Raising your skills improving life chances CITY OF BATH COLLEGE CORPORATION STANDING ORDERS APRIL 2014

Transcription

1 Raising your skills improving life hanes CITY OF BATH COLLEGE CORPORATION STANDING ORDERS APRIL 2014

2 CONTENTS Title Paragraph Sope of this doument 1 Inorporation 2 Corporation s Legal Powers and Responsiilities 3 Memership of the Corporation 4 Appointments 5 Eligiility and Interests 6 Terms of Offie 7 Chair and Vie Chair 8 Clerk to the Corporation 9 Deision making 10 Meetings 11 Speial meetings 12 Agendas 13 Distriution of Papers 14 Quorum 15 Attendane at Corporation meetings 16 Proeedings at meetings 17 Withdrawal from meetings 18 Minutes of meetings 19 Confidentiality 20 Aess to meetings 21 Committees of Corporation 22 Delarations of Interests 23 Code of Condut 24 Payments to Corporation Memers 25 Training for Corporation Memers 26 Personal Liaility 27 Provision of Independent Advie 28 Appliation of the College Seal 29 Chair 30 Openness & Confidentiality 31 Corporation as an Employer 32 Complaints 33 Proess for the Removal of a Memer 34

3 STANDING ORDERS FOR CITY OF BATH COLLEGE FURTHER & HIGHER EDUCATION CORPORATION AND ITS COMMITTEES (Version adopted y Corporation April 2014) 1 Sope of this doument The legal framework within whih the Corporation is required to operate is set out in the Instrument and Artiles of Government, opies of whih are provided to all Memers on their appointment, in hard opy via the governor portal, and the Finanial Memorandum with its funding & regulating ody, the Skills Funding Ageny. The Corporation is the Corporation s legal entity. These Standing Orders set out the Corporation s poliy and pratie on those issues whih it has power to determine. Should there e any dout in interpretation of the Standing Orders, the Instrument and Artiles of Government will take preedene as the legal doument. 2 Inorporation City of Bath College was estalished as an independent Further & Higher Eduation Corporation with haritale status under the Further and Higher Eduation At The At provided for the reation of statutory Corporations with exempt haritale status, not to e taxed as harities and not needing to register with the Charities Commission, to take over the running of the Institutions within the Further Eduation setor from the 1 April From that date the new Corporation estalished to run the Further & Higher Eduation College eame the legal owner, employer and ody responsile for the institution, with the transfer of all staff, property, rights and liailities [exept loans and premature retirement ompensation in plae at that date] from the Loal Eduation Authority previously responsile for the Institution. Under the Charities At 2006 FE Corporations in England are formally regulated y a regulator. This is the Skills Funding Ageny. The Eduation At 2011 amended some elements of the Further and Higher Eduation At and gave greater freedoms to olleges. 3 Corporation s Legal Powers and Responsiilities The Corporation s powers to provide further and higher eduation goods, servies and failities are set out in the Instruments and Artiles of Government, urrently the Further Eduation Corporations Replaement of Instruments and Artiles of Government 2007.(Modifiation Orders 2010 and 2012) The Corporation should not exeed these powers, nor should it delegate those responsiilities whih are reserved as non-delegale: Determination of the eduational harater and mission of the ollege; Approval of the annual estimates of inome and expenditure; Ensuring the solveny of the ollege and safeguarding assets; Appointment or dismissal of the Prinipal and senior post holders; Appointment or dismissal of the Clerk to Corporation 4 Memership of the Corporation The regulations for omposition of FE Corporations are set out in Clause 2 of the Instrument of Government. At its meeting in Marh 2012 the Corporation resolved that, in aordane with the Instruments of Government, the Corporation shall omprise 18 memers, in the following ategories: 13 External memers, 2 staff memers; 2 student memers; the Prinipal [ex offiio].

