Version: 1.2 8 th June 2011 Institutes of Technology Good Practice Guidelines for Governing Body 1
Document History Document Location GMIT Revision History Date of this revision: 30/07/2010 Date of next revision: 30/07/2011 Revision Revision Summary of Changes Number Date 0.1 03/06/2010 Various changes following Secretary / Financial Controllers Meeting 0.2 19/07/2010 Changes to 2.1, 2.4, 2.7 of Appendix 2, 2.5 of Appendix 11 and some grammar amendments 0.3 21/07/2010 Changes made by Arthur Cox - changes to the statutory references which were inconsistent throughout the document 1.0 29/07/2010 Issue of Document to all 13 Institutes of Technology 1.1 18/11/2010 Tailored document for GMIT to include the following: Appendix 13: Finance sub-committee Terms of Reference Appendix 14: Research sub-committee Terms of Reference Appendix 15: Strategic Collaboration/Alliance Committee Terms of Reference Appendix 16: Academic Council Code of Practice No. 1 21/12/2010 Appendix 12 updated to reflect 8 th Edition of the guidelines on compliance with the Ethics in Public Office Acts 1995 and 2001 (pages 41-42) 1.2 08/06/2011 Updated Academic Code of Practice No. 1 Changes marked Approvals This document requires following approvals Name Title Date Governing Body Jan 2011 2
Contents Section Page 1. Introduction 4 2. The Governing Body 4 2.1 General 4 2.2 The role and responsibilities of the Governing Body 4 2.3 Matters reserved for decision making by the Governing Body 5 2.4 Governing Body sub committees 6 2.5 Meeting procedure 8 2.6 Role and responsibility of the Chairman 9 2.7 Role and responsibility of President 10 2.8 Role and responsibility of the Secretary 12 3. Delineation of Governing Body and Executive Team Roles 13 4. Managing conflicts of interest/protocol for interacting with third parties 14 5. Governing Body effectiveness review process 15 6. Glossary 15 Appendices Appendix 1 Schedule of Matters Reserved for Governing Body Decision 17 Appendix 2 Code of Business Conduct for Governing Body Members 20 Appendix 3 Institute of Technology Acts 1992 to 2006, Second Schedule Governing Body 25 Appendix 4 Institute of Technology Acts 1992 to 2006 Third Schedule The Director 28 Appendix 5 Applicable Regulation & Legislation 30 Appendix 6 Audit Committee Charter 31 Appendix 7 Procedures for Obtaining Information on Relevant New Laws and Legislation 34 Appendix 8 Procedures for Decisions between Governing Body Meetings 35 Appendix 9 Statement Explaining Responsibility in Preparing/Approving Accounts, Internal Control and Audit 36 Appendix 10 Access to Advice by Governing Body Members 37 Appendix 11 Internal Audit Charter 38 Appendix 12 Ethics in Public Office 41 Appendix 13 Finance Committee Terms of Reference 43 Appendix 14 Research Committee Terms of Reference 45 Appendix 15 Strategic Collaboration/Alliance Committee Terms of Reference 47 Appendix 16 Academic Council Code of Practice No. 1 49 3
Institute of Technology Good Practice Guidelines 1. Introduction Governing Body members are appointed by the Minister for Education and Skills in accordance with the Institute of Technology Acts 1992-2006. This is an agreed sector wide document that has been prepared for Governing Body members. It reflects the Institute of Technology Acts and the Code of Governance of Irish Institutes of Technology and should be read in conjunction with the Institute of Technology Acts 1992 2006. These Good Practice Guidelines are intended to provide a concise overview of: The demarcation of the roles, functions, responsibilities and powers of the Governing Body, individual Governing Body members and the staff of the Institute; Powers delegated to various Governing Body sub committees; Matters reserved for final decision-making or pre-approval by the Governing Body; The policies and practices of the Governing Body in respect of matters such as corporate governance, declarations and conflicts of interest, governing body meeting documentation and procedures. 2 The Governing Body 2.1 General The role, functions and powers of the Governing Body, its members and committees, are set out in the Institutes of Technology Acts 1992 2006. In addition to the Acts, the Code of Governance of Irish Institutes of Technology is a guideline which identifies standards to be complied with to facilitate good governance. Governing Body members are fiduciaries of the Institute of Technology and should always act in the best interest of the Institute and not of their electing or nominating bodies. 2.2 The role and responsibilities of the Governing Body: 2.2.1 The functions of the Governing Body are set out in Section 7 of the Regional Technical Colleges Act 1992 (hereinafter referred to as the RTC Act 1992 ) as amended by Section 8 of the Institute of Technology Act 2006 7. (1) The functions of the governing body of a college shall be, in pursuance of the functions of the college under section 5 but within the constraints of the college s budget under section 13 1 (a) to control and administer the land and other property of the college, (b) to appoint the Chief Officer and such other staff as it thinks necessary for the purposes of the college, and (c) to perform such other functions as are conferred on it by this or any other Act. 1 Section 14 in the case of the DIT Act 4
(2) For the purpose of the appointment of the Chief Officer under subsection (1)(b), the governing body shall develop such interview and other procedures as in its opinion will best ensure participation in the selection process by candidates of a high calibre from both within and outside of the college and shall publish such procedures in such manner as it considers appropriate. (3) A governing body has, subject to this or any other Act, such powers as are necessary for the purposes of performing its functions. (4) A governing body may, from time to time, appoint such and as many committees, consisting either wholly or partly of members of the governing body, as it thinks necessary to assist it in the performance of its functions and may assign to those committees such of its functions as it thinks fit. (5) A committee appointed under subsection (4) shall operate in such manner as the governing body may direct and its acts shall be subject to confirmation by the governing body, unless the governing body otherwise directs. (6) In performing its functions a governing