PETERBOROUGH REGIONAL COLLEGE FURTHER EDUCATION CORPORATION STANDING ORDERS

PETERBOROUGH REGIONAL COLLEGE FURTHER EDUCATION CORPORATION STANDING ORDERS Adopted March 2013 Reviewed and Updated April 2018 Page 1 of 19

PETERBOROUGH REGIONAL COLLEGE FURTHER EDUCATION CORPORATION INDEX to STANDING ORDERS 1. Introduction and General Page 3 2. Corporation Membership 4 2.1 Number and Categories of Members 4 2.2 External Members 4 2.3 Attendance at meetings by non-members 5 2.4. Term of Office of Members 5 2.5 Recruitment Selection and Appointment of Members 6 2.6 Attendance Requirements for Members 7 2.7 Code of Conduct and Register of Interests 7 2.8 Member Training and Development 8 2.9 Payments to Members 8 3. Roles and Responsibilities of Governors and Managers 3.1 Responsibilities of the Corporation 9 3.2 Committees 9 3.3 Principal & Chief Executive 11 3.4 The Senior Leadership Team 11 4. Cycle of Meetings and Public Accountability 4.2 12-month Calendar of Meetings 12 4.3 Special Meetings 12 4.4 Cancelled meetings; In-quorate meetings 12 4.5 Confidential matters 12 4.6 Annual Report & Financial Statements 12 5. Meetings 5.1 Agenda 12 5.2 Meetings Quorum, Voting, Rules of Debate, Participation 13 5.3 Minutes 16 5.4 Communications from the Governing Body 16 5.5 Publication and Archives 17 6. Clerk to the Corporation 17 7. Liability of Members 7.1 Insurance 18 7.2. Professional Advice 18 8. Whistle Blowing 9. Subsidiary Companies and Joint Ventures 10. List of Appendices Page 2 of 19

PETERBOROUGH REGIONAL COLLEGE FURTHER EDUCATION CORPORATION STANDING ORDERS 1.1. Introduction 1. INTRODUCTION AND GENERAL 1.1.1 Nothing in this document overrides the provisions of the Instrument and Articles of Government of Peterborough Regional College which are the primary authority for guidance on the conduct of the Corporation s business. However, this document sets out supplementary rules incorporating those additional protocols and practices which have been adopted. It is the authoritative source on these matters and replaces all previous decisions of the Corporation in these respects. 1.1.2 Every member of the Corporation and of its committees shall be bound by these Orders and by the College Code of Conduct for Governors and shall be expected to adhere to the seven principles of public life, as recommended by the Nolan Committee s report, Standards in Public Life. In summary, these are: (a) selflessness (b) integrity (c) objectivity (d) accountability (e) openness (f) honesty, and (g) leadership. 1.2 General 1.2.1 The Corporation has the status of an Exempt Charity for the purposes of The Charities Act 2011. Exempt Charities, although subject to general Charity Law, are not directly regulated by the Charity Commission, but by a Principal Regulator appointed by the Commission. The Skills Funding Agency currently remains the Principal Regulator for Further Education Corporations. 1.2.2 The Corporation is governed by the provisions of: The Education Acts as defined in Section 578 of the Education Act 1996 as amended. The Further and Higher Education Act 1992, as amended. The Instrument and Articles of Government, as set out in Further Education Corporations (former Further Education Colleges) (Modification of Instruments and Articles of Government) Order 2012. The Financial Memorandum of the Learning and Skills Council adopted by the Skills Funding Agency (SFA) ( the Financial Memorandum ). These Standing Orders. The Peterborough Regional College Financial Regulations (separately approved by the Corporation). Page 3 of 19

