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Terms of reference

Contents

Terms of reference _______________________________________________________________________ 1

Contents _______________________________________________________________________________ 1

NUS Group Boards and Subcommittee Governance _____________________________________________ 3

1. NUS UK Board _________________________________________________________________________ 4

Terms of Reference ____________________________________________________________________________ 4

Schedule of Delegated Authorities ________________________________________________________________ 6

Cycle of Business 2017/18 _______________________________________________________________________ 7

2. NUS Students’ Unions Charitable Services __________________________________________________ 9

Terms of Reference ____________________________________________________________________________ 9

Schedule of Delegated Authorities _______________________________________________________________ 11

Cycle of Business 2017/18 ______________________________________________________________________ 12

3. NUS Services Board ____________________________________________________________________ 13

Terms of Reference ___________________________________________________________________________ 13


Cycle of Business _____________________________________________________________________________ 16

4. NUS Scotland Charitable Services ________________________________________________________ 17

4.1 Membership ________________________________________________________________________ 17

The Board no longer meets and items are signed off by NUS UK Board until the charity is wound up and the NUS SU Charitable Services is registered in Scotland. __________________________________________ 17



5. NUS Group Audit and Risk Subcommittee (A&R) ____________________________________________ 20



7. Human Resources Subcommittee (HR) ____________________________________________________ 24




7. NUS Holdings ________________________________________________________________________ 28



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8. NUS Media __________________________________________________________________________ 31




9. Nominations Committee _______________________________________________________________ 34



10. Epona _____________________________________________________________________________ 36

Terms of reference ____________________________________________________________________________ 36

Cycle of business 2017/18 ______________________________________________________________________ 38

11. NUS Services Direction and Oversight Boards ______________________________________________ 39


12. NUS Services Cooperative Enterprise Unit meetings ________________________________________ 44


13. NUS SU Charitable Services Advisory Groups ______________________________________________ 46

Terms of reference for all four __________________________________________________________________ 46

14. Advisory Group for Development _______________________________________________________ 48

15. Advisory Group for Quality Students’ Unions ______________________________________________ 49

16. Advisory Group for Sustainability _______________________________________________________ 50

17. Advisory Group for Student Opportunities ________________________________________________ 51

18. NUS100 Advisory Group _____________________________________________________________ 53

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NUS Group Boards and Subcommittee Governance

Introduction

The NUS Group is made up of seven separate legal entities each with their own Board and with 14 Sub

committees across them. The total number of meetings a year in our corporate governance adds up to

nearly 70 and there are around 80 volunteers who sit on one or more Boards / Sub Committees.

Through a ‘corporate governance filter’ NUS UK acts as the primary ‘NUS Group’ board although in

reality it delegates much of the responsibility to the other Boards and Subcommittees. There is a (in)

direct ‘owner’ relationship with NUS Holdings, NUS Services, NUS Media and Epona, and NUS UK is the

primary funder of the NUS Charity and NUS Scotland Charity.

NUS Group ‘Corporate’ Structure

It may now be more useful to view our governance structures through the filter of ‘leadership of our

long-term planning themes’ as outlined below:

NUS UK

NUS Holdings

NUS Services

Epona

NUS Media

NUS SU

Charitable Services

NUS ScotlandCharitable Services

Campaigning & Influencing

NUS UK

Supporting Students Unions

NUS SU

Charitable Services

NUS ScotlandCharitable Services

Enterprise & Engagement

NUS Holdings

NUS Services

Epona

NUS Media

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1. NUS UK Board

Terms of Reference

1.1 Membership | 2017/18

Name Role Position (e.g. Chair)

Alistair Wilson Non-Executive Trustee

Andrew Westwood Non-Executive Trustee

Dianne Nelmes Non-Executive Trustee Vice-chair

Kate McKenzie Non-Executive Trustee

Amatey Doku NUS Officer - Trustee

Hareem Ghani NUS Officer - Trustee

Jess Bradley NUS Officer - Trustee

Robbie Young NUS Officer - Trustee

Vacant Student - Trustee

Jo Goodman Student - Trustee

Amanda Chetwynd-

Cowieson

Student - Trustee

Jack Mably Student - Trustee

Ruth Titmuss Student - Trustee

Tom Phipps Student - Trustee

Shakira Martin National President – Trustee Chair

Other attendees

NUS Group Chief Executive

Deputy CEO Student Voice and Influence

Deputy CEO Membership and Union Development

Director Finance and Enterprise

Director People, Governance and Performance

Other Group staff (as required)

Executive Office team members to provide meeting support

International Students’ Officer

Chair of the Services Board

1.2 Purpose

1. The NUS UK Board’s principal function in exercising its powers, duties and functions shall be to

serve the aims, objects and wishes of the National Conference, National Executive Council and

committees in line with policy set out by those bodies.

2. The NUS UK Board is responsible for the management and administration of the National Union,

this includes responsibility for the detailed internal budgets.

3. The NUS UK Board shall provide leadership and oversight of the long-term ‘Campaigning and

Influencing’ plans and work of the NUS Group and ensure appropriate oversight of the delivery of

the operating plans and KPIs in line with the overall aims and objectives.

5

1.3 Powers, Scope and Delegated Authority

4. The NUS UK Board shall jointly along with the National Executive Council propose the Estimates to

National Conference for approval and then; jointly with the National Executive Council approve the

Detailed Internal Budgets for the year ahead.

5. The NUS UK Board shall delegate authority to the A&R Subcommittee to manage and monitor the

organisation’s finances and risk across the whole NUS Group.

6. The NUS UK Board delegates responsibility to the HR Subcommittee to manage and monitor all

matters relating to human resources across the whole NUS Group.

1.4 Objectives

7. The Board will:

7.1 Approve and monitor NUS Group Strategic Plan;

7.2 Approve and monitor performance of ‘Campaigning and Influencing’ operating Plan and KPIs;

7.3 Approve and recommend to National Conference the NUS UK estimates;

7.4 To note the minutes of the A&R Subcommittee and to consider any recommendations;

7.5 To note the minutes of the HR Subcommittee and to consider any recommendations;

7.6 Approve the detailed internal budgets;

7.7 Approve CEO pay; and

7.8 Approve the Leadership Report outlining key areas of progress and activity.

8. In addition the NUS UK Board will report at each annual National Conference a statement of

account and balance sheet for the financial year ending on the 30th June of the previous year and

shall submit a budget for the ensuing year.

9. Monitor National Conference numbers and review outcomes and feedback following each annual

Conference.

1.5 Selection

10. NUS Officer Directors are appointed to the role by the National Executive Council.

11. Student Directors are elected each year at National Conference.

12. Non-Executive Directors are recommended to conference by the Nominations committee after an

application and interview process.

1.6 Terms of office

13. NUS Officer Directors are appointed for 1 year and can be re-elected for another 1 year term, they

are elected by the NEC each July and retire on the 30th June.

14. Student Directors are appointed for a 2 year term non-renewable. Terms begin 1st July and end

30th June.

15. Non-Executive Directors are appointed for a 3 year term renewable once.

1.7 Members

16. The members of NUS UK the constituent members and any other as defined in the articles and

rules.

