Management Board and Committee. Terms of Reference

Transcription

1 SETA FOR FINANCE, ACCOUNTING, MANAGEMENT CONSULTING AND OTHER FINANCIAL SERVICES Management Board and Committee Signed: May 2010 Fasset CEO Management Board & Committee 1 of 20

2 FASSET MANAGEMENT BOARD AND COMMITTEE TERMS OF REFERENCE 1. Management Board 2. Executive Committee 3. Skills Planning Working Committee 4. Quality Assurance and Learnerships Working Committee 5. Communications Working Committee 6. Finance Working Committee 7. Remuneration Working Committee 8. Audit Committee POLICY COMPILED BY: POLICY OWNER: Cheryl James Management Board POLICY ISSUE NUMBER: 4 POLICY EFFECTIVE DATE: September 2003 VERSION CONTROL Section Version Revision Date Page Reason for change Index /08/07 2 Combine QA/L-Ships Committee Amend quorum requirement Add 3 rd last bullet Amend quorum requirement Editorial Add Lifelong Learning 4 & 5 11 Combine QA/L-Ships Committee Amend membership requirement Amend quorum requirement Amend quorum requirement 8 19 Include Audit Committee /05/ Amended whole QA/L-Ships section Management Board & Committee 2 of 20

3 INDEX 1. Management Board 2. Executive Committee 3. Skills Planning Working Committee 4. Quality Assurance and Learnerships Working Committee 5. Communications Working Committee 6. Finance Working Committee 7. Remuneration Working Committee 8. Audit Committee Management Board and Committee 3 of 20

4 1. MANAGEMENT BOARD PURPOSE NAME The purpose of these terms of reference is to provide assurance to all stakeholders that the Management Board is fulfilling its obligations in terms of the constitution and the Skills Development Act. The committee shall be called the Management Board. SPECIFIC TERMS OF REFERENCE The Management Board (hereafter referred to as the Board) will retain full and effective control over Fasset, monitor the performance of the Chief Executive Officer and ensure that decisions, on material matters are in the hands of the Board. The purpose of the Board and the members thereof is to ensure that all fiduciary duties are carried out in the best interests of Fasset as a whole, regardless of the interests of the constituency that elected that member to the Board. The election of a member, through a representative constituency grouping, needs to be borne in mind when enacting any obligations as a board member and any possible conflicts of interests need to be declared. The role will specifically include but not be limited to: Providing strategic leadership, Ensuring sound governance, including appropriate risk management, Determining strategies and policies, Managing performance against agreed strategies and business plans, Managing the performance of the Chief Executive Officer in accordance with agreed performance outputs, Ensuring effective business management including the approval of the budget and business plan and the achievement of these, Promoting the objectives and interests of Fasset. Providing new board member orientation. The Board will have the right to unrestricted access to all Fasset information, records, documents and Property. Board members will have the right to take independent professional advice on all Fasset matters. All requests in this regard must be approved by the Chairman before the advice is sought and will be for Fasset s cost. COMPOSITION The Board will consist of 17 seats, comprised as follows: Management Board and Committee 4 of 20

5 QUORUM 8 employee representatives (4 representing trade unions, 4 representing professional bodies), 8 employer representatives, CEO, who will not have voting rights. Trade unions and professional bodies will be required to submit a list of the candidates who they have elected to represent their interests to the CEO. Employer representative elections will be conducted by way of electronic and postal ballot. The CEO will preside over the election process, which will be subject to an external audit. Members of the employer constituency, defined as employers and strategic partners, will elect, by way of a single vote and subsequent to a proper process of nomination, employer representatives. The disciplines detailed below will each be entitled to occupy a single seat and any member may nominate a candidate to stand for election to that seat. Where nominations are not received from one of the disciplines, the seat will automatically be allocated as a general employer seat and any member may nominate a candidate to stand for election to that seat. The Board reserves the right to amend the list of disciplines that will comprise the eight seats. Large accounting and auditing practices; Small accounting and auditing practices; Business and management consulting; The State representing the National Treasury, SARS and the Audit General; Development Corporations; Investment entities and trusts; Securities industry; Taxation services. Fifty percent of members shall constitute a quorum. PERIOD OF ESTABLISHMENT AND ATTENDANCE The Board shall be elected and serve for a period of two years. Representatives may stand for reelection at the end of their term of office. Failure by a representative to attend more than two meetings, without good cause (which shall be determined by the Chairman), will result in membership of the Board lapsing. The Board shall convene an annual general meeting of members, at least once in each financial year. The Management Board, in consultation with the Chief Executive Officer, shall determine the time, date and place for such meeting. The Board shall meet at least four times during the financial year. Management Board and Committee 5 of 20

