Amgueddfa Cymru Board - Terms of reference
Purpose
The role of the Amgueddfa Cymru Board is to:
- establish the vision, strategic aims and objectives of Amgueddfa Cymru consistent with its overall purpose and within the context of the Welsh Government’s strategic aims and the policy and resources framework determined by the Minister;
- ensure that Amgueddfa Cymru operates within its statutory and delegated authority, and that it discharges its statutory duties under the relevant Acts, other Statutory obligations and the Framework Document;
- promote high standards of public finance, upholding the principles of regularity, propriety and value for money.
- demonstrate high standards of corporate governance and integrity, and ensure that effective arrangements are in place to provide assurance on risk management, effective internal control and good record keeping;
- demonstrate Amgueddfa Cymru values in all endeavours, individually and collectively, modelling consistency of behaviours across the organisation;
- Furthering the Objects; Preserving the Museum’s assets, Compliance with the Charities Act; De-accessioning items from the collection; Duties and responsibilities that are delegated to standing and other committees.
The Board must ensure that effective arrangements are in place to provide assurance on risk management, governance and internal controls.
Duty
Trustees are appointed as individuals and must act only in the best Interests of Amgueddfa Cymru and in furtherance of its Objects, irrespective of the mechanisms through which they were appointed. Trustees bring perspective and experience to the Board.
The over-riding duty of the Board of Trustees is to Amgueddfa Cymru alone, ensuring that its Objects are furthered, its Vision and strategic objectives are met and the related policies are discharged in a cost- effective manner within the powers and authorities confirmed by the Royal Charter & Statutes. The Board of Trustees must ensure that high standards of corporate governance are observed at all times, and that Amgueddfa Cymru operates within the limits of its authority and in accordance with any other conditions relating to the use of public and charitable funds.
Trustees have a duty to comply with the Trustees’ Code of Conduct to act, at all times, in good faith and in the best interests of Amgueddfa Cymru. Trustees are advised to consult with the President or Director General about any aspects about which they are uncertain.
Responsibilities of the Board of Trustees.
The overall responsibilities of the Board include:
Vision and Strategy: Setting the charity’s vision, values and standards, and approving the charity’s strategic aims and objectives
Governance and Internal Control: Reviewing its performance and governance arrangements, managing conflicts of interest Board committees Delegation and terms of reference.
General provision on matters that are likely to have significant impact on the Museum, including but not limited to financial, operational, strategic or reputational
Contracts / Agreements: Only those that fall outside ordinary course of business or that come under the General provision above
Structure Major: changes to the charity’s legal and / or directorate structure
Communication: On matters that present a high level of risk or possible reputational damage (e.g. criminal activity, conflicts of interest)
Budgets Approval through a delegated committee and where expenditure exceeds agreed limits
General responsibilities, Functions and duties
Trustees have corporate responsibility for ensuring that Amgueddfa Cymru complies with any statutory or administrative requirements for the use of public funds.
The Board of Trustees have the following general responsibilities:
- Acting in furtherance of the Objects and in accordance with the Charitie Act.
- Providing effective leadership for Amgueddfa Cymru, in defining and developing its strategic direction;
- Ensuring that Amgueddfa Cymru’s activities are conducted in as efficient and effective manner as possible;
- Ensuring that Amgueddfa Cymru’s management control and process for monitoring its activities is in place.
Board Reserved Matters
The Welsh Government’s Framework Document requires Amgueddfa Cymru, in exercising its overall responsibilities, to determine those matters on which decisions are reserved for the Board and those matters which have been delegated to the Director General.
The matters set out below are reserved to the Board
- Reviewing its performance and governance arrangements, managing conflicts of interest Board committees Delegation and terms of reference
- approve terms of reference of the Board’s committees, sub-committees, or working groups;
- approve Board minutes;
- approve Board and committee schedules of meetings;
- General provision on matters that are likely to have significant impact on the Museum, including but not limited to financial, operational, strategic or reputational
- Contracts / Agreements Only those that fall outside ordinary course of business or that come under the General provision above
- Structure Major changes to the charity’s legal and / or directorate structure
- approve delegation of any of the Board powers to the Chief Executive;
- approve the Framework Document with the Welsh Government, or successor documents;
- approve the strategy and principles for management of risk
General Enabling Power
The Board may determine any matter it wishes in full session within its statutory powers.
Committees and sub-committees set up by the Board shall have power to implement those decisions that are specifically defined as being within their remits, as set out in their Terms of Reference, without requiring the approval by the Board. However, the Trustees recognise that they are ultimately and collectively responsible for such decisions.
The President, or if unavailable the Treasurer or Vice President, of the Board or of a Committee or Sub-Committee shall have power, in cases of urgency, to authorise action or expenditure provided that any such instance shall be reported to the next meeting of the Board, or relevant Committee or Sub- Committee.
Appointments
The Board shall:
Meetings
The Board will meet six times a year. Non-confidential discussions will be held in public.
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
For the purpose of determining whether a quorum is present, a Board 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.
Board members 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.
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 Board member shall have the right to vote in any debate and to have their views recorded in the minutes.
Board members are expected to observe appropriate confidentiality and discretion in the conduct of matters of the Board and handling/safe-keeping of information and documents, in particular, in relation to any personal, proprietary, or commercial information.
The Board may, without setting any precedent, invite other officials, individuals or representatives of other organisations to attend all, or part of, its meetings. Attendees who are not members of the Board will not be entitled to vote.
Administration
The corporate Governance Manager will provide service to support the Board. This includes arranging meetings, preparing agendas and papers, collating documents, communicating with Board members, taking minutes, circulating minutes and any relevant follow up or action points, and filing Board documents in the Document Management System to ensure a formal record is kept.
Agenda items will be agreed in advance with the Chair, and agendas and papers will be circulated one week (seven days) in advance of meetings. Executive Team members will sponsor and introduce agenda items put forward by their Directorate / sponsored business boards.
Minutes will be taken of the meetings of the Board. This will include a record of decisions and reasons for decisions, and actions, together with a compiled action log to be maintained by the Secretariat and reviewed at each meeting.
Previous minutes and action logs will be reviewed at each meeting. Minutes will be confirmed at the following meeting.
Papers and minutes from the non-confidential Board items will be translated and published on the Amgueddfa Cymru website
Membership
Member ship of the board is Official total number of members of the board is 16
9 Persons appointed by Welsh Government Ministers
Section 3 (1) (a) of the Statues, including President and Vice President,
7 Persons appointed by Trustees Museum
Section 3 (1) (b) of the Statutes, including Treasurer
.