1.2.3 The Corporation is accountable to SFA for the use of public funds and has ultimate responsibility for the College s management and administration. The Corporation is also often referred to or described as the Governing Body or Board of Governors or Board. 1.2.4 The Financial Memorandum between the SFA and the College sets out the terms and conditions on which grant is made. The Board of Governors is responsible for ensuring the conditions of grant are met. As part of this process, the College must adhere to the Post-16 Audit Code of Practice ( the Code ) which requires it to have sound systems of financial and management control. These Standing Orders form part of this overall system of control. 1.3. Status of Standing Orders 1.3.1 These Standing Orders set out the Corporation s policies relating to the way in which it conducts its business and supersede all earlier issues. In so far as they expand or interpret the Instrument and Articles of Government they have been adopted as bye-laws of the Corporation as authorised by Article 23 of the Articles of Government and are printed in bold. In the event of any conflict between these Orders and either or both of the Further & Higher Education Act 1992 (the Act) and any subsequent legislation and the Instrument & Articles, the Act and the Instrument & Articles shall prevail. 1.3.2. These Standing Orders will be reviewed by the Corporation, normally annually, and this document was approved by the Board of Governors on 5 April 2017. 2 CORPORATION MEMBERSHIP 2.1 Number & Categories of Members 2.1.1. The Corporation has power to determine its own membership within parameters laid down by clauses 2 and 3 of the Instrument of Government. Membership was most recently re-determined by resolution of the Corporation on 24 th March 2011. 2.1.2 The membership of the Corporation is: 14 Ordinary Business Members 2 Staff Members 2 Student Members The Principal [Nineteen Members] 2.1.3 A record of the name, category, date of first appointment and any subsequent reappointment and term of office of each Member shall be kept by the Director of Governance and be available for inspection and be published in the Annual Report and Financial Statements in December each year. The address given by any Member shall be a private address or a business address as determined by the Member. Page 4 of 19

2.1.4. The Corporation has agreed a specification for the requirements for the role of a Member of the Corporation. 2.2. External Members The Articles of Government (Article 7) permit the Corporation to appoint External Members to the Committees [The Post-16 Audit Code of Practice suggests as best practice that there be External Members on the Audit Committee]. The Terms of Reference of each Committee determine whether External Members are appointed. 2.3. Attendance at Meetings by Other Persons. 2.3.1. The Instrument of Government (Clause 16) gives the Corporation powers to determine whether persons who are neither a Member of the Corporation, nor the Director of Governance, nor a Member (including External Members) of a Committee should be allowed to attend a meeting of the Corporation or Committee. 2.3.2. The Articles of Government (Article 8) require the policy of the Corporation on attendance at Corporation and Committee meetings (set out below) to be published on the College website and be made available for inspection at the College. 2.3.3. Peterborough Regional College bye-law attendance at meetings Meetings of the Corporation are not ordinarily open to the public. Meetings of Committees of the Corporation shall not be open to the public. A Member of the Corporation who is not a member of a particular Committee may attend a meeting of that Committee with the agreement of the Chairman of the Committee or by direction of the Chairman of the Corporation. An Observer (as defined in clause 2.3.4) may attend a Committee or Corporation Meeting. 2.3.4. Peterborough Regional College By-Law Observers. The Corporation of Peterborough Regional College has determined that there shall be a status of Observer. An Observer is a person having the right to all non-confidential agenda papers and minutes, and to attend meetings with full speaking (but not voting) rights. The Corporation has determined that all External Members shall have Observer status at meetings of the Corporation. Page 5 of 19

The Corporation has determined that the Principal shall have Observer status at meetings of the Governance and Search Committee and meetings of the Remuneration Committee. The Chair of the Corporation, or any Committee, may require the presence of any member of the staff of the College at any meeting or part thereof. 2.4. Term of Office of Members (including External Members, Observers) 2.4.1 The Term of Office of any Member (except the Principal and Student Members) shall normally be four years ending immediately before the date and month of appointment in the fourth year after appointment. 2.4.2. The Term of Office of the Student Members shall be one year from the first meeting in the Academic Year. 2.4.3. The Term of Office of the Principal as a Member shall be conterminous with his/her employment by the Corporation. 2.4.4. A Member, or External Member, may be re-appointed normally only on three occasions, (i.e. serve three terms) except that the Corporation may by positive resolution reappoint a Member on a fourth occasion if there are special reasons. 2.4.5 A member appointed to succeed another before the expiry of a Term of Office shall be deemed to be appointed to serve for a full term of four years unless otherwise agreed. 2.5. Recruitment, Selection and Appointment of Members 2.5.1. The appointing authority for any Member shall be as laid down in Clause 5 of the Instrument of Government, and is normally the Corporation. 2.5.2 Elections for nomination as Staff Member of the Corporation shall be conducted by the Director of Governance. Elections for nomination as Student Members shall be organised by the Student Union. 2.5.3 Members and External Members are required to confirm their eligibility to serve as Members which includes authorisation for a check to be made with the Disclosure and Barring Service. Members and External Members are required to state their continuing eligibility each year when updating their register of interests. 2.5.4 The eligibility, experience and qualifications of potential Members for appointment or reappointment to the Corporation or as an External Member shall be reviewed by the Governance & Search Committee of the Corporation, and a recommendation made to the Corporation. The Terms of Reference of the Governance & Search Committee shall be published on the College website. 2.5.5 In making recommendations the Governance & Search Committee shall seek to maintain a balance of qualities and experience within the Board (relating to Page 6 of 19