1.8 Governance

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17. In the case of an equality of votes, whether on a show of hands or on a poll, the chair of the

meeting shall not be entitled to a casting vote in addition to any other vote he or she may have.

18. The Directors may delegate any of their powers or functions to any committee or the carrying out

of any of their resolutions and day to day management of the affairs of the National Union to any

person or committee in line with the conditions set out in the Articles.

19. The Chief Executive of the NUS will report to the NUS UK Board.

1.9 Chair of the Board

20. Chair of the Board shall be the National President or such other Officer Trustee who is appointed

as chair by the National President;

21. The Trustees may appoint a Director to be Vice-Chair of the Board and may at any time remove

them from office. The role of the Vice-Chair will be to support the Chair.

1.10 Committee proceedings

22. This Board will usually meet 4 times per year with a 4 hour meeting time arranged. 21. Guests or

Observers can attend the meetings at the discretion of the Chair.

23. Papers will be communicated electronically prior to the meetings.

24. Directors and other attendees are entitled to attend the meeting through telephone or

videoconference if they are unable to attend in person, this does not affect quorum, however at

least one meeting per annum must be attended in person.

25. Between meetings decisions can be made via electronic or virtual communication provided

quorum is still met.

26. Meetings will usually be held at one of the NUS offices or a suitable Students’ Union. Travel and

other expenses will be reimbursed provided they are submitted in time to the relevant staff

support and assigned to the relevant budget code.

1.11 Quorum

27. Quorum is 7, which must include at least 3 of the 5 NUS Officer Trustees.

Schedule of Delegated Authorities

Area/Item Responsibility

HR/People The responsibility of monitoring the organisation’s people is delegated to

the HR Subcommittee as outlined in its terms of reference.

A&R The responsibility of monitoring the organisation’s finances, audit process

and management of risk is delegated to the A&R Subcommittee as outlined

in its terms of reference.

Whilst the NUS UK Board holds the responsibility of the detailed internal

budgets it delegates powers to the A&R Subcommittee to approve and

make recommendations to the NUS UK Board and National Executive

Council.

Appointments Where the articles of the other NUS Group entities (company and charity)

state that the NUS UK appoint people to their relevant boards this shall be

delegated to the Nominations Committee to manage the recruitment and

approve the appointment.

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NUS Officer Pay Recommendations shall be made by a subgroup of; 2 NUS UK Board Non-

Executive members, an SU Staff member of the NUS Services Board and an

external member and approved by the NUS UK Board.

Cycle of Business 2017/18

Board DatesApproval/note

/discuss20 Sep 17 06 Dec 16 06 Feb 18 05 Jun 18

Declaration of interests Approve

Appointments and resignations (when applicable) Approve

Terms of Reference Approve

Meeting cycles Approve

Delegated theme of the P100 strategy Discuss

Campaigning and influencing KPIs Approve

Compnay law meeting Discuss/aaprve

Governance review Discuss Approve

Race Equity plan Approve

Events planning Approve

Estimates Note

budgets Approve

Accounts and audit Approve

Reporting Note

Group Leadership report Discuss

HR Subcommittee report

Note (unless there is

something HR asks them

to approve)

A&R Subcommittee report


something A&R asks them

to approve)

Annual report (National conference report) Approve

National Conference Review Report Note

code of conduct Note

No platform update Note

NEC minutes Note

International relations strategy update note

Learner voice framework for post-16 education Information (when applicable)

Positive mental health in post-16 education Information (when applicable)

Employer Brand Information

Company Law meeting approve

Positioning of sustainability within the group Discuss (when applicable)

Note on 'big ticket' items:

This should be discussed at the induction session and used to help form the agendas throughout the year.

The Governance Team manager will present to

the ET meetings the agendas and discuss other

items for this category which should be added

here.

Other 'big ticket' items for 2016/17

NUS UK Board

Governance

Finance and Risk

For information

Strategy and operations

Reports

8

Back to contents

9

2. NUS Students’ Unions Charitable Services

Terms of Reference

2.1 Membership 2017/18

Name Role Position (e.g. Chair/Deputy

Chair)

Vacant NUS UK student Trustee

Ruth Titmuss NUS UK Student Trustee

Dianne Nelmes NUS UK Non-Executive

Trustee

Jess Bradley NUS UK Officer Trustee

Robbie Young NUS UK Officer Trustee

Vacant NUS UK Officer Trustee

Ali Milani VP Union Development Chair

Tom Vaughan Non-Executive Trustee

Aidan Grills SU Staff - Trustee Vice-Chair

Samantha Budd SU Staff - Trustee

Jacqui Clements SU Staff - Trustee

Other attendees


Deputy CEO Membership and Union Development





2.2 Purpose

1. The NUS SU Charitable Services Board shall provide leadership and oversight of the long-term

‘Supporting Students’ Unions’ plans and work and ensure appropriate oversight of the delivery of

the operating plans and KPIs that underpin the overall aims and objectives.

2. The NUS SU Charitable Services Board shall be responsible for the management and

administration of the Charity.


3. The NUS SU Charitable Services Board shall oversee and scrutinise the planning and

implementation of externally funded programmes or activities – commissioned through the

Charity.

4. The NUS SU Charitable Services Board delegates authority to the A&R Subcommittee to manage

and monitor its finances and risk.

5. The NUS SU Charitable Services Board delegates authority to the HR Subcommittee to manage

and monitor all matters relating to human resources.

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2.4 Objectives

6. The Board will:

6.1 Approve and monitor performance of ‘Supporting Students’ Unions plan and KPIs;

6.2 Approve the Leadership Report outlining key areas of progress and activity;

6.3 Approve the remit and activity statement;

6.4 To note the minutes of the A&R Subcommittee and to consider any recommendations;

6.5 To note the minutes of the HR Subcommittee and consider any recommendations;

6.6 Approve and monitor performance of projects funded through NUS UK;

6.7 Approve and monitor performance (where appropriate) of externally funded projects;

6.8 Receive updates from the Direction and oversight Boards and approve

recommendations; and

6.9 Monitor performance of the training and development provided to Students’ Unions

staff and officers.

2.5 Selection

7. The SU staff trustees apply and are interviewed for the role and are appointed by the Nominations

Committee.

8. Non-Executive Trustees apply and are interviewed for the role and are appointed by the

Nominations Committee.

9. NUS Officers, Student Trustees and the Non-Executive Trustee NUS UK rep are appointed from the

NUS UK Board by the NUS UK Board following a recommendation from the National President, these

appointments are reviewed annually but continuity should be considered. Terms on the Charity

Board can be up to the length of the term on the UK Board.

2.6 Terms of office

10. SU Staff Trustees are appointed for a 3 year term, renewable once.

11. Non-Executive Trustees are appointed for a 3 year term, reviewed annually, renewable once.

12. Representatives from the NUS UK Board are appointed for a term of 1 year renewable once.

2.7 Members

13. NUS UK is the sole member.

2.8 Governance

14. The sole member of NUS SU Charitable Services is NUS UK and the National President acts as its

authorised representative. The President will be invited to observe one of the meetings annually.