4 5 Appointments a Memers will e appointed in aordane with the provisions of the Instrument and Artiles of Government. The Corporation delegates to the Searh and Governane Task Group responsiility for determining appropriate seletion proedures, and for advising the Corporation on memership issues and appropriate andidates for onsideration y the Corporation. Details of the delegated powers of the Searh and Governane Task Group are set out in its terms of referene. The Corporation is the appointing ody and must approve all appointments. The Clerk issues letters of appointment, and onduts orrespondene and eligiility heks on ehalf of the Corporation. If memership should fall elow the numer needed for quorum [40%] the Seretary of State has the power to appoint the numer of memers required to hold a quorate meeting. 6 Eligiility and Interests a Clause 8 of the Instrument of Government sets out the onditions for ineligiility. The main onditions are ankrupty or onvition, and there are restritions on persons under 18, and on students and staff other than eleted memers. Memers may not hold any finanial interest in the College and must dislose the nature of interest in any ontrat or arrangement, not voting on related issues. The Clerk will ask new memers to sign a delaration of eligiility and delare interests, and these will e updated annually for all memers. Memers will e asked at the eginning of a meeting to delare any interests, whih will e noted in the minutes y the Clerk. [See also setion 23, Delaration of Interests.] Staff and students may only e appointed as staff and student memers respetively. Memers of the Corporation and the Audit Committee should examine the agendas to ensure that they are ale to delare any interests to the Clerk, preferaly prior to the meeting, and as a minimum prior to the item eing raised for disussion. If during disussion it omes apparent that a memer has an interest they should delare that immediately. 7 Terms of Offie a With the exeption of the Prinipal, Staff Memers and the Student Memers, Memers of the Corporation will normally hold offie for a period of 4 years, sujet to the provisions of Clause 10 of the Instrument of Government (determination of memership). The Prinipal is an ex offiio appointment. Student Memers will hold offie for a period orresponding to their time as a student or, if a saatial President, the period of their saatial. Staff memers will serve a four year term of offie. Student and Staff Memers are no longer eligile to serve as memers if they ease to e students or staff of the ollege. If they are sujet to disiplinary ation their appointment will e reviewed y the Chair, Prinipal and Clerk. Any student or staff memer who was involved in a disiplinary proess would not e entitled to attend Corporation or Committee meetings until the matter was resolved and would not reeive papers until the proess was resolved.

5 Sujet to their ontinuing eligiility under Setion 8 of the Instrument (eligiility), Memers reahing the end of their term of offie will e eligile to e onsidered for re-appointment for a seond. This will e reviewed y the Searh and Governane Task group who will make a reommendation to the Corporation following a formal re-appointment proess. Memers will not normally e onsidered for a third term unless there is a partiular skills shortage. Memers may resign at any time y notie in writing to the Clerk. 8 Chair and Vie Chair a The Corporation is required to appoint a Chair. The Chair and Vie-Chair will normally eah e eleted for a period of 1 year, and are eligile for re-eletion at the end of that period if they are still eligile as memers. At the meeting efore the expiry of the term of offie, or the resignation, of the Chair or Vie Chair, the Corporation must appoint a suessor. The Prinipal and Staff or Student Memers are not eligile for appointment. The role of Chair is set out in an appendix. d If oth the Chair and Vie Chair are asent from any meeting of the Corporation, Memers present shall hoose one of their numer to at as Chair for that meeting. The Memer hosen shall not e the Prinipal or a Staff or Student Memer. The Chair or Vie Chair may at any time resign offie y notie in writing to the Clerk. Suession Planning Proess and Appointment Proedure for Chair and Vie-Chair (a) The Corporation agrees that there must e an on-going review of suession planning for positions of Chair and Vie-Chair of the Corporation. () When onsidering suession, regard will e given to the development of existing governors and of promotion from within existing memership. () An indiation should e sought from existing governors if there is any governor prepared to put themselves forward for onsideration either as the future Chair or Vie-Chair. This will e undertaken efore the end of the Chair/Vie-Chair s term of offie. The jo desription for Chair will e irulated to memers when indiations are sought. (d) If there are governors who are prepared to undertake either role, arrangements will e made to enale prospetive Chair and Vie-Chair to shadow the existing Chair and Vie-Chair over a period of time. (e) In addition, prospetive Chair and Vie Chair should e given the opportunity to Chair a Committee of the Corporation so that they gain experiene in hairing meetings. (f) The Clerk will inform governors of the suession proess, and on an ongoing asis seek expressions of interest from governors in either eing Chair or Vie-Chair. Should this result in no expressions of interest eing reeived, and if there are governors who have the appropriate skills and expertise to undertake the duties of Chair or Vie-Chair, then arrangements should e made for the Chair, Vie-Chair, Clerk and Prinipal to enourage suh governors to take on the role.

