1.1 The purpose of this paper is to detail the Standing Orders for meetings of Board and Committees of the Charity Commission for Northern Ireland.
1.2 These Standing Orders should be read in conjunction with the Management Statement and Financial Memorandum which sets out the relationship between The Charity Commission for Northern Ireland and the Department for Social Development and with the Code of Conduct for Board Members of the Charity Commission.
2. Statutory Framework
2.1 The Members of the Commission are appointed by the Minister. There must be at least three and no more than five Members in addition to the Chair and Deputy Chair. The Minister is responsible for ensuring that at least one Member has a legal qualification and that the knowledge and experience of Members includes knowledge and experience of the law relating to charities, charity accounts and the financing of charities and the operation and regulation of charities of different sizes and descriptions.
2.2. The functions of the Commission are set out in the Act, which confers the powers and duties necessary for the corporate Commission to carry out its functions.
2.3. Under the Act, the Commission has the general functions of:
- determining whether institutions are or are not charities;
- encouraging and facilitating the better administration of charities;
- identifying and investigating apparent misconduct or mismanagement in the administration of charities and taking remedial or protective action in connection with misconduct or mismanagement therein;
- determining whether public collections certificates should be issued, and remain in force, in respect of public charitable collections
- obtaining, evaluating and disseminating information in connection with the performance of any of the Commission’s functions or meeting any of its objectives;
- giving information or advice, or making proposals, to the Department for Social development on matters relating to any of the Commission’s functions or meeting any of its objectives.
2.4 The Charity Commission for Northern Ireland operates within the relevant equality and human rights legislation.
3. The Board
3.1 The Members of the Commission act collectively as a Board. They share responsibility for the strategy and future direction of the Commission and the effective and efficient delivery of its plans and functions. They are responsible for:
- Ensuring the Commission effectively fulfils its statutory duties, general functions and duties, and appropriately exercises the legal powers invested in it, under the Act and the 2008 Act
- Determining the overall strategic direction of the Commission and ensuring the availability of resources
- Ensuring the sponsor department is kept informed of any changes likely to impact on the strategic direction of CCNI
- Monitoring the performance of the Chief Executive and her team and holding them to account for delivery against plans and budgets
- Promoting and protecting the Commission’s position, values, integrity, image and reputation
- Ensuring high standards of governance that command the confidence of the Commission’s stakeholders.
4. Meetings and Proceedings of the Board
4.1 The Board shall hold meetings at such regular intervals as may be determined by the Members of the Commission.
4.2 The Board shall determine the time and place of the meetings to be held, with two meetings per year being held outside Belfast.
4.3 The Chair may determine to hold a meeting to be known as a special meeting at such time and place as he or she may determine.
4.4 Where, in the opinion of the Chair, an urgent matter has arisen, the Chair may call a meeting of the Board at any time.
4.5 Where two or more Members of the Commission submit a signed request for a meeting to the Chair, the Chair shall call a meeting.
4.6 Before any meeting, Commission staff shall send a notice of the meeting to each Member of the Commission.
4.7 The papers for the meeting shall be sent by first class post or delivered to the usual place of residence of the Member or to any other address, including email, as may be specified in writing by the Member at least three clear days before the meeting.
4.8 The Chair shall, if present, preside at all meetings.
4.9 In the absence of the Chair, the Vice Chair shall preside, otherwise the Members of the Commission will agree one of their number to preside.
4.10 Decisions of the Board shall be taken by resolution and recorded in the minutes of the meeting at which such resolution is passed.
4.11 Unless a ballot is demanded a declaration by the presiding Chair at the meeting that a resolution has or has not been carried, and entered in the minutes of a meeting, shall be conclusive.
4.12 Every Member of the Commission shall have one vote.
4.13 Any Member of the Commission is entitled to call for a vote.
4.14 Where a decision of the Board requires to be voted upon it shall be determined by a majority of the votes of the Members of the Commission present and voting on the question.
4.15 Voting shall be decided on a show of hands unless before, or on the declaration of the result of, a show of hands, a ballot is duly demanded.
4.16 Any Member of the Commission may request his or her vote or abstention to be recorded in the minutes.
4.17 A single Member of the Commission may demand a ballot. This shall be held in secret.
4.18 Where the votes are equal on any resolution or question, the presiding Chair shall have a second or casting vote.
4.19 The quorum for a Board meeting is four Members of the Commission.
4.20 Where a Board meeting (a) is not quorate within half an hour from the time appointed for the meeting; or (b) becomes inquorate during the course of the meeting; the meeting shall be adjourned to such time, place and date as may be determined by the members present.