gender, age, working status, ethnic origin, business experience, educational experience, and community involvement). 2.5.6 A decision by the Board to appoint a person to Membership (or External Membership) shall be communicated to that person by the Director of Governance in writing. The letter of appointment shall set out the terms of appointment and the requirements of membership, and require signed acknowledgement. 2.6. Attendance Requirements 2.6.1 The Instrument of Government (Clause 10(2)) sets down minimal rules for attendance at Governing Body meetings: If at any time the Corporation are satisfied that any member (a) Is unable or unfit to discharge the functions of a member; (b) the Corporation no longer considers it to be in the best interest of the Corporation for the individual to be in office; or (c) has been absent from meetings of the Corporation for a period longer than 6 consecutive months without the permission of the Corporation: - The Corporation may by notice in writing to that member remove him from office and thereupon the office shall be vacant However the Corporation has decided that regular attendance at meetings is a most important element of successful governance, and makes this a condition of Membership. 2.6.2. Peterborough Regional College Bye-Law Attendance of Members. The Peterborough Regional College Further Education Corporation requires Members to attend every full meeting of the Corporation, and every meeting of a committee of the Corporation of which she/he is a member, or else having given prior notice of apologies to the Director of Governance. If the attendance of a Member becomes a concern, the Director of Governance will inform the Chair of the Corporation who will approach the Member, and they may by resolution of the Corporation be required to resign membership. 2.6.3. The Director of Governance will maintain a record of attendance of all Members at meetings of the Corporation or its committees, and report this at least annually to the Governance & Search Committee, who will bring any issues arising to the attention of the Chairman of the Corporation in the first instance, and if unresolved to the Corporation. 2.6.4 Members are expected to attend the Governors Strategy and Training Day each year and any non-attendance must be approved by the Director of Governance. In addition to meetings of the Corporation and its Committees the College will maintain a record of Governor involvement with the College through attendance at; Focus Groups; Appointment, Disciplinary or Grievance Page 7 of 19

Panels; visits to College activities; or events or attendance at Governor Development or Training sessions. 2.7. Code of Conduct and Register of Interests 2.7.1 Members (including External Members of Corporation Committees and Observers) and Senior Managers are required to subscribe to the Code of Conduct, and to register any relevant interest. 2.7.2. Annually each person shall be required to confirm their eligibility and interests. Failure to do so shall be reported by the Director of Governance, and the Member may by resolution of the Corporation be required to resign membership. 2.7.3. Instrument of Government Clause 11 requires that members do not hold interests in matters relating to the College and sets out the requirements for disclosure of members interests. The Director of Governance will maintain the Register of Member s Interests which is available by appointment with the Director of Governance at Peterborough Regional College. The Register will always be available for inspection at Governing Body Meetings. 2.8 Member Training and Development The Director of Governance provides members with relevant and appropriate circulars from the SFA, AoC and any other relevant organisations. Governing Body Meetings may also incorporate a training item. 2.9 Payments to Members (including External Members) 2.9.1 Except as detailed below, no payment shall be made to any member of the Corporation or any External Member or Observer, for any kind of service to the College except in exceptional and limited circumstances, and whereby a member is not remunerated as a Trustee but for an additional service they provide and sums involved are small. 2.9.2 The Principal and any Staff Member or Observer shall be entitled to be paid as part of their employment by the College for the time spent on Corporation business. 2.9.3 The Instrument of Government (Clause 11) allows a member of the Corporation to have an interest in the supply of goods or services to the College provided that at any meeting of the Corporation (or of a Committee or Management meeting acting with delegated powers at which that supply is to be considered) that interest is declared and the member concerned takes no part in the decision on whether or not a contract is placed. Any such interest must be notified in writing to the Director of Governance, who shall include it in the Register of Interests and declare it at the next Corporation meeting. 2.9.4. Governors (other than the Principal or Staff Governors, who shall be reimbursed as employees) shall be reimbursed for out of pocket expenses. Page 8 of 19