6 (g) If there are no governors willing to put themselves forward, and if the Corporation feels it would e useful to attrat an individual from outside its memership, then the option to searh and advertise will e onsidered. (h) The Searh and Governane Task group will e responsile for overseeing the suession proess ut not the seletion and appointment of the Chair and Vie-Chair whih is the responsiility of thecorporation. 9 Clerk to the Corporation The Corporation may not delegate appointment of a person to serve as Clerk to the Corporation. The Clerk shall e diretly responsile to the Corporation, hold the ollege seal, Register of Interests and Corporation reords, and e ale to seek independent professional advie on ehalf of Corporation as required. The Clerk is entitled to attend all meetings of the Corporation and its ommittees, ut shall withdraw from any part of a meeting where his/her remuneration, onditions of servie, dismissal or retirement are eing disussed. The Clerk may not e a memer of Corporation. 10 Deision-Making a Meetings are the sole means y whih the Corporation an take deisions other than any it has previously delegated to the Chair or Prinipal. Postal votes or voting y proxy are not permissile. A meeting inludes a meeting in whih deisions at any meeting of the Corporation of Governors shall e determined y a majority of the memers present (a meeting inludes a meeting whih the memers attending are present in more than one room provided that, y the use of videoonferening or teleonferening failities, it is possile for every person present at the meeting to ommuniate with eah other). Where there is an equal deision of votes, the Chair of the meeting shall have a seond or asting vote. 11 Meetings a The Corporation is required to meet at least one in eah term and may hold as many additional meetings as it deides are neessary. City of Bath College meets this minimum and urrently works to a shedule of 10 meetings a year, inluding a strategi planning session (generally a residential). The Chair may all additional meetings for speifi items of usiness. The Clerk shall provide a shedule of meetings of the Corporation and its ommittees for eah year ended 31 July taking into aount the Corporation s statutory responsiilities and the timing of major items of usiness, suh as approval of annual udgets and year-end aounts. 12 Speial meetings A speial meeting of the Corporation may e alled at any time y the Chair or (in his/her asene) y the Vie-Chair, or at the request in writing of any five Memers. For a speial meeting, the written notie and agenda may e issued less than seven days in advane of the meeting, as determined y the Chair. 13 Agendas a The agenda for meetings of the Corporation will e drawn up y the Clerk in onsultation with the Prinipal and the Chair ased on an agreed agenda yle a minimum of 14 days in advane of the meeting. It should indiate whether items are for deision, disussion or information and where

7 appropriate, who will present the item. The agenda for the Full Corporation meetings will inlude minutes of the previous meeting and minutes of ommittee meetings. d e f Any Memer wishing to sumit an item for the agenda should ontat the Clerk no later than ten working days efore the meeting at whih the item will e onsidered. At the same time, Memers should notify the Clerk whether the item is proposed for deision, disussion or information and provide any supporting papers. At the start of any meeting, the Corporation may revise the order in whih agenda items are to e onsidered, if suh revision will assist the effiient ondut of usiness. This inludes the need in exeptional irumstanes to add an item of urgent usiness whih is not speified on the agenda, whih should e notified to the Chair in advane of the meeting and agreed y all memers present. Agendas generally follow a standard format with items of strategy taken in the early part of the meeting, followed y items of srutiny and governane. Any Other Business should e limited either to items where urgent ation is required and where the need for ation has ourred sine the agenda was set or minor information items. Notie of any items of Any Other Business should e given to the Clerk prior to the start of the meeting so that the Clerk an inform the Chair. As far as possile they should not require detailed onsideration. If an urgent item, not on the agenda, does require detailed onsideration, the Chair of the Committee should advise of this at the start of the meeting and a formal minute should e made. Should a Memer of the Corporation attend a ommittee meeting of whih they are not a memer and should that ommittee e or eome inquorate, then that Memer will eome a memer of that ommittee for the day of the meeting. 14 Distriution of Papers a Written notie of the meeting and the agenda shall normally e sent to Memers seven days in advane of the meeting. All items for onsideration y the Corporation should e supported y a written paper. As far as possile, supporting papers will e sent with the agenda. The Corporation reognises that oasionally irumstanes may prevent the distriution of ertain papers at the same time as the agenda. However, the late distriution of papers impairs the proper ondut of the Corporation s usiness and should e avoided wherever possile. The Corporation has asked that papers should not e taled as this disrupts the flow of meeting: however, papers may e taled in exeptional irumstanes and with the agreement of memers present. 15 Quorum a A meeting of the Corporation shall e quorate when 40% of memership is present, as set out in the Instrument and Artiles of Government. An individual with an interest in an item shall not e inluded in the quorum for that item.

