is critical that boards have the capacity to be both innovative and entrepreneurial in their approach to reducing dependence on public funding and its composition should reflect this objective. The board would meet monthly during term time i.e. 10 meetings per year. In addition, the board would hold an AGM open to the public and the Community partnerships for the whole college. Senior post holders would usually be in attendance at the board to present reports and answer queries. In exceptional circumstances, with the prior approval of the Chair, the Chairs of the community partnerships may attend its monthly meetings in relation to a specific agenda item. 3.1.2 Board Membership FEIs may choose to vary the size and composition of their boards, dependent upon their strategic objectives, size and geographical location. The following recommendations should be considered when the board is constituted. Size The proposal for a smaller, leaner board is to ensure enhanced responsiveness to change and greater flexibility. The broad consensus in the sector is an optimum number in the region of 12, including the Principal, student representation and staff representation. Larger multi-sited colleges may wish to have student and staff representation in addition to the optimum recommendation of 12 directors. There is no recommendation for a minimum board size as this would be determined by the ability of the board to carry out its business and fulfil its roles and responsibilities. Membership The current membership categories for college governing bodies would no longer apply to board membership. Commitment to the college and its learners would be paramount in the composition of the board; it would also be important to recruit a skills base in directors which would enable boards to provide excellent governance and meet their statutory, financial and stakeholder responsibilities. It is proposed that student representation should be in the form of the Sabbatical Officer where colleges have one. As each community partnership would also have student members, this significantly strengthens the learner voice within the governance team. The following skills/attributes should be considered in the composition of the board. This is not an exhaustive list.    

business management and leadership finance/accounting/audit public services local authorities 10

     

local government expertise banking legal higher education cross sector representation the third sector

Boards should also be able to show that adequate steps have been taken to reflect the local community as well as they can in terms of language, gender, age, ethnicity and socio-economic profile. Term of Office Each director would serve terms of three years, with a maximum of 3 terms. The role of Non-Executive director would not be remunerated and this includes both the Chair and Vice Chair. The Chair and Vice Chair would be elected by ballot and would each serve for 2 year terms with a maximum of 3 terms. 3.1.3 Committees It is recommended that only the current statutory committees of Audit and Search be retained. Committee membership would consist of directors who are neither staff nor student members nor are assigned the role of Link Governor. Committees may also include co-opted specialists to provide expertise, further independence and support to board members and to sustain the required quota of members for effective scrutiny and challenge. The recommended committees would meet once per term as in current practice. Smaller FEIs may decide that committee business can be dealt with during the monthly board meetings. Each member of the Committee would have full voting rights. 3.1.4 Establishing and Sustaining the Board The Humphreys Report recommended that an independent panel be set up to appoint the Chair of the board and that board members appointed by such a panel should be ratified by the membership body. However, we feel that an acceptable level of independence is achievable from board members being appointed by recommendation of the search committee which in itself would have independent members in the form of its co-opted, specialist members. Members of the community partnership should be encouraged to put themselves forward for board membership if they have the necessary skills and attributes following a period of experience as a community partnership member, but there would be no cross membership. It is hoped that a smaller, leaner board with its enhanced focus on employers, service users, stakeholders and cross sector partnership working will widen the pool from which board members could be recruited. The experience of community partnership members should provide a rich source of recruitment for

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the board. Their members will be closely linked to the community and will have prior experience of governance and the college. It is important that a board stresses the benefits of the role outlined above when recruiting and succession planning. It is anticipated that most colleges would retain many of their existing corporation membership, albeit reduced in number during the initial transition phase. It is recommended that subsequent recruitment of new members should be on a phased basis of one, two and three year terms to stagger future recruitment to board vacancies.

