Standing Orders for Havering College of Further & Higher Education Corporation and its Committees 2015-16 1.

Scope of this document The legal framework within which the Corporation is required to operate is set out in the Instrument and Articles of Government, copies of which are provided to all members on their appointment, and the Financial Memorandum with the SFA. These Standing Orders set out the Board’s policy and practice on those issues which it has power to determine. Should there be any doubt in interpretation of the Standing Orders, the Instruments and Articles of Government will take precedence as the legal document.

2.

Incorporation Havering College of Further and Higher Education (HCFHE) was established as an independent Further & Higher Education Corporation with charitable status under the Further and Higher Education Act 1992. The Act provided for the creation of statutory Corporations with exempt status, not to be taxed as charities and not needing to register with the Charities Commission, to take over the running of the Institutions within the Further Education sector from 1 April 1993. From that date the new Corporation established to run the Further & Higher Education College became the legal owner, employer and body responsible for the institution, with the transfer of all staff, property, rights and liabilities [except loans and premature retirement compensation] from the Local Education Authority previously responsible for the Institution.

3.

Corporation’s Legal Powers and Responsibilities The Education Act 2011 provided colleges with the freedom to change their constitutional structures and governance procedures. Colleges now have the right to modify and replace their constitutional instruments and articles without seeking permission. The Corporation’s powers to provide further and higher education goods, services and facilities are set out in the revised Instrument and Articles of Government 2012-13. The Corporation should not exceed these powers, nor should it delegate those responsibilities that are “reserved” as non-delegable:  

Determination and periodic review of the educational character and mission of the college and oversight of the college’s activities Approval of the College’s Quality Strategy;

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4.

Effective and efficient use of resources, the solvency of the College and the Corporation and safeguarding their assets; Approval of the annual estimates of income and expenditure; Publishing arrangements for obtaining the views of staff and students on (i) the determination and periodic review of the educational character and mission of the College and the oversight of its activities and (ii) the effective and efficient use of resources, the solvency of the College and the Corporation and the safeguarding of their assets Appointment, grading, appraisal, suspension, dismissal and determination of pay and conditions of service of the Principal, and senior post holders; including, where the Clerk is, or is to be appointed as, a member of staff, the Clerk’s appointment, grading, suspension, dismissal and determination of pay in the capacity of a member of staff; Appointment and dismissal of the Clerk to the Corporation. Setting a framework for the pay and conditions of service for all other staff.

Membership of the Corporation The regulations for composition of FE corporations are set out in Clause 2, 3 and 4 of the Instrument of Government. The Corporation shall comprise up to 20 members, in the following categories: up to 15 members; 2 staff members [1 teaching, 1 support staff]; 2 student members; the Principal [ex officio].

5.

Appointments Members will be appointed in accordance with the provisions of the Instruments and Articles of Government. Staff members will be elected by teaching, or support staff as appropriate, and the student members will be two nominated members of the Student Union Executive Committee. The Corporation delegates to the Search and Governance Committee responsibility for determining appropriate selection procedures, and for advising the Corporation on membership issues and appropriate candidates for consideration by the Corporation. Details of the delegated powers of the Search and Governance Committee are set out in its terms of reference. Corporation is the appointing body and must approve all appointments. The Clerk issues letters of appointment, and conducts correspondence and eligibility checks on behalf of the Corporation.

6.

Eligibility and Interests Clause 8 of the Instrument of Government sets out the conditions for ineligibility. The main conditions are bankruptcy or conviction, and there

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are restrictions on persons under 18, and on students and staff other than elected members. Members may not hold any financial interest in the College and must disclose the nature of interest in any contractual arrangement, not voting on related issues. The Clerk will ask new members to sign a declaration of eligibility and declare interests, and these will be updated annually for all members. Members will be asked at the beginning of a meeting to declare any interests, which will be noted in the minutes by the Clerk. Staff and students may only be appointed as staff and student members respectively. 7.