8 If during the ourse of a meeting, the numer of memers present eases to onstitute a quorum, the Clerk will advise the Chair and the meeting must e terminated. Where a meeting annot take plae, or annot ontinue, the Chair shall, if he or she thinks fit, ask for a speial meeting to e alled as soon as onvenient. Committees quoray is set out in their terms of referene: inquorate ommittee meetings may ontinue at the disretion of the Committee Chair, in whih ase the minutes onstitute an informal note. 16 Attendane at Corporation meetings The Corporation will set a Performane Indiator for attendane, of 75%. The Clerk will keep a reord of attendane y memers at the Corporation and Committee Meetings. An annual report will e provided to the Corporation. Under Clause 10 of the Instrument of Government, the Corporation may give notie in writing to any memer who is asent from meetings of the Corporation for longer than six months without the permission of the Chair, or is unale or unfit to disharge their duties as a memer. Memers may e asent for valid reasons, on long-term sikness for example, where there is a dialogue and an intention to return to Corporation. 17 Proeedings at meetings a The length of Corporation meetings will normally e limited to 2.5 hours and 2 hours for a Committee Meeting and, every effort will e made to manage meetings effiiently through presentation of papers and agendas and hairing, and those present are requested to support these efforts. Projeted meeting length should e indiated at the ommenement of the meeting in order that individual time onstraints an e managed. Where memers present feel the need to do so they may vote to ontinue or to defer items to a susequent meeting. d e f Papers will e presented on the asis that memers have already read the douments with only key points highlighted and key hanges sine the paper was issued. Memers of the Corporation may not e ound in their speaking and voting y mandates given to them y other odies or persons. No resolution of the Corporation may e resinded or varied at a susequent meeting unless onsideration of the resinding or variation is a speifi item of usiness on the agenda for that meeting. Where Memers are aware of an interest in any matter under disussion, they should dislose that interest immediately to the Corporation and should not take part in disussion of, or deisions relating to, that item There may e no proxy or postal votes. Deisions at meetings shall e determined y a majority of the memers present. Where however there are dissenting views, or where a Memer so requests, the Chair shall all for a vote via a show of hands. In the ase of an equal alane of votes the Chair shall exerise a [seond] asting vote. Details of the vote and the views of dissenting Memers may e reorded in the minutes. 18 Withdrawal from meetings a Student and Staff Memers, inluding the Prinipal, and the Clerk where his/her remuneration, onditions of servie, dismissal or retirement are eing disussed, may e exluded if Corporation memers present so deide, in

9 whih ase the onfidential minutes will e given restrited irulation to those Memers eligile to e present at that part of the meeting. (i) (ii) (iii) (iv) Details of the irumstanes in whih Staff and Student Memers may e required to withdraw from meeting are outlined in Clause 14 (5) of the Instrument of Government: from that part of any meeting of the Corporation, or its ommittee, at whih staff matters relating solely to that memer of staff, as distint from staff matters relating to all memers of staff, or all memers of staff in a partiular lass, are to e onsidered; where the memer s re-appointment or suessor is to e onsidered; a staff memer who is representing staff onerned in negotiations whih are on going will e required to withdraw from a meeting; where staff memers relating to a memer of staff senior to that memer are to e disussed. Where the Clerk is requested to leave due to potential onflit/onfidentiality, the Chair must ensure that adequate arrangements are made for minuting. The Prinipal may not at as Clerk. 19 Minutes of meetings a The Corporation must maintain an agreed reord of its meetings and deisions. Draft minutes of meetings will e prepared y the Clerk and irulated to Memers when agreed y the Chair. The Clerk may onsult senior memers of the College staff who were present at the meeting to ensure the auray of the minutes. Agendas, minutes, supporting papers and signed opies of the minutes shall e retained y the Clerk. Draft minutes shall normally e made availale to the puli after they are agreed y the Chair. 20 Confidentiality a All papers and information determined y the Corporation to e onfidential shall e learly marked and inlude separate and onfidential minutes of meetings or parts of meeting, and any supporting papers distriuted in advane of meetings ontaining information deemed onfidential y the Prinipal, Chair or Clerk to the Corporation. Reports relating to named individuals and ommerially sensitive information shall e onsidered onfidential to the Corporation and ollege management. 21 Aess to Meetings a Memers of the puli inluding staff shall e admitted as oservers to Corporation meetings for non-onfidential items only. Requests to attend Corporation meetings should e made to the Clerk seven days in advane of the meeting. The Clerk will refer the request to the Chair, and in the ase of staff, the Prinipal. Oservers may e invited to speak at the disretion of the Chair.