body, or, where appropriate, a committee shall (a) comply with such policy directions as may be issued by the Minister from time to time, including directions relating to the levels and range of programmes offered by the college, (b) have regard to the promotion and use of the Irish language as a language of general communication and promote the cultivation of the Irish language and its associated literary and cultural traditions, (c) have regard to the attainment of gender balance and equality of opportunity among the students and staff of the college and shall, in particular, promote access to education in the college by economically or socially disadvantaged persons, by persons who have a disability and by persons from sections of society significantly underrepresented in the student body, (d) ensure as far as it can that the college contributes to the promotion of the economic, cultural and social development of the State and to respect the diversity of values, beliefs and traditions in Irish society, and (e) have regard to the statutory responsibilities of other education providers. 2.2.2 The day to day operation of a Governing Body is governed by the Second Schedule of the RTC Act 1992, as amended by section 25 of the Institute of Technology Act 2006. See Appendix 3 for details. 2.3 Matters Reserved for Decision Making by the Governing Body 2.3.1 The reserved functions of the Governing Body are set out in section 21A of the RTC Act 1992 as amended by the Institute of Technology Act 2006. 5
21A. (1) Each college shall perform by resolution of its governing body such of the functions as are declared by this Act to be reserved functions and reserved function shall in this Act be construed and have effect accordingly. (2) The functions under sections 5(1) (a) to (j), 7 2, 9 3, 10 4, 21C 5, 21D 6 and 21E 7 are declared to be reserved functions 8. (3) Any dispute as to whether or not a particular function is a reserved function shall be determined by the Minister. (4) A Chief Officer shall assist the governing body in the performance of its reserved functions, in such manner as the governing body may require. (5) A governing body shall not perform by resolution of its members, or give a direction in relation to the performance of, a function that is not a reserved function. The Matters reserved for Governing Body Decision are listed in Appendix 1 2.4 Governing Body Sub Committees The Governing Body may appoint Governing Body sub committees and delegate powers to such committees [RTC Act 1992 Section 7 (2) of the RTC Act 1992 as amended by the Institute of Technology Act 2006]. The Governing Body recognises that while certain powers are delegated to these committees, the Governing Body retains ultimate accountability for such matters. The term of office of Governing Body sub committees will be in line with the term of office of the Governing Body. The Governing Body has the following sub-committees and the charters for these committees are attached at Appendices 6, 13, 14, 15 & 16. (i) Audit Committee Appendix 6 (ii) Finance Committee Appendix 13 (iii) Research Committee Appendix 14 (iv) Strategic Collaboration/Alliance Sub-Committee Appendix 15 In addition to the Governing Body Sub Committees, the Institute also has an Academic Council [section 10 Institute of Technology Acts 1992 to 2006]. The Terms of Reference of the Academic Council are contained in the Academic Council Code of Practice No. 1 which is attached at Appendix 17. 10. (1) Each college shall have an academic council appointed by the governing body to assist it in the planning, co-ordination, development and overseeing of the educational work of the college and to protect, maintain and develop the academic standards of the courses and the activities of the college. 2 Control and administer land and property and appoint the Chief Officer and staff and exercise other functions conferred on it by the Acts. 3 Appointment of a Director/President. 4 Make resolutions for the appointment of the Academic Council. 5 Adopt Strategic Development Plan. 6 Adopt Equality Policy. 7 Adopt Dispute Resolution Procedures. 8 Section K in the case of the DIT Act 6
( 2 ) ( a ) Each governing body may by regulations made under this section provide for the membership and terms of office of the academic council. ( b ) The majority of members shall be holders of academic appointments within the college and at least one shall be a registered student of the college. ( c ) The members appointed to the academic council shall hold office for a period of three years and shall be eligible for reappointment. (3) Without prejudice to the generality of subsection (1) the academic council shall have the following particular functions ( a ) to design, develop and assist in implementing courses of study consistent with the functions of the college; ( b ) to make recommendations to the governing body for the establishment of appropriate structures to implement the courses of study referred to at paragraph (a) of this subsection; ( c ) to make recommendations to the governing body on programmes for research and development work; ( d ) to make recommendations to the governing body for the selection, admission, retention and exclusion of students; ( e ) be responsible, subject to the approval of the governing body, for making the academic regulations of the college; ( f ) to propose to the governing body, subject to the requirements of the National Council for Educational Awards or any university or other authority to which section 5 (1) (b) applies, the form of regulations to be made by the governing body for the conduct of examinations and for the evaluation of academic progress; ( g ) to make recommendations to the governing body for the award of scholarships, prizes or other awards; ( h ) to make general arrangements for tutorial or other academic counselling; ( i ) to exercise any other functions, consistent with this Act, which may be delegated to it by the governing body; ( j ) to assist in implementing any regulations which may be made by the governing body concerning any of the matters aforesaid. (4) The academic council, with the approval of the governing body, may ( a ) establish such and so many committees, consisting either wholly or partly of persons who are not members of the college, as it thinks proper to assist the academic council in the performance of its functions under this Act, and ( b ) determine, subject to the provisions of this Act, the functions of any committee established under paragraph (a) of this subsection. (5) The acts of a committee established under subsection (4) (a) shall be subject to confirmation by the governing body unless the governing body dispenses with the necessity for such confirmation. (6) Subject to the provisions of this Act and to the directions of the governing body, the academic council may regulate its own procedure. 7