Terms of Office

7.1

With the exception of the Principal and the Student Members, Members of the Corporation will normally hold office for a period of 4 years, subject to the provisions of Clause 9 of the Instrument of Government. The Principal is an ex officio appointment. Student Members will hold office for the duration of their course, usually two years or less. Student and Staff Members are no longer eligible to serve as members if they cease to be a student or member of staff of the college.

7.2

Subject to their continuing eligibility under Section 8 of the Instrument (eligibility), Members reaching the end of their term of office will be eligible for re-appointment for second and further terms. This will be reviewed by the Search and Governance Committee who will make a recommendation to the Corporation.

7.3

Members may resign at any time by giving notice in writing to the Clerk.

7.4

Under Clause 10 of the Instrument, the Corporation may give notice in writing to any member who is absent from meetings of the Corporation for longer than six months without the permission of the Chair, or is unable or unfit to discharge their duties as a member. Members may be absent for valid reasons, on long-term sickness for example, where there is a dialogue and an intention to return to the Corporation.

8.

Chair and Vice Chair

8.1

The Corporation is required to appoint a Chair. The Chair and ViceChair will each be elected annually and are eligible for re-election at the end of that period if they are still eligible as members. Where possible, appointment of the Chair will be decided at the July Corporation meeting and commence from the beginning of the academic year. At the meeting before the expiry of the term of office, or the resignation, of the Chair or Vice-Chair, the Corporation must appoint a successor. The Principal, Staff or Student Members are not eligible for appointment.

8.2

If both the Chair and Vice-Chair are absent from any meeting of the Corporation, Members present shall choose one of their number to act as Chair for that meeting. The Member chosen shall not be the Principal or a Staff or Student Member.

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8.3

The Chair and Vice-Chair may at any time resign office by giving notice in writing to the Clerk.

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Clerk to the Corporation The Corporation may not delegate appointment of a person to serve as Clerk to the Corporation. The Clerk shall be directly responsible to the Corporation, hold the College seal, Register of Interests and Corporation records, and be able to seek independent professional advice on behalf of the Corporation as required. The Clerk is entitled to attend all meetings of the Corporation and its committees, but shall withdraw from any part of a meeting where his/her remuneration, conditions of service, dismissal or retirement is being discussed. The Clerk may not be a member of the Corporation.

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Decision Making

10.1 Meetings are the primary means by which the Corporation can take decisions other than any it has previously delegated to its sub committees, the Chair or Principal or by written resolutions as permitted under the Instrument and Articles of Government. 10.2 Postal votes or voting by proxy are not permissible. 10.3 A resolution in writing agreed by a simple majority of the members who would have been entitled to vote upon it had it been proposed at a meeting shall be effective provided that: (a) a quorum of members, as defined under clause 13 of the Instrument of Government vote whether in support of or against the motion. (b) a copy of the proposed resolution has been sent to every eligible member (in hard copy or electronically) at least seven clear days in advance of the date at which the resolution shall be resolved. (c) the proposed resolution has been accompanied by a statement informing the member how to signify agreement to the resolution and the date by which the resolution must be passed if it is not to lapse. 11

Meetings The Corporation is required to meet at least once in each term and may hold additional meetings as it decides are necessary. The Clerk shall provide a schedule of meetings of the Corporation and its committees for each year ended 31 July taking into account the Corporation’s statutory responsibilities and the timing of major items of business, such as approval of annual budgets and year-end accounts.

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Special Meetings A special meeting of the Corporation may be called at any time by the Chair or (in their absence) by the Vice-Chair, or at the request in writing of any five members. For a special meeting, the written notice and agenda may be issued less than seven days in advance of the meeting, as determined by the Chair.

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Agendas

13.1

The Clerk, in consultation with the Principal and Chair, will draw up the agenda for meetings of the Corporation. Any member wishing to submit an item for the agenda should contact the Clerk no later than 10 working days before the meeting at which the item will be considered.

13.2

At the start of any meeting, the Corporation may revise the order in which agenda items are to be considered, if such revision will assist the efficient conduct of business. This includes the need in exceptional circumstances to add an item of urgent business that is not specified on the agenda, which should be notified to the Chair in advance of the meeting and agreed by all members present.