15. The Member (NUS UK) may appoint one of the Trustees to be the Chair of the Trustees for such

term of office as it may determine and may at any time remove him or her from that office,

whether or not also removing him or her as a Trustee.

16. The Member (NUS UK) may also appoint one of the Trustees to be the Deputy Chair of the

Trustees for such term of office as it may determine and may at any time remove him or her

from that office, whether or not also removing him or her as a Trustee.

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17. This Board will usually meet 4 times per year.


other expenses will be reimbursed provided they are submitted in time to the relevant staff support

and assigned to the relevant budget code.

19. Guests or Observes can attend the meetings at the discretion of the Chair.


21. Trustees and other attendees are entitled to attend the meeting through telephone or



22. Between meetings decisions can be made via electronic or virtual communication provided quorum

is still met.

2.11 Quorum

23. The quorum for meetings shall be one-third (rounded to 4 if all Trustees are in place) of the total

number of Trustees.

24. If the total number of Trustees for the time being is less than the quorum required, the Trustees

must not take any decision other than a decision to ask the Member to appoint further Trustees.



HR/People The responsibility of monitoring the organisations people is delegated to the

HR Subcommittee as outlined in its terms of reference.

A&R The responsibility of monitoring the organisations finances, audit process



Advisory Groups Direction and Oversight Boards have been delegated responsibility to

monitor specific areas of work in the Charity and make recommendation to

the Board for decision. The Board will delegate decision making on an adhoc

basis when applicable.

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Back to contents

Board DatesApproval/note/d

iscuss05 Sep 17 21 Nov 17 30 Jan 18 22 May 18




Charity activities and remit letter Approve



Feedback from Advisory Groups Discuss/Approve

Evaluation of SU 2017 discuss

SU 2018 Discuss approve


Members meeting Discuss approve

Race Equity plan approve


Estimates Note

budgets Approve


Reporting Note




something HR asks them to

approve)



something A&R asks them to

approve)

Lead and Change evaluation Approve

Positioning of sustainability within the group Discuss (when applicable)

Model of best practice (supporting excellence in students' unions) Approve (when applicable)

Convention plans approve

Learning academy Information (when applicable)



The Governance Team manager will present to the ET meetings the agendas and discuss other items for this category which should be added here.

Other 'big ticket' items

Reports

Finance and Risk

NUS SU Charitable Services Board

Governance


13

3. NUS Services Board

Terms of Reference


Name Role Position (e.g. Chair/Vice

Chair)

Audrey Burns SU staff

Graeme Wood SU staff

Matt Robinson SU staff

Tricia O’Neill SU staff

Meike Imberg SU Student Officer

Darren Clarke SU Student Officer

Eleanor Keiller SU Student Officer

Mahatir Pasha SU Student Officer

Gwyneth Sweatman NUS Officer

Shuwanna Aaron NUS Officer

Ali Milani NUS Officer Chair

Vacant Non-Executive Director

David Redpath Non-Executive Director

Other attendees






National President

3.2 Purpose

1. The NUS Services Board shall provide leadership and oversight of the long-term ‘Enterprise and

Engagement’ plans and work and ensure appropriate oversight of the delivery of the operating

plans and KPIs that underpin the overall aims and objectives.

2. The NUS Services Board shall be responsible for the management and administration of the

company.


3. The NUS Services Board shall oversee and scrutinise the planning and implementation of

commercial and revenue generating programmes or activities – commissioned through NUS

Services.

4. The NUS Services Board shall delegate authority to the A&R Subcommittee to manage and

monitor its finances and risk.

5. The NUS Services Board delegate responsibility to the HR Subcommittee to manage and monitor

all matters relating to human resources.

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3.4 Objectives

6. The Board will;

6.1 Approve and monitor performance of the Enterprise and Engagement plan and KPIs;

6.2 Approve the Leadership Report outlining key areas of progress and activity;

6.3 Receive updates from the Direction and oversight Boards and approve recommendations;

6.4 Review UnionCloud performance and approve recommendations;

6.5 To note the minutes of the A&R Subcommittee and to consider any recommendations; and

6.6 To note the minutes of the HR Subcommittee and to consider any recommendations.

3.5 Selection

7. The SU staff Directors are recruited and appointed by NUS Holdings.

8. Non-Executive Directors are recruited and appointed NUS Holdings.

9. SU Student Directors are elected by the CEUs.

10. NUS Officers are appointed by NUS Holdings.

3.6 Terms of office and eligibility

11. SU staff Directors are appointed for 3 years renewable once.

12. Non-Executive Directors are appointed for 3 years renewable once.

13. SU Student officer Directors are appointed for 1 year, renewable once.

14. SU Student Officer Directors or Staff Directors cease to be a trustee if they are no longer a

member or staff member of a Constituent Member.

15. NUS Officers are appointed for 1 year, renewable until they leave office.

3.7 Members

16. The members are NUS Holdings, which has the majority, and any remaining Students’ Unions still

in possession of shares.

3.8 Governance

17. NUS Holdings is the majority shareholder in NUS Services with some Students’ Unions still holding

4% of the shares.


18. The Trustees shall appoint one of their number to be the Chair and another as Vice-Chair and may

at any time remove them from that office. Such appointment or removal shall be by majority vote

in respect of which each director shall have one vote.


19. This Board will usually meet at least 4 times per year.

20. Guests or Observers can attend the meetings at the discretion of the Chair.





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3.11 Quorum

25. The quorum necessary for the transaction of business of the trustees shall be one third of the total

number of trustees holding office at the relevant time provided that if such one third number is

not a whole number the quorum shall be the next highest whole number and provided that the

quorum shall never be less than two.








Direction and

Oversight Boards

Direction and Oversight Boards have been delegated responsibility to

monitor specifics areas of work in the Charity and make recommendation to

the Board for decision.


NUS Media Ltd

Strategic, Financial

and Operational

decisions

Delegated to the NUS Services Board from the NUS Media board

16

Cycle of Business

Back to contents

Board DatesApproval/note/d

iscuss14 Sep 17 23 Nov 17 01 Feb 18 31 May 18





NUS Services Company plan Discuss/approve


DOBs update Discuss/Approve

CEUs Discuss


Members meeting Discuss/approve

Race Equity plan approve


Estimates Note

budgets Approve


Reporting Note




something HR asks them to

approve)



something A&R asks them to

approve)

Annual report Approve

Ethical Supply chain update Note/Discuss

UnionCloud customer satisfaction Note/Discuss

NUS Media Business plan updates approve

NUS extra strategy updates approve

Convention plans Approve

Epona Strategy updates approve

Digital data intelligence programe Discuss (when applicable)

Positioning of Epona within the group approve (when applicable)



The Governance Team manager will present to

the ET meetings the agendas and discuss other

items for this category which should be added

here.

Other 'big ticket' items

NUS Services Board

Governance

Finance and Risk

For information


Reports

17

4. NUS Scotland Charitable Services

4.1 Membership

The Board no longer meets and items are signed off by NUS UK Board until the charity is wound up and

the NUS SU Charitable Services is registered in Scotland.

4.2 Purpose

1. The NUS Scotland Charitable Services Board shall provide leadership and oversight of the long-

term plans and work and ensure appropriate oversight of the delivery of the operating plans and

KPIs that underpin the overall aims and objectives.