4.21 Commission staff shall record the minutes of every meeting.
4.22 The record of the minutes shall be submitted to the Board at its next meeting for the agreement, confirmation or otherwise of the members and signed by the presiding Chair.
4.23 The record of the minutes shall include:
- the names of:
- every Member of the Commission present at the meeting of the Board;
- any other person present; and
- any apologies tendered by an absent Member of the Commission;
- the withdrawal from a meeting of any Member on account of a conflict of interest; and
- any declaration of interest.
4.24 On exceptional occasions when it is not possible to form a quorum for a scheduled meeting, the Chair may determine that individual urgent issues may be decided by written procedure. This may happen only when a delay in decision, created by referral to the next formal meeting of the Commission, is untenable. The written procedure will take no longer than10 working days to complete.
4.25 The Board will establish an Audit and Risk Committee and a Human Resource and Remuneration Committee. In addition it may establish a Committee for any purpose within its functions and the Act, and shall determine the powers and functions of any such Committee.
4.26 The Board shall appoint members of the Committees and the composition of any such Committees may include persons who are not Members of the Commission.
4.27 The Board shall appoint a Chair for every Committee, keep under review, the structure and scope of activities of each Committee and set out the Terms of Reference for each Committee.
4.28 The quorum for a Committee meeting shall consist as a minimum of one half of the total membership of the Committee of which at least one Member of the Commission is present.
4.29 The circulation of papers, recording of meetings, voting procedures and declaration of interest procedures shall be the same for Committees as for the Board.
4.30 Every Member of the Commission shall abide by the provisions of the policy on Registration and Declaration of Interests.
4.31 These Standing Orders shall not be amended, revoked or replaced except by a resolution passed at a meeting at which at least two-thirds of the total number of Members of the Commission are present.
5. Conflicts of Interest
5.1 Board members and Committee members shall abide by the Code of Conduct section relating to conflicts of interest.
5.2 Where a Charity Commissioner or Committee member is a trustee/management committee member or member of a charity which is under investigation by the Charity Commission or otherwise subject to sanction, that member shall temporarily step down from the Commission/Committee until the issue is resolved. If there has been found to be misconduct within a charity of which they are a Trustee, they shall resign as a Charity Commissioner/Committee member.
6. Correspondence to the Commission
6.1 Correspondence received by any Commissioner will be considered to have been sent to the Commission. Correspondence will be allocated to an official of the Commission, who will be responsible for assisting Commissioners, including, where appropriate, providing a short background brief and draft reply for signature of the addressee(s).
6.2 In exceptional circumstances, if correspondence is considered by a Commissioner or Commissioners to be contentious or inappropriate, whether by the addressee or any other Commissioner, it can be referred to the Chair. The Chair will ensure that an appropriate discussion is held in relation to the correspondence.
7. Involvement of members of the Commission in day-to-day operational casework
7.1 The Board acts collectively in making decisions and delegates correspondence through the Chief Executive to the Executive Team and staff to ensure effective operation of the Commission. Correspondence to the Commission is normally allocated to the appropriate executive staff in the business to deal with.
7.2 In keeping with the agreed decision-making procedures manual, the Board is kept fully aware of any potentially high risk or high profile cases. These and other cases may attract higher levels of correspondence addressed directly to individual Members of the Commission, possibly seeking their intervention in any particular case. Such correspondence should be referred to the appropriate Director and dealt with routinely at the appropriate level within the Commission in accordance with agreed practice and procedures. It is imperative to ensure that the integrity of case conduct is preserved and no impression is given that correspondence direct with individual Members of the Commission can bypass established procedures.
7.3 All decisions made by Commission staff are made in the name of the Commission, and therefore the Members of the Commission have a legitimate interest in any or all of them. In view of this, the Members of the Commission may exceptionally and in appropriate cases, at their discretion, decide collectively to:
- make some casework decisions themselves; and/or
- provide guidance to staff involved in handling a case.
Although it is exceptional, any decisions by Members of the Commission to involve themselves in a case in this way are recorded formally.
7.4 Members of the Commission can also be asked formally to review a decision taken on their behalf. The laid-down procedures for such ‘decision reviews’ can be found in our operational guidance.
7.5 Members of the Commission must be open and fair in their dealings with stakeholders and, when engaging with stakeholders in a personal capacity, they must take care that their actions do not compromise or conflict with their role as Members of the Charity Commission and senior public officials
Audit & Risk Committee - Terms of Reference
The Board has established an Audit & Risk Committee to support them in their responsibilities regarding issues of risk, control and governance and associated assurance.
Annual Financial Statements
- REVIEW / SELF ASSESSMENT
The Committee and its Chair shall be appointed by the Board, from among its own members.