6 FACILITATION AND CO-ORDINATION The Chairman, and in his/her absence the deputy chairman, will chair the meetings of the Board. Secretarial services will be provided by the Fasset office. ACCOUNTABILITY FUNDING The Board shall be accountable to the members of Fasset and the Minister of Labour in accordance with the constitution and legislation in place from time to time. Fasset will fund teas/lunches and administration costs. Travel and accommodation costs will be funded in accordance with the policy in place from time to time. Management Board and Committee 6 of 20

7 2. EXECUTIVE COMMITTEE PURPOSE NAME These terms of reference are intended to guide the committee tasked with overseeing the operational plans and implementation of strategies by the Management Team. Any deviations from these terms of reference will need the approval of the Management Board. The committee shall be called the Executive Committee (EXCO). 2.3 SPECIFIC TERMS OF REFERENCE EXCO will at no time have decision-making authority save for that authority delegated to it by the Board. EXCO s role will specifically include but not be limited to: Assisting in the establishment of strategies in compliance with the legislation, Acting as a sounding board for the Board and CEO on the translation of strategy into business objectives and operational plans, Providing guidance on the establishment of proposals, policies and the operational budget, Providing guidance and options in terms of operational expenditure, Providing guidance on matters relating to Human Resources and remuneration, Providing guidance on matters relating to information systems, Advising on matters affecting the effectiveness and efficiency of the Management Team, Approving development projects for funding. 2.4 COMPOSITION The Board will appoint members to EXCO in accordance with these terms of reference. To this end the Board will call for nominations from the members of the Board. EXCO will consist of seven members being the Chairman and Vice Chairman of the Board, Chairmen of the Finance and Communications working committees, one employer representative, one employee representative and the CEO. 2.5 QUORUM Fifty percent of members will constitute a quorum. 2.6 PERIOD OF ESTABLISHMENT AND ATTENDANCE Management Board and Committee 7 of 20

8 EXCO shall be appointed and function for a period of two years. EXCO shall meet at least four times a year. 2.7 FACILITATION AND CO-ORDINATION The Chairman of the Board, or in his/her absence a designate of his/hers, shall chair the meetings. Secretarial services will be provided by the Fasset office. 2.8 ACCOUNTABILITY EXCO shall, through the Chairman and/or CEO, report directly to the Board. 2.9 FUNDING Fasset will fund teas/lunches and administration costs. Travel and accommodation costs will be funded in accordance with the policy in place from time to time. Management Board and Committee 8 of 20

9 3. SKILLS PLANNING WORKING COMMITTEE PURPOSE NAME These terms of reference are intended to guide the committee tasked with advising Fasset on general matters relating to Workplace Skills Plans and the Sector Skills Plan. Any deviation from these terms of reference will need the approval of the Board. The committee shall be called the Skills Planning Working Committee. SPECIFIC TERMS OF REFERENCE The committee shall advise Fasset and make recommendations to the Management Board in respect of the following: Registration, functions and training of Skills Development Facilitators and other stakeholders, including other identified projects and events, Submission of Workplace Skills Plans, Disbursement of skills development grants, Compilation of the Sector Skills Plan, Monitoring and evaluating implementation of the Sector Skills Plan, Research and development in respect of Workplace and Sector Skills Plans, Monitoring the business plan and budget assigned to the function. COMPOSITION The Board will call for nominations for the Chairman of the committee from amongst its members. Nominations for the committee will be called for from Fasset stakeholders. The Board will ensure that the interests of all sub-sectors and stakeholders are adequately represented on the committee. The committee will consist of the number of representatives deemed necessary to represent all stakeholders and having an interest or specialization in the field. The Director of Skills Planning will be a permanent member of the committee. The CEO will be an ex-officio member of the committee. Stakeholders must indicate their willingness to serve on the committee in writing. Should a member wish to resign or withdraw, they must do so in writing. The committee may choose to co-opt specialists onto the committee should they deem it necessary. Management Board and Committee 9 of 20

10 QUORUM No quorum is necessary due to the nature of the committee. PERIOD OF ESTABLISHMENT AND ATTENDANCE The committee shall be appointed and function for a period of two years. The committee shall meet at least four times a year. FACILITATION AND CO-ORDINATION The Board member appointed as chairman of this committee by the Board, or in his/her absence his/her designee, shall chair the meetings. Secretarial services will be provided by the Fasset offices. ACCOUNTABILITY FUNDING The committee shall, through the Chairman and/or Director of Skills Planning, report directly to the Board. Fasset will fund teas/lunches and administration costs. Travel and accommodation costs will be dealt with in accordance with the policy in place from time to time. Management Board and Committee 10 of 20