3.2 Community Partnerships The community partnerships are the interface between the college and the local community. They are a crucial part of the governance team, with executive, monitoring and advisory responsibilities that serve to strengthen community bonds and provide a clear insight into the needs of the local community. 3.2.1 The role of Community Partnerships The fundamental responsibility of a community partnership is to scrutinise and advise on the actions and decisions of the board and college managers, in light of their impact on the community and its needs. Contributions include promoting the responsiveness of the college through providing advice on the local education and training needs of the community and local businesses as they develop over time. Members of the community partnership must be committed to the best interests of the college, and bring their experience, expertise and community knowledge to the forum to support, promote and enhance college activities. The community partnership is also a forum for staff and student representatives to strengthen their voice to address the evolving needs of their peers and colleagues in the college/campus. The community partnership operates within its specific terms of reference and acts as the 'voice of the community'. It is therefore responsible to the board for specific outputs, and accountable to the local community for its effectiveness. As an integral part of the overall governance team the community partnership always acts in the college’s best interests and seeks to promote continuous improvement and higher educational standards. The community partnership accepts the importance of ensuring the financial health of the college, recognising the need to reinvest for the benefit of learners, and balance expenditure across the whole institution. In addition to supporting college leaders, members should participate in celebrating learner achievements, monitoring their own performance, participate in the self-assessment process and contribute to the recruitment and appointments of the community partnership. 12

3.2.2 Community Partnership Membership A community partnership would normally have a minimum of ten and a maximum of fourteen members. The precise size and shape of community partnerships would be influenced by the college or campus they serve, relative to geographical spread and the particular characteristics of the curriculum and the local population. The size and shape of a community partnership would of course also be affected by how many campuses a college has. Each community partnership would be affected by significant changes in the local community and the make-up would need to be flexible over time. Under the influence of the local community they should evolve and grow according to diversity, changes in local demographics, the curriculum focus and the needs of local business and networks. As a community partnership is designed, amongst other things, to accommodate local business needs and reflect the make-up of its own community, each partnership would attract a different membership with its own particular characteristics and would in some respects be unique. Given the centrality of the learner voice in college activities it is desirable that at least two students are assigned to each community partnership. For optimal representation of learners this should include one full time and one part time student. Staff should also be represented at each community partnership. Other partnership members would be specific to the needs of a particular campus. Members must be sufficiently skilled and experienced to enhance associations with the local community. Membership should be subject to living, working or studying within the geographical area served by the particular campus, with enthusiasm and commitment to educational issues affecting the locality. Core members may include:      

individuals with expertise in local government; representatives from local business, particularly businesses connected to lead curriculum areas of the campus; parents and carers; 3rd sector representatives; key partners such as higher education and the social services; any other stakeholder with desirable skills and an interest in the activities of the college.

3.2.3 Creating the Partnerships A community partnership would be formed by the appointment of members by a semi-independent panel following self-nomination in writing. The panel should comprise two board members plus external members drawn from the community and associates of the college. The role of the independent panel is to review

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applications, interview candidates and establish as much as possible a balanced team by recruiting members against a matrix of desirable characteristics. Attracting and ultimately appointing community partnership members is an intensive process that requires careful planning and management. Initial recruitment for all community partnerships needs to be coordinated at the same time. Innovative marketing campaigns may be needed to attract candidates. It may be convenient for the appointments to each community partnership to be done at the same time, or staggered for convenience. Applications are reviewed for short listing to produce a pool of suitable candidates prior to the interview and appointment process. The panel appoints the chosen recruits taking into consideration skills, experience, diversity, community knowledge, interest in education and other commitments. Applicants should only be appointed to one community partnership even if education, home or work commitments mean that they are potentially eligible for more than one. As it may be difficult to recruit a complete set of members in the first instance, it is recommended that eight members be agreed as a workable minimum before a total membership of between ten and fourteen in reached. All new recruits should receive initial training on their roles and responsibilities. When the partnerships are all fully established the independent panel has no further role in further recruitment and appointment to the partnerships. 3.2.4 Sustaining the Partnerships We recommend that partnership members be appointed for an initial three year term of office. Initial terms should be staggered in length to allow for continuity and to limit simultaneous, multiple new appointments. At the end of a term of office a member would be able to reapply for a further term with total service normally limited to a maximum of six years. To sustain and replenish membership each partnership should have its own search committee, consisting of five members. Members are rotated within the partnership annually to refresh the committee and to enable contributions from all interested members. Search committee members would receive specific training for the role. To avoid partnerships becoming self-replicating we recommend that where more than one exists each performs the service for another, acting as independent search committee. The responsibilities can be randomly selected and alternated amongst the community partnerships of the college. During recruitment search committee members would be provided with a framework of gaps in skills and attributes to assist in the selection process. Waiting lists of suitable applicants can be maintained as appropriate for each partnership 3.2.5 Appointing the Chair Each partnership has a designated Chair who is appointed annually. In addition to chairing the termly meetings and planning agendas the Chair consults with 14