2. The NUS Scotland Charitable Services Board shall be responsible for the management and

administration of the Charity.

3. The NUS Scotland Charitable Services Board shall provide leadership and insight into student’

association development programmes through NUS Scotland.


4. The NUS Scotland Charitable Services Board shall oversee and scrutinise the planning and

implementation of programmes or activities of the Charity.

5. The NUS Scotland Charitable Services Board shall delegate authority to the A&R Subcommittee to

manage and monitor its finances and risk.

6. The NUS Scotland Charitable Services Board delegate responsibility to the HR Subcommittee to

manage and monitor all matters relating to human resources.

4.4 Objectives

7. The Board will:

7.1 Approve and monitor the performance of projects financed by the NUS Scotland Charity;

7.2 Approve the remit and activity statement;

7.3 Monitor performance of the training and development provided to Students’ Associations staff

and officers;

7.4 Approve Head of NUS Scotland Charitable services report outlining key areas of progress

7.5 To note the minutes of the A&R Subcommittee and consider any recommendations;

7.6 To note the minutes of the HR Subcommittee and consider any recommendations;

7.7 Approve and monitor performance of projects funded through NUS UK;

7.8 Approve and monitor performance (where appropriate) of externally funded projects;

7.9 Receive updates from the Advisory Groups and consider any recommendations;

7.10 Monitor performance of the training and development provided to Students’ Unions.

4.5 Selection

8. The SU staff trustees apply and are interviewed for the role and are appointed by the Nominations

Committee.

9. Non-Executive Trustees apply and are interviewed and approved for the role by representatives of

the Board and are appointed by the Nominations Committee.

10. NUS Scotland Executive Committee Officers are elected from the Scottish Executive Committee and

are appointed by the Nominations Committee.

11. Student trustees apply and are interviewed and approved for the role by representatives of the

Board and are appointed by the Nominations Committee.

12. NUS UK and NUSSUCS reps are elected from their Boards by the NUS UK Board following a

recommendation from the National President.

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4.6 Terms of office

13. SU Staff Trustees are appointed for a 3 year term, renewable once.

14. Non-Executive Trustees are appointed for a 3 year term, reviewed annually, renewable once.

15. Student Trustees are appointed for a 2 year term, reviewed annually.

16. Representatives from the NUS UK Board are appointed for a term of 1 year renewable once.

4.7 Members

17. NUS UK and NUS Students Union Charitable Services are members of NUS Scotland Charitable

Services.

4.8 Governance

18. In matters of Company law NUS UK has 99 votes and NUS Students Union Charitable Services

have 1 vote. The National President is the representative of NUS UK.


19. The charity trustees must elect (from among themselves) a Chair and a Vice Chair.

20. The Chair must be drawn from one of the NUS Scotland officers or Student Trustees.

21. The Vice – Chair must be drawn from one of the SU staff Trustees or Non-Executive Trustees.


22. This Board will meet at least 2 times per year.

23. Meetings will usually be held at Papermill Wynd. Travel and other expenses will be reimbursed

provided they are submitted in time to the relevant staff support and assigned to the relevant

budget code.






27. Between meetings decisions can be made via electronic or virtual communication provided quorum

is still met.

4.11 Quorum

28. The quorum for meetings shall be 5 trustees, with the additional requirement that there must be 2

trustees who are Student trustees.

29. If the total number of Trustees for the time being is less than the quorum required, the Trustees

must not take any decision other than a decision to ask the Member to appoint further Trustees.



19


HR Subcommittee as outlined in its terms of reference. Transfer of the

people from Scottish charity to SPARQS



in its terms of reference. Transfer of the finances from Scottish charity to

SPARQS.

NUS UK Memorandum of understanding between NUS and SPARQS.


1. Accounts and audit

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20

5. NUS Group Audit and Risk Subcommittee (A&R)

Terms of Reference



Chair)

Ceri Davies to be

replaced by

Audrey Burns

NUS Services Director

Darren Clarke NUS Services SU Officer

Alistair Wilson NUS UK Non-Executive Chair

Amatey Doku NUS UK Officer

Jack Mably NUS UK Student

Jim Gardner to be

replaced by

NUS Charity SU staff

Ali Milani NUS Charity Officer

Jon Berg SU Staff

Other attendees


Director Finance

Head of Finance / Finance accountant

External Auditors (as required)

External Advisers (as required)



5.2 Purpose

1. To support and assist the NUS Group to make sound financial and risk decisions and advise the

Boards on appropriate courses of action in this area.

5.3 Powers and Scope

2. The A&R Subcommittee is a subcommittee of the NUS UK Board which comprises knowledgeable

Trustees and has delegated authority to consider, make decisions and recommendations for the

NUS Group on a range of subjects, as determined by the Boards. This will include, but not

exclusively:

2.1 Financial stewardship

2.2 Affiliation fees hardship and abatement claims

2.3 Audit process, including the monitoring of external auditors performance and approve

their appointment

2.4 Effective use of resources – financial and otherwise

2.5 Property & estates management

2.6 Risk management and business continuity planning

2.7 ICT & capital

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5.4 Objectives

3. The committee is to discuss and will be required to approve or reject items that come to the

meetings in relation to:

3.1 Monitor Quarterly Managements Accounts of all entities across NUS Group;

3.2 Monitor Group Risk register;

3.3 Make recommendations of NUS UK Estimates and budgets for NUS UK Board to approve;

3.4 Approve Detailed internal budgets across all entities across NUS Group;

3.5 Approve Hardship requests;

3.6 Approve Abatement requests;

3.7 Receive and approve audited accounts;

3.8 Approve auditors’ management letter;

3.9 Approve the creation of posts above £50K;

3.10 Approve Annual cost of living, pensions.

5.5 Selection

4. The SU Staff apply are recruited and appointed by the Nominations Committee.

5. Representatives from the NUS UK Board are appointed by the National President and approved by

the Board.

6. Representatives from the other NUS Group Boards are appointed by the Chair of the relevant

Board and approved by that Board.

5.6 Terms of Office and eligibility

7. SU Staff are appointed and approved by the nominations committee for 3 years renewable once.

8. Representatives of the NUS UK Board are appointed annually and renewable until the end of their

term on the Board.

9. Representatives of the other NUS Group Boards are appointed annually by the Board they sit on

and renewable until the end of their term on the Board.

5.7 Governance

10. The NUS UK Board holds the overall responsibility for the committee.

11. A report from each HR Subcommittee will go to each of the Group Boards detailing any

recommendations for consideration.

12. A report from each A&R Subcommittee will go to each of the Group Boards detailing any

recommendations for consideration.

5.8 Chair of the Committee

13. The Chair of the Subcommittee is appointed by the NUS UK Board.

14. The Vice – Chair is appointed by the Subcommittee.


15. Meetings will usually be held at least 4 times a year. Additional meetings may be called as

required.

16. The scheduling of meetings should allow for decisions and recommendations agreed at A&R to be

reported to the next available meeting of the Boards.

