Council Standing Committees Terms of Reference Policy

Fact box

  • Policy owner: President
  • Policy category: Governance: Council
  • Policy status: Approved
  • Approval body: Council
  • Endorsement body: Executive Committee
  • Related policies:
  • Last amended: 17th Aug. 2018

Purpose

The purpose of this policy is to establish the functions and responsibilities of the standing committees of the Alphacrucis College (AC) Council.

Scope

Whole college

Policy

Governing authority in AC is vested in the Council and its various committees, and implemented by the Officers of the College through its various divisions, departments and committees. This policy details these processes.

Appointment of Committees and Advisory Boards of Council

The College Council may delegate any of its powers or functions to committees or advisory boards and shall appoint an Audit Committee (clause 42.4 of the Constitution of Alphacrucis College Ltd). The current Council Committees are:

  • Membership and Selection Committee
  • Finance and Audit Committee
  • Strategic Planning Committee
  • Academic Risk and Moderation Committee

MEMBERSHIP AND SELECTION COMMITTEE

1. Membership

1.1 Appointment of a Chair

The Chair will be a Councillor who is appointed by Council on the recommendation of the Membership and Selection Committee.

1.2 Membership

At least one Councillor (in addition to the Chair); President; other members as required.

1.3 Term

For Councillors, the term will be for the duration of their current term as a Councillor or until the Membership and Selection Committee and Council have considered and approved revised memberships of the Council committees, whichever is later. The co-opted members of the Committee will be appointed on the basis of a three year term, renewable at the discretion of the Chair.

1.4 Secretary

As appointed by Council.

2. Terms of reference

The role of the Membership and Selection Committee is to monitor and advise Council on governance issues generally, as they relate to Council and AC, including ensuring that Council positions are filled, that Councillors are adequately trained and contributing to the function of Council. In addition, the Membership and Selection Committee conducts an annual performance and employment conditions review of the President on behalf of the Council. The Membership and Selection Committee achieves those primary functions through exercise of the following responsibilities:

2.1 Council Membership and Governance

  • recommending to Council criteria for the selection and the performance assessment of Councillors;
  • recommending to Council procedures for the identification and selection of Councillors;
  • overseeing the development and maintenance of an induction program for new Councillors;
  • assessing annually the performance of Councillors and committees, and the effectiveness of Council in meeting governance objectives;
  • recommending to Council a candidate for the position of Chair of Council when that position is due to be filled;
  • considering suggestions for honorary degrees and submitting a report to Council;
  • reviewing and making recommendations to Council as regards naming proposals, changes to existing names or the discontinuation of existing names in relation to: AC buildings and other significant assets; scholarships and prizes; centres, institutions and foundations.

2.2 Senior Staff Employment, Remuneration, and Performance

  • recommending to Council a candidate for the position of President when that position is due to be filled;
  • assessing the performance of and determining the remuneration of the President annually;
  • developing a remuneration policy for senior staff and monitoring the application of the policy.

3. Meetings

3.1 Frequency of meetings

The Committee will meet at least two times a year on dates to be determined, as well as on other occasions deemed necessary by the Chair.

3.2 Quorum

The quorum for meetings of the Committee will, subject to Council rules for committees from time to time, be three members present in person.

3.3 Attendance by College staff members

The Committee can invite any staff member of the College to attend meetings and may refer matters deemed to require attention direct to the appropriate staff member.

3.4 Agenda

The agenda for each meeting of the Committee will be prepared by the Secretary, in consultation with the Chair, and provided to members of the Committee on a timely basis in advance of the meeting. Items on the agenda will be supported by written papers, as required.

4. Reporting to Council

The Secretary will prepare a report to Council, under the name of the Chair, immediately after each meeting of the Committee. The Chair will use that report as the basis for a presentation to Council on major decisions and outcomes from each such meeting.

FINANCE AND AUDIT COMMITTEE

1. Membership

1.1 Appointment of a Chair

The Chair will be a Councillor with appropriate commercial or financial expertise who is appointed by Council on the recommendation of the Membership and Selection Committee.

1.2 Membership

At least one Councillor (in addition to the Chair); President; other members as required.

1.3 Term

For Councillors, the term will be for the duration of their current term as a Councillor or until the Membership and Selection Committee and Council have considered and approved revised memberships of the Council committees, whichever is later. The co-opted members of the Committee will be appointed on the basis of a three year term, renewable at the discretion of the Chair.