the relevant college managers and the community partnership themselves to ensure that the needs of local business are identified and reflected in both the membership and curriculum planning of the campus. At the initial establishment stage candidates would be requested to indicate if they would like to be considered for the role of Chair of the partnership. If multiple candidates nominate themselves for the role the most appropriate candidate will be selected by the selection panel. Subsequent partnership Chairs would be appointed by the community partnership following a nomination and election process. 3.2.6 Meetings - Schedule and Attendance The community partnerships would meet at a suitable location on the appropriate college campus once per term, three times per year. In addition they would attend as part of the college’s Annual General Meeting. In the case of multi-site colleges that rely on more than one community partnership it is envisaged that all termly community partnership meetings are scheduled in close proximity to each other to ensure consistent and timely communications. Each meeting would be attended by members appointed to the partnership with a quorum of 40%. In addition to its members, the community partnership would be served by their campus director, specified members of the senior management team to present papers, and the link governor assigned by the board. A community partnership may secure attendance at its meetings of other non-members with relevant experience and expertise, if they consider that to be desirable. 3.3 Communications between the tiers As a two tier structure, the Governance Team requires strong and effective two way communication between the board and each community partnership. The exchange of papers and minutes and the attendance of senior managers of the college would be important communication channels in the normal course of events, but the primary mode of two-way communication between the board and the community partnerships would be the responsibility of a "Link Governor". Each campus would have its own designated link governor who is a member of the board. The link governor would have a direct association with the respective community partnership and would attend the three, termly meetings for that campus as an observer with speaking rights.

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Figure 3: Communications between Community Partnerships and the Board – a multi-tiered approach with the primary conduit being the appointed link governor The link governor has a crucial role, as the community partnership is the voice of the community which must be transmitted effectively to the board. As the Chair of the board would not normally attend community partnership meetings, the link governor is the only board member who routinely attends. Their role is to provide a summary of the discussions and decisions of the board meetings and equally transfer opinion and comment from the community partnership back to the board, including advice, suggestions and comments on community needs to help inform and shape its decisions. Appropriate college managers would be expected to share this responsibility, ensuring that any matters raised in the community partnership are resolved. They would also act as a ‘backstop’ for any issues raised to the board by link governors in ensuring that they are dealt with, along with the appropriate senior managers and the governance officer. Link governors for the community partnerships would not sit on any committee due to their already significant workload.

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Due to the crucial nature of the role of the link governor, each campus would also have a deputy link governor who is able to attend in the event of sickness or other reason and thus ensure continuity of the role. 3.4 Ensuring the Effectiveness of the Link Governor The role of the link governor as a major conduit between the two tiers cannot be underestimated, and would need to be kept under scrutiny. In the event that the community partnership is concerned or dissatisfied with the way the role is being carried out communications procedures need to be established to provide an opportunity to raise those concerns and deal with them. Concerns can be communicated via the minutes of meetings, through consultation with the campus director or the senior management team member who attends the community partnership meetings. If members of the community partnership remain discontented after the usual modes of communicating their concerns have been exhausted, the matter may be presented directly to the board for consideration. Although community partnership chairs would not routinely attend board meetings, a mechanism would be in place for them to attend on request, for example when the community partnership has concerns about the link governor which need to be addressed formally by the board with the Chair of the community partnership. Equally, in the event that the link governor has concerns about the conduct or content of the community partnership meeting similar mechanisms can be used to ensure appropriate resolution.

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Appendix 1 BENEFITS OF THE PROPOSED NEW GOVERNANCE STRUCTURE The Board: The Humphreys Report recommended an approach which involved, alongside the establishment of a wide membership body, a change to a smaller, more strategic board. That in turn implied fewer committees, (possibly the statutory committees only) and more frequent meetings. These are matters which can be considered later, but the advantages can be stated as follows. 

