Governance and External Expertise

Purpose

The Board shall exercise and be responsible for the exercise of all the powers and functions of the College not reserved to the shareholders by the Articles of Association or by any provision of law, including

1. To approve the strategic vision and long-term academic and business plans and key performance indicators, and to ensure that these meet the interests of stakeholders.
2. To delegate authority to the Principal, as Chief Executive Officer, for the day to day academic, corporate, financial, estate, and people management of the College and to establish and keep under regular review the policies, procedures, and limits within such management functions as shall be undertaken by and under the authority of the Principal.
3. To ensure the establishment and monitoring of systems of control and accountability, including financial and operational controls, risk assessment, and internal and external audit including procedures for handling internal grievances and conflicts of interest.
4. To ensure processes are in place to monitor and evaluate the performance and effectiveness of the College against the plans and approved key performance indicators, which should be, where possible and appropriate, benchmarked against other comparable institutions.
5. To establish processes to monitor and evaluate the performance and effectiveness of the Board itself as the governing body of the College including in respect of and for the appointment and termination of directors.
6. To conduct its business in accordance with good practice in higher education corporate governance and with the principles of public life drawn up by the Committee on Standards in Public Life (selflessness, integrity, objectivity, accountability, openness, honesty and leadership).
7. To safeguard the good name and values of the College.
8. To appoint the Principal, as Chief Executive Officer, and to put in place suitable arrangements for monitoring their performance and establishing their remuneration.
9. To appoint the Clerk to the Board and to ensure that, if the person appointed has managerial responsibilities in the College, there is an appropriate separation in the lines of accountability.
10. To appoint any other ‘senior’ staff as may from time to time be determined, and to agree the level of remuneration and other payments.
11. To be the employing authority for all staff in the institution and to be responsible for employment policy, including such provision as it thinks fit for the general welfare of staff and the promotion of diversity, equality, and inclusion.
12. To be the principal financial and business authority of the institution, to ensure that proper books of account are kept, to approve the annual budget and financial statements, and to have overall responsibility for the College’s assets, property, and estate.
13. To be the College’s legal authority and, as such, to 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.
14. To ensure that processes are established to maintain the College’s legal and regulatory compliance.
15. To make such provision as it thinks fit for the general welfare of students, in consultation with the Academic Board, and the promotion of equality, diversity, and inclusion, and to receive assurance that adequate provision has been made for the general welfare of students.
16. To act as trustee of the College where necessary, and in that role ensuring that processes are in place to comply with all relevant requirements.
17. To ensure that the College’s Articles of Association are followed at all times and that appropriate advice is available to enable this to happen.
18. To consider the effectiveness and appropriateness of the Articles of Association and make recommendations for change as necessary.
19. To appoint the Audit Committee; consider and, where necessary, act on the annual report from the Audit Committee; appoint the external auditors; consider the annual report of the internal audit service; and receive and approve the audited annual financial statements (this responsibility to be reserved to the governing body for its collective decision, without delegation).
20. To inform its funding body of any ‘material adverse’ change in its circumstances and any serious incident which, in the judgement of the accountable officer and the governing body, could have a substantial impact on the interests of the institution and report any reportable event.

Financial Statements

RTC Education Ltd Annual Report and Financial Statement Year Ended 31 July 2020

RTC Education Ltd Annual Report and Financial Statement Year Ended 31 July 2021

RTC Education Ltd Annual Report and Financial Statement Year Ended 31 July 2022

Purpose

The duties of the Committee shall be to:

1. Advise the governing body on the appointment of the external auditors, the audit fee, the provision of any non-audit services by the external auditors, and any questions of resignation or dismissal of the external auditors.
2. Discuss with the external auditors, before the audit begins, the nature and scope of the audit.
3. Discuss with the external auditors problems and reservations arising from the interim and final audits, including a review of the management letter, incorporating management responses, and any other matters the external auditors may wish to discuss (in the absence of management where necessary).
4. Consider and advise the governing body on the appointment and terms of engagement of the internal audit service (and the head of internal audit if applicable), the audit fee, the provision of any non-audit services by the internal auditors, and any questions of resignation or dismissal of the internal auditors. e) Review the internal auditors’ audit risk assessment, strategy and programme; consider major findings of internal audit investigations and management response; and promote coordination between the internal and external auditors. The Committee will ensure that the resources made available for internal audit are enough to meet the institution’s needs (or make a recommendation to the governing body as appropriate).
5. Keep under review the effectiveness of the risk management, culture, control and governance arrangements and review the external auditors’ management letter, the internal auditors’ annual report and management responses.
6. Monitor the implementation of agreed audit-based recommendations from whatever source.
7. Ensure that all significant losses have been thoroughly investigated and that the internal and external auditors – and where appropriate the regulator – have been informed.
8. Oversee the institution’s policy on fraud and irregularity, including being notified of any action taken under that policy.
9. Satisfy itself that suitable arrangements are in place to ensure the sustainability of the institution and to promote economy, efficiency and effectiveness. This may include consideration of arrangements that: a) support the culture and behaviour that is prevalent within the institution; b) ensure the effective management of conflicts of interest; and c) enable the appointment of ‘fit and proper persons’ to the governing body and senior executive positions.
10. Satisfy itself that effective arrangements are in place to ensure appropriate and accurate data returns are made to external stakeholders and regulatory bodies.
11. Receive any relevant reports from the National Audit Office and its equivalents in Scotland, Wales and Northern Ireland, the regulator and other organisations.
    Monitor annually the performance and effectiveness of the external and internal auditors, including any matters affecting their objectivity, and make recommendations to the governing body concerning their reappointment, where appropriate.
12. Monitor other relevant sources of assurance, for example other external reviews.
13. Consider elements of the annual financial statements in the presence of the external auditors, including the auditors’ formal opinion, the statement of members’ responsibilities and the statement of internal control, in accordance with the regulator’s accounts directions.
14. In the event of the merger or dissolution of the institution, ensure that the necessary actions are completed, including arranging for a final set of financial statements to be completed and signed.

Membership

• The members of the Audit and Risk Committee will be at least 3 independent directors.
• The majority of members of the Audit and Risk Committee will be independent and all members will be appointed by the Board of Directors.
• The Chair of the Board of Directors will not be a member of the Audit Committee.

Purpose

The duties of the Committee shall be:

1. to advise the Board of Directors on the framework and policy for the nominations of and remuneration for the directors, chairs and any other such members of the senior management as it is designated to consider (no person may be involved in any decision as to their own remuneration);
2. to review the ongoing appropriateness and relevance of the nominations and remuneration policy, taking into account any relevant legal requirements;
3. to advise the Board of Directors on the appointment and re-appointment of individuals as directors (including independent directors), chairs or any other such members of the senior management of RTC Education Ltd;
4. to advise the Board of Directors on the terms of office of directors, independent directors, chairs or any other such members of the senior management of RTC Education Ltd;
5. to advise the Board of Directors on the design of, and determine targets for, any performance related pay schemes operated by RTC Education Ltd and approve the total annual payments made under such schemes;
6. to advise the Board of Directors on the policy for, and scope of, pension arrangements for each of the directors and other senior officers of RTC Education Ltd;
7. to ensure that contractual terms on termination, and any payments made, are fair to the individual and RTC Education Ltd, that failure is not rewarded and that the duty to mitigate loss is fully recognised;
8. within the terms of the agreed policy and in consultation with the Board of Directors, to advise the Board of Directors on the total individual remuneration packages for each director and senior manager including bonuses and incentive payments;
9. to review and note annually the nomination and remuneration trends across RTC Education Ltd;
10. to oversee any major changes in employee benefits structures across RTC Education Ltd;
11. to review and advise the Board of Directors on the policy for authorising claims for expenses from the directors and from the chairs;
12. to ensure that all provisions regarding disclosure or remuneration, including pensions, are fulfilled;
13. to be exclusively responsible for establishing selection criteria, appointing and setting terms of reference for any remuneration for consultants who advise the committee;
14. to obtain reliable up to date information about nominations and remuneration in other similar institutions;
15. to receive, review and report to the Board of Directors on any relevant reports or correspondence from external organisations which are relevant to the Committee’s primary aims;
16. to receive and review the minutes and any reports of its sub-committees;
17. to provide copies of its minutes and an annual report to the Board of Directors; and
18. to review its terms of reference, composition and effectiveness.

Membership

• The members of the Nominations & Remuneration Committee will be:
  • at least two independent directors
  • Principal /CEO