2.5. Meeting procedure Frequency, Agenda, Documentation and Minutes Meetings of the Governing Body will be held as frequently as the Governing Body considers appropriate for the dispatch of its business; The Governing Body Chairman, in conjunction with the President and the Secretary / Financial Controller will ensure that an agenda is prepared prior to the meeting that raises all relevant issues requiring attention and the Secretary / Financial Controller will ensure that the agenda and meeting papers are circulated to all Governing Body members normally 5 days in advance; The Governing Body shall ensure that minutes are maintained for all governing body meetings. The minutes will emphasise the recording of decisions made and key interventions. Minutes should avoid detailed commentary of all aspects of discussions; Every question at a meeting of a Governing Body shall be determined by a majority of the votes of members present and voting on the question and, in the case of an equal division of votes, the chairman of the meeting shall have a second or casting vote. The Governing Body has established standing orders in accordance with paragraph 13, Second Schedule of the RTC Act 1992 as amended by the Institute of Technology Act 2006. These Standing Orders are set out in Appendix [Insert the appropriate Appendix number]. Participation and Quorum Governing Body members will: use their best endeavours to attend Governing Body meetings, prepare thoroughly and participate fully and constructively in Governing Body discussions; contribute to the decision making of the Governing Body and share responsibility for the Governing Body decisions; advise the Governing Body Chairman or Secretary / Financial Controller of nonattendance at Governing Body meetings prior to each meeting; seek leave of absence from the Governing Body Chairman, when unavailable for Governing Body duties for extended periods of time. Please note that A member of the governing body who is absent from all meetings of the governing body for a period of six consecutive months, unless such absence was due to illness or was approved by the governing body, shall be disqualified at the expiry of such period from continuing to be a member of the said governing body for the remainder of that person's term of office. [RTC Act 1992paragraph 3.4 of the Second Schedule of the RTC Act 1992, as amended by the Institute of Technology Act 2006]. A quorum for a properly constructed Governing Body meeting is 6 members. [paragraph 3.4 of the Second Schedule of the RTC Act 1992, as amended by the Institute of Technology Act 2006] 2.6. Role and responsibilities of the Chairman 8
The Chairman of the Governing Body is appointed by the Minister for Education and Skills. If no such Chairman is appointed, or if at any meeting the Chairman is not present, the deputy-chairman if present shall be Chairman of the meeting. Where the position of deputy-chairman 9 is vacant, the Governing Body members present at the meeting shall choose a member to chair the meeting. The Chairman will: provide leadership to the Governing Body. As Chairman of its meetings he/she should promote its wellbeing and efficient operation, ensuring that its members work together effectively and have confidence in the procedures laid down for the conduct of business. ensure that meetings are managed and that the responsibility of the Governing Body is discharged, ensuring that the agenda adequately deals with the responsibilities of the Governing Body and that all agenda items are adequately discussed and that the Governing Body discharges its responsibilities in a businesslike way; encourage Governing Body members to prepare for and participate in meetings fully and effectively; proactively promote the development of appropriate skills to enable members to fully participate in meetings of the Governing Body; take particular care that the Governing Body observes the principles of good governance and that committees which play a central role in the proper conduct of the governing body s business report back appropriately; ensure that the collective responsibility of the Governing Body is safeguarded and that excessive influence on Governing Body decision making by individual members is avoided, while allowing Governing Body members the opportunity to fully contribute to Governing Body deliberations; through leadership of the Governing Body, play a key role in the strategic direction of the institution, but is not to be drawn into the day-to-day executive management; ensure compliance with the delineation of the Governing Body and Executive roles; provide support for and liaise with the President on significant matters; lead a periodic review by the Governing Body of its own effectiveness; sign the statement on the system of internal control along with the President. 9 Each Governing Body shall, from time to time as occasion requires, appoint from amongst its members (other than the chairman or the President) a member to be deputy-chairman thereof. [Paragraph 5(1) of Second Schedule, RTC Act 1992 as amended by the Institute of Technology Act 2006] 9