Together such changes would allow the board to elevate and maintain its focus at a truly strategic level

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They would result in all board members being better involved and informed, more effectively underpinning the principle of ‘collective responsibility’. All board members should have a stronger sense of ownership of their collective decisions

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There should be a greater level of engagement in board business and a strengthening of personal contributions

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A more cohesive and unified approach - a smaller board speaking with a single voice

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Improved efficiency. ‘Single step’ for key documents (non-delegable matters) which would previously have passed through a committee before reaching the board. There is a risk attached to the removal of committee preview of major documents which could be seen as a disadvantage, with the loss of some scrutiny. We would need to safeguard against that.

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Much less committee business for individual board members who are not on the relevant committees to keep abreast of

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More timely decision making allows the board to be more flexible and responsive – an end to unhelpful delays awaiting decisions before action can be taken. ‘Special’ meetings for urgent business become a thing of the past

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More effective 2-way communications would result in improved knowledge and understanding by the board as a whole about the very different local factors and influences that shape individual campus issues

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Greater transparency and accountability through more frequent reporting and more information provided on-line via Moodle and the website. This would provide a ‘One Stop Shop’ for learners, staff, community partnership members, and the public who have an interest in board business and major developments at the college. 18

The Community Partnerships: The following are seen as the main advantages to be gained from the development of community partnerships attached to campuses. 

Typically, membership would comprise individuals firmly rooted in their local community (and who may have other community roles) with a genuine interest in the development and future of their local campus.

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Through their diverse membership, community partnerships would gain a good understanding of the education and training needs of the local community, and how the college might respond to those needs

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A variety of novel recruitment methods should facilitate an appropriate membership drawn from a wider range of local stakeholders, more relevant to the particular characteristics and representing the diversity of the local community than would be possible when recruiting to the board. Less emphasis on professional and technical skills that would normally be sought by a board and more emphasis on their enthusiasm, drive and commitment.

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Through its community partnership membership, the college would be better informed, not only to understand and serve, but also to respond to the needs of its communities as these develop and change. This is particularly the case for large regional colleges with many sites.

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In multi-site colleges greater ‘buy in’ from campus staff and learners, who would have an intrinsic knowledge of their campus and relevant, local issues and would be well-represented on community partnerships.

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Community partnerships would be the voice of the community in the college, providing focused and relevant feedback to the board about issues and opportunities affecting the community and the campus, the better to inform board policy.

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Community partnerships would each scrutinise the decisions of the board and act as a sounding board to ensure the overall direction and strategy of the college are supporting and promoting the needs of their learners, their local economy and their community.

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Community partnerships are independent of the board and are accountable to their community, which would support their ability to scrutinise and fully challenge the board’s performance and the college’s achievements.

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Community partnerships should help develop and promote seamless educational progression through FE to HE within their community.

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By taking responsibility for their own community partnership the campus managers should be more intimately involved and concerned about its

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success, and therefore more likely to ensure its impact on campus activities. Overall, these changes, together with other recommendations from the Humphreys report, should make a significant contribution to the following. 

Accountability to and engagement with the local community and its members, including learners, other customers, staff, employers and other strategic partners (Humphreys – Paragraph 42)

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More robust, flexible and responsive governance (Humphreys – Paragraphs 10 & 40)

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Developing fully the complementary roles and component parts of governance team with a single structure (Humphreys – Paragraph 43)

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Paragraph 12 of the Humphreys Report on the broad purposes of FE could be used as a checklist in assessing the broader effectiveness of a college and a responsive governance structure: 

Providing high quality learning via diverse modes of delivery to enable learners, ranging from the age of 14 to adult, to achieve their full potential

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Supporting economic prosperity by working in partnership with businesses, employers and other users and customers to meet training and skills needs

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Raising the aspirations of communities and of learners, overcoming barriers to remaining in or returning to learning

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Encouraging the development of active citizens, not only as skilled workers, but by instilling a wider sense of social responsibility

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Being major and proactive agents in the collaborative planning and development of the seamless progression routes for learners from the age of 14 onwards

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Widening participation through social inclusion and respecting diversity

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Supporting regeneration within their communities and region

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Working with partners, users, customers and the Welsh Assembly Government to achieve positive economic, environmental, social and cultural outcomes for wider society

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Putting the best interests of the learner at the heart of all decision making

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Appendix 2. CLERKING ARRANGEMENTS