10 Meetings of the Corporation (dates availale in the Lirary and on request from the Clerk) are open to the puli sujet to the onditions elow: 1. Five plaes are availale for memers of the puli; 2. The plaes are availale on a first ome, first served asis and annot e reserved; 3. Memers of the puli will e asked to withdraw if issues require onfidentiality, e.g. ommerial sensitivity or named individuals, are to e onsidered; 4. Memers of the puli are present with no right to omment; 5. Memers of the puli who infringe the poliy will e required to leave the meeting. () (d) Aess y College Managers, Staff, Students Oservers All non-corporation memers, whether staff, students, or memers of the puli, are present as oservers and the Corporation may require some or all of them to withdraw when items onsidered y the ommittee/corporation to e onfidential are to e disussed. Senior Manager Attendane It should e noted that Senior Managers attending meetings are there y invitation as oservers with a role of presenting information and answering questions. 22 Committees of Corporation a In aordane with the requirements of the Artiles of Government and with the needs of its usiness, the Corporation has estalished the following advisory ommittees: Audit Committee: mandatory, to advise the Corporation on the appointment of auditors, the effetiveness of the ollege s audit servie and internal ontrols; Senior Staff Employment Committee: until 1999 mandatory, to advise on the pay and onditions of servie, appointment, appraisal, performane and dismissal of the Prinipal, Senior Post holders and the Clerk A Speial Committee with the remit of the dismissal of senior postholders or appeals of staff against dismissal in partiular irumstanes is also estalished. A panel of memers may also e onvened to hear staff appeals against dismissal. Working groups and task groups may e set up y Corporation as required. Currently an Estates Working Group and a Governane and Searh Task Group are estalished. Eah ommittee and task group has its own Terms of Referene whih are reviewed annually and whih inlude details of quoray, memership and attendane of non-memers as advisers at ommittee meetings. Committees may o-opt non-corporation memers. Committee hairs will normally e appointed annually, renewale term. Agendas and papers will e distriuted to ommittee memers seven days [5 working days] efore a meeting.

11 d e All Corporation memers are entitled to attend ommittee meetings for ommittees to whih they are not appointed as oservers, and should not vote, and only partiipate in disussion if invited to do so y the Chair of the ommittee. Agendas, minutes, supporting papers and signed opies of the minutes shall e retained y the Clerk. Committee minutes will e inluded for information in papers for Corporation meetings. 23 Delaration of Interests a Memers of the Corporation, senior post holders and College Management Team memers are expeted to make deisions wholly in the puli interest, and not in order to gain finanial or other material enefits for themselves, their family, or their friends. The Corporation has therefore adopted a poliy of requiring Memers and senior managers to dislose any finanial or other interests whih ould e onsidered likely to interfere with the independene of their judgement. The register will e reviewed annually and held y the Clerk to the Corporation. It is availale for inspetion y arrangement with the Clerk. Memers eligiility, under Setion 8 of the Instrument of Government will also e reviewed annually, and memers are asked to delare any gifts or hospitality reeived in their apaity as Corporation memer. Memers are also invited to delare interests at the start of meetings whih will prelude them from taking part in the disussion or voting and whih will e noted in the minutes y the Clerk. [See setion 6.] 24 Code of Condut The Corporation has adopted a Code of Condut as a guide for its Memers on the standards of ondut expeted of them and to assist them in arrying out their duties with selflessness, integrity, ojetivity, aountaility, openness, honesty and leadership in aordane with the reommendations of the Nolan Committee on Standards in Puli Life. A opy of the ode is supplied to every Memer on appointment. In aepting appointment to the Corporation Memers onfirm they susrie to and aept the priniples of the ode. 25 Payments to Corporation Memers a Corporation memers and o-opted Committee memers are not paid for arrying out their duties (Instrument 18). d Under ommon law a trustee, (the role of ollege governor) must not make a personal profit from their position without express authority. Under the Instrument and Artiles whih apply to City of Bath College an individual employed y the College an only e appointed to the Corporation as a staff memer. Corporation memers may laim reimursement of travel/susistene in line with City of Bath College Staff Poliy, y appliation to the Clerk to the Corporation of Governors for: Attendane at meeting Attendane at training events