The Chair and President will forward to the HEA a signed annual governance statement covering: (i) (ii) (iii) (iv) (v) (vi) (vii) A statement that the Code of Governance and conduct have been adopted; Significant financial developments; An affirmation that government policy on pay is being complied with; An affirmation that procedures for financial reporting, internal audit, procurement and asset disposal are in place; Confirmation that the guidelines on capital proposals have been adhered to where appropriate; Confirmation that the guidelines on achieving value for money have been followed; A statement affirming compliance with tax laws. The statement must advise on any failure for non compliance with above and outline corrective action taken or contemplated. 2.7. Role and responsibilities of the President In accordance with the section 21B (1) and (2) of the RTC Act 1992 as amended by the Institute of Technology Act 2006 Every function that is not a reserved function shall be an executive function, and executive functions shall be performed by the Director. The position of Chief Officer / Director referred to in the legislation is performed by the President. The President must not seek to determine matters reserved for the Governing Body. The Third Schedule of the RTC Act 1992, as amended by the Institute of Technology Act 2006 details the role of the President, see Appendix 4 for extract. The President is a member of the Governing Body and would be expected to attend governing body meetings. The President shall: subject to the Acts, manage and direct the carrying on by the Institute of its academic, administrative, financial, personnel and other activities and for those purposes has such powers as are necessary or expedient (Third Schedule of the RTC Act 1992, as amended by the Institute of Technology Act 2006 ); implement the decisions of the Governing Body or ensure that they are implemented through the relevant part of the institution s management structure; develop the Governing Body agenda in consultation with the Chairman; ensure that Governing Body procedures are followed and reviewed regularly; initiate discussion and consultation including, where appropriate, consultation with the staff and the Academic Council on proposals concerning the institution s future development, and ensure that such proposals are presented to the Governing Body; operate within the budget allocated; inform the HEA if the Governing Body does not take action to ensure that no deficit is incurred by the Institute; ensure the Institute has an effective management team to ensure efficient management of the day to day activities of the Institute of Technology; 10
maintain regular contact with the Chairman and keep the Chairman informed of developments which might require the Chairman to take action on the Governing Body s behalf; report regularly to the Governing Body on key issues affecting the Institute of Technology including operational and management matters; provide a link between the Governing Body and staff; represent the Institute and its role in a strong, positive image to stakeholders; set the standards of behaviour for Institute staff; articulate the Institute of Technology s vision and create the right internal climate for staff; be responsible for signing the statement on the system of internal control together with the Chairman; provide information to the Governing Body regarding the performance of his or her functions as the Governing Body may from time to time require; (section 21B(3) of the RTC Act 1992, as amended by the Institute of Technology Act 2006); and put in place appropriate arrangements to monitor the outside employment / business interests of staff in conflict or in potential conflict with the business of the Institute of Technology; The Chair and President will forward to the HEA a signed annual governance statement covering: (i) (ii) (iii) (iv) (v) (vi) (vii) A statement that the Code of Governance and conduct have been adopted; Significant Financial developments; An affirmation that government policy on pay is being complied with; An affirmation that procedures for financial reporting, internal audit, procurement and asset disposal are in place; Confirmation that the guidelines on capital proposals have been adhered to where appropriate; Confirmation that the guidelines on achieving value for money have been followed; A statement affirming compliance with tax laws. The statement must advise on any failure for non compliance with above and outline corrective action taken or contemplated 11
2.8 Role and responsibilities of the Secretary The Secretary is responsible for ensuring that Governing Body members are fully aware of the appropriate rules, regulations and procedures in respect of the reserved functions of the Governing Body (refer section 3.1.1.5 Governance of Irish Institutes of Technology). The position of Secretary is normally held by the Secretary / Financial Controller. The Secretary will: provide the following information to new Governing Body members: Formal schedule of matters reserved to Governing Body for decision (Appendix 1); Procedure for obtaining information on relevant new laws and legislation (Appendix 7); Procedures for decisions between Governing Body meetings (Appendix 8); Details of Governing Body committees and terms of reference (Institute to insert Appendix here); Statement explaining responsibility in preparing/approving accounts, internal control and audit (Appendix 9); Inform them of access to Secretary to give advice to Governing Body members in respect of the reserved functions of Governing Body as statutorily defined (Appendix 10); Specific Institute information; Copy of this Code with relevant circulars and guidance notes; Any arrangements laid down for seeking professional advice (Appendix 10); Maintain records in accordance with legal and corporate governance best practice requirements (Including Register of Members interest); On behalf of the Governing Body in accordance with the collective nature of its responsibilities, seek outside legal or other advice as required; Provide as required the Governing Body as a whole and individual Governing Body members with detailed guidance as to how their responsibilities should be properly discharged in the best interest of the Institute; Keep abreast of, and inform the Governing Body of current corporate governance practice; Inform persons of their obligations under the Ethics in Public Office Act (refer to Appendix 12); and Maintain a register of declared conflicts of interests raised at Governing Body meetings. 12