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Notices

14.1

Any notice to be given to or by any member of the Corporation or other person pursuant to the Instrument & Articles of Government shall be in writing or shall be given using electronic communications to an address for the time being notified for that purpose to the person giving the notice. In this Instrument, "address" in relation to electronic communications, includes a number or address used for the purposes of such communications.

14.2

A notice may be given by the Corporation either personally or by sending it by post in a prepaid envelope addressed to the member at his registered address or by leaving it at that address or by giving it using electronic communications to an address for the time being notified to the Corporation by the member. A member whose registered address is not within the United Kingdom and who gives to the Corporation an address within the United Kingdom at which notices may be given to him, or an address to which notices may be sent using electronic communications shall be entitled to have notices given to him at that address, but otherwise no such member shall be entitled to receive any notice from the Corporation.

14.3

A member present, either in person at any meeting of the Corporation shall be deemed to have received notice of the meeting and, where necessary, of the purposes for which it was called.

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14.4

Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. Proof that a notice contained in an electronic communication was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given. A notice shall be deemed to be given at the expiration of 48 hours after the envelope containing it was posted or, in the case of a notice contained in an electronic communication, at the expiration of 48 hours after the time it was sent.

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Distribution of Papers Written notice of the meeting and agenda shall normally be sent to Members seven days in advance of the meeting. A written paper should normally support all items for consideration by the Corporation as appropriate. As far as possible, supporting papers will be sent with the agenda. Wherever possible papers will be sent out electronically once prepared to allow additional time for reading. The Corporation recognises that occasionally circumstances may prevent the distribution of certain papers at the same time as the agenda. However, the late distribution of papers impairs the proper conduct of the Corporations business and should be avoided wherever possible. Papers may be tabled with the agreement of members present. Agendas, minutes and supporting papers for Corporation meetings shall be available for public inspection upon request to the Clerk. Agreed minutes of Corporation meetings will also be available on the College website.

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Quorum A meeting of the Corporation shall be quorate when 40% of membership is present, rounded to the nearest whole number. The Corporation has determined the membership as 20 members, with a quorum of 8. If during the course of a meeting, the number of Members present ceases to constitute a quorum, the Clerk will advise the Chair and the meeting must be terminated. Committee meetings which are not quorate may continue at the discretion of the Committee Chair, in which case the minutes constitute an informal note. Where a meeting cannot take place, or cannot continue, the Chair shall, if they think fit, ask for a special meeting to be called as soon as convenient. The membership and quorums for Committees and Groups are determined by the Corporation and detailed in the terms of reference.

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Attendance at Corporation Meetings The Corporation has set a performance indicator for individual attendance of members as 80% giving an overall attendance rate of 70%

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for the Corporation. The Clerk will keep a record of attendance by members at Corporation. The Corporation may remove from office any member by giving notice in writing to any such member who is absent from meetings of the Corporation for longer than six months without the permission of the Chair, or is unable or unfit to discharge their duties as a member (in accordance with Clause 10 of the Instrument of Government). Members may be absent for valid reasons, on long-term sickness for example, where they maintain an ongoing dialogue with the Corporation and an intention to return to the Corporation. 17

Proceedings at meetings The length of Corporation meetings will not be restricted in the interests of debate, but every effort will be made to manage meetings efficiently through presentation of papers and agendas and chairing, and those present are requested to support these efforts. Where members present feel the need to do so they may vote to continue or to defer items to a subsequent meeting. Members of the Corporation may not be bound in their speaking and voting by mandates given to them by other bodies or persons. No resolution of the Corporation may be rescinded or varied at a subsequent meeting unless consideration of the rescinding or variation is a specific item of business on the agenda for that meeting. Where members hold a personal interest or incur a conflict of interests or a conflict of loyalty with respect to any matter under discussion, they should disclose that interest immediately to the Corporation and should not take part in discussion of, or decisions relating to that item. There may be no proxy or postal votes. Decisions at meetings shall be determined by a majority of the members present. Where however, there are dissenting views, or where a Member so requests, the Chair shall call for a vote via a show of hands. In the case of an equal balance of votes the Chair shall exercise a [second] casting vote. Details of the vote and the views of dissenting Members may be recorded in the minutes. Student members under the age of 18 may not vote on proposals relating to expenditure of money or on any issue which incurs a legal liability by the Corporation.