12 Attendane at regional/national seminars Attendane at events where memers have een asked to represent or promote the College Carer s Allowane A arer s allowane shall e paid on the asis of atual osts inurred to a maximum rate set from time to time, seeking advie from Human Resoures. 26 Training for Corporation Memers On appointment memers will e issued with opies of the Instrument & Artiles of Government, setor guidane, aess to training materials, and key Corporation douments. Memers will reeive a Corporation Handook y , e kept informed of College and setor developments y written riefings and updates y the Clerk and Prinipal, reeive indution and riefing presentations on speifi topis from ollege managers, either separately or after Corporation meetings, and maintain ontat with the College through link proesses. 27 Personal Liaility a The Learning & Skills At 2000 ontains a lause overing liaility of FE governors as non-exeutive diretors. It remains the ase that Corporation is a orporate ody reated y an At of Parliament with its own legal status and powers to enter into ontrats and employ staff. Governors are memers of the statutory Corporation and, in priniple, annot e individually liale for the dets of the statutory ody. As long as memers ensure that Corporation does not exeed its powers in law, and as long as memers exerise a duty of skill and are, and at reasonaly, honestly and prudently, in good faith in the interests of the Corporation, individual memers should not e held personally liale. The ollege has taken out liaility insurane for governors and offiers in respet of any laim against them of an atual or alleged reah of ontrat or wrongful at to a limit of indemnity of 2m in any one period of insurane. 28 Provision of Independent Advie To ensure that Corporation Memers are ale to arry out their duties, in aordane with reommendations y the Cadury Committee for diretors of puli limited ompanies, the Clerk may seek independent professional and legal advie on ehalf of the Corporation. (i) (ii) Corporation Memers shall have the right to take advie from:- The Corporation s advisers; or If neessary, at the Corporation s expense, independent advisers On any matters onerning the exerise of their powers and responsiilities. Suh matters shall inlude advie on their legal, aounting and regulatory duties, ut exlude advie to individual Corporation Memers onerning their own respetive personal interests in relation to the Corporation. A memer who intends to seek advie under this proedure shall give prior written notie to the Clerk to the Corporation of Governors and notie should ontain:- A summary of issues on whih advie is sought; and

13 If independent advie is sought (ie not from the Corporation s advisers), the name(s) of the advisers whom the Memer proposes to instrut together with a short explanation of the reasons why onsultation with the Corporation s advisers on the partiular issue(s) is onsidered to e inappropriate. The Clerk shall forthwith deliver a opy of the notie to the Chair of the Corporation of Governors and the Prinipal. (iii) (iv) (v) (vi) (vii) The Chair shall e authorised y the Corporation authorise the payment or ontriution of up to 1,000 towards the ost of independent professional advie under this proedure, provided that the total of all suh payments and ontriutions in any finanial year of the College does not exeed 1,000. The Chair shall deide whether to authorise suh payment or ontriution as soon as pratiale after reeiving a opy of the notie seeking advie under this proedure an in any event within 10 working days. The deision shall e made after onsultation with the Prinipal. The Clerk will notify the memer in writing whether the osts for the professional advie are payale y the Corporation and, if they are not, rief reasons shall e stated in support of the deision. Any advie whih is otained under this proedure shall, on request, e made availale to all Corporation Memers. Referenes in this order to the Chair shall inlude, in his or her asene referenes to the Vie-Chair. 29 Appliation of the College Seal The Clerk to the Corporation will hold the College seal. Where a deed or doument, for example relating to a sale of land, requires the ollege seal it must e sealed y the Clerk to the Corporation, or in his/her asene the VP Finane & Resoures, and authorised y the signature of two Governors as agreed in the Finanial Regulations. The Clerk to the Corporation will report the use of the ollege seal to the next Corporation meeting. 30 Chair a The responsiilities of the Prinipal and Corporation are set out in the Instrument and Artiles of Government (see also the Chair s Jo Desription). d The relationship etween the Prinipal, the Chair and Corporation is a key relationship. The Prinipal is the Chief Exeutive of the ollege. The Chair will meet regularly with the Prinipal and the Clerk to ensure that the Chair is kept fully informed of relevant College issues and to ensure that Corporation usiness is progressed. The Chair of any ommittee is required to manage the deate on items of a ontentious nature; this may require fixed time limits and the need for summaries y the parties expressing a differene of opinion. The Chair may need to make urgent deisions etween meetings and is authorised to at or agree ation with the Prinipal on ehalf of the Corporation under Chairman s Ation. The Chair must report any Chair s Ation to the next full Corporation meeting.