3. Delineation of Governing Body and Executive Team roles Governing Body members and senior management have the common aim of achieving the strategic objectives of the Institute. It is essential they work together as an effective team. Respective roles and responsibilities should be based on mutual respect. In particular, the working relationship between the Chairman and President is key to the successful conduct of business. The Governing Body has an oversight responsibility for the management of the Institute, while the day-to-day responsibility rests with the President of the Institute. In the context of their role as Governing Body members, they have a collective responsibility for: approving strategies, policies and plans; monitoring the implementation of Government policies (Remuneration & Travel & Subsistence (Code ref 2.6.1)); monitoring and reviewing performance, in particular, the performance of the strategic plan through the use of key performance indicators (Code ref 2.13.2); representing the Governing Body at meetings and events when required; attending training events and keeping up to date with subjects relevant to the Institute s operations; ensuring that management is provided with all necessary information in its possession to enable management to fulfil its management responsibilities. The role of the Executive Team, under the direction of the President, includes, inter alia: the provision of leadership, vision and direction; the development of strategies, policies and plans for submission to the Governing Body for approval; the implementation of those strategies, policies and plans; the definition and promotion of the Institute s role in the community by developing mechanisms for gathering the views of customers and stakeholders and by keeping people informed in an open, accountable and responsible way; and ensuring that the Governing Body through the President is provided with all relevant information to enable the Governing Body to fulfil its governance responsibilities. 13
4. Managing conflicts of interest/protocol for interacting with third parties Governing Body members will: in advance of each meeting, consider each agenda item and identify any potential conflicts of interest and declare them to the Governing Body or Chairman or seek the advice of the Secretary / Financial Controller before or at the start of each meeting. Should a matter arise where there is a conflict of interest relating to the Chairman of the Governing Body he / she must absent himself / herself from the meeting while the issue is being discussed. In such a case a separate meeting record should be presented to the Chairman having the conflict of interest with the relevant information discussed removed. During the Chairman s absence the meeting will be chaired in accordance with paragraph 10 of the Second Schedule of the Institute of Technology Acts 1992 to 2006; not accept or give any gifts, or inducements where the value could make it appear that the person giving is attempting to influence the Member to gain advantage; act, and/or be perceived to act, impartially and not to be influenced in their roles as members by business or social relationships; treat information received while acting in this capacity as confidential; avoid the use of Institute resources or time for personal gain, for the benefit of persons/organisations unconnected with the institutions or its activities or for the benefit of competitors; comply with the Code of Business Conduct for Governing Body members; ensure that they are compliant with the Ethics in Public Office Act 1995 and Standards in Public Office Act 2001 (see Appendix 12 for guidance). It should be noted that in relation to contracts the paragraph 7(1) of the Second Schedule to the RTC Act 1992, as amended by the Institute of Technology Act 2006 provides that: 7. (1) A member of the governing body of a college who has (a) any interest in any company or concern with which the college proposes to make any contract, or (b) any interest in any contract which the college proposes to make, shall disclose to the governing body the fact of the interest and the nature thereof and shall take no part in any deliberation or decision of the governing body relating to the contract, and the disclosure shall be recorded in the minutes of the governing body. Paragraph 7(2) of the Second Schedule deals with the obligations of a member of a Governing Body who is related to a candidate for appointment by the Governing Body. 7. (2) A member of a governing body of a college who is related to a person who is a candidate for appointment by the governing body as an officer or servant of the college, shall disclose to the governing body the fact of the relationship and the nature thereof and shall, if the governing body so decides, take no part in any deliberation or decision of the governing body relating to the appointment, and the disclosure and decision shall be recorded in the minutes of the governing body. Former members of a Governing Body should treat sensitive information received and discussions held while acting in that capacity as confidential. 14
5. Governing Body effectiveness review process The effectiveness of the Governing Body shall: Be initiated by the Chairman of the Governing Body. Such a review may be undertaken by a subcommittee or carried out by an independent body. Feedback from such a review should be presented to the full Governing Body. 6. Glossary Term Chief Officer Director President Description The Chief Officer is the President of the Institute. Prior to the title of President, the position was called Director. The title of Director has now been amended to the President. The President holds the position of the Chief Officer within the Institute. 15
Appendices 1. Matters Reserved for Governing Body Decision 2. Code of Conduct for Governing Body Members 3. Institute of Technology Acts 2006, Second Schedule Governing Body 4. Institute of Technology Acts 2006, Third Schedule Director 5. Applicable Regulation & Legislation 6. Audit Committee Charter 7. Procedures for obtaining information on relevant new laws and legislation 8. Procedures for decisions between Governing Body Meetings 9. Statement explaining responsibility in preparing / approving Accounts, Internal Control and Audit 10. Access to Advice by Governing Body Members 11. Internal Audit Charter 12. Ethics in Public Office Act - Obligations 13. Finance Committee Terms of Reference 14. Research Committee Terms of Reference 15. Collaboration Committee Terms of Reference 16. Academic Council Code of Practice No. 1 16
