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Board Terms of Reference

1. The Fundraising Regulator is a company limited by guarantee, operating across the UK. Its Directors are jointly and severally responsible for the overall control and strategic direction of the company, in accordance with the Memorandum and Articles of Association (the governing document) and other relevant legal and regulatory requirements and the principles of good governance.

2. Membership of the Board of Directors

2.1  The Board of Directors is responsible for the recruitment and appointment of Directors and for determining the number of Directors. Board appointments will normally be made for a three year period.

2.2  The Directors shall elect a Chair and a Vice Chair of the Board.

3. Meetings

3.1  Board meetings normally take place quarterly.  Any Director may call a Directors’ meeting by giving not less than seven business days’ notice of the meeting to the Head of Secretariat.

3.2  The staff shall normally provide papers for consideration by the Directors not less than five working days before each meeting. 

3.3  There shall be a written record of each meeting, agreed by the Directors at the subsequent meeting. A summary of decisions made at each Board meeting will be published on the Fundraising Regulator's website.

3.4  The quorum for a Board meeting is four Directors, one of whom should be the Chair or Vice Chair, or in their absence a Director appointed by the meeting to chair on that occasion.

3.5  Decisions will primarily be taken by consensus, but any member of the Board may request a vote.  Should the vote be tied, the chair of the meeting, shall have the casting vote.

4. Committees and delegations

4.1  The Board may set up Committees and specify which Directors should serve on those Committees and whether cooptees should be asked to serve.  The Board may also delegate any of its powers to a Committee.

5. Staff attendance

5.1  The Chief Executive shall normally attend Board meetings.  Other staff shall also normally be invited to attend, (at the Chief Executive’s discretion and with the Chair of the Board’s agreement).  The Board may from time to time decide to consider specific confidential items without staff (including the CEO) present.

6. Director roles and responsibilities

6.1  The Memorandum and Articles of Association set out the Fundraising Regulator’s objects, the activities it may undertake to deliver those objects and the powers and duties of the Directors.  The Directors must exercise their powers in strict accordance with the Memorandum and Articles and should also endeavour to reflect best practice in governance. 

6.2  In summary, the roles and responsibilities of the Directors, as members of the Board, are as follows:

  • To act in the best interests of the Fundraising Regulator at all times and for the benefit of present and future beneficiaries, in accordance with the Fundraising Regulator's articles of association (Articles).
  • To promote and sustain the Fundraising Regulator's assets and resources.
  • To ensure the solvency and effective management of the Fundraising Regulator.
  • To ensure personal familiarity with the Articles, other regulatory and legal requirements and operational processes.
  • To ensure compliance with all legal and regulatory requirements relevant to the Fundraising Regulator's activities, for example in relation to health and safety, employment of staff, money laundering and the proceeds of crime and data protection.
  • To agree the strategic direction of the Fundraising Regulator, and arising from that an annual business plan and budget and an annual report and accounts.
  • To take responsibility for the appointment and ongoing oversight of the Chief Executive and to ensure that any duties delegated to the Chief Executive do not impinge on those of the Board.
  • To monitor the Fundraising Regulator's performance and delivery.
  • To ensure that minutes are kept recording the key issues and the decisions of meetings of the Board and any Committees.
  • To ensure that there are effective controls in place to monitor and review regularly the Fundraising Regulator's finance and administration systems.
  • To ensure that appropriate records relating to accounts and financial matters are maintained in the required manner and that they are independently audited and filed appropriately.
  • To ensure that all risks to the Fundraising Regulator and its assets are identified and appropriate steps taken to mitigate those risks. 
  • Where money that is not immediately required is invested, to ensure that this happens in the most suitable manner, in line with the Fundraising Regulator's statement of investment principles.
  • To ensure that there is no personal profit from the office of Director.

7. Expectations of Directors

7.1  Directors are expected to attend Board meetings and meetings of any Committee of which they are a member, to prepare fully for those meetings, to engage actively in discussion and decision making, to accept collective decisions that have been taken, to exercise collective responsibility and to respect confidentiality where required. Directors should also be prepared to provide advice and support where necessary between meetings.

7.2  Board members will be expected to participate in annual appraisals of performance, carried out by the Chair.

8. Conflicts of interest

8.1  Directors are required to declare any conflicts or potential conflicts of interest on an annual basis; these will be recorded on the register of interests. 

8.2  If a Director identifies a potential conflict arising from an agenda item or paper at a forthcoming Board or Committee meeting, this should be flagged in advance with the Chief Executive; the Chair may ask the Director to leave the room or not participate when the item is discussed.

9. Review

9.1  Terms of reference are reviewed bi-annually, or earlier than that if necessary.  These terms of reference were agreed by the Board on 9th March 2016 and amended on 25 October 2018. The scheduled review date is October 2020.