1.4 Secretary

As appointed by Council.

2. Terms of reference

The role of the Finance and Audit Committee is to strengthen the College’s control environment and to assist Council to discharge its stewardship, leadership and control responsibilities for financial reporting and overall financial risk management. Its primary functions are to promote accountability, support measures to improve financial management performance and internal controls, oversee and monitor the internal audit and the compliance and financial risk functions, oversee the integrity of the College’s financial reporting systems, and ensure effective liaison between senior staff and the College’s external auditors. The Finance and Audit Committee achieves those primary functions through exercise of the following responsibilities:

2.1 Governance

  • reviewing the College’s Governance Policies and Framework, relating to fraud, privacy, handling of sensitive information and conflicts of interest;
  • monitoring the adequacy of the College’s internal control systems in promoting a culture of compliance and ethical conduct in business and financial activities;
  • receiving reports from senior staff on matters considered by the Committee to be of high risk to the College’s reputation or financial operations;
  • recommending to Council policies and procedures to enhance the College’s Governance Policies and Framework.

2.2 Financial Risk Management

  • reviewing the College’s Risk Management Plan setting out the College’s expectations and internal accountabilities for the management of financial risk;
  • monitoring the adequacy of arrangements in place to ensure that financial risks are effectively managed across the College and that financial risk management is appropriately embedded in the College’s planning and budgetary process;
  • receiving reports from senior staff on the status of financial risk management in their particular areas of responsibility;
  • recommending to Council policies and procedures to enhance the College’s Risk Management Plan.

2.3 Legal Compliance

  • reviewing the College’s approach to managing expectations and internal accountabilities for legal compliance;
  • monitoring the effectiveness of the College’s processes for ensuring compliance with relevant laws, regulations, industry codes and organisational standards;
  • receiving reports from senior staff on legal compliance breaches, the risks of non-compliance and strategies to manage any breaches and risks effectively;
  • recommending to Council policies and procedures to enhance the College’s legal compliance management.

2.4 Financial Compliance

  • reviewing the College’s financial reporting policies and procedures, and the effectiveness of the College’s internal controls and risk management systems in connection with its financial governance;
  • monitoring the College’s financial reporting and performance against budget;
  • receiving reports from senior staff on any major issues concerning accounting principles and standards, financial reporting, internal controls, and other material accounting and financial reporting issues;
  • recommending to Council the approval of the annual budget, and policies and procedures to enhance the College’s financial compliance.

2.5 Annual Audit of Accounts

  • discussing with the auditor, before the audit commences, the nature and scope of the audit, and consulting the auditor with respect to quality control procedures and steps taken by the auditor to respond to challenges in regulatory and other requirements;
  • reviewing the external auditor’s management letter and College management’s response to recommendations made;
  • recommending to Council the acceptance of the annual audit of accounts and suggestions to improve the financial operation and performance of the College.

3. Meetings

3.1 Frequency of meetings

The Committee will meet at least two times a year on dates to be determined, as well as on other occasions deemed necessary by the Chair.

3.2 Quorum

The quorum for meetings of the Committee will, subject to Council rules for committees from time to time, be three members present in person.

3.3 Attendance by College staff members

The Committee can invite any staff member of the College to attend meetings and may refer matters deemed to require attention direct to the appropriate staff member.

3.4 Agenda

The agenda for each meeting of the Committee will be prepared by the Secretary, in consultation with the Chair, and provided to members of the Committee on a timely basis in advance of the meeting. Items on the agenda will be supported by written papers, as required.

4. Reporting to Council

The Secretary will prepare a report to Council, under the name of the Chair, immediately after each meeting of the Committee. The Chair will use that report as the basis for a presentation to Council on major decisions and outcomes from each such meeting.

STRATEGIC PLANNING COMMITTEE

1. Membership

1.1 Appointment of a Chair

The Chair will be a Councillor who is appointed by Council on the recommendation of the Membership and Selection Committee.

1.2 Membership

At least one Councillor (in addition to the Chair); President; other members as required.

1.3 Term

For Councillors, the term will be for the duration of their current term as a Councillor or until the Membership and Selection Committee and Council have considered and approved revised memberships of the Council committees, whichever is later. The co-opted members of the Committee will be appointed on the basis of a three year term, renewable at the discretion of the Chair.