SCHEDULE OF MATTERS FOR GOVERNING BODY DECISION APPENDIX 1 RESERVED FUNCTIONS RESERVED FUNCTIONS MUST BE EXERCISED ONLY BY RESOLUTION OF THE GOVERNING BODY (SECTION 21A(1) RTC ACT 1992, AS AMENDED) 1. Deciding what courses of study are appropriate (Section 5(1)(a) RTC Act 1992 as amended). 2. Entering into arrangements with (or approved by) HETAC/FETAC and/or such other authority approved by NQAI for the purpose of having higher education and training awards made (Section 5(1)(b) RTC Act 1992 as amended). 3. Deciding on appropriate research, consultancy and development work and related services (Section 5(1)(c) RTC Act 1992, as amended). 4. Entering into arrangements with other institutions in or outside Ireland for the purpose of offering joint courses of study and of engaging jointly in programmes of research, consultancy and development work (Section 5(1)(d) RTC Act 1992, as amended). 5. Deciding on the promotion/formation/shareholding and management participation in companies for promoting or assisting in the performance by the Institute of its functions. (Section 5(1)(e) RTC Act 1992 as amended). 6. Approval of award of scholarships, prizes and awards (Section 5(1)(f) RTC Act 1992, as amended). 7. Maintain, manage, administer and invest all the money and assets of the college (Section 5 (1)(g), RTC Act 1992 as amended). 8. Accept gifts of money, land or property upon such trusts and conditions specified by the donor provided that nothing in the conditions is contrary to the provisions of the Institutes of Technology Acts 1992-2006 (Section 5 (1)(h), RTC Act 1992 as amended). 9. 10. 11. 12. Acquisition of land subject to an túdarás approval (Section 5 (1)(i), RTC Act 1992 as amended). To act as necessary to further the objects and development of the college (Section 5 (1) (j) RTC Act 1992 as amended). To control and administer the land and other property of the college (Section 7(1), RTC Act 1992, as amended). Appoint and select the Director in accordance with procedures including the formation of a selection board as determined by an túdarás (Section 9 (1), RTC Act 1992 as amended). 17
13. Appoint and terminate the appointment of an Acting Director (Section 9(4) RTC Act 1992 as amended). 14. Appointment of staff as necessary (Section 7, RTC Act 1992 as amended). 15. 16. 17. 18. 19. 20. 21. Appointing and directing as many committees (consisting wholly or partly of governing body members) as necessary to assist in the performance of its functions (Section 7, RTC Act 1992 as amended). Performing such other functions as are conferred by statute (Section 7(1)(c) RTC Act 1992, as amended). Appointing an Academic Council and to provide for its membership and terms of office. (Section 10, RTC Act 1992 as amended). Approval of the functions and confirmation of the acts of the sub-committees of the Academic Council (Section 10 (4)(b) &10 (5), RTC Act 1992 as amended). Approval of a strategic development plan and provision of a copy of the approved plan to an túdarás and the Minister. (Section 21, RTC Act 1992 as amended). Approval of Policies in relation to access to education and equality (Section 21, RTC Act 1992 as amended). Establishment of dispute resolution procedures for disputes (other than industrial relations disputes) (Section 21(e), RTC Act, as amended). OTHER STATUTORY REQUIREMENTS 22. st Preparation of (and submission to an túdaras on the 1 day of March each year) a statement of proposed expenditure and expected income of the college (RTC Act 1992 Section 13 (1) as amended). 23. 24. 25. 26. 27. 28. 29. Preparation and publication of a report of its proceedings within 3 months of the end of each academic year (with copy to an túdarás and the Minister) (Section 14(1) RTC Act 1992 as amended). Provision of such information as is required to an túdarás and the VEC regarding the performance of its functions (Section 14(2) RTC Act 1992 as amended). Provision and Retention of a Seal of the college (Second Schedule RTC Act 1992, as amended). Appointment of deputy Chairman of Governing Body (Second Schedule RTC Act 1992, as amended). Appointment of acting Chairman for Governing Body meeting in the absence of a Chairman and Deputy Chairman (Second Schedule RTC Act 1992, as amended). Hold meetings as necessary for the performance of its functions (Second Schedule RTC Act 1992, as amended). The determination of a procedure for student admissions.(second Schedule RTC Act 1992, as amended). 18
30. 31. 32. The determination of a procedure for the exclusion of students.(second Schedule RTC Act 1992, as amended). Engage such consultants or advisors as is considered necessary for the performance of its functions (Second Schedule RTC Act 1992, as amended). Make regulations regarding the conduct of the affairs of the college (RTC Act 1992 Schedule 2, 14 (f)) MATTERS DERIVED FROM CODE OF GOVERNANCE/BEST PRACTICE 33. Approval of risk management policies. [Code of Governance Jan 2009 Section 3.15.3] 34. Approval for the operation of Bank Accounts in accordance with the Treasury Management policy. 35. Approval of cheque signatory (Executive / Management) authority. 36. 37. 38. 39. 40. 41. 42. 43. Approval of significant disposals and retirement of assets (including land) of the Institute or any of its subsidiaries (value at or above 70,000). [Code of Governance Jan 2009 Section 3.5.1] Approval for granting of access to property or infrastructure for commercial arrangements with third parties with an anticipated value at or above 70,000. [Code of Governance Jan 2009 Section 3.5.1] Approval where competitive tendering for disposal of assets have taken place and the highest bid was not accepted. [Code of Governance Jan 2009 Section 3.5.2] Approval for disposal of assets over 70,000 that is not to be put to competitive tendering process. [Code of Governance Jan 2009 Section 3.5.3] Approval for disposals to staff or persons connected. [Code of Governance Jan 2009 Section 3.5.5] Approval of all significant Financial Procedures. [Code of Governance Jan 2009 Section 3.1.1.12] Approval for the establishment of subsidiaries and any diversification from teaching and Research. [Code of Governance Jan 2009 Section 2.12.3] To put in place appropriate arrangement that ensures that management and employees are not involved in outside employment/ business that is in conflict with business of the Institute. Governance of Irish Institutes of Technology. (Sample Code of Conduct for nd Governing Body & Employees section 3.2.5 Integrity 2 bullet point page 49) 19
