Board Committees – General Terms of Reference

Constitution

Committees are formed by resolution of the Board. Each committee has a specific purpose which may include some delegated powers. The continued existence, membership and any authorities delegated to the committees are subject to review by the Board from time to time as required.

Membership

The Board, on the advice of the Amgueddfa Cymru President, will appoint members of the committees. Membership will take due account of the need to ensure the range of skills needed to carry out the committee functions. Committee Chair’ will be appointed by the Amgueddfa Cymru Board. If the committee Chair is absent for any meeting, then any member, by agreement of a majority present, may serve as committee Chair for that occasion.

Authority

Each committee is authorised by the Board to:

• consider any matter within its terms of reference, or any related matter within its remit and to seek any information it requires from staff. All such requests will be channelled through the Corporate Governance Manager in the first instance.
• make recommendations to the Board for action or decision, and progress work within its terms of reference.
• establish smaller sub-groups / task forces to address matters within the committee remit as appropriate. These will be time limited and focussed on concluding specific tasks on behalf of the committee

Accountability and Reporting

Each committee is accountable to the Board. Any matters that require disclosure, consideration or advice will be drawn to the attention of the Board.

Reports will be submitted and presented to the Board by, or on behalf of, the committee Chair. This will usually involve providing a summary of the discussion held at each meeting to the subsequent meeting of the Board. Such reports may be verbal or in writing as deemed appropriate.

Annual Review

The terms of reference of each committee will be reviewed annually, to ensure they are fit for purpose and functionally effective.

Any recommendations for material change will be brought to the attention of the relevant committee and the Board for approval.

Frequency of Meetings

In each calendar year a programme of meetings for the year will be established and notice of the meetings will be issued to the Trustees and the Directorate by the Corporate Governance Manager.

Committees will meet with whatever frequency is deemed suitable to the effective conduct of the business and discharge of responsibilities. Additional meetings may be scheduled if and as required.

Meetings will be arranged by the Corporate Governance Manager to a schedule of dates/times as appropriate for ensuring the effective conduct of business and timeliness of reporting to the Board.

Meeting venues will be selected and determined on a case-by-case basis by the Secretariat in consultation as appropriate with the relevant committee Chair and taking account of the business of the meeting.

Venues may include any suitable location, including Amgueddfa Cymru offices or other places, with appropriate facilities for proper conduct of the business including disability accessibility and public attendance provision as required.

Quorum and Voting

Pursuant to Statute 4(3) a quorum of the Board will be five Trustees entitled to vote on the business to be transacted at meetings of the Board one of whom must be an Officer (if any have been appointed).

No business requiring a formal decision shall be transacted at a meeting unless a quorum is present. However, reports for information included on the circulated agenda together with the relevant papers, may be considered by a Committee if those members present decide it appropriate to do so.

For the purpose of determining whether a quorum is present, a Committee member may be counted in the quorum if they are able to participate in the proceedings of the meeting, including by remote means (e.g. telephone or other digital link) and remain so available throughout the discussion and decision for each item for which they are counted as part of the quorum.

Subject to their declarations of interest (the Chair may ask a Board member to withdraw from the discussion and/or abstain from voting if they feel that the potential for conflict-of-interest merits it), each member shall have the right to vote in any debate and to have their views recorded in the minutes.

Conduct Openness and Confidentiality

All Trustees are important advisers, guardians and ambassadors of Amgueddfa Cymru. As such they are expected to comply with all relevant company policies and conflicts of interest guidance whenever they conduct the business, or act as a representative, of Amgueddfa Cymru.

All Trustees are expected to demonstrate Amgueddfa Cymru values in all endeavours, individually and collectively, modelling consistency of behaviours across the organisation.

All Board committees are expected to promote high standards of public finance, upholding the principles of regularity, propriety and value for money.

Trustees must declare any potential conflict of interest at the relevant meeting, even if already recorded in the published Register of Interest. Any such declaration will be recorded in the minutes of the meeting.

Trustees are expected to observe appropriate confidentiality and discretion in the conduct of matters of the committee and handling / safe-keeping of information and documents, in particular in relation to any personal, proprietary, or commercial information.