22










5.10 Quorum

21. The quorum of the committee is one third of the members rounded up.

Schedule of Delegated Authorities Cost Category Proposed Rules

Contracts (excl projects) Buying

Signature by Buying Director- items over £500k must be approved by

Director of Finance and Enterprise.

General. Signature by:

< £1k annual cost to be sign by Department Manager DM)

<£25k to be signed by any director

>£25k to be signed by Director of Finance and Enterprise

Projects Bids:

<£100k to be approved off by Director

>£100k to be approved additionally by Director of Finance and

Enterprise

Capital Projects Capital items requests will be discussed as part of the annual budget

process and authorisation of this expenditure will take place at this

time.

Any expenditure required outside of this process will be authorised

according to the authorities detailed below.

Items

>£1.5k to be approved by Director of Finance and Enterprise via

Focalpoint

>£50k to be approved by Audit and Risk Subcommittee

>£100k to be approved by Board

IT Spend Items

>£500 and less than £5,000 to be approved by IT Manager

>£5k to be approved by New Media Director

Expenses Signed off by DM via Focalpoint (except for volunteers; signed off by

budget holder)

Items over £1.5k additionally to be approved by Director of Finance and

Enterprise via new Focalpoint

23

Other Costs General expenditure requests will be discussed as part of the annual

budget process and authorisation of this expenditure will take place at

this time.

Any expenditure required outside of this process will be authorised

according to the authorities detailed below:

General

< £1k annual cost to be sign by DM

<£25k to be signed by any director

>£25k to be signed by Director of Finance and Enterprise

Banking- cheques Must be signed by two mandated proposed but formal procedure to be

introduced to review all mandates formally on a six monthly basis by

the Director of Finance and Enterprise to ensure that they are up to

date and appropriate

Banking- cash Cash control schedule to be introduced

Banking- BACS File must be approved by: File must be approved by Head of Finance,

FP&A Manager, Financial Accountant or Central Billing Manager

BACS payments can only be processed by use of a smartcard held by

the above.

Banking- credit/purchase

cards

Cards issued in agreement with Director of Finance and Enterprise or

the Head of Finance

Statement requires sign off by line manager

Entertainment/hospitality Items over £100 to be authorised in advance by a Director

Recruitment of staff All recruitment to be approved Executive Team

New posts in grades J and K to be approved by the Audit and Risk

Subcommittee. In this context new is defined as an incremental post

for the organisation rather than a re-grade of an existing position.

Engagement Of Recruitment

Agencies

People Team Manager to establish a list of preferred providers

Engagement of any agencies to be approved in advance by the People

Team Manager.

Training Budget for training approved by the Audit and Risk Subcommittee

Required training to be identified in departmental plans

All Qualifications and training over £1k to be approved by the Executive

Team.

Payroll Processing Authority Review and authorisation required by: People Team Manager, Head of

Finance or in their absence Finance Manager, to include review of

monthly payroll variance report.

Payroll Amendments Payroll instruction sent by People Team administrator by e mail for

starters, leavers and adjustments to standard pay authorised by People

Team Manager.

Wage Advances Any advances to be authorised by the People Team Manager.

24

7. Human Resources Subcommittee (HR)

Terms of Reference


Name Role Position (e.g.

Chair/Deputy Chair)

Jacqui Clements NUS Charity SU staff

Meike Imberg NUS Services SU Officer

Robbie Young NUS UK Officer

Vacant NUS UK Student

Kate McKenzie NUS UK Non-Executive Chair

Sarah Gosling SU Staff volunteer Vice-chair

Jo Thomas SU Staff volunteer

Other attendees


People Team Manager

HR Business Partner

Members of the staff Trade Union will be invited as appropriate



6.2 Purpose

1. To support and assist the NUS Group to make sound human resource decisions and advise the

Boards on appropriate courses of action in this area.


2. The Human Resources (HR) Sub Committee has delegated authority to consider, make decisions

and recommendations on a range of subjects, as determined by the Board. This will include

strategic oversight and responsibility in the following areas:

2.1 Staff Recruitment and Induction;

2.2 Training and Development of Staff;

2.3 The setting and monitoring of HR procedures and policies;

2.4 Continuity planning;

2.5 The organisation’s staffing with Audit, Risk and Remuneration benefits for staff.

6.4 Objectives


meetings in relation to:

3.1 People Profile and Equality and Diversity Monitoring;

3.2 Approve Senior Staff pay;

3.3 Make recommendations to NUS UK Board for CEO Pay;

3.4 Approve significant amendments to staffing structures;

25

3.5 Approve and monitor People Strategy;

3.6 Monitor grievance and disciplinary procedures;

3.7 Approve people policies and procedures;

3.8 Monitor Staff Engagement survey;

3.9 Monitor safeguarding and code of conduct cases.

6.5 Selection

4. SU staff volunteers apply and interview for the role and are appointed by the Nominations

Committee.

5. Trustees of the Boards, are elected each year by the Boards.

6.6 Terms of Office

6. The term of office for SU staff volunteers is 3 years, reviewed annually and renewable once.

7. Trustees from other Boards are appointed for 1 year, renewable once for student trustees and

until the end of their term for Non-Executive Trustees.

6.7 Governance

8. A report from each HR Sub Committee will go to each of the Group Boards summarising the

decisions and detailing any recommendations for approval.

9. The HR Sub Committee minutes will go to each of the Group Boards to be noted.

10. The NUS UK Board holds the overall responsibility for the committee.


11.The Chair is appointed by NUS UK Board.

12.The Vice Chair is appointed by the Committee.


13. The committee will usually meet 4 times per year (minimum twice per year).

14. Guests or observers can attend the meetings at the discretion of the Chair.










6.10 Quorum

19. The quorum of the committee is one third of the members, rounded up.

26



Engagement Of

Recruitment Agencies

Director People, Governance and Performance to establish a list of preferred

providers;

Engagement of any agencies to be approved in advance by the Director

People, Governance and Performance

Learning and

Development

Budget for L&D approved by A&R;

Required L&D to be identified in departmental plans;

L&D requests up to £500 authorised by departmental budget holders;

L&D requests between £500 and £1000 authorised by Director People,

Governance and Performance;

L&D requests £1000+ authorised by Executive Team.

Payroll Processing

Authority

Review and authorisation required by: Director People, Governance and

Performance, Director Finance and Enterprise or in their absence Head of

Finance, to include review of monthly payroll variance report.

Payroll Amendments Payroll instruction sent by People Team Administrator by e mail for starters,

leavers and adjustments to standard pay authorised by People Team

Manager.

Wage Advances Any advances to be authorised by the People Team Manager

Amendments to

staffing structures

Organisational restructure that involves 10 or more employees being placed

at risk of redundancy to be approved in advance by HR Subcommittee – if

there is a requirement for this to happen within a timeframe outside of a

schedule meeting, then Chair’s Action may be applied at the discretion of

the Chair;

Reorganisation that involves amendment to posts but less than 10

employees at ‘risk of redundancy’ to be approved in advance by staffing

committee and reported to HR Subcommittee

Grievances,

Disciplinaries and

Performance

Improvement

Measures

Total number of live cases to be reported to HR Subcommittee.

Policies and

Procedures

All reviewed and amended policies and procedures to be approved by HR

Subcommittee.