CODE OF BUSINESS CONDUCT FOR GOVERNING BODY MEMBERS APPENDIX 2 Code of Business Conduct for Governing Body Members of Institute of Technology The Code of Governance of Irish Institutes of Technology outlines the responsibilities of members of the Governing Body of the Institute. It is not possible to have a business code of conduct that will specifically provide for all situations that could arise. However, Governing Body members should be aware that it is their primary responsibility to ensure that their activities are ethical and are for the benefit of the Institute. 1. General Responsibilities of the Governing Body 1.1 The general responsibilities of the Governing Body can be found in the Governing Body Operational Guidelines. The Code of Business Conduct for Governing Body members of Institute of Technology is to be read in conjunction with these Guidelines. 1.2 Members of the Governing Body are expected to attend governing body meetings on a regular basis and be prepared by referring to source documentation in advance. The matters specifically reserved to the Governing Body for decision are set out in Appendix 1 of these Guidelines 1.1 Members of the Governing Body are expected to contribute to the decision making of the Governing Body and share responsibility for the Governing Body decisions. 1.4 Members of the Governing Body are encouraged to attend training events and keep up to date with subjects relevant to the Institute s operations. 1.5 Members of the Governing Body are expected to contribute to the work of subcommittees that may be appointed by the Governing Body. 1.6 Members may be expected to represent the Governing Body at meetings and events when required. 1.7 The Code of Business Conduct sets out 8 General Principles as follows: 2. The code of Business Conducts sets out 8 General Principles 2.1 Integrity (a) Following their appointment to the Governing Body of the Institute, each member should: (i) furnish to the Secretary of the Governing Body details of his/her employment and all other business interests including shareholdings, professional relationships etc. which might involve a conflict of interest in accordance with the Ethics in Public Office Acts, 1995 & 2001. (ii) Members of the Governing Body should also declare interests held by family members which he / she could be expected to be reasonably aware of and that may result in a conflict of interest. 20
(iii) For the purpose of declaration, persons or bodies connected to the members should include: o o o a spouse, parent, brother, sister, child or step child; a body corporate with which the member is associated; a person acting as a trustee of any trust, the beneficiaries of which include the member of family or body corporate. (iv) Each member of the Governing Body should furnish to the Secretary details of business interests as he/she becomes aware of them during their term as member of the Governing Body. (v) If there is any doubt as to whether this code requires the disclosure of the interest, the members should refer the matter to the Chairman. (b) (c) (d) Members of the Governing Body must be committed to competing vigorously and energetically but also ethically and honestly with other educational institutions, commercial and other providers of research and advisory services; Members of the Governing Body are required to avoid the use of the Institute of Technology resources or time for personal gain, for the benefit of persons/organisations unconnected with the institutions or its activities or for the benefit of competitors; Governing Body members are fiduciaries of the Institute of Technology and should always act in the best interest of the Institute and not of their electing or nominating bodies. 2.2 Register of Members Interests Should a matter arise whereby a governing body member has an interest in a contract which the college proposes to make, the member shall; I. Disclose to the governing body the fact and nature of the interest, II. Take no part in the deliberation or decision of that contract. The Secretary shall record the Governing Body Members interest within the meeting minutes of the governing body and maintain a register of interest of governing body members as issues arise. (Paragraph 7(1) of the Second Schedule of the RTC Act 1992, as amended by the Institute of Technology Act 2006). 2.3 Attendance at a Governing Body Meeting where a conflict may arise (a) Should a matter arise where there is a conflict of interest relating to the Chairman of the Governing Body he / she must absent himself / herself from the meeting while the issue is being discussed. In such a case a separate meeting record should be presented to the Chairman having the conflict of interest with the relevant information discussed removed. During the Chairman s absence, the meeting will be chaired in accordance with paragraph 10 of the Second Schedule of the the RTC Act 1992, as amended by the Institute of Technology Act 2006. 21
(b) (c) (d) Where a question arises as to whether or not a case relates to a conflict of interest of the Chairman, the Governing Body shall decide the question. Should a matter arise where there is a conflict of interest relating to a member of the Governing Body he / she must absent himself / herself from the meeting while the issue is being discussed. In such a case a separate meeting record (unless such information could be reasonably assumed to be available under Freedom of Information) should be presented to the member having the conflict of interest with the relevant information discussed removed. The meeting minutes should note that the member absented from that part of the meeting and the Register of Members interests should be updated. Where a question arises as to whether or not a case relates to a conflict of interest of a member of the Governing Body the Chairman of the Governing Body shall decide the question. 2.4 Gifts and Benefits (a) (b) (c) A member of the Governing Body of the Institute must not obtain personal advantage from any person dealing with the Institute. Specifically a member of the Governing Body must not accept or give any gifts or inducements where the value could make it appear that the person giving is attempting to influence the member to gain advantage. Governing Body members are required to avoid the use of the Institute s resources or time for personal gain. 2.5 Information (a) (b) (c) (d) Governing Body members are required to respect the confidentiality of sensitive information held by the Institute. This includes commercially sensitive information, personal information and information received in confidence by the Institute. All such matters discussed by the Governing Body are confidential. Former members of a Governing Body should treat sensitive information received and discussions held while acting in that capacity as confidential. Governing Body members are required to comply with relevant statutory provisions relating to data privacy and confidentiality. Members of the Governing Body and staff will observe due confidentiality in relation to all discussions and decisions taken at meetings of the governing body. 22
