Governance and Management Structure

Governance and Institutional Organogram

The Governance of Newbold College of Higher Education

Membership and Terms of Reference
Voted on 23 May 2021

In September 2020 the Board of Governors voted a new structure for the governance of the College. In the light of the current reorientation of the College, the Board of Governors approved a revised structure in January 2021 and this latest revision of May 2021 proposed some additional appropriate changes in nomenclature and responsibilities.

Meets in January, March, May, July, September and November.

The Board of Governors has full executive powers as set out in its terms of reference below. It should also be noted that:

It recommends to the TED Executive Committee the appointment of the Principal
It recommends to the TED Executive Committee the appointment of the Head of the Centre for Ministry and Mission (CMM)
It recommends to the Annual General Meeting (AGM), in line with Charity Commission regulations, the appointment and remuneration of the Auditors
It recommends to the AGM in May or to the Stakeholder Forum in November names for the election of Governors as specified
It recommends any potential constitutional changes to the Newbold College Company Ltd at the AGM.

It also provides information updates through the Principal and CFO at the AGM in May, and at the Stakeholder Forum session in November.

Membership

TED President (Chair), BUC President (Vice-Chair), Principal (Secretary), TED Executive Secretary, TED CFO/Treasurer, TED Ministerial Association Secretary, TED Education Director, three Union Presidents nominated by the Presidents’ Group, SEC and NEC Presidents, five Governors nominated by the TED Executive Committee (including one secondary school head, two external experts from the Higher Education sector, and at least two lay members), BUC Education Director, and one lay member nominated by the BUC Executive Committee. Up to two staff observers, elected by the staff, are invited to attend meetings as appropriate and as invitees.

Terms of Reference

Function as the main policy-making body of the College
Decide the mission and strategic vision of the College, long-term academic and business plans and key performance indicators, ensuring that these meet the needs of the owners of the College
Decide on the College’s mission and vision statements and ensure that the direction and spiritual tone of the College are in keeping with the expectations of a Seventh-day Adventist higher education provider and as overseen by the College’s owners in consultation with stakeholders
Receive and respond to evaluations and reports from validating/accrediting bodies through the Senior Leadership Team and the College’s Learning, Teaching and Student Experience Council
Approve the College’s current and future plans of operations, including validations and external academic partnerships, and receive periodic reports to that end
Approve the College’s annual budget and long-term financial plans, receive regular reports which assure that operations remain within budget, approve salary and fee changes, and ensure that all resources are properly protected and that new revenue streams are pursued
Act as trustee for any property, legacy, endowment, bequest or gift in support of the work and welfare of the College
Ensure that systems are in place for meeting all the College’s legal obligations, including those arising from contracts and other legal commitments made in the College’s name
Be responsible for establishing a human resources strategy for the College
Receive assurances that appropriate provision has been made for the overall welfare of students
Conduct annual evaluations of the Principal in line with published guidelines
Ratify the appointment of other members of the Senior Leadership Team as recommended by the Chair in liaison with the Principal
Review and ratify new academic programmes at the College and discontinue current programmes as necessary
Set up appropriate ad hoc sub-panels that will report back to the full Board of Governors on specific matters requiring research beyond the capabilities of the larger Board membership
Ensure the assessment of risk and the maintenance and updating of a risk register, in line with UK government regulations with regard to higher education providers and property
Other items as appropriate.

An advisory sub-panel of the Board of Governors that meets as required and reports and recommends to the Board of Governors

Membership

TED President (Chair), BUC President (Vice-Chair), Principal (Secretary), TED Education Director, TED Ministerial Director, BUC Education Director, and the Board’s external expert from the Higher Education sector.

Terms of Reference

Act as a watchdog, making observations and recommendations to the Board of Governors on matters of governance, strategy and operation
Monitor and evaluate the work and effectiveness of the Board of Governors and its sub-committees, and of the Governors themselves.

