Trustee Board Training

1
Trustee Board Training Induction

• Martin Farr
• Martyn Williams
• Graham Atkinson

2
Objectives

• This Induction / Training will
• Provide you with an opportunity to meet other
  members of the Trustee Board
• Induct you to Northumbria Students Union,
  including
• Vision, Mission, Values and Summary Strategic
  Goals
• Help you to understand the role and
  responsibilities of a Trustee

3
Objectives (continued)

• Understand the meaning of good governance
• Introduce Nolans principles of public life
• Understand the meaning of conflicts of Interest
• Highlight key documents and sources of
  information
• Provide you with the opportunity to highlight
  your key areas of interest / concern

4
Introductions

• In pairs
• Name
• Background
• 1 reason for involvement in SU / joining the
  Trustee Board
• 1 interesting fact about yourself
• Feed back to full group

5
Our Mission, Vision,Values Goals
6
Our Mission

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

7
Our Vision

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

8
Values

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

9
Values

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

10
Values

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

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Summary Aims

• Stand up for student rights through high impact
  representation campaigns
• Provide consistently excellent services,
  activities and facilities
• Maximises the use and involvement in the
  Students Union by the widest cross section of
  students as possible

12
Major Strategic Developments 2008-9

• First phase investment of circa 2million as part
  of a three year 5 million building
  transformation project
• Transfer of City Site Catering and Retail to the
  University under a Joint Management Agreement
  from 1st September
• Undertaking a feasibility study in partnership
  with the School of Arts and Social Sciences on a
  potential redevelopment of Stage 2 into the
  Performing Arts venue on Campus having mixed
  Students Union and academic uses
• Developing stronger commercial partnerships with
  Sport Northumbria
• Creation of a Coach Lane campus strategy
• Significantly enhancing our commercial management
  information systems through the installation of
  EpOS
• Developing a strategy for engaging our members
  through market research, electronic communication
  and effective, evidence-based representation

13
Organisational Vital Statistics

• Budgeted turnover of circa 2.5million for 2008-9
• Confirmed university grants 741,000 for 2008-9
• Unconfirmed other grants of 21,000 Junction 49
  and 15,000 HCES
• 40 permanent staff circa 150 student staff
• 50 Societies Student Groups
• 192 individual students involved in Community
  Volunteering projects 47 Project Leaders and 896
  volunteering opportunities
• 950 student representatives
• 2466 votes cast in the 2008 e-Lections

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NEW GOVERNANCE STRUCTURE
15
Referendums AGM
Student Council
Trustees
Sub Committees
Student Community Forums
Senior staff
Members
16
STUDENT COUNCIL
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Student Council Role Purpose

• 1.1. To receive and consider reports from the
  Trustees, Student Community Forums Scrutiny
  Committees and Action Committees/Groups
• 1.2. To make recommendations to the Trustees of
  NSU The Trustees may only refuse to adopt
  Council recommendations on financial grounds,
  charity and education law or other legal
  requirement or for reputational reasons.
• 1.3. To make motions of no-confidence in one or a
  number of Trustees
• 1.4. To review and scrutinise the decisions and
  actions of the Trustees of NSU
• 1.5. To discuss, debate and decide on issues
  pertinent to students
• 1.6 To make campaigning, representation and
  political policy as appropriate

18
Cont

• 1.7. To convene Student Community Forums,
  consider its reports and agree actions required
• 1.8. To appoint and convene Scrutiny Committees
  and to determine their remit and membership
• 1.9. To convene other committees, meetings and
  groups so as to carry forward the mandate of
  Council and turn this into action to have a
  positive impact on student lives
• 1.10. To consider and approve the appointment and
  re-appointment of Non-Student Trustees
• 1.11 To consider and approve the appointment and
  re-appointment of Student Trustees
• 1.12. To admit and remove Associate Members,
  Reciprocal, Life and Honorary Life Members of the
  Union.