14 31 Openness & Confidentiality a Beause of the Corporation s puli aountaility and the importane of onduting its usiness openly and transparently, Governors should ensure that, as a general priniple, students and staff of the College have free aess to information aout the proeedings of the Corporation. Aordingly, agendas, minutes and other papers relating to meetings of the Corporation are normally availale for puli inspetion when they have een approved for puliation y the Chair. The College has in plae a Freedom of Information Puliation Sheme and the Corporation of Governors reognises the impliations and requirements under the Freedom of Information At (FOIA). There will e oasions when the reord of disussions and deisions will not e made availale for puli inspetion; for example, when the Corporation onsiders sensitive issues or named individuals and for other good reasons. Suh exluded items will e kept in a onfidential folder y the Clerk, and will e irulated in onfidene to Governors. Some onfidential items are likely to e of a sensitive nature for a ertain period of time only (for example information relating to a proposed ommerial transation or a ollaoration with another institution). The Corporation should speify how long suh items should e treated as onfidential or, if this is not possile, suh items should e reviewed from time to time to onsider whether the onfidential status should e removed and the item made availale for puli inspetion. Criteria for Confidentiality d Provided elow is a list of the delared issues whih will e lassified as onfidential y the Corporation, and as suh aess to related agendas, minutes, papers will e restrited. The Freedom of Information exemption likely to e relied upon is given. If a request for an item was reeived the Clerk to the Corporation would review the item to onfirm whether the onfidential lassifiation remains valid and timely, and advise the requests aordingly, following onsideration of the puli interest test. There is a general presumption that it is in the puli interest to dislose information, ut this must e alaned against the need to failitate effetive governane and puli administration. Therefore, there may e partiular puli interest onsiderations in favour of refusing the request. In effet the qualified exemptions provide the puli interest onsiderations for withholding information. The Corporation reserves the right to add to or amend this list as it deems neessary. (i) (ii) Commerial Sensitivity (Setion 43 of the FOIA ommerial interests qualified)for example: if the puliation of the information would, if known during pre-ontat negotiations, disadvantage the College finanially. Any Named Individual (Setion 40 of the FOIA Personal Information asolute) e.g. employee, proposed employee, ex employee, student, proposed student, ex-student, Clerk, former Clerk, Governor, former Governor, prospetive Governor to inlude issues of performane and ehaviour for all individuals.