People Strategy and

Plan

Rolling people strategy to be approved by HR Subcommittee and Board with

performance against strategy scrutinised on annual basis;

Annual people plan to be set by Director People, Governance and

Performance and scrutinised by HR Sub Committee.

Diversity Monitoring Diversity Profile to be reported to HR Sub Committee and rolling Equality

and Diversity strategy scrutinised

Senior Staff Pay Any increases to existing senior staff pay (excluding the Chief Executive) to

be approved by HR Subcommittee. There will be a paper submitted

annually to the May Committee with any recommendations.

Any increases to Chief Executive pay to be approved by the NUS UK Board

following a recommendation from HR Subcommittee

CEO Pay Recommendations shall be made by the HR Subcommittee to be approved

by the NUS UK Board.

27


Back to contents

Approval/note/

discuss

02/11/20

17

(whole

day)

18 Jan 18 08 May 18





Organisational Effectiveness plans (People) Approve

Policy review cycle Approve

People Profile and E&D Monitoring Discuss/Note

Senior Staff Pay Approve

CEO Pay Approve

Significant amendments to staffing structures Approve

People Strategy Approve

Code of conduct Discuss/Note

Cost of living award Approve

Staff engagement survey results and actions Discuss/Note

Grievances and Disciplinaries Note

People Statistics and information Note

Safeguarding review Note

Other

Creating equity at work training Training

Racial justice training Training

People

For info

HR Subcommittee

Governance

Policies

28

7. NUS Holdings

Terms of Reference


Name Role Position (e.g. Chair)

Simon Blake NUS Chief Executive

Doug Taylor Non-Executive Director

Ian Passmore Non-Executive Director

Shakira Martin National President Chair

Ali Milani NUS Officer Vice- Chair

7.2 Other attendees



7.3 Purpose

1. The NUS Holdings Board shall be responsible for the management and administration of NUS

Holdings.

2. To oversee and ensure effective implementation of long-terms plans regarding the estates

strategy of the NUS Group.


3. The NUS Holdings Board powers shall include but not be limited to ultimate responsibility for the

management and administration of NUS Holdings.

4. This Board is the holder of NUS Staff contracts however its HR responsibilities have been

delegated to the HR subcommittee and the Audit, Risk and Remuneration committee.

7.5 Objectives


meetings in relation to the assets of the organisation including property, estates and capital.

6. Discuss and agree long-term and operating plans on the assets of the Group.

7.6 Selection

7. The NUS officer is recommended by the National President and appointed by NUS UK Board.

8. Non-Executive Trustees apply and are interviewed for the role before being appointed by the

Nominations Committee.

7.7 Terms of Office

9. NUS Officers are appointed for 1 year renewable once.

10. Non-Executive Trustees are appointed by the Nominations Committee for a 3 year term

renewable once.

7.8 Members

29

11. The sole member of this Company is NUS UK.

7.9 Governance

12. Questions arising at a meeting shall be decided by a majority vote. In the case of an equality of

votes, the chair shall have a second or casting vote.

13. Trustees can delegate any of their powers to any committees consisting of one or more trustees.

14. Current delegated authorities include HR and remuneration responsibilities to HR subcommittee

and A&R. HR Subcommittee minutes will be presented at the Holdings Board meetings.


15. The Board may appoint any one of their number to be Chair.

16. The Board may appoint any one of their number to be Vice-Chair.


17. This Board will usually meet at least twice per year.











7.12 Quorum

23. The Boards quorum is 2 Trustees.








Appointments The directors shall be appointed and may be removed by service on the

director and the Secretary of a written notice signed by NUS (UK).

A Secretary may, unless appointed by NUS (UK) in accordance with the

procedure for appointing directors.

30

Cycle of Business

1. Approve accounts and audit

Back to contents

31

8. NUS Media

Terms of Reference



Chair)


Ali Milani NUS Services Chair Chair

Shakira Martin National President Vice-Chair

Other attendees

Group IT and New Media Director


This Board is supported by the Executive Office.

8.2 Purpose

1. NUS Media shall be responsible for the management and administration of NUS Media.


2. The NUS Media Board shall provide leadership and oversight of the long-term Media strategy and

work and ensure appropriate oversight of the delivery of the operating plans and KPIs that

underpin the overall aims and objectives.

3. The NUS Media Board delegates authority to the A&R Subcommittee to manage and monitor its

finances and risk.

4. The NUS Media Board delegates responsibility to the HR Subcommittee to manage and monitor

all matters relating to human resources.

8.4 Objectives

5. The NUS Media Board shall discuss and approve the long term strategy and KPIS of NUS Media.

8.5 Selection

6. Non-Executive Trustees are appointed by the Nominations committee after application and

interview.

8.6 Terms of Office

7. Non-Executive Trustees are appointed for a 3 year period, reviewed annually, renewable once.

8. NUS Officers are appointed for 1 year renewable once.

8.7 Members

9. The sole member of this company is NUS Services.

8.8 Governance

10. Any decision making by Trustees must be taken on a majority vote. Each Trustee has one vote.

32

11. Trustees can delegate any of their powers to any committees consisting of one or more trustees.

12. The NUS Media directors report will report into the NUS Services Managing Directors Report for

the NUS Services Board.


13. The Trustees may appoint one of themselves to act as the Chair and another as Vice- Chair.

8.10 Committee Proceedings

14. This Board will usually meet twice per year.











8.11 Quorum

20. The Quorum for a meeting of NUS Media is two; this can be changed by the Board but can never

be less than two. In the case of there being only one non-conflicted director then the quorum

shall be one.








NUS Media Ltd

Strategic, Financial

and Operational

decisions

Delegated to the NUS Services board from the NUS Media board

33

Cycle of Business

1. Approve accounts and audit

Back to contents

34

9. Nominations Committee

Terms of Reference



Chair)

Dianne Nelmes NUS UK Board Non-

Executive

Vice-chair

Amanda Chetwynd-

Cowieson

NUS UK Board Student

Trustee

Zamzam Ibrahim NEC member

Emily Horsfall NEC member

Shakira Martin National President Chair

Other attendees


Deputy CEOs



Other Chairs or members of other NUS Group Boards (as required)


9.2 Purpose

1. To support and assist the NUS Group in providing good governance in the recruitment of

student focused, knowledgeable and suitable Trustees for all the Boards where an election

isn’t specified in the Articles or Rules.


2. It shall be responsible for identifying and recommending to the National Conference persons

who are suitable for appointment to the Board of Trustees as Non-Executive Trustees.

3. It is responsible for identifying and recommending to the National Conference persons who

are suitable for appointment as Chief Returning Officer.

4. It shall be responsible for the approval of all other Non-Executive Trustees, Students, Student

Union staff and officers to their positions onto other NUS Group Boards and subcommittees

where an election or appointment isn’t specified in their rules.

9.4 Objectives

5. To make recommendations for appointment to positions on Boards and subcommittees.

6. To conduct and publish a skills, knowledge and diversity needs audit to guide its recruitment

process.

9.5 Selection

7. NEC members are elected by the NEC from the Block of 15 to join the Nominations

committee.