3. ROLES AND RESPONSIBILITIES OF GOVERNORS (CORPORATION) AND MANAGERS. The Articles of Government (Article 3) state the responsibilities of the Corporation. Articles 9 and 10 limit the power of the Corporation to delegate certain responsibilities. The Financial Memorandum also briefly outlines these responsibilities. 3.1 Responsibilities of the Corporation (Clause 3 I&A) (Those shown below in bold must not be delegated) (a) the determination and periodic review of the educational character and mission of the College, and the oversight of its activities; (b) publishing arrangements for obtaining the views of staff and students on the determination and periodic review of the educational character and mission of the College and the oversight of its activities; (c) approving the Quality Strategy of the College (d) the effective and efficient use of resources, the solvency of the institution and the Corporation and safeguarding their assets; including approving amendments of College Financial Regulations, and Audit arrangements, including appointment of Auditors, approval of Audit Needs Assessment, Strategic Audit Plans and Annual Audit Plans; and ensuring that appropriate financial considerations are taken into account in reaching decisions; (e) approving annual estimates of income and expenditure; (f) the appointment, grading, suspension, dismissal and determination of the pay and conditions of service of the Principal and holders of senior posts and the Director of Governance, including, where the Director of Governance is, or is to be appointed as, a member of staff, the Director of Governance s appointment, grading, suspension, dismissal and determination of pay in the capacity of a member of staff; (g) proposals to modify or revoke the Articles of Government or Byelaws or Standing Orders of Peterborough Regional College; (h) setting the policy by which the fees payable to the Corporation are determined (subject to terms and conditions of Funding Bodies in respect of courses funded by them) and ensuring that funds from these bodies are used only in accordance with attached conditions; (i) setting a framework for the pay and conditions of service of all other staff; (j) the approval of the annual self assessment report on performance of the College and the Governing Body; (k) the approval of all statements of Corporation Policy relating to the statutory responsibilities of the Corporation as an employer; Page 9 of 19

(l) authorising the application and authentication of the College Seal to any document (or related series of documents); (m) the approval of the Annual Report and Financial Statements; 3.1.2. The Corporation may delegate authority to act on its behalf in respect of any specific matter not reserved by paragraph 3.1. above to an individual or to a group of individuals, by resolution of the Corporation. 3.2. Committees 3.2.1. The Corporation has established five Standing Committees, whose terms of reference, composition, etc. are given as Appendices to these Standing Orders. Audit (Required by Article 6 of the Articles) Finance & General Purposes ( F & GP ) Governance & Search (Required by Article 5 of the Articles) Curriculum & Quality ( C & Q ) Remuneration ( Remuneration ) All committees and their members shall comply in all respects with and observe their terms of reference. The Terms of Reference of these committees are reviewed annually and are set out in Appendices A,B,C,D and E. 3.2.2 Election of Chair and Vice Chair of a Committee The Chair of a committee (and any Vice Chair of a committee) shall be appointed (and may also be removed) annually, ideally at the last meeting of the academic year (see clause 4.1), by the members of the committee and shall hold office for such period as the members of the committee may determine (normally for a period of one year). On the expiration of the term of office they shall be eligible for re-appointment. If both the Chair and Vice Chair of a committee are absent from a meeting of that committee, the members of the committee who are present shall choose one of their number to act as Chairman for that meeting. The Chair or Vice Chair of a committee may resign their respective position at any time by giving notice to the Director of Governance. The Principal and Chief Executive, staff and student members shall not be eligible to be appointed as Chair of a committee. 3.2.3 Decisions and Voting Resolutions at meetings of a committee shall be passed on the basis of a majority decision taken by those who attend and vote at a quorate meeting (see clause 5.2). All members of a committee will comply with the doctrine of collective responsibility and stand by a decision even if it was not taken unanimously. In the case of equality of votes, the Chair of the meeting (or in his/her absence the Vice Chair) shall have a second or casting vote. Members may not vote by proxy or by post. 3.2.4. The Corporation may appoint ad hoc Committees from time to time to carry out specific tasks. Page 10 of 19