Proposal for Clerking in the New Governance Structure The Governance Project team recognise the key role that the Governance Officer has in ensuring the effective and independent governance within the proposed new Governance Structure. After detailed discussion and debate we believe that the Governance Officer has a subtly different accountability and responsibility at board level than at the Community partnership level. Board and Statutory Committees Based around a model Clerk’s job description, the Governance Officer has a number of key responsibilities in supporting the board and its statutory committees2 to ensure that they are effective. These responsibilities being: a) The provision of Governance Advice b) The coordination and establishment of board meetings, statutory committees and the annual AGM c) Establishment of Agendas for meetings, and the writing of Governance related reports and minutes of meetings d) To monitor and help maintain the board membership e) Maintaining a register of members interests f) Undertaking correspondence on behalf of the corporation when requested to do so g) Responsible for the proper use and application of the Seal h) Monitoring the provisions of the Public Interest Disclosure Procedure It is however recognised that not all FEIs are the same, and it is anticipated that a detailed Governance Officer Job Description would need to be developed on a case-by-case basis. Community Partnerships Unlike the board, Community Partnerships have no executive authority, and commensurate with this the requirements for Governance are less onerous.

2

Search & Governance and Audit are the only statutory committees envisaged in the new 2 Tier Governance arrangements

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One of the key purposes of the Community Partnerships is to foster relationships between each Community Partnership and the community it serves as well as between the Community Partnership and the campus that serves it. To help foster relationships between the local campus management and the Community Partnership, it is recommended that local campus management are made responsible for coordinating and ensuring that the Community Partnership meetings are held on a termly basis. This responsibility would include but not be limited to: a) The provision of Governance Advice b) The coordination and establishment of Community Partnership meetings on a termly basis c) Establishment of Agendas for meetings, and the writing of minutes of meetings d) To monitor and help maintain the community partnership membership It is envisaged that members of Community Partnerships would require some governance training which has yet to be defined. It can however be envisaged that, from time to time, specific questions relating to governance may be raised. It is recommended that the local campus management be given specific governance training so that under normal circumstances they can offer advice to the Community Partnership. If however they feel they do not have enough experience then they can request clarification from the Governance Officer outside of the meeting. Any issues of governance, or advice relating to governance should be captured in the minutes of each Community Partnership meeting, and reviewed by the Governance Officer. Benefits of this approach    

Establishes an independent Governance Officer in support of the board as recommended by the Humphreys report Helps to strengthen the relationship between the Community Partnerships and the local campus management Applies the correct level of Governance at the appropriate Tier Ensures that additional governance costs of Community Partnerships are affordable

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Appendix 3. HUMPHREY’S REPORT – COMPLIANCE MATRIX

No.

Humphreys Recommendation

R01 Revise the regulatory framework within which a further education corporation operates, The Further Education Corporations (Replacement of Instrument and Articles of Government) (Wales) Order 2006, to enable a new system of governance involving a board and membership body. R02 Give consideration to enabling boards to introduce remuneration for the chair and other Non-Executive Directors if they so wish, subject to discussions between the Charity Commission and appropriate bodies. If implemented by the Welsh Assembly Government, boards wishing to do so should be able to demonstrate clear, robust and evidence-based cases for remuneration.

Action

Compliance within this report

Additional Comments

Welsh Govt

NOT APPLICABLE This action is on Welsh Government, and as such is outside of the scope of this report.

This report to the Welsh Government has not been constrained by the current Instruments and Articles of Government, and assumes that the regulatory framework will be revised.

Welsh Govt

NOT APPLICABLE This action is on Welsh Government, and as such is outside of the scope of this report.

While this action rests with the Welsh Government, the Governance Project team did debate whether Non-Executive Directors (NEDs) should be remunerated. Our recommendation is that NEDs should not be remunerated. While we recognise the potential benefits of such an approach, the Governance Project team feel that within an FEI having remunerated NEDs would change the relationship between the Board and the Senior Management Team of the FEI.

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R03 Remove categories of membership from the Instrument and Articles, allowing for Directors of the board to be chosen on the basis of the skills, qualities and experience that are useful to the FEI.

Welsh Govt

NOT APPLICABLE This action is on Welsh Government, and as such is outside of the scope of this report.

R06 Comprise Non-Executive and Executive Directors at a ratio of not fewer than 2:1 with a Non-Executive Chair who would have a casting vote.