8. The NUS UK Trustees are appointed by National President approved by the NUS UK Board.

35

9.6 Terms of office

9. NEC members are appointed for 1 year, renewable once.

10. NUS UK Trustees are appointed for 1 year renewable until their term ends.

9.7 Governance

11. The National Executive Council joint with the NUS UK Board holds the overall responsibility for

the committee.


11. The Chair of the Committee is the National President.

9.9 Quorum

12. The quorum of the committee is one third of the members, rounded up.


13. This committee meets as and when it is required.




videoconference if they are unable to attend in person, this does not affect quorum.



9.11 Resources and Budget

18. If the committee needs to meet in person it will usually do so at Macadam House. If required

all travel and other reasonable expenses will be reimbursed if returned in time to the

Executive Office and process using the relevant budget code.









Recruitment of Non-Executive

Trustees, Students, SU staff

who are appointed onto all

other Group Boards

The recruitment of these positions onto a Board shall be delegated

to the Chair of that Board and their nominees. The approval of

these positions shall be with the Nominations Committee.

Back to contents

36

10. Epona

Terms of reference


Name Role Position (e.g.

Chair/Deputy Chair)

Vacant Non-Executive Director

Tricia O’Neill NUS Services SU Staff Director


Sue Wilcox Epona Managing Director

Ran Magnusdottir SU Officer

Ellie Keiller SU Officer

Rob Young NUS Officer Chair

The Board is supported by the Governance Team.

10.2 Purpose

1. The Epona Board shall be responsible for the management, administration and strategy of Epona

and may exercise all the powers of Epona as set out in the Articles of Association and the Rules.


2. The Epona Board powers shall include but not be limited to ultimate responsibility for the:

2.1 Strategy, annual management and administration of Epona; and

2.2 The Detailed Internal Budgets for Epona.

10.4 Objectives

3. The Board is to discuss and will be required to approve or reject items that come to the meetings

in relation to:

3.1 strategy for the company;

3.2 Quarterly management accounts,;

3.3 detailed internal budgets, KPIs;

3.4 audited accounts;

3.5 auditors’ management letter;

37

3.6 operational matters of Epona;

3.7 maintaining the company’s ethical position within the market.

10.5 Selection

4. The SU Staff Trustee is a representative of the NUS Services Board and is elected by the NUS

Services Board.

5. The NUS Services Chair is the Chair of the Epona Board.


6. Non-Executive Trustees are appointed for 3 years renewable once.

7. SU Staff trustees are appointed for 3 years or until the end of their term, whichever is sooner,

and renewable once.

10.7 Governance

8. Regular reporting on the Company will be provided by the Leadership of NUS at each of the

quarterly meetings.

9. A Trustee may vote in regard to any contract or arrangement in which they have an interest as

long as that interest has been fully declared.


10. The board may appoint one of their number to be Chair of the Board and another as Vice-Chair.


11. Meetings will be held at least once per year with regular management meetings to discuss

operational matters in between.








16. Travel and other expenses will be reimbursed provided they are submitted in time to the relevant

staff support and assigned to the relevant budget code.

10.10 Quorum

38

17. Quorum can be fixed by the Board from time to time unless otherwise agreed it will be three

trustees.

Back to contents

Cycle of business 2017/18

Back to contents

Board DatesApproval/

note/disc

uss

13 Sep 17 22 Nov 17 31 Jan 18 29 May 17




Charity activities and remit letter Approve


New NUS Group strategic plan Approve

Epona business plan and KPIs Approve

Estimates Note

Detailed internal budgets Approve


reporting Note

Leadership report Discuss

Sales and margin report Discuss

Production report Discuss

Annual report Approve Discussion

CSR report Discuss

India trip discuss

Other 'big ticket' items for 2016/17

For information

Epona Board

Governance

Strategy

Finance and Risk

Reports

39

11. NUS Services Direction and Oversight Boards

Terms of reference

11.1 Membership

UnionCloud:

Non-Executive volunteer


SU Student officer

SU Student officer

SU Staff volunteer

SU Staff volunteer

SU Staff volunteer

NUS Services SU staff

Extra



SU Student officer

SU Student officer

SU Staff volunteer

SU Staff volunteer

SU Staff volunteer


Trading Support:



SU Student officer

SU Student officer

SU Staff volunteer

SU Staff volunteer

SU Staff volunteer


Other attendees

NUS Group staff attend as is necessary.

These meetings are supported by the relevant staff contact and the Executive Office.

40

11.2 Purpose

1. The Direction and Oversight Boards are there to support the decision making of the NUS Services

Board in matters of NUS Extra, Trading Support and UnionCloud within the Students’ Unions.

2. To guide the meetings of the cooperative enterprise units in encouraging a wide representation,

the generation of new ideas, and to consider new initiatives that come from the CEUs.

3. UnionCloud

3.1 UnionCloud is part of the flagship digital platform serving the needs of 7 million students and 600

Students’ Unions with engagement and data collection tools covering web site provision,

membership, event & eticketing, merchandising, volunteering, student voice and online elections.

The DOB for this initiative will have the opportunity to understand and input into product strategy

& commercial decision making and consider feedback raised via the user community / CEUs to

ensure the platform continues to delivers for students and Students’ Unions.

4. Trading Support

4.1 Overview: To set the strategic direction of for the Trading Support Team by ensuring:

4.2 All activities are reflective of the vision & values of the Company & support the delivery of the

Services Company plan;

4.3 The DOB supports effective membership feedback through the CEU framework.

4.4 The DOB supports effective membership consultation through the commercial workshop

framework. The DOB provides scrutiny & sign off for Tenders throughout the calendar year.

4.5 The DOB provides recommendations to the Services Board for follow up action against non-

compliant members who risk damaging the reputation of the company or disadvantage any of its'

members either individually or as a whole.

4.6 We harness & facilitate entrepreneurship & share best practice to build strong commercial

partnerships.

4.7 We provide quality relevant products & showcase 'best in class' to enable Students' Unions to

grow.

4.8 We strengthen our negotiation position through rewarding compliant, insight & data led

purchasing.

4.9 Any SU non-compliant purchasing is investigated & consequences/action is agreed &

recommended to the Services Board for approval.

4.10 We secure the best deals for all working within our environmental & ethical framework

whilst ensuring the high volume unions benefit accordingly.

4.11 Our training delivery underpins operational excellence, best in class & compliance whilst

maximising the benefit of a collective approach.

4.12 We provide transparent reporting on a quarterly basis to the SU's, as soon as this is

practically available.

4.13 We bring key suppliers to present at DOB meetings to enable decisions to be made

throughout the year to inject pace where appropriate to ensure our members are not disadvantaged.

4.14 We include Students' Unions commercial teams in our decision making as we go & where

applicable, invite such members to the DOB meetings to add value to the decision making process to

engage better & ensure any impact from significant changes at union level is considered fully & is

41

well planned ahead of any such changes in order to ensure any period of transition runs smoothly for

all parties involved.

4. Extra

4.1 To consider the recommendations and outputs of the CEUs, and to critically review opportunities

to extend the reach and innovate NUS extra.