11 4. QUALITY ASSURANCE AND LEARNERSHIPS WORKING COMMITTEE PURPOSE These terms of reference are intended to guide the committee, tasked with advising Fasset on general matters, relating to learnerships and qualifications and the effective management of its quality assurance obligations, in its role as an Education and Training Quality Assurance Authority. Any deviation from these terms of reference will need the approval of the Board. NAME The committee shall be called the SPECIFIC TERMS OF REFERENCE Quality Assurance and Learnerships Working Committee The committee shall make recommendations and advise the Fasset Management Board on Quality Assurance,Learnerships and qualifications, including financing that pertains to these three areas. The committee shall offer advice and make recommendations in accordance with the legislation applicable at the time. Quality Assurance: The committee shall make recommendations and advise on: 9. Devising, updating and maintaining a Quality Management System, with appropriate reporting, information systems and procedures. 10. Establishing systems for the: i. monitoring, ii. evaluation, iii. reporting and; iv. auditing of i. the accreditation of providers; ii. the registration of assessors and moderators and; iii. the certification of learners. Management Board and Committee 11 of 20

12 11. Recommendations for: i. new or modified unit standards and; ii. new or modified or qualifications. 12. The quality assurance of providers, Quality Assurance Partners and professional bodies, including monitoring and evaluation. Learnerships and qualifications The committee shall make recommendations and advise on: 1. The identification, research, development and design of priority learnerships and qualifications. 2. The management of learnership administration, including the managing of the relationship between the learnerships and the ETQA function. 3. The co-ordination of learnerships and qualifications in the sector and across sectors. Financing The committee shall make recommendations and advise on: 1. The financing of: a. Grants for ETQA/Learnerships; b. Research pertaining to ETQA/Learnerships and c. Budget allocations for ETQA/Learnerships. 2. Monitoring of the business plan and budget assigned to the ETQA/Learnerships function. COMPOSITION The Board will call for nominations for the Chairman of the committee from amongst its members. Nominations for the committee will be called for from stakeholders in the sector. The Board will ensure that the interests of all sub-sectors and stakeholders are adequately represented on the committee. The committee will consist of the number of representatives deemed necessary to represent all stakeholders and having an interest or specialization in the field. The Director of Learnerships and ETQA will be a permanent member of the committee. The CEO will be an ex-officio member of the committee. Stakeholders must indicate their willingness to serve on the committee in writing. Should a member wish to resign or withdraw, they must do so in writing. The committee may choose to co-opt specialists onto the committee should they deem it necessary. QUORUM Management Board and Committee 12 of 20

13 No quorum is necessary due to the nature of the committee. PERIOD OF ESTABLISHMENT AND ATTENDANCE The committee shall be appointed and function for a period of two years. The committee shall meet at least four times a year. FACILITATION AND CO-ORDINATION The Board member appointed as chairman of this committee by the Board, or in his/her absence his/her designee, shall chair the meetings. Secretarial services will be provided by the Fasset offices. ACCOUNTABILITY The committee shall, through the Chairman and/or Director of ETQA and Learnerships, report directly to the Board. FUNDING Fasset will fund teas/lunches and administration costs. Travel and accommodation costs will be dealt with in accordance with the policy in place from time to time. Management Board and Committee 13 of 20

14 5. COMMUNICATIONS WORKING COMMITTEE PURPOSE NAME These terms of reference are intended to guide the committee tasked with advising Fasset on general matters relating to communication and marketing. Any deviation from these terms of reference will need the approval of the Board. The committee shall be called the Communications Committee. SPECIFIC TERMS OF REFERENCE The committee shall advise Fasset and make recommendations to the Management Board in respect of the following: Developing and implementing a communications and marketing strategy and all related policies and procedures, Supporting liaison activities across all provinces, including government departments, others SETAs and SAQA functions, Promoting and enhancing the interests of Fasset amongst all stakeholders, Supporting and advising other committees on the implementation or their respective communications plans, Monitoring the business plan and budget assigned to the function. COMPOSITION QUORUM The Board will call for nominations for the Chairman of the committee from amongst its members. Nominations for the committee will be called for from stakeholders in the sector. The Board will ensure that the interests of all sub-sectors and stakeholders are adequately represented on the committee. The committee will consist of the number of representatives deemed necessary to represent all stakeholders and having an interest or specialization in the field. The Marketing and Communications Manager will be a permanent member of the committee. The CEO will be an ex-officio member of the committee. Stakeholders must indicate their willingness to serve on the committee in writing. Should a member wish to resign or withdraw, they must do so in writing. The committee may choose to co-opt specialists onto the committee should they deem it necessary. Management Board and Committee 14 of 20