An advisory sub-panel of the Board of Governors that meets as required and reports and recommends to the Board of Governors

Membership

TED CFO/Treasurer (Chair), Newbold CFO (Secretary), Principal, BUC Treasurer, SEC Treasurer, NEC Treasurer, a Union Treasurer from within the TED, and two Governors appointed by the Board of Governors (preferably possessing financial acumen).

Terms of Reference

Review the draft budget
Review and recommend yearly tuition and accommodation fees
Review operating and other financial reports
Review annual financial statements and reports
Monitor the financial health of the College and identify adverse financial trends or risks
Review yearly audit reports
Review salary structures
Review the financial viability of any additional staff positions
Review other major financial matters.

An advisory sub-panel of the Board of Governors that meets as required and reports and recommends to the Board of Governors

Membership

TED Executive Secretary (Chair), Academic Registrar (Secretary), Principal, TED Education Director, TED Communications Director, BUC Education Director, Head of CMM, a representative from recruitment/admissions appointed by the Senior Leadership Team.

Terms of Reference

Review and evaluate current recruitment initiatives, making recommendations for possible enhancements to SLT and the Board of Governors, as relevant and appropriate
Review current admissions requirements and processes, making recommendations for possible enhancements to SLT and the Board of Governors, as relevant and appropriate.

An advisory sub-panel of the Board of Governors that meets as required and reports and recommends to the Board of Governors

Membership

All the members of the panel shall be lay Governors of the College. The panel shall consist of not fewer than five members. At least one member of the panel should have recent and relevant financial experience. The Chair shall be CFO/Treasurer of the TED. Auditors in charge of the audit, Newbold’s CFO and the BUC CFO/Treasurer shall be regular invitees of the panel.

Terms of Reference

Review Newbold College’s internal and external audit reports by focusing on:

Any changes in accounting policies and practices
Major judgemental and risk areas
Effectiveness of internal controls and risk management
Significant adjustments resulting from each audit
The ‘going concern’ assumption
Compliance with accounting standards
Compliance with appropriate UK and overseas legal requirements
Avoidance of inaccurate or misleading information

Discuss problems and reservations arising from the work of the auditor
Review the auditor’s communication letter and management’s response
Ensure that there are no unsettled issues of significance between management and the auditor which could affect the underlying accuracy of the organisation’s financial reporting
Oversee the College’s policy on fraud and irregularity
Develop appropriate recommendations for review by the Board of Governors.

This advisory group receives a report on the operations of the College in November each year from the Board of Governors through the Principal. It may advise on issues of substance. It may also approve the appointment of Governors as specified, as recommended by the Board of Governors (see also the remit for the AGM, which also includes all members of the Stakeholder Forum).

Membership

TED President (Chair), BUC President (Vice-Chair), Principal, TED Executive Secretary, TED CFO/Treasurer, TED Directors, Field Presidents, Field Executive Secretaries, Field Treasurers and all lay members of the TED Executive Committee.

Attendance of the Field Executive Secretaries, Field Treasurers and TED Executive Committee lay members will be remotely via Zoom unless they are present at the TED’s End-of-Year Meetings.

The AGM is convened in May each year.

The AGM comprises all members of the Board of Governors, members of the Stakeholder Forum who are not Governors, College staff, and invited constituents.

In accordance with the College’s Memorandum and Articles of Association, and as per the Companies Act 2006, the AGM is legally required to:

Appoint the Auditors, as recommended by the Board of Governors (see under Board of Governors above)
Approve the remuneration of the Auditors, as recommended by the Board of Governors (see under Board of Governors above)
Approve the election of Governors as specified, as recommended by the Board of Governors (see also the remit of the Stakeholder Forum above, noting that the AGM also includes all members of the Stakeholder Forum)
Approve potential constitutional changes, as recommended by the Board of Governors (see under Board of Governors above)
Receive reports from the Principal and the CFO.

Institutional Organogram

Voted on December 2021