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Withdrawal from meetings Staff Members, including the Principal, and the Clerk where their remuneration, conditions of service, dismissal or retirement (as the case may be) are being discussed, may be excluded if Corporation members

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present so decide, in which case the confidential minutes will be given restricted circulation to those members eligible to be present at that part of the meeting. Further details of the circumstances in which Staff Members, Student Members, the Principal and the Clerk may be required to withdraw from the meeting are outlined in Clause 14 of the Instruments of Government. 19

Minutes of Meetings The Corporation must maintain an agreed record of its meetings and decisions. Draft minutes of meetings will be prepared by the Clerk and circulated to the Chair. The Clerk may also consult other senior members of the College staff who were present at the meeting to ensure the accuracy of the minutes. The Clerk shall retain agendas, minutes and supporting papers and signed copies of the minutes.

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Confidentiality All papers and information determined by the Corporation to be confidential shall be clearly marked and include separate and confidential minutes of meetings or parts of meetings, and any supporting papers distributed in advance of meetings containing information deemed confidential by the Principal, Chair or Clerk to the Corporation. The College has a Record Retention and Disposal Procedure which provides a clear definition of confidential waste. The following would be considered confidential:       

Reports from the Remuneration Committee Confidential personnel issues reported at Corporation including information related to the Health and Safety of specific individuals Any item relating to an individual member of staff or student or Governor Financial information about the disposal or acquisition of major assets, land etc. Commercially sensitive information relating to contracts or which may assist competitors. Negotiations with trade unions Legal advice on sensitive or confidential items

The Corporation has a Confidentiality statement which is published on the College’s website This states that the Corporation may, on occasions, exclude some or all of the minutes of a meeting - this may include minutes relating to a

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named person employed or proposed to be employed at the institution; a named student at, or prospective student for admission to the institution, the Clerk; or any matter which the Corporation considers to be commercially sensitive and is satisfied should be dealt with on a confidential basis. This is to ensure compliance with legislation such as the Data Protection Act 1998 and with due regard for the Freedom of Information Act 2000. The Corporation will annually review confidential items and determine where confidentiality is no longer appropriate. 21

Access to Meetings The Corporation, or the Chair on its behalf, may at its discretion invite persons who are not members of the Corporation or the Clerk to attend Corporation or Committee meetings or parts of meetings. Any such invitations shall be issued through the Clerk who shall stipulate the portion of the meeting that the person may attend. Such persons may only speak if invited to do so by the Chair of the Corporation or the Committee. The presence of such persons, and the point in the meeting at which they left, shall be recorded in the minutes.

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Committees of the Corporation In accordance with the requirements of the Articles of Government and with the needs of its business, the Corporation has established the following advisory committees:    

Audit Committee Search and Governance Committee Student / Governor Committee Remuneration Committee

In addition, a Special Committee may be established as required under Clause 10 (1) of the Articles of Government to undertake duties related to the dismissal of senior postholders and the Clerk. A panel of members may also be convened to hear staff appeals against dismissal. The Corporation, as required, may set up ad hoc working groups. Each committee has its own terms of reference which are included in one document, Combined Terms of Reference which is reviewed regularly and includes details of quoracy, membership and attendance of non-members as advisers at committee meetings. Members of the Corporation who are not members of a committee may attend any Committee meeting at the discretion of the Chair of the Committee. Members of the public may not attend committee meetings.