New Board

COMPLIANT

R07 Have no fewer than six and no more than 12 Directors, with an optimum of nine, to be appointed by the board, following a Search Committee, operating under Nolan Principles.

New Board

COMPLIANT

The Governance Project Team whole-heartedly endorse this recommendation, and agree that the appointments to either the Board or Community Partnership are on the basis of skills, qualities, experience, and their ability to represent the community they serve. The only exceptions that we have identified are for staff and Student representation which we see as vital in any new governance arrangement. The Governance Project team have considered the roles and responsibilities of the new Board, and recommend that the new Board comprise predominantly of non-Executive members with a non-Executive Chair. It is expected that the Principal of the FEI would sit on the Board as an Executive Director, along with Student and staff representation.

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R08 Appoint Directors on the basis of a New Board matrix encompassing skills and knowledge in fields including education, business and enterprise, finance, leadership, management, law and human resources. R09 Be able to evidence that in the search New Board and appointment process appropriate and meaningful steps have been taken to identify Non-Executive Directors that reflect the diversity of the different communities they serve including language, gender, age, ethnicity and socio-economic profile (to be informed by the equality strands set out in the Equality Act 2010). R13 Establish effective arrangements to New Board ensure that the views and considerations of stakeholders, including learners and staff, are fed into the board. Such arrangements may involve individuals from the membership body, but should also include wider sets of consultees.

COMPLIANT

COMPLIANT

COMPLIANT

The recommendation of the Governance Project team is to establish a Community Partnership for each Campus such that the views of considerations of community stakeholders, including Learners and Staff are taken into consideration. The Governance Project team recommends the establishment of a Link Governor for each Community partnership with the express remit of providing a clear two-way flow of information between Community Partnerships and the Board.

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R04 Place a duty on boards to consider Welsh Govt national and regional roles and strategies of the FE sector and the needs of those served by the sector at regional and national levels. This duty to consider should include a requirement to consider the roles and potential roles of other educational providers alongside their own in meeting those needs. R05 Establish clear annual and longer-term Welsh Govt performance indicators for boards to report on and publish, including: • learner outcomes • financial health • community and employer engagement • collaboration with other deliverers of 14+ learning • measures to alleviate social disadvantage • measures to progress the skills and employment agenda. R10 Include the Principal/Chief Executive New Board as an Executive Director.

NOT APPLICABLE This action is on Welsh Government, and as such is outside of the scope of this report.

R11 Meet not less than six times a year in addition to an Annual General Meeting that would be attended by all Directors with the membership body invited, and open to the public.

COMPLIANT

New Board

NOT APPLICABLE This action is on Welsh Government, and as such is outside of the scope of this report.

COMPLIANT

The Governance Project team recommend that the Principle of an FEI is an Executive Director of the Board. The Governance Project team recommend that Committee work be limited to Audit and Search & Governance in the proposed revised Governance Structure, and that a Monthly Board meeting be 26

held. We also recommend that there is an Annual General Meeting which is open to the public. R12 Inherit the existing responsibilities and committee structure for FE corporations as set out under the Replacement of Instrument and Articles of Government (Wales) Order 2006. R14 Be required to publish an annual statement reporting its progress in achieving performance indicators set by the Welsh Assembly Government. R15 Directors must participate in a national training programme developed by the Welsh Assembly Government in conjunction with the FE sector, to ensure the effectiveness of the board and governance more widely.

New Board

COMPLIANT

New Board

COMPLIANT

New Board

COMPLIANT

R16 Undertake an annual self-assessment that is fully informed by feedback from the membership body.

New Board

COMPLIANT

The Governance Project team recommend that Committee work be limited to Audit and Search & Governance in the proposed revised Governance Structure.

The Governance Project team recognise that appropriate training will be required to ensure the effect operation of the Board. Although outside the scope of this report, the Governance Project team propose to develop a Pilot implementation of the new Governance arrangements, which will help to identify training needs.

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R17 Ensure that a Governance Officer is in place who is accountable to the board and responsible for ensuring the effective operation of the board and the membership body. This post would have a similar role and responsibilities to that of the present Clerk to the Governors.

New Board

PARTIALLY COMPLIANT

R18 In conjunction with stakeholders develop guidance to assist FEIs in establishing membership bodies.

Welsh Govt

NOT APPLICABLE This action is on Welsh Government, and as such is outside of the scope of this report.