3.2.5. Committees report after each meeting to the Corporation on their work; Minutes of all Committees are circulated to all members of the Corporation, subject to any restrictions imposed by the Instrument and Articles of Government. Corporation consideration of actions or proposals of Committees are based on reports of decisions of Committees, backed by such supporting documentation or argument as is required for the Corporation to make a properly informed decision, and not on line by line approval of minutes. A consent agenda format is operated and it is expected that all questions and queries are raised with the Director of Governance at least 24 hours prior to the meeting (see clause 5.1.2). 3.2.6 The Corporation attaches very high importance to meeting and understanding the views of learners and employers. There are Governor led activities with staff and learners which meet regularly. The reports of their activity are provided to the Corporation. 3.3 Principal and Chief Executive Subject to such limitations as are set out in the Instrument and Articles of Government, The Financial Memorandum, elsewhere in these Standing Orders or in the Corporation s Financial Regulations, the Principal as Chief Executive shall be responsible for the day to day running of the Peterborough Regional College (including any subsidiary companies associated with the College and in the Corporation) and in particular (Clause 3(2) I&A): (a) for making proposals to the Corporation about the educational character and mission of Peterborough Regional College, for implementing the decisions of the Corporation on these matters as set out in the College Strategic Plan; (b) for the organisation, direction and management of the institution and leadership of the staff; (c) for the appointment, assignment, grading, appraisal, suspension, dismissal, and determination of the pay and conditions of service of staff other than the Senior Post-holders (within the framework set by the Corporation); (d) for the successful determination of Peterborough Regional College s academic and other activities; (e) for preparing and delivering the annual budget based on income and expenditure including capital expenditure for consideration and approval by the Corporation; (f) for the maintenance of student discipline, and within the rules and procedures provided for within the Articles of Government of Peterborough Regional College, for the suspension or expulsion of students on disciplinary grounds and for implementing decisions to expel students for academic reasons. 3.4 The Senior Leadership Team Page 11 of 19

3.4.1 The Principal may delegate his/her authority (but not his/her responsibility) to any other Senior Postholder, or other Manager, or any other member of the Staff of the College, subject only to the limitations of the Articles of Government or the Financial Regulations of the College. 3.4.2. The Corporation designated Senior Postholders of Peterborough Regional College are: The Principal and Chief Executive Officer (CEO) The Vice Principal Corporate Services The Managing Director Business Services The Vice Principal Curriculum 4. CYCLE OF MEETINGS AND PUBLIC ACCOUNTABILITY 4.1. The Corporation shall meet on five occasions in each academic year. The Chairman and Vice Chairman of the Corporation and the Chairman of each Standing Committee of the Corporation shall be appointed at the last Meeting of the year (or in the case of committees, if appropriate, at the first meeting in the academic year of that committee). 4.2. At the July Meeting the calendar of scheduled meetings of the Corporation, and of Standing Committees of the Corporation for the following academic year shall be agreed. This may be revised and extended forward as required. The Governance & Search committee and the Remuneration committee are required to meet at least once in the year and are included in the calendar with additional meetings of the Governance & Search committee convened when required. 4.3. Special meetings of the Corporation (or of a Standing Committee) may be called as set out in Clause 12(4) of the Instrument of Government; by the Chair or at the request of any five members. Where the Chairman, or in his/her absence, the Vice Chairman so directs, on the ground that there are matters demanding urgent consideration, it should be sufficient if the written notice convening the meeting and the agenda therefore are given within such period, being less than seven days, as he/she specifies. 4.4. Any meeting of the Corporation, or of a Standing Committee of the Corporation may be cancelled by notice in writing from the Director of Governance if after consultation with the Chairman (or Committee Chairman) and the Principal it appears that there is insufficient business to justify a meeting, in which case any agenda papers or matters of report shall be circulated to members by the Director of Governance for formal receipt at the next meeting. If any meeting scheduled to take place cannot take place for lack of a quorum or other cause it shall be reconvened at the same time and place one week later or such other time as shall be specified by the Chairman (or Committee Chairman). 4.5 Where the Corporation (or a Committee) is to consider matters that the Corporation (normally through the Chairman) is satisfied should be dealt with on a confidential basis (see 5.3 below) that part of the meeting shall be separately minuted. Page 12 of 19