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LEGAL STATUS
20
NSU Legal Status

• NSU is not a registered charity (yet!)
• NSU derives its exempt charitable status from
  the exempt charitable status of the University
• This is legally defined as such by paragraph (w)
  of schedule 2 of the Charities Act 1993

21
Cont

• Acts of Parliament define the scope of our
  powers, relationship to the University and what
  we can spend money on
• Part II, Schedule 7 Education Reform Act 1988
  (as amended)
• Sections 21 and 22 of the Education Act 1994
• Charities Act 1993 2006

22
In simple terms ...

• NSU is an unincorporated association owned by
  its members
• The Constitution defines our objectives
• NSU is not a company but
• We are governed by UK European Law as a
  business and employer like any other organisation

23
THE ROLE OF A TRUSTEE
24
What is a Trustee?
25
What is a Trustee?

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

26
What is a Trustee?

• Persons having general control and management of
  the administration of a charity section 97(1)
  Charities Act 1993
• should exercise the same degree of care in
  dealing with the administration of their charity
  as a prudent businessman would exercise in the
  conduct of his own affairs.

27
Who are our Trustees?

• Not more than five Sabbatical Trustees
• Not more than four appointed Student Trustees
• Not more than four Non-Student Trustees

28
Exercise

• What is the role of the Trustee Board?
• What do you think the role of a Trustee is?
• What are the qualities of a good Trustee?

29
Role of Trustee Board

• Formulate, implement and monitor strategic plans.
• Provide effective financial management and
  oversight, including the formation of budgets.
• Monitor and evaluate the performance of staff,
  services and activities.
• Support the Chief Executive and review his/her
  performance.

30
Role of Trustee Board

• Provide effective Risk Management systems.
• Ensure comprehensive ongoing member consultation.
• Ensure effective election/selection, induction
  and appraisal of Trustee Board members.

31
What the Governing Document Says

• The Trustees powers shall include but not be
  limited to ultimate responsibility for-
• 61.2.1 The governance of the Union
• 61.2.2 The budget of the Union
• 61.2.3 The strategy of the Union, following a
  vote by members on the strategy and direction of
  the Union by electronic referendum
• Ordinance and Regulations

32
Cont

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

33
What Governance Hub Says

• Acting only in the interests of the organisation
• Avoiding personal benefit or the appearance of
  personal benefit
• Working to the terms of the organisations
  governing document
• Taking part in board meetings
• Upholding the organisations values and vision
• Protecting the organisations reputation

34
What the Charity Commission Say

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

35
Continued

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

36
Trustees also

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

37
In a Nutshell.

• Here for tomorrow not today
• Not representatives / no hats
• Appointed Student Trustees have no representative
  mandate
• Sabbatical Trustees not speaking for their role

38
Qualities

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

39
Nolans Seven Principles of Public Life

• Selflessness
• Integrity
• Objectivity
• Accountability
• Openness
• Honesty
• Leadership

40
Liabilities

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

41
Liabilities

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

42
Trustee Liability

• If trustees act prudently, lawfully and in
  accordance with their governing document then any
  liabilities they incur as trustees can be met out
  the charitys resources. But if they act
  otherwise they may be in breach of trust and
  personally responsible to liabilities incurred by
  or on behalf of the charity.
• Charity Commission

43
Trustee Liability

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

44
Ultra ViresBeyond the Powers of

• Students Unions cannot -
• engage in activities / spend money
• For any other purpose than those laid out in the
  aims and objectives of the Governing Document

45
In Simple Terms ...

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

46
However

• Students Unions should ban political clubs and
  societies as they are Ultra Vires
• True - Clubs and societies may debate issues that
  affect students as students but any political
  activity is Ultra Vires?
• False - Direct political activity by a students
  union is Ultra Vires (on non student related
  issues). However furthering debate is a
  legitimate educational purpose and union clubs
  and societies can further debate in considering
  non-student related issues

47

• A Students Union can book and pay for a coach
  to send students to a protest against a bypass in
  the next town?
• True - Political campaigning is a legitimate
  educational purpose providing that it affects
  students. The building of a bypass would have an
  impact on the local community and therefore
  students living in it
• False Ultra Vires prohibits students unions
  from spending resources on activities which do
  not directly affect students as students

48
Ultra Vires

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

49
Conflict of Interest

• A key duty of Trustees
• Not to personally benefit from a decision of the
  Board
• To make any conflict of interest known to the
  meeting
• Why?