At least one member should have recent and relevant experience in finance, accounting or auditing. The committee may, if it considers it necessary or desirable, co-opt members with particular experience.
3 Board Members were appointed to the Committee together with a co-opted member from the NIHE. Representatives from URCDG Planning, Finance and Governance Division and NI Audit Office will attend as observers.
- A minimum of 2 Commissioners plus 1 Other Member of the Audit & Risk Committee will be in attendance for the meeting to be deemed quorate.
- Audit & Risk Committee meetings will normally be attended by the CEO, the senior officer for finance and corporate services within CCNI and where appropriate the person responsible for internal audit.
- At least once a year the committee shall meet with the external and internal auditors without any officers present.
- The Audit & Risk Committee may ask any other officials of the organisation to attend to assist it with its discussions on any particular matter.
Frequency of meetings
The Audit & Risk Committee will meet at least four times each financial year. The Chair of the Audit & Risk Committee may convene additional meetings as deemed necessary or as requested by the Board for any specific purpose.. The external auditors may request a meeting if they consider it necessary.
- The committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee, and all employees are directed to co-operate with any request made by the committee.
- The committee is authorised by the Board to obtain outside legal or other independent professional advice and to secure the attendance of non-members with relevant experience and expertise if it considers this necessary, normally in consultation with the CEO and/or chairman of the Board. However, it may not incur direct expenditure in this respect without the prior approval of the Board.
- The Audit & Risk Committee will review the audit aspects of the draft annual financial statements. These aspects will include the external audit opinion, the Chair’s Foreword, the statement of internal control and any relevant issue raised in the external auditor’s management letter. The committee should, where appropriate, confirm with the internal and external auditors that the effectiveness of the internal control system has been reviewed, and comment on this in its annual report to the Board
The person responsible for internal audit and the representative of External Audit will have free and confidential access to the Chair of the Audit & Risk Committee.
The minutes of meetings will be circulated to all members of the Board. The minutes will also be copied to sponsoring departments (through the liaison team), the head of Internal Audit and to the External Auditors. A report of each meeting will also be tabled at the Board of CCNI.
The role of the Audit & Risk Committee is:
Consider the appointment, terms of reference, resignation or dismissal of the Internal Audit Services, the audit fee and provision of non audit services by internal audit;
- Review and discuss with the Internal Auditors the scope of work of the Internal Audit function, its Audit Strategy and Periodic Plan, the issues identified as a result of its work and how management is addressing these issues;
- Ensure that the function is adequately resourced to meet the Commission’s needs;
- Consider the findings of any relevant internal and external reviews which have significant implications for CCNI;
- Receive reports from Internal Audit on progress, key findings and management responses and receive the Annual Report
- Make recommendation as appropriate on any necessary action to the Board
- Discuss with the External Auditor the nature and scope of their audit including any value for money studies;
- Review and consider the results of the External Audit, its cost effectiveness and the audit fee;
- Review and consider any findings in material weaknesses in accounting and internal control systems, raised in the management letter;
- Review and discuss with management and auditors, the annual financial statements; and
- Discuss any difficulties, reservations or other matters arising from the External Auditors review of final accounts.
Annual Financial Statements
- Review the annual financial statements and determine whether they are complete and consistent with the information known to committee members;
- assess whether the financial statements reflect appropriate accounting principles;
- Pay particular attention to areas involving significant judgment, estimation or uncertainty;
- Consider material misstatement detected by the auditors that individually or in aggregate have not been corrected and management explanations as to why they have been adjusted;
- Review other sections of the Annual Report before its release and consider whether the information is understandable and consistent with the member’s knowledge about CCNI and its operations.
- Review the Risk Policy on an annual basis to ensure it reflects CCNI’s current environment;
- Review the Business Risk Register on a quarterly basis to consider the following:
- Review the significant risks, and how they were identified, evaluated and managed;
- Evaluate whether the reports indicate any new significant risks;
- Evaluate whether the risks previously identified are still acceptable;
- Review effectiveness of internal control system in managing the significant risks and whether amendments need to be made to control systems;
- Assess whether any current or possible future failures or weaknesses in the system of internal control and the promptness of corrective actions in response to their identification;
- Assess if control strategies need to be changed;
- Ascertain if findings require a more extensive monitoring process;
- Review Timescales for agreed changes;
- Review the adequacy of the risk management processes (including scope and depth);
- Monitor the reporting of risk by management with particular emphasis on significant risks of exposures and the appropriateness of the steps management has taken to reduce the risk to an acceptable level; and
- Monitor progress on action plans developed as part of the risk management process.
- Review the annual statement on internal control and its compliance with both Her Majesty’s Treasury, Department of Finance and Personnel and the Management Statement and Financial Memorandum guidance prior to consideration by the Board.
