Trustee Board Training & Induction

1. Trustee Board Training & Induction Martin Farr Martyn Williams Graham Atkinson

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

3. Objectives (continued) • Understand the meaning of “good governance” • Introduce Nolan’s principles of public life • Understand the meaning of “conflicts of Interest” • Highlight key documents and sources of information • Provide you with the opportunity to highlight your key areas of interest / concern

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

5. Our Mission, Vision,Values & Goals

6. Our Mission ‘To have a positive impact on the lives of all our students.’

7. Our Vision “Northumbria Students’ Union’s vision is to achieve excellence in meeting our members needs through student-led activities and services, to be recognised by students and the university as an essential focal point for community life as a student and to become indispensable to the overall quality of the student experience at Northumbria University”

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

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

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

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

12. Major Strategic Developments 2008-9 • First phase investment of circa £2million as part of a three year £5 million building transformation project • Transfer of City Site Catering and Retail to the University under a Joint Management Agreement from 1st September • Undertaking a feasibility study in partnership with the School of Arts and Social Sciences on a potential redevelopment of Stage 2 into the Performing Arts venue on Campus having mixed Students’ Union and academic uses • Developing stronger commercial partnerships with Sport Northumbria • Creation of a Coach Lane campus strategy • Significantly enhancing our commercial management information systems through the installation of EpOS • Developing a strategy for engaging our members through market research, electronic communication and effective, evidence-based representation

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

14. NEW GOVERNANCE STRUCTURE

15. Referendums & AGM Sub Committees Student Council Trustees Student Community Forums Senior staff Members

16. STUDENT COUNCIL

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

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

19. LEGAL STATUS

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

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

22. In simple terms ... • NSU is an unincorporated association ‘owned’ by its members • The Constitution defines our objectives • NSU is not a company but … • We are governed by UK & European Law as a business and employer like any other organisation

23. THE ROLE OF A TRUSTEE

24. What is a Trustee?

25. What is a Trustee? “Trustees are people who are elected or appointed by an organisation to sit on their governing body, the trustee Board, and make decisions on behalf of the organisation.” • www.governancehub.org.uk

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

27. Who are our Trustees? • Not more than five Sabbatical Trustees • Not more than four appointed Student Trustees • Not more than four Non-Student Trustees

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

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

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

31. What the Governing Document Says “The Trustees powers shall include but not be limited to ultimate responsibility for:- 61.2.1 The governance of the Union 61.2.2 The budget of the Union 61.2.3 The strategy of the Union, following a vote by members on the strategy and direction of the Union by electronic referendum” Ordinance and Regulations

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

33. What ‘Governance Hub’ Says • Acting only in the interests of the organisation • Avoiding personal benefit or the appearance of personal benefit • Working to the terms of the organisation’s governing document • Taking part in board meetings • Upholding the organisation’s values and vision • Protecting the organisation’s reputation

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

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

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

37. In a Nutshell…. • Here for tomorrow not today • Not representatives / no “hats” • Appointed Student Trustees have no representative mandate • Sabbatical Trustees not speaking for their role

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

39. Nolan’s Seven Principles of Public Life • Selflessness • Integrity • Objectivity • Accountability • Openness • Honesty • Leadership

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

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

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

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

44. Ultra Vires…Beyond the Powers of • Students’ Unions cannot - engage in activities / spend money • For any other purpose than those laid out in the aims and objectives of the Governing Document

45. In Simple Terms ... Ultra Vires prohibits Students’ Unions from spending resources on activities which do not directly affect students as students.

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

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

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

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

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