The Governance Project Team recognises the pivotal and influential role that the Governance Officer plays in the new governance arrangements. Community Partnerships by their nature are less formal and more local to particular campus's and we recommend that the tasks normally undertaken by the Governance Officer would be better managed locally in the case of Community Partnerships. Clearly the Governance Officer will continue to be responsible for governance within the Community Partnerships but by making local staff accountable this will strengthen the relationship between each Community Partnership and the Campus. The Project Governance team believe that establishing truly representative Community Partnerships will be a challenge, and while guidance can be provided, it is felt that the practicalities of such an approach need to be tested in anger. Although outside the scope of this report, the Governance Project team propose to develop a pilot implementation of Community 28

Partnerships within Coleg Gwent to identify issues and practicalities before any guidance is rolled-out.

R19 Be established for every FEI in Wales.

Membership Body

COMPLIANT

R20 Reflect the diversity of the different communities they serve, including language use, informed by the equality strands as set out in the Equality Act 2010. R26 Consist of not fewer than 25 and not more than 50 members.

Membership Body

COMPLIANT

Membership Body

PARTIALLY COMPLIANT

R24 Meet no fewer than three times a year and participate in an Annual General Meeting (which will be open to members of the public).

Membership Body

COMPLIANT

The recommendation in this report is to establish a Community Partnership for each campus that serves a different community. Typically this would be done on a geographical basis.

The Governance Project team recommendation is to establish a Community Partnership for each campus, and that it should comprise of between 10 and 14 individuals. The Governance Project team recommend that Community Partnerships meet termly.

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R21 Be engaged with and endorse the strategic direction of the FEI.

Membership Body

PARTIALLY COMPLIANT

R22 Act as a sounding board on the impact of the FEI in meeting the needs of the communities it serves.

Membership Body

COMPLIANT

R23 Scrutinise and challenge the board on the performance and achievements of the FEI to ensure the needs of the learner and the interests of the community and stakeholders are at the heart of decision making. R25 Be governed by a framework developed by the Welsh Assembly Government and which is informed by the Nolan Principles.

Membership Body

COMPLIANT

Membership Body

COMPLIANT

The Governance Project team have reviewed the role of Community Partnerships in detail and have identified executive and monitorial responsibilities. While scrutiny plays a part in the role of the Community Partnership, the primary role of the Community partnership is to provide advice and information on the learning needs of the community in which it serves. The Governance Project team see the Link Governor as the primary communication mechanism between Community Partnerships and the Board. The Governance Project team see the Link Governor as the primary communication mechanism between Community Partnerships and the Board. The Governance Project team see the Nolan principles as the key guidance around which any revised Governance proposal is developed.

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R27 Elect a chair to facilitate meetings (supported by the Governance Officer), who will attend meetings of the board as an observer with speaking rights.

Membership Body

PARTIALLY COMPLIANT

R28 Be responsible for ratifying the appointment of the Non-Executive Directors and approving their reappointment, including the chair of the board, when their terms of office come to an end.

Membership Body

NON-COMPLIANT

The Governance Project Team recommend that the Chair of the community Partnership should not attend the Board meeting on a regular basis as this would potentially be too onerous in terms of the numbers of meetings and may deter some candidates from applying. The recommendation is that the Chair of the Community Partnership can request to attend Board meetings and it is the decision of the Chair of the Board if this is permitted. Equally the Chair of the Board can request the Chair of a Community partnership to attend a Board meeting. The Governance Project team believe that it would be unworkable to have the Community Partnerships ratify or approve the appointment of Board members. This is particularly the case where an FEI has more than one Community Partnership. This report recommends strengthening the communications between Community Partnerships and the Board, and identifies various mechanisms to allow the Community Partnerships to raise issues relating to the operation of the Board or indeed Board 31

membership. Our recommendation is that the appointment of Board members is carried out by the Search and Governance Committee, and that this is ratified where appropriate by the Board.

R29 Include individuals with knowledge or expertise in: • business, industry and enterprise • the public sector as employer • skills and labour market issues • regeneration and economic development • the third sector • the delivery of education at a local or regional level (that can range from primary to higher education). R30 Include learners.