15 (iii) Changes to Staff Terms and Conditions (Setion 40 Personal Information asolute, Setion 43 Commerial Interests qualified, Setion 36 Prejudie to effetive ondut of puli affairs, Setion 22 Information intended for future puliation qualified). Disussions and deisions relating to proposals to hange pay or Conditions of Servie, inluding remuneration of SMT, and restruturing and redundany issues. (iv) Matters requiring approval from the Seretary of State or the Skills Funding Ageny as required. Review of Confidentiality in line with Nolan Seond Report The Corporation will indiate when lassifying an item as onfidential whether the onfidentiality of the item will e sujet to review. Where it is not sujet to review the item will e treated as onfidential on a permanent asis. When a Projet is reviewed, the issue of onfidentiality will e onsidered. A Projet will generally e onsidered Confidential during the life of the Projet eause of ommerial sensitivities. Staff and student Governors have no right of aess to minutes dealing with matters in respet of whih they are required to withdraw from meetings under the College s Instrument of Government. It is important that the Corporation and its ommittees have full and frank disussions in order to take deisions olletively. To do so, there must e trust etween Governors with a shared orporate responsiility for deisions. Governors should keep onfidential any matter whih, y reason of its nature, the Chair or memers of any ommittee of the Corporation are satisfied should e dealt with on a onfidential asis. Sujet to the riteria aove approved minutes of Corporation and Committee meetings will e plaed on the College s wesite for a 12 month period. 32 Corporation as an Employer Staff working in the ollege are employees of, and have ontrats with, the Corporation, who is responsile for setting a framework for pay and onditions of servie and has legal responsiilities as an employer. The Health & Safety at Work At plaes a duty on employers and those responsile for plaes of work to ensure that oth employees and memers of the puli are proteted from risk. The Corporation is an Equal Opportunities employer. The Corporation s Equality & Diversity Poliy, Single Equality Sheme and Health & Safety poliies are reviewed regularly. The Prinipal is the named Health & Safety Champion. In line with the Puli Interest Dislosure At the Corporation has adopted a poliy whih aims to protet employees who, in good faith and in the puli interest, may draw attention to malpratie without fear of vitimisation. 33 Complaints Corporation is responsile for ensuring that the College Complaints Poliy and Proedure are operating effetively and may eome diretly involved if a omplaint is direted against the Prinipal, the Clerk or memers of the governing ody. Complaints against the Prinipal or the Governing Body should e addressed to the Clerk to the Corporation and will e referred to

16 the Chair of the Corporation or Vie Chair as appropriate. [See also College Complaints Proedure.] 34 Proedure for the Removal of a Memer from Offie 1. Asene from meetings for a period longer than six Months 1.1 The Clerk will e responsile for reording and monitoring the attendane of Memers at formally summoned Corporation and Committee meetings. If a memer is identified as having een unreasonaly asent from any meetings of whih (s)he is a memer for a period of longer than six months, without permission eing given y the Corporation, the Clerk will immediately notify the Prinipal and the Chair of the Corporation. 1.2 The Clerk will then write to the memer onerned explaining the position regarding his/her attendane and advising that this ould result in the memer's removal from offie. The memer should e asked to explain the reasons for the non-attendane at meetings. 1.3 The Clerk will then disuss the matter with the Chair and the Prinipal. The Chair shall deide, in onsultation with the Prinipal and the Clerk, whether or not the matter should e referred to the Governane and Searh Task Group and, if neessary, shall authorise the Clerk to onvene a speial meeting. If the Task group onsiders that the memer should e removed from offie, they shall make the appropriate reommendation to the Corporation and the Clerk shall onvene a meeting of the Corporation to onsider the matter. 2. Inaility or Unfitness 2.1 Any question as to whether or not a memer may e unale or unfit to disharge the funtions of a memer must e referred to the Clerk. 2.2 Should suh a question, regardless of its soure, e rought to the attention of the Clerk he/she shall immediately notify the Prinipal and the Chair of the Corporation. If it appears to the Chair that the matter should e pursued, he/she will deide, in onsultation with the Prinipal and the Clerk, whether or not further investigation is neessary and, if so, how this should e arried out. 2.3 The Chair will deide, in onsultation with the Prinipal and the Clerk, whether or not the matter should e referred to the Governane and Searh Task Group and, if neessary, shall authorise the Clerk to onvene a speial meeting. If the task

17 group onsiders that the memer should e removed from offie, they shall make the appropriate reommendation to the Corporation and the Clerk shall onvene a meeting of the Corporation to onsider the matter.

18 3. Meetings of the Corporation regarding the removal of a memer 3.1 Meetings of the Corporation at whih the removal of a memer is to e onsidered shall e onvened y the Clerk giving at least seven days notie. 3.2 The only persons entitled to attend suh meetings shall e memers of the Corporation and the Clerk, exept that the memer in question shall e invited to attend for part of the meeting in order to state his/her ase. He/she shall not partiipate in disussion or voting y the Corporation. 3.3 The Corporation shall deide whether or not the memer e removed from offie. Should this e the ase, the Clerk shall notify the governor in writing as soon as pratiale after the meeting. 3.4 A memer so removed shall have no right of appeal against the Corporation s deision.