Afonydd Cymru is a registered charity and a company limited by guarantee. Every Trustee is also a director of the company and has legal responsibilities and potential liabilities in each capacity. Full details of these are not included in these Terms of Reference but Afonydd Cymru will provide information on request and is engaged either to bring matters to your attention for resolution or to act on your behalf in complying with those responsibilities.
The overall purpose of a trustee is to ensure, with the other trustees, that Afonydd Cymru acts in accordance with its Memorandum and Articles of Association and to manage its activities in furtherance of the objects set out in that Memorandum of Association.
- Governance: ensure that Afonydd Cymru complies with its governing document (the Memorandum and Articles of Association), charity law, company law and any other relevant legislation or regulations
- Governance: ensure that Afonydd Cymru pursues its objects as defined in its governing document
- Strategy: contribute actively in developing strategic direction and reviewing its implementation
- Risk Management: ensure the strategic and operating risks (including financial stability) are assessed regularly and appropriate action taken as required
- Relationships: have effective, productive and respectful relationships with other Afonydd Cymru Trustees and staff.
- Reports to: Board Chairman
- Remuneration: the role is non-executive and not accompanied by any financial remuneration. Reasonable expenses can be claimed for meeting attendance.
- Time commitment: four board meetings per year. Trustees could also be expected to contribute to one or more sub-committees. The overall commitment is likely to be between 6 and 8 days a year.
- Term: Independent Trustees’ (i.e. those who are not representing one of the Welsh river trusts) terms are three years with the option to be re-elected for two further three-year terms at the Board meeting at which their term comes to an end.
Here are some particulars associated with the Trustee’s role:
STRATEGY AND IMPLEMENTATION
- Contribute actively in developing strategic direction, approve the strategic plan and review its implementation
- Approve the business plan and budget annually and monitor progress against it
- Ensure what is happening in the spheres of influence in which Afonydd Cymru functions informs the strategic direction
- Ensure Afonydd Cymru performance is monitored against its objectives and approved indicators
- Ensure the strategic and operating risks (including financial stability) are assessed regularly and appropriate action taken as required.
- Review and ensure Afonydd Cymru is run exclusively in pursuance of its objects as defined in the Memorandum and Articles of Association (M & A) and all applicable legislation and regulations.
- Ensure Afonydd Cymru applies its resources exclusively in pursuance of its objects.
- Ensure the financial stability of the charity.
- Ensure proper accounting and statutory records are kept.
Ensure the effective and efficient administration of Afonydd Cymru.
- Review what policies and procedures need to be and are in place and implemented, which support Afonydd Cymru to operate within its charitable status.
- Approve the charity’s policies.
- Ensure the property of Afonydd Cymru is managed and protected effectively.
- Contribute to the preparation and approve the annual report and accounts.
- Review and approve financial policies, controls and their application e.g. proper investment of the charity’s funds.
- Review and approve other risk management controls, including any longer-term contracts.
- From time-to-time review and approve other relevant governance issues.
- Ensure the necessary Board sub-committees and/or Advisory/Steering Groups are in place and have sufficient delegated authority to enable them to fulfil their remits effectively.
Review the effectiveness of Board meetings: e.g. frequency, length of time, agenda, discussion content, input from the management team.
- Understand the legal requirements and obligations, under which they act as a Board.
- Is clear on the difference between the Trustee’s role and that of the executive.
- Prepare for Board meetings, attend and play an active part in the trustees’ meetings and deliberations.
- Exercise due care and attention and use reasonable skill in dealing with Afonydd Cymru’s affairs.
- Use one’s own skills, knowledge and experience to help the trustees and/or management team reach sound decisions.
Offer to take the lead in any Trustees’ activities where the trustee has specialist knowledge or experience.
- Have effective and productive relationship with other trustees and the management team.
- Avoiding any conflict of interests (see below).
- Sit on committees or advisory/steering groups as reasonably required.
- Safeguard the reputation and ethos of Afonydd Cymru.
- Appoint the Chief Executive and monitor their performance.
- Contribute where skills permit to recruiting and appointing staff.
Review and approve conditions of employment of a material nature (e.g. pensions).
- Review Board and Chairman performance every year.
CONFLICTS OF INTEREST
- A direct conflict of interest arises if a Trustee (including close family) stands to benefit personally from a contract (including a proposed contract) with Afonydd Cymru
- An indirect conflict of interest arises if a Trustee is involved with an organisation that stands to benefit from a contract with (or grant from) Afonydd Cymru, which in turn benefits the Trustee
- Conflict of interest does not extend to ordinary membership or employment of another organisation where no or minimal pecuniary benefit is derived by the Trustee (unlike the wider ranging rules in the public sector)
- On appointment, each trustee receives a form from the Secretary to declare any such conflict of interests, which may just be a general notice to Afonydd Cymru of an interest in an organisation
- There are 2 golden rules thereafter:
– First, it is the duty of each Trustee to declare any conflict of interests at the earliest opportunity, which will normally be at the – Board meeting at which the interest first arises
– Secondly, a Trustee should (withdraw and) not vote on any resolution concerning a matter in which the Trustee has, directly or indirectly, an interest or duty which conflicts or may conflict with the interests of Afonydd Cymru.
- In practice, if there is any doubt, it is better to declare the nature of the interest, whereupon any conflict or not can be agreed and recorded in the Minutes.