4.6 The Corporation shall each December prepare a Report and Financial Statements for the financial year previously ended (July 31 st ) as required by the Council, and make these available to any person at no charge. 5.1. Agenda 5. MEETINGS 5.1.1 The business of a formal meeting will be clearly set out in an agenda. The Agenda for any meeting of the Corporation or of any Committee shall be prepared by the Director of Governance in consultation with the Chairman, the Principal and any relevant member of the Senior Leadership Team. The Agenda will indicate the date of the meeting, the time of its commencement and its venue and be circulated to all members seven clear days in advance of the meeting. 5.1.2 Normally the agenda for the Corporation meeting will be divided into three sections. The first section will enable the Corporation to deal with preliminary matters (to include Chairman s announcements, Director of Governance s announcements, attendance and apologies for absence, declaration of interests by any member in respect of any items on the agenda, determination of membership, register of interests, vacancies and appointments). The second section of the agenda covers minutes, reports from Committees, items for information, and any items put forward for discussion and debate before decisions on approval are made. The third section, the Consents Agenda, deals with all other matters for decision. Items in the third section of the agenda will not be open for debate unless a member specifically gives notice in advance of the meeting (usually at least 24 hours notice) to the Director of Governance, that he or she wishes to see an item in this section debated or ask a question about it. All confidential items will be listed under a Part II agenda. 5.1.3 Any Other Urgent Business should only be used to cover urgent issues which arise after the agenda has been distributed. The Chairman of the meeting will need to be satisfied that an issue falling under any other urgent business is both proper business of the meeting and needs urgent attention. If he or she is not so satisfied the Chairman may rule such an item as out of order. Any member of the Corporation wishing to raise an item of urgent business should inform the Director of Governance before the meeting and give notice to the Director of Governance what the item is about and why it is urgent. 5.1.4 Reports of Committees to the Corporation shall be prepared by the Director of Governance in conjunction with the Committee Chair. 5.1.5 Agenda and papers for non-confidential meetings shall be made available for inspection by any person on request. 5.1.6 The Agenda and papers for confidential meetings shall not be published so long as the conditions causing the Corporation to deem them confidential shall continue to pertain. Page 13 of 19

5.2. Meetings General Quorum 5.2.1 Except where otherwise specified by the Instrument and Articles of Peterborough Regional College or Committee Terms of Reference the Quorum for meetings shall be at least 40% of the members entitled to attend. 5.2.2 If the number of members assembled for a meeting of the Corporation or a committee does not constitute a quorum, the meeting shall not be held. However, the Chairman may defer the commencement of the meeting within the scheduled day of the meeting, if he or she believes that a member or members may arrive late. If in the course of a meeting of the Corporation the number of members thereof present ceases to constitute a quorum, the meeting shall be terminated forthwith. If for lack of quorum a meeting cannot be held or, as the case may be, cannot continue, the Chairman shall, if he thinks fit, cause a special meeting to be summoned as soon as conveniently may be. 5.2.3. Voting procedures [Instrument of Government Clause 14.1., 14.2, 14.3:] (1) Every question to be decided at a meeting of the Corporation shall be determined by a majority of the votes cast by the members present and entitled to vote on the question. (2) Where at a meeting of the Corporation there is an equal division of votes on a question to be decided the Chairman of the meeting shall have a second or casting vote. (3) A member may not vote by proxy or by way of a postal vote. (4) Clauses 5 10 - These clauses specify circumstances under which the Principal, Staff Members, Student Members, or Director of Governance, may be precluded from speaking, voting or attending a meeting (see 5.2.5 below) 5.2.4 Rules of Debate The Chairman is responsible for the balance between giving the members the opportunity to contribute to discussions, avoiding repetition and making sure that the subject before the meeting is kept in view. All discussions at meetings will be conducted through the Chairman. Members are expected to respect the right of others to express their personal views at meetings, although nothing should be said or done which could bring the Corporation into disrepute. Members of the Corporation shall not be bound in their speaking and voting by mandates given to them by other bodies or persons. If the Chairman believes that a motion or recommendation is out of order or ultra vires the terms of reference of the Corporation or Committee, he or she Page 14 of 19