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Staff may be requested to present reports at Corporation and Committee meetings. Any request by staff to observe a meeting must be approved by the Chair and the Principal. Agendas and papers should normally be distributed to committee members seven days before a meeting. All Corporation members are entitled to attend committee meetings as observers, but should not vote and only participate in discussion if invited to do so by the Chair of the committee. Members of the public will not normally be admitted to committee meetings unless invited by the relevant Chair as advisers. The Clerk shall retain agendas, minutes, supporting papers and signed copies of the minutes. Committee minutes will be posted on the Governors’ page of the Staff Portal for information. Committee papers are not usually considered by the Corporation to be in the public domain. Agreed minutes of Corporation meetings are available on the College website. 23

Declaration of Interests Members of the Corporation, senior postholders and College Management Team members are expected to make decisions based wholly in the interest of the Corporation, in furtherance of its charitable objects and the interest of the public, and not in order to gain financial or other material benefits for themselves, their family, or their friends. The Corporation has therefore adopted a policy of requiring Members and senior managers to disclose any financial or other interests, which could be considered likely to affect the independence of their judgement. The register will be reviewed annually and held by the Clerk to the Corporation. It is available for inspection by arrangement with the Clerk. Members eligibility under Section 8 of the Instrument of Government will also be reviewed annually, and members are asked to declare any gifts or hospitality received in their capacity as Corporation member. Members are also invited to declare interests at the start of meetings which will preclude them from taking part in the discussion or voting and which will be noted in the minutes by the Clerk.

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Code of Conduct The Corporation has adopted a Code of Conduct as a guide for its Members on the standards of conduct expected of them and to assist them in carrying out their duties with selflessness, integrity, objectivity, accountability, openness, honesty and leadership in accordance with the recommendations of the Nolan Committee on Standards in Public Life. A copy of the code is supplied to every member on appointment. In accepting appointment to the Corporation, Members are deemed to subscribe to and accept the principles of the code.

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Payments to Corporation Members Corporation members may not receive any remuneration for their duties as members of the Corporation but may claim reasonable travel expenses for attendance at any external conference or event, which they attend on behalf of the Corporation. Details are set out in the College’s Expenses Policy, available from the Clerk or the relevant website.

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Training for Corporation Members On appointment, members will be issued with: 

A copy of the Instrument and Articles of Government



Briefing Pack

 Standing Orders 

Financial Memorandum



College Strategic Plan



College Budget

Members will be kept informed of College and sector developments by written briefings and updates by the Clerk and Principal, and receive briefings on specific topics from college managers, either separately or through Governor training events or before Corporation meetings. Members will complete a skills audit on appointment and this will be updated each year. This will be considered by the Search and Governance Committee who will advise the Corporation on training needs. 27

Personal Liability The Apprenticeships, Skills, Children and Learning Act 2009 contains a clause covering liability of FE governors as non-executive directors. It remains the case that the Corporation is a corporate body created by an Act of Parliament with its own legal status and powers to enter into contracts and employ staff. As members of a statutory corporation, Governors cannot be individually liable for the debts of the statutory body. As long as members ensure that the Corporation does not exceed its powers in law, and as long as members exercise a duty of skill and care, and act reasonably, honesty, prudently, in good faith in the interests of the Corporation, individual members should not be held personally liable.

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Provision of Independent Advice To ensure that Corporation Members are able to carry out their duties, in accordance with recommendations by the Cadbury Committee for directors of public limited companies, the Clerk may seek independent professional and legal advice on behalf of the Corporation. The Clerk would normally confirm the need and cost of advice with the Chair, Vice Chair or Principal before seeking advice.

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Application of the College Seal The Clerk to the Corporation will hold the College seal. Where a deed of document, for example relating to the sale of land, requires the College seal it must be sealed by the Clerk to the Corporation or in his/her absence, the Director of Finance, and authorised by the signature of the Chair and the Principal. The Clerk to the Corporation will report the use of the College seal to the next Corporation meeting.

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Complaints The Corporation is responsible for ensuring that the College Complaints Policy and Procedure operate effectively and may become directly involved if a complaint is directed against the Principal, the Clerk or members of the governing body. The Corporation has agreed a procedure for dealing with complaints against the Principal, members of the Governing Body and the Clerk. Details of this are available from the Clerk or from the College’s website.

Approved by the Corporation on: 10 December 2015

Review date:

July 2016

Associated documents: -

Expenses Policy Complaints Procedure Procedure for Handling Complaints against the Corporation, its members or the Clerk Instrument and Articles of Government Combined Terms of Reference Code of Conduct

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