- To ensure that any significant losses are properly investigated and that the Board together with the internal and external auditors, and where appropriate the sponsoring Departmental,(DSD) Accounting Officer, have been informed.
- To oversee the Board’s policy on fraud and irregularity, including being notified of any action taken under that policy.
- To satisfy itself that satisfactory arrangements are in place to promote economy, efficiency and effectiveness.
- To receive any relevant reports from the Northern Ireland or National Audit Office, and other organizations.
- In the event of the merger or dissolution of CCNI, to ensure that the necessary actions are completed, including arranging for a final set of financial statements to be completed and signed.
Annual Financial Report
- A verbal report of meetings of the committee will be given to all members of the Board - see 4. Reporting
- The committee will prepare an annual report covering the financial year and any significant issues up to the date of preparing the report. The report will be addressed to the Board and designated Accounting Officer, summarizing the activity for the year. It will give the committee’s opinion on the adequacy and effectiveness of the organization’s arrangements for the following:
- Risk management, control and governance (the risk management element includes the accuracy of the statement of internal control included with the annual statement of accounts)
- Economy, efficiency and effectiveness (value for money).
- This opinion should be based on the information presented to the committee. The Audit & Risk Committee annual report should normally be submitted to the Board before the Chair’s Foreword in the annual financial statements is signed.
- REVIEW / SELF ASSESSMENT
The Committee will periodically review and update its own terms of reference requesting the Board approval for proposed changes and, at appropriate intervals, evaluate its own performance against terms of reference and best practice.
Human Resources and Remuneration Committee Terms of Reference
The Board of the Charity Commission for Northern Ireland (CCNI) has established a Human Resources and Remuneration Committee (Committee) to support them in their responsibilities regarding issues of staffing resource and staff performance.
- REVIEW / SELF ASSESSMENT
The Committee and its Chair shall be appointed by the Board, from among its own members. The Committee may, if it considers it necessary or desirable, co-opt up to two additional members with particular experience
Members are appointed for a period of 2 years with the option of a further 2 years extension.
3 Board Members were appointed to the Committee together with a representative from VCU, Finance & Governance who will attend as an observer.
- A minimum of 2 members of the Committee will be in attendance for the meeting to be deemed quorate.
- Committee meetings will normally be attended and serviced by the CCNI staff member responsible for finance and corporate services
- The Committee may ask any other officials of the Commission to attend to assist with its discussions on any particular matter.
- The Board may ask the Committee to convene additional meetings as required.
- All Committees are open to the Chair and Chief Executive to attend as they feel appropriate.
Frequency of meetings
The Committee will meet at least two times each financial year. The timing and agenda of the meetings is the responsibility of the Chair of the Committee, subject to the expressed wishes of the Committee members. The Chair may convene additional meetings as deemed necessary.
- The Committee is authorised by the Board to deal with any appropriate matter falling within its terms of reference.
- In carrying out its functions it is authorised to seek any information it requires from any employee, through the Chief Executive and all employees are directed to co-operate with any request made by the Committee.
- The Committee is authorised by the Board to obtain outside legal or other independent professional advice and/or to engage the services of an appropriate third party and/or to secure the attendance of non-members with relevant experience and expertise if it considers this necessary and in consultation with the CEO and/or Chair of the Board. However, it may not incur direct expenditure in this respect without the prior approval of the Board.
- The agreed minutes of Committee meetings will be furnished to the next scheduled Board meeting of CCNI for ratification.
- The Committee will provide input concerning the activities of the Committee throughout the financial year for inclusion in the annual report of CCNI.
The role of the Committee is to:
- Receive report from the Committee’s Chief Executive on the recruitment and selection processes and matters pertaining to Human Resources and Personnel management within CCNI including the development of appropriate policies and procedures
- Receive reports from the Chief Executive concerning the staffing function within CCNI .
- Review the performance of the Chief Executive and agree annual objectives.
- Consider the findings of any relevant internal and external reviews which have significant implications for CCNI staff;
- Receive reports from the Chief Executive on the appropriate adherence of CCNI to all relevant employment and equality legislation.
- Receive any relevant reports from the Northern Ireland Assembly, Northern Ireland Office or National Personnel and Remuneration Office, and other organisations.
- Be advised by the CEO on all necessary actions to be completed in the event of the merger or dissolution of CCNI.
- Be informed by the CEO of any relevant matters arising out of the Commission’s relationship with the designated Trade Union
5. REVIEW / SELF ASSESSMENT
The Committee will periodically review and update its own terms of reference requesting Board approval for proposed changes and, at appropriate intervals, evaluate its own performance against terms of reference and best practice.