15 No quorum is necessary due to the nature of the committee. PERIOD OF ESTABLISHMENT AND ATTENDANCE The committee shall be appointed and function for a period of two years. The committee shall meet at least four times a year. FACILITATION AND CO-ORDINATION The Board member appointed as chairman of this committee by the Board, or in his/her absence his/her designee, shall chair the meetings. Secretarial services will be provided by the Fasset offices. ACCOUNTABILITY FUNDING The committee shall, through the Chairman and/or Marketing and Communications Manager, report directly to the Board. Fasset will fund teas/lunches and administration costs. Travel and Accommodation costs will be dealt with in accordance with the policy in place from time to time. Management Board and Committee 15 of 20

16 6. FINANCE WORKING COMMITTEE PURPOSE NAME These terms of reference are intended to guide the committee tasked with advising Fasset on general matters relating to finance and financial management. Any deviation from these terms of reference will need the approval of the Board. The committee shall be called the Finance Committee. SPECIFIC TERMS OF REFERENCE The committee shall advise Fasset and make recommendations to the Management Board in respect of the following: Monitoring and reporting on the financial operations, internal financial policies, budget performance and facilities affairs, Consolidating and recommending the annual budget, Providing guidelines and reporting on levy collection and grant disbursements, Opening bank accounts and authorizing bank signatories, Recommending the insurance portfolio, Recommending the investment approach, Receiving, considering and recommending the financial reports, Recommending plans for and monitoring the progress of major capital and infrastructure work, Preparing and monitoring the business plan and budget assigned to the committee. COMPOSITION The Board will call for nominations for the Chairman of the committee from amongst its members. Nominations for the committee will be called for from stakeholders in the sector. The Board will ensure that the interests of all sub-sectors and stakeholders are adequately represented on the committee. The committee will consist of a minimum of four and a maximum of six members who have an interest or specialisation in the field. The CEO and/or COO will be a permanent member of the committee. The Finance Manager will attend all meetings of the committee. Stakeholders must indicate their willingness to serve on the committee in writing. Should a member wish to resign or withdraw, they must do so in writing. Management Board and Committee 16 of 20

17 QUORUM The committee may choose to co-opt specialists onto the committee should they deem it necessary. Sixty seven percent of members will constitute a quorum. PERIOD OF ESTABLISHMENT AND ATTENDANCE The committee shall be appointed and function for a period of two years. The committee shall meet at least four times a year. FACILITATION AND CO-ORDINATION The Board member appointed as the chairman of this committee by the Board, or in his/her absence his/her designee, shall chair the meetings. Secretarial services will be provided by the Fasset offices. ACCOUNTABILITY FUNDING The committee shall, through the Chairman and/or CEO, report directly to the Board. Fasset will fund teas/lunches and administration costs. Travel and accommodation costs will be dealt with in accordance with the policy in place from time to time. Management Board and Committee 17 of 20

18 7. REMUNERATION WORKING COMMITTEE PURPOSE NAME These terms of reference are intended to guide the committee tasked with advising Fasset on general matters relating to remuneration. Any deviation from these terms of reference will need the approval of the Board. The committee shall be called the Remuneration Working Committee. SPECIFIC TERMS OF REFERENCE The committee shall advise Fasset and make recommendations to the Management Board in respect of the following: Establishing and maintaining competitive, fair, equitable and market-related compensation policies and plans to attract, motivate and retain talented people, Reviewing the structure and administration of various compensation plans, Recommending and overseeing a policy for the remuneration of employees, Ensuring that Fasset applies its stated remuneration policy impartially and consistently. COMPOSITION QUORUM The Board will appoint members to the committee in accordance with these terms of reference. The committee will consist of three members namely: the Vice Chairman of the Board, the Chairman of the Finance Committee and one other Board member. The committee may choose to co-opt specialists onto the committee should they deem it necessary. Sixty seven percent of members will constitute a quorum. PERIOD OF ESTABLISHMENT AND ATTENDANCE The committee shall be appointed and function for a period of two years. The committee shall meet at least twice a year. Management Board and Committee 18 of 20

19 FACILITATION AND CO-ORDINATION The Board member appointed as the chairman of this committee by the Board, or in his/her absence his/her designee, shall chair the meetings. Secretarial services will be provided by the Fasset offices. ACCOUNTABILITY FUNDING The committee shall, through the Chairman and/or CEO, report directly to the Board. Fasset will fund teas/lunches and administration costs. Travel and accommodation costs will be dealt with in accordance with the policy in place from time to time. Management Board and Committee 19 of 20

20 8. AUDIT COMMITTEE The Audit Committee Charter will outline the specific details for this committee. (Refer to the Audit Committee Charter) Management Board and Committee 20 of 20