shall rule the item out of order. If a member wishes to challenge this ruling, the Chairman shall vacate the chair and the Vice Chairman, or, if necessary, another member shall act as Chairman and call on the Chairman who has made the ruling to speak in support of his or her ruling. The member challenging the ruling shall also be entitled to speak in favour of the challenge. The acting Chairman shall then put the matter to the vote and if the Chairman s ruling is upheld (by a simple majority) the item which is the subject of the ruling shall not be considered further. If the Chairman s ruling is not upheld the Chairman who has made the ruling will resume chairing the meeting and the item will be considered. Before the vote is taken the Director of Governance shall be given an opportunity to express his or her view on the ruling made by the Chairman. 5.2.5 Participation Except as provided by procedures made pursuant to article 16 of the Articles of Government, a member of the Corporation who is a member of staff at the institution, including the Principal only where appropriate, shall withdraw a) from that part of any meeting of the Corporation, or any of its committees, at which staff matters relating solely to that member of the staff, as distinct from staff matters relating to all members of staff or all members of staff in a particular class, are to be considered; b) from that part of any meeting of the Corporation, or any of its committees, at which that member s reappointment or the appointment of that member s successor is to be considered; c) from that part of any meeting of the Corporation, or any of its committees, at which the matter under consideration concerns the pay or conditions of service of all members of staff, or all members of staff in a particular class, where the member of staff is acting as a representative (whether or not on behalf of a recognised trade union) of all members of staff or the class of staff (as the case may be); and d) if so required by a resolution of the other members present, from that part of any meeting of the Corporation or any of its committees, at which staff matters relating to any member of staff holding a post senior to that member s are to be considered, except those relating to the pay and conditions of all staff or all staff in a particular class. A student who is under the age of 18 shall not vote on any question concerning any proposal:- (a) for the expenditure of money by the Corporation; or (b) under which the Corporation, or any members of the Corporation, would enter into any contract, or would incur any debt or liability (whether immediate, contingent or otherwise). Page 15 of 19

Except as provided by rules made under article 18(3) of the Articles of Government relating to appeals and representations made by students in disciplinary cases, a student member shall withdraw from that part of any meeting of the Corporation at which his conduct, suspension or expulsion is to be considered. In any case where the Corporation, or any of its committees, is to discuss staff matters relating to a member or prospective member of staff at the institution, a student member shall (a) (b) take no part in the consideration or discussion of that matter and not vote on any question with respect to it; and where required to do so by a majority of the members, other than student members, of the Corporation or committee present at the meeting, withdraw from the meeting. Any member who declares an interest in an item on the agenda shall take no part in the consideration or discussion of the matter in question and not vote on any question with respect to the matter. Unless there is a good reason to the contrary, this will be achieved by the member withdrawing from the meeting for the period in which the item in question is discussed. 5.2.6 Use of Teleconferencing and Electronic Communication for Meetings It is recognised that there may be occasions when attendance in person is not possible. On such occasions: (i) Members must notify the Director of Governance and will give as much notice as possible of their absence to enable decisions on quoracy. (ii) Members are encouraged in advance of the meeting to raise any issues that they would have raised at the meeting with the Chair, in order that the Chair can introduce those issues into the meeting discussion. (iii) A meeting includes a meeting at which the members attending are present in more than one room, provided that by the use of email, telephone or videoconferencing facilities it is possible for every person present at the meeting to communicate with each other. An email meeting may take place over a number of days. Where the Chair, or in the Chair s absence the Vice Chair(s), decides that there are matters requiring urgent attention, which can be resolved via email correspondence, then any decision should be reported to the next formal Board meeting. (iv) If a member wishes to take part in the meeting via video or teleconferencing facilities this should be requested in the first instance to the Director of Governance and the Chair of the Corporation or Committee. In making their decision the Chair and the Director of Governance will be mindful of whether the circumstances are appropriate and warrant such an agreement. Any video and teleconferencing facilities used must enable all participants, whether present in person or via the electronic facilities, to hear all participants in the meeting. Provision will be made for any video or teleconferencing facilities used to ensure they are secure to avoid breaches of confidentiality. 5.3. Minutes [Instrument of Governance Clause 15] Page 16 of 19