1.4 Secretary

As appointed by Council.

2. Terms of reference

The role of the Strategic Planning Committee is to assess the effectiveness of the current versions of the College’s rolling five year strategic plan and to monitor the implementation of the plan. In addition, the Strategic Planning Committee advises Council on the appropriateness of the strategic direction of the College in relation to its external operating environment, and on the development and improvement of the College’s information technology and other infrastructure and services. The Strategic Planning Committee achieves those primary functions through exercise of the following responsibilities:

2.1 Strategic Planning

  • reviewing annually the appropriateness of the College’s current strategic plan, taking into account the external operating environment of the College including economic and social trends, government policy, technological developments, and the activities of other relevant colleges;
  • recommending annually to Council the adoption of the current version of the rolling five year strategic plan;
  • receiving reports from senior staff on matters considered by the Committee to be of high risk to the College’s reputation or financial operations;
  • reviewing and advising Council on the adequacy of the measures for communication of the strategic and plan to internal and external stakeholders.

3. Meetings

3.1 Frequency of meetings

The Committee will meet at least two times a year on dates to be determined, as well as on other occasions deemed necessary by the Chair.

3.2 Quorum

The quorum for meetings of the Committee will, subject to Council rules for committees from time to time, be three members present in person.

3.3 Attendance by College staff members

The Committee can invite any staff member of the College to attend meetings and may refer matters deemed to require attention direct to the appropriate staff member.

3.4 Agenda

The agenda for each meeting of the Committee will be prepared by the Secretary, in consultation with the Chair, and provided to members of the Committee on a timely basis in advance of the meeting. Items on the agenda will be supported by written papers, as required.

4. Reporting to Council

The Secretary will prepare a report to Council, under the name of the Chair, immediately after each meeting of the Committee. The Chair will use that report as the basis for a presentation to Council on major decisions and outcomes from each such meeting.

ACADEMIC RISK AND MODERATION COMMITTEE

1. Membership

1.1 Appointment of a Chair

The Chair will be a Councillor who is appointed by Council on the recommendation of the Membership and Selection Committee.

1.2 Membership

At least Councillor (in addition to the Chair); President; Chair of Academic Board; other members as required.

1.3 Term

For Councillors, the term will be for the duration of their current term as a Councillor or until the Membership and Selection Committee and Council have considered and approved revised memberships of the Council committees, whichever is later. The co-opted members of the Committee will be appointed as required at the discretion of the Chair.

1.4 Secretary

As appointed by Council.

2. Terms of reference

The role of the Academic Risk and Moderation Committee is to advise Council in regard to changes and developments in the field of education and in government educational policy, to suggest appropriate strategic directions for the College, and to assist Council to discharge its stewardship, leadership and control responsibilities for academic risk management. The Academic Risk and Moderation Committee achieves those primary functions through exercise of the following responsibilities:

2.1 Moderation

  • advising Council on relevant developments in the educational environment, trends in vocational and higher education, and government educational policy.

2.2 Academic Risk Management

  • reviewing the AC Risk Management Plan setting out the College’s expectations and internal accountabilities for the management of academic risk;
  • monitoring the adequacy of arrangements in place to ensure that academic risks are effectively managed across the College and that academic risk management is appropriately embedded in the College’s planning process;
  • recommending to Council policies and procedures to enhance the AC Risk Management Plan;
  • assessing the strategic planning of the College in relation academic priorities;
  • investigating and moderating the academic operations of the College on a regular basis.

3. Meetings

3.1 Frequency of meetings

The Committee will meet at least two times a year on dates to be determined, as well as on other occasions deemed necessary by the Chair.

3.2 Quorum

The quorum for meetings of the Committee will, subject to Council rules for committees from time to time, be three members present in person.

3.3 Attendance by College staff members

The Committee can invite any staff member of the College to attend meetings and may refer matters deemed to require attention direct to the appropriate staff member.

3.4 Agenda

The agenda for each meeting of the Committee will be prepared by the Secretary, in consultation with the Chair, and provided to members of the Committee on a timely basis in advance of the meeting. Items on the agenda will be supported by written papers, as required.

4. Reporting to Council

The Secretary will prepare a report to Council, under the name of the Chair, immediately after each meeting of the Committee. The Chair will use that report as the basis for a presentation to Council on major decisions and outcomes from each such meeting.