50
Our Rules

• 8. Conflicts of interest
• 8.1 Any Trustee who has a financial interest in a
  matter under discussion should declare the nature
  of their interest and withdraw from the room,
  unless they have a dispensation to speak.
• 8.2 If a Trustee has any interest in the matter
  under discussion, which creates a real danger of
  bias, that is, the interest affects their, or a
  member of their household, more than the
  generality affected by the decision they should
  declare the nature of the interest and withdraw
  from the room, unless they have a dispensation to
  speak.
• 8.3 If a Trustee has any other interest which
  does not create a real danger of bias, but which
  might reasonably cause others to think it could
  influence their decision, they should declare the
  nature of the interest, but may remain in the
  room, participate in the discussion, but not vote.

51
Our Rules

• 8.4 If a Trustee does not have a declared
  interest in a matter under discussion, but is
  perceived to do so by a majority of the remaining
  Trustees, then the nature of that interest should
  be declared and the Trustee in question may
  remain in the room, participate in the
  discussion, but not votes.
• 8.5 If in any doubt about the application of
  these rules they should consult with the Chair.
• 8.6 Trustees interests will be listed in a
  register.
• Strategy Guidance Document - Role of a Trustee

52
Hallmarks of an Effective Charity

• Focus on impact outcomes
• Fit for purpose
• Sound governance
• Maximises potential
• Accountable transparent
• Flexible

53
Exercise

• What is Governance?
• What is Good Governance?

54
Governance

• Governance is not necessarily about doing it is
  about ensuring things are done
• NCVO What is governance?
• Good governance is a powerful tool in driving
  forward organisational goals bad governance is
  fatal to performance and stability
• ACEVO

55
Governance

• Can be broken down into 3 areas of responsibility
  for the Board
• Corporate / Fiduciary
• Strategic
• Impact

56
Governance

• Corporate / Fiduciary
• Finance
• Property
• Resources
• Income generation
• Risk management
• Compliance
• Policies

57
Governance

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

58
Governance

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

59
Trustee Board Meeting Rules Protocol

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

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Introducing the Senior Management Team
61
The Senior Managers
62
The Senior Managers
63
Martyn Williams Chief Executive

• Overall responsibility for the efficient use of
  physical, financial human resources of the
  Union
• Overall responsibility for delivery of the
  Students Union plan
• Managing high level university relationships
• Accountable to the Trustee Board

64
Graham Atkinson Director Membership Services
HR

• Sabbatical Student Trustee support
  development
• Membership connections
• Student Representation Development
• Student Advice Development
• Student Activities Development
• Strategic Human Resource Development

65
Michelle Berry Director of Commercial
Development

• Commercial Services Development
• Strategic Marketing Development
• Facilities Management
• Managing internal and external commercial
  partnerships

66
Tony McDonald Finance Manager

• Financial Management Accounting
• Leading department budget setting
• Finance Office compliance
• Statutory Returns including PAYE, VAT and
  Companies House

67
Key Documents File

• Trustee Training Slides
• Students Union Induction Slides 2007
• Students Union Plan 2008-10
• Ordinance Regulations
• Bye Laws
• Role of Trustee
• Decision Making Matrix
• The Essential Trustee Charity Commission
  publication
• Hallmarks of an Effective Charity - Charity
  Commission publication
• Financial Statements 2006-7

68
Summary of Key Documents cont

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

69
Objectives Recapped

• You have
• Met other members of the Trustee Board
• Been inducted into the Students Union,
  including
• Vision, Mission, Values and Summary Strategic
  Goals
• Been introduced to the role and responsibilities
  of a Trustee

70
Recap

• You should now understand
• The meaning of good governance
• Nolans principles of public life
• The meaning of Conflicts of Interest
• The key documents that you have received and
  further sources of information

71
Thanks for Coming