2.6 Obligations (a) (b) (c) (d) Governing Body members are required to fulfil all regulatory and statutory obligations imposed on them. It is acknowledged that the acceptance of positions following employment and/or engagement by a third level institution can give rise to the potential for conflicts of interest and to confidentiality concerns. The Governing Body will consider any cases in which such conflicts of interest or confidentiality concerns may arise and will take appropriate steps to deal with such matters in an effective manner. The Governing Body will also ensure that any procedures that it may put in place in this regard are monitored and enforced. Governing Body members should be aware of their duty to conform to the highest standards of business ethics. Members are required to use their reasonable endeavours to attend all governing body meetings. 2.7 Loyalty (a) Governing Body members are expected to act independently in the best interests of the Institute at all times and support decisions of the Governing Body. 2.8 Fairness Governing Body members should be committed to a collective responsibility in respect of: compliance with employment legislation and equal status legislation in carrying out their responsibilities. fairness in all their business dealings. treating all third parties equally. 2.9 Work / External Environment (a) (b) Governing Body members are committed to promoting and preserving the health and safety of staff, students and visitors to the Institute. Governing Body members are committed to minimising any detrimental impact on the environment resulting from the operations in the Institute. 2.10 Responsibility (a) (b) (c) (d) Governing Body Members are required to acknowledge their receipt and understanding of the Code of Business Conduct and the policy in relation to the disclosure of interest; The Institute of Technology will circulate this Code of Conduct (and a policy document on disclosure of interests) to all members of the Governing Body for their retention; The Institute of Technology will ensure that all members of the Governing Body receive a copy of the Code and understand its contents; The Institute of Technology will provide practical guidance and direction as required on such areas as gifts and entertainment and on other ethical considerations which arise routinely. 23
2.11 Review (a) (b) This Code will be subject to periodic review by the Governing Body. Any proposed revisions to the Code of Business Conduct should be approved at a meeting of the Governing Body. 24
SECOND SCHEDULE OF THE RTC ACT 1992, AS AMENDED BY THE INSTITUTE OF TECHNOLOGY ACT 2006 THE GOVERNING BODY APPENDIX 3 The Governing Body will, according to the Second Schedule of the RTC Act 1992 (as amended): 1. (1) As soon as may be after its establishment the governing body of a college shall provide and retain in its possession a seal of the college. (2) The seal of a college shall be authenticated by the signature of the chairman or a member of the governing body authorised by the governing body to act in that behalf and by the signature of an officer of the college authorised to act in that behalf. (3) Judicial notice shall be taken of the seal of a college and every document purporting to be an instrument made by a college and to be sealed with the seal (purporting to be authenticated in accordance with this Schedule) of the college shall be received in evidence and shall be deemed to be such instrument without proof unless the contrary is shown. 2. (1) Each governing body shall have a chairman who may be designated by such title as the governing body may determine. (2) The chairman shall be appointed by the Minister and may be removed from office by the Minister. (3) The chairman may, at any time, resign from office as chairman by letter addressed to the Minister and the resignation shall take effect from the date on which the letter is received. (4) Subject to the provisions of this Act, the chairman shall hold office on such terms and conditions as the Minister may, at the date of the appointment, decide. 3. (1) Every ordinary member of a governing body shall be appointed by the Minister on the recommendation of the vocational education committee and may be removed from office by the Minister on the recommendation of the vocational education committee. (2) An ordinary member may, at any time, resign from office as such member by letter addressed to the vocational education committee and the resignation shall take effect from the date on which the letter is received. The vocational education committee shall forthwith notify the Minister of the receipt of the letter. (3) A member of the governing body who is absent from all meetings of the governing body for a period of six consecutive months, unless such absence was due to illness or was approved by the governing body, shall be disqualified at the expiry of such period from continuing to be a member of the said governing body for the remainder of that person's term of office. (4) A member (including the chairman) whose term of office expires by effluxion of time shall be eligible for reappointment. 4. (1) A member (including the chairman but excluding an ordinary member who is a registered student of the college) shall hold office for a period not exceeding five years. (2) An ordinary member who is a registered student of the college shall hold office for a period of one year. 5. (1) Each governing body shall, from time to time, as occasion requires, appoint from amongst its members (other than the chairman or the Chief Officer) a member to be deputy-chairman thereof. 25