Responsible for implementation

President

Key stakeholders

Whole college


Procedures

Council Standing Committees Terms of Ref Procedure

Election of Council Officeholders

The procedure for the election of Council officeholders will be as follows:

  1. The returning officer is to chair during the part of the meeting at which the election is to be held;
  2. No business other than the election may be conducted at the meeting while the returning officer is chairing;
  3. If there is only one nomination for election, the returning officer must declare the nominated candidate to be elected;
  4. If there are two or more nominations for election, the returning officer must conduct a poll of members of the committee by secret ballot, with each Councillor entitled to cast one vote;
  5. If one candidate has received more votes than any other, the returning officer must declare that candidate to be elected;
  6. If two or more candidates receive an equal number of votes cast at the poll and if no other candidate has received more votes than those candidates, the returning officer must conduct a further poll among the candidates who received an equal number of votes;
  7. At the further poll, if one candidate has received more votes than any other the returning officer must declare that candidate to be elected;
  8. If two or more candidates receive an equal number of votes cast at the further poll, the returning officer must decide by lot which of the candidates with an equal number of votes is to be declared elected. For that purpose, the returning officer must:

             a. Write the names of the candidates concerned on similar slips of paper, and

             b. Fold the slips so as to prevent identification, and

             c. Mix the slips and draw one of them at random.

         9. The candidate whose name is drawn first is to be declared elected.

The Secretary of Council will be the returning officer for all Council elections except that for Secretary of Council. The Chair of Council shall appoint a returning officer for the election of Secretary of Council.

Appointment of the Chair of Council

Where a vacancy occurs in the office of Chair of Council, the Membership and Selection Committee will undertake a search and recommend to the Council a list of persons deemed suitable for appointment to the office having regard to the requirements of the position.

The Committee will seek the views of Councillors on suitable candidates. The Committee will forward to the Council a list of at least three (3) persons in order of preference who are deemed suitable for appointment. The Council may accept the recommendations or request the Committee to undertake a further search.

Once the Council has decided on the list of potential candidates, the Deputy Chair of Council will contact the candidates in order of preference to determine their interest in nomination to the Council. If the Deputy Chair of Council is one of the nominees, then the Secretary of Council or another Councillor who is not a nominee will fulfil this function.

The Chair of Council will be elected from a list of three (3) nominees, presented by the Council and ratified by the Members in general meeting.

The Council will elect the Chair of Council by secret ballot from among the nominees who have been ratified by the Members and consented to be considered. A majority vote of Councillors in attendance shall constitute an election.

Appointment of the President

Where a vacancy occurs in the office of the President, the Membership and Selection Committee will undertake a search and recommend to the Council a list of persons deemed suitable for appointment to the office having regard to the requirements of the position. The Committee will seek the views of Councillors on suitable candidates.

The Committee will forward to the Council a list of at least three (3) persons in order of preference who are deemed suitable for appointment. The Council may accept the recommendations or request the Committee to undertake a further search.

Once the Council has decided on the list of potential candidates, the Chair of Council will contact the candidates in order of preference to determine their interest in nomination to the position.

The President will be elected from a list of three (3) nominees, presented by the Council and ratified by the Members in general meeting.

The Council will elect the President by secret ballot from among the nominees who have been ratified by the Members and consented to be considered. A majority vote of Councillors in attendance shall constitute an election.

Appointment of Chairs of Council Committees

Appointment of a Chair

  1. When the incumbent Chair of a Committee indicates an intention to step down, or where the position of Chair falls vacant for any reason, the Secretary of Council shall notify the Council and refer the matter to the Membership and Selection Committee;
  2. The Membership and Selection Committee shall solicit nominations of persons who should be considered for the position, and review the names of the nominees who are eligible for consideration, and propose one individual to the Council for approval;
  3. The Council will either confirm the individual proposed or invite the Membership and Selection Committee to reconsider the matter and to propose another name.

Reappointment of a Chair

  1. No later than 6 months before the expiration of the term of a Chair of a Council Committee, the Secretary of Council shall inform members of the Council of the impending expiration of term, shall outline the procedures governing the reappointment of a Chair, and shall invite members of the Council to comment on the prospect of the Chair serving for another term;
  2. The Council, without the incumbent Chair involved, shall assess in confidence the comments received from members of the Council and approve or disapprove the reappointment.