Members

COMPLIANT

As well as the knowledge and expertise identified, the Governance Project team have identified a number of intangible characteristics in terms of level of engagement within the community, and a member’s passion and enthusiasm.

Members

COMPLIANT

The Governance Project team recommend that learners are represented on each Community Partnership.

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R31 Include staff of the FEI.

Members

COMPLIANT

R32 Participate in a national training programme developed by the Welsh Assembly Government.

Members

COMPLIANT

The Governance Project team recommend that Staff of the FEI are represented on each Community Partnership. It has been common practice amongst some FEIs to have both teaching staff and business support staff represented. The recommendation is that a single staff member (from either teaching or business support) is represented on each Community Partnership, and that they should be nominated and elected by the staff of the FEI. The Governance Project team recognise that appropriate training will be required to ensure the effect operation of Community Partnerships. Although outside the scope of this report, the Governance Project team propose to develop a Pilot implementation of the new Governance arrangements, which will help to identify training needs.

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R33 Be identified on the basis of written application following a recruitment process that is managed by an independent panel.

Members

COMPLIANT

R34 Have their appointment approved by the board for three years and for a maximum of three terms.

Members

COMPLIANT

R35 Not be mandated to represent or speak on behalf of other groups or individuals.

Members

COMPLIANT

The recommendation is that in the first instance an independent panel would be appointed to establish a Community Partnership, after which Community Partnerships provide support to each other to ensure they are self-sustaining. While a written application may be appropriate, the Governance Project team believe that more emphasis at the interview stage is more likely to identify potential members who are best engaged with the communities, and thus best able to express the needs of that community to the Board. The recommendation is that Community Partnership members be appointed for a period of 3 years, and for a maximum of 2 terms (6 years). In establishing the Community Partnerships it might be prudent to appoint one third of each Community partnership for 3, 2, and 1 year respectively to ensure that there is a level of continuity. Members should be appointed on the basis of their ability to represent the needs of the community in which they serve.

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R36 Ensure that for each region, a single collaborative group is in place to provide oversight, leadership and encouragement in supporting partnership arrangements with other providers. It is important that development on the ground can move forward rapidly and coherently and therefore representation should be at the right level, e.g. Principal and Director of the board. R37 Establish Business/Employer/Industry Observatories – on a regional basis in partnership with other FEIs as appropriate – building on FEIs’ existing employer networks and other bodies that represent the interests of businesses. R38 Develop principles and a code of governance, working in conjunction with the Welsh Assembly Government for approval by the Minister for Children, Education and Lifelong Learning, incorporating the Seven Principles of Public Life. R39 Support FEIs to develop innovative and mutually beneficial partnerships with other bodies, including clusters of FEIs and other public bodies for the provision of shared services, that do not disadvantage the FEIs in either a financial or legal capacity. Consideration should be

FEIs

NOT APPLICABLE This action is on individual FEIs and as such is outside of the scope of this report.

FEIs

NOT APPLICABLE This action is on individual FEIs and as such is outside of the scope of this report.

ColegauCymru NOT APPLICABLE This action is on ColegauCymru and as such is outside of the scope of this report. Welsh Govt.

Community Partnerships can include Business/Employers/Industry to represent the industrial training needs of communities Although outside the scope of this report, the Governance Project team propose to develop a Pilot implementation of the new Governance arrangements, which will help inform the principles and a code of governance.

NOT APPLICABLE This action is on Welsh Government, and as such is outside of the scope of this report.

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given to the utilisation of models and governance arrangements for such partnerships and collaborations that are drawn from the co-operative and mutual sectors.

R40 In conjunction with the FE sector, develop an all-Wales training programme for all those involved in governance of FEIs, whether members of boards or membership bodies.

Welsh Govt

NOT APPLICABLE This action is on Welsh Government, and as such is outside of the scope of this report.

R41 Ensure that formal inspections of FEIs include an evaluation of governance arrangements and effectiveness, taking into account the distinct roles of – and relationship between – the board and membership body, the regional dimension of FE and an assessment of the responsiveness to the needs of the communities and sectors served by the institution.

Estyn

NOT APPLICABLE This action is on Estyn and as such is outside of the scope of this report.

Although outside the scope of this report, the Governance Project team propose to develop a Pilot implementation of the new Governance arrangements, which will help inform the training needs of the Community Partnerships.

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