(1) Written minutes of every meeting of the Corporation shall be prepared, and, subject to paragraph (2) at every meeting of the Corporation the minutes of the last meeting shall be taken as an agenda item. (2) Paragraph (1) shall not require the minutes of the last meeting to be taken as an agenda item at a special meeting, but where they are not taken they shall be taken as an agenda item at the next meeting which is not a special meeting. (3) Where minutes of a meeting are taken as an agenda item and agreed to be accurate, those minutes shall be signed as a true record by the Chairman of the meeting. (4) Separate minutes shall be taken of those parts of meetings from which staff members, the Principal, student members or the Director of Governance have withdrawn from a meeting in accordance with clause 14(5), (6), (8), (9), or (10) and such persons shall not be entitled to see the minutes of that part of the meeting or any papers relating to it. 5.3.1. Minutes of all meetings of the Corporation or a Standing Committee shall be prepared by the Director of Governance in consultation with the Chair or Committee Chair respectively. 5.3.2. The Minutes of meetings of the Corporation shall, as soon as they have been approved by the Chairman, be available for inspection by any person on request, and be published on the College web-site and remain on the website for a minimum period of 12 months. 5.4. Communications from the Governing Body 5.4.1. Matters of general policy (or instructions on matters of policy) for notification of staff in general, or particular groups of staff, will be notified to staff by the Principal, copy to the Director of Governance. 5.4.2. Responses of Governing Body or Committee to reports or requests from individual members of staff will be notified to staff through to the Principal, copy to the Director of Governance. 5.4.3. Requests from Governing Body to the Senior Leadership Team (SLT) for information or reports for a following meeting will be notified to SLT members through the Principal and copied to the Director of Governance. 5.4.4 Notes of condolence or congratulation to individual members of staff on behalf of Governors or Committees will be sent by the Principal, copy to the Director of Governance, unless the Chair specifically requests that he send it personally, in which case it will be drafted by the Principal and sent to the Director of Governance for signature and issue. 5.4.5. Notes of congratulation etc. to groups of staff, or the whole staff, will be sent by the Principal (copy to the Director of Governance) unless the Chairman specifically requests that he send it personally, in which case it will be drafted Page 17 of 19

by the Principal and sent to the Director of Governance for Chairman s signature and issue. 5.5 Publication 5.5.1 Public Copies Copies of all agenda, working papers and minutes of Corporation or Corporation Committee Papers (other than Part II / confidential meetings) shall be kept in the Principal s Office for three years, and other than as set out below, shall as soon as reasonably practicable be made available for inspection by the public. There may be excluded from any item required to be made available any material relating to: a named person employed at or proposed to be employed at the college; a named student at, or candidate for admission to, the college; the Director of Governance; or any matter which, by reason of its nature, it is satisfied should be dealt with on a confidential basis or remain commercially sensitive. At every meeting members shall consider whether any of the items discussed should remain confidential and not be made available or should be subject to a more restricted circulation. 5.5.2. Official Records Signed Copies of all minutes (and of appendices to minutes) shall be filed separately for each Committee and the Corporation, and kept secure by the Director of Governance normally for one year and then transferred to the College Secure Archive at the College where they will be kept indefinitely. 5.5.3. Certified Copies of Minutes A certified copy of any minute shall be provided to any person requiring such a copy, by the Director of Governance on request, normally at no charge. 5.5.4 Web-site - Under Article 5(3), a copy of the Search committee s terms of reference shall be published on the college website and shall be made available for inspection at the college by any person during normal office hours. 5.5.5 Web-site - Under Clause 17(3), a copy of the signed minutes of every meeting of the Corporation shall be placed on the college website and remain thereon for a minimum period of 12 months. 6. DIRECTOR OF GOVERNANCE 6.1. The College employs a Director of Governance who provides clerking services to the Corporation Board. This is an independent role with an external line manager (the Chair of the Corporation). Page 18 of 19

6.2. The duties of the Clerkship are set out in the Instrument & Articles of Government 7.1. Insurance 7. LIABILITY OF MEMBERS The College shall maintain in place appropriate insurance to ensure that no Member or External Member has any personal or collective financial liability. 7.2. Professional Advice Any members, or the Director of Governance, after consultation with the Chair and Principal is entitled to seek advice from the College Solicitors (Eversheds, Cambridge) on any matter affecting his or her duties as a Governor. 8. WHISTLE BLOWING The Governing Body has adopted a formal policy on whistle blowing which is set out in Appendix F to these Standing Orders. 9. SUBSIDIARY COMPANIES AND JOINT VENTURES The Corporation is empowered to hold shares in or enter into Joint Venture arrangements with other organisations. 10. LIST OF APPENDICES Note: These appendices are held in a separate folder and on the College Web Site. A B C D E F Terms of Reference of the Audit Committee Terms of Reference of the Finance & General Purposes Committee Terms of Reference of the Governance & Search Committee Terms of Reference of the Remuneration Committee. Terms of Reference of the Curriculum & Quality Committee Whistle-Blowing Policy Page 19 of 19