5. The functions of the Direction and Oversight Board shall be to:

5.1 oversee and monitor the operational performance of the CEU;

5.2 set the direction and operating rules of the CEU in the context of the Company Plan, and

consider the financial implications of any new initiatives;

5.3 monitor all financial aspects of the CEU’s activity and trading, and ensure that the CEU’s

performance is monitored against budget, and help the Company’s Board to understand the

CEU’s general financial position;

5.4 monitor the CEU’s financial condition, anticipate problems, and ensure that corrective action is

taken where necessary;

5.5 advise the Company’s Board and Annual Meeting on any matters relating to the CEU that might

create significant risk for the CEU, the Company or the Company Plan;

5.6 make recommendations to the Company’s Board and Annual Meeting about any matters

concerning the CEU, including specific recommendations about the annual target that the CEU

should be required to meet in respect of its trading activity; and

5.7 Determine how any surplus above the annual budget from the CEU’s annual trading activity shall

be applied. For the avoidance of doubt, subject to the Company Plan, any such surplus can be

reinvested in the CEU or distributed to the CEU’s Students’ Unions in such proportions as the

DOB shall decide is appropriate.

6. Decisions made by a Direction and Oversight Board may only be overturned by the Company’s Board

or the NUS UK Board on the basis of:

6.1 financial risk;

6.2 legal requirements; and/or

6.3 The action would present a significant threat to the Company Plan.

7. Provided that the Company’s Board or the NUS UK Board (as appropriate) shall seek appropriate

external advice before exercising its power to overrule and shall report every exercise of its power to

overrule a Direction and Oversight Board to that particular Direction and Oversight Board and to the

annual meeting.

11.4 Objectives

42

8. Each Direction and Oversight Board shall submit a written report to the Company’s Board after each

of its meetings.

9. The Company’s Board shall consider each report and provide feedback to the relevant Direction and

Oversight Board in a timely manner.

11.5 Selection

10. The Students’ Union officers are elected from the CEU’s by the CEU’s.

11. The Students’ Union staff are elected from the CEU’s by the CEU’s.

12. The Services Board members are appointed by the Chair of the Services Board.

13. Non-Executive volunteers are appointed by the NUS Services Board on recommendation from the

CEU, they must have expertise.


14. Students’ Union officers are appointed for 1 year, renewable once. If the individual ceases to be a

Students’ Union officer at any point they must resign from the Direction and Oversight Board.

15. Students’ Union staff are appointed for 3 years, renewable once. If the individual ceases to be a

Students’ Union staff at any point they must resign from the Direction and Oversight Board.

16. NUS Services Board members are appointed for 1 year renewable throughout their remaining term

on the Board.

17. Non-Executive volunteers are appointed for 3 years, renewable once.

11.7 Governance

18. This Board is a sub-board of the NUS Services Board.

19. If there are any urgent matters that a Direction and Oversight Board wishes to raise with the

Company’s Board in between its meetings, the Chair of the Direction and Oversight Board may do so

directly with the Chair of the Company’s Board.

20. The Chair of each Direction and Oversight Board shall be appointed by the members of the relevant

Direction and Oversight Board.


21. The Chair of the Committee will be the SU Student officer appointed to the Board.

22. The committee may appoint any one of their number to act as Vice-Chair.


23. The Board will meet at least 4 times per year. The meetings where possible will be held prior to the

NUS Services Board meeting to enable it to feedback to the Board.



43



27. Between meetings decisions can be made via electronic or virtual communication provided quorum is

still met.

28. Travel and other expenses will be reimbursed provided they are submitted in time to the relevant

staff support and assigned to the relevant budget code.

29. The NUS Staff contact will collate the papers, organise the agenda and invite external/internal

additional attendees.

11.10 Quorum

30. The quorum is at least 50% of the total number of members, if 50% is not a whole number the

quorum shall be the next highest whole number.

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44

12. NUS Services Cooperative Enterprise Unit meetings

Terms of reference

12.1 Organisers

Name Role

Lynn King CEU – Trading Support NUS Staff

lead/contact

Peter Robertson CEU – UnionCloud NUS Staff lead staff

and contact

Elizabeth Bone CEU – Extra NUS Staff lead/contact

12.2 Purpose

1. The role of a CEU is to direct a strand of activity or work within the Company in such a way that

ensures most influence from those Students’ Unions that participate in or are most affected by that

particular activity or work in the context of the overall company plan.

2. To direct the work there will be an annual meeting of the CEUs to formally approve plans and

feed into the direction of that activity.

3. The Cooperative Enterprise Units are encouraged to engage and support Union’s work within the

units and feed discussions into the DOB via the elected representatives and into the CEU

meeting/s.


4. The strategy, budget and business plan will be approved annually at the members meetings.

5. The groups are not in place to discuss anything other than projects and other ideas relating to

Extra, Purchasing, and Digital, though it remains within the Boards remit to introduce and

remove a Cooperative Enterprise Unit.

12.4 Selection

6. Any members of staff or student officers whose Union participates in or is affected by that

particular activity or work.

12.5 Governance

7. One vote per Union that participates in the CEU (one member, one vote).

12.6 Committee meeting proceedings

8. The DOBs will hold Cooperative enterprise Unit meetings at least once per calendar year, normally

at the Company’s Annual Scrutiny and Strategy event.

45

9. Papers for the meeting will be shared with members no later than 2 weeks in advance of the event

via NUSConnect.

10. Each CM will be given a voting card for voting at the meeting on the company plans and any other

reports that require approval.

11. At the formal annual meetings attendance will be recorded.

12. For the formal annual meetings the NUS Staff contact and Governance Team will hold the record

of contact details and attendance sheets.

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46

13. NUS SU Charitable Services Advisory Groups

Terms of reference for all four

13.1 Terms of office and eligibility

1. The term of office for Students’ Union staff and Non-Executive Volunteers shall be for three years

from appointment, renewable once. At least two of the staff volunteers must be operating at a

senior level and for the Quality mark – participating. Non-Executive members must be

experienced. If the Students’ Union staff ceases to be a staff member at any point they must

resign from the Direction and Oversight Board.

2. The term of office for Students’ Union officers shall be for one year, renewable once. If the

individual ceases to be a Students’ Union officer at any point they must resign from the Direction

and Oversight Board.

3. The term of office for active students shall be for two years, not renewable, they must be

participating in that area of work. If the individual ceases to be a student at any point they must

resign from the Direction and Oversight Board.

4. NUS Charitable Services Board Trustees will be appointed for 1 year renewable until the end of

their term.

5. At least one of the SU Staff must be a Chief Executive of a Students’ Union.

13.2 Governance

6. The Board will feedback to the NUS Charitable Services Board each quarter.


7. The Committee shall appoint any one of their number to be Chair and another as vice-chair by a

majority vote.


8. This Board will meet at least 4 times per year. Where possible the meetings will be held prior to

the NUS SU Charitable Services Board to allow the discussion to feedback into the Board.








13. Travel and other expenses will be reimbursed provided they are submitted in time to the

relevant staff support and assigned to the relevant budget code.

47

14. The paperwork and minutes generated from the meetings will be recorded and stored by the

servicing team.

13.5 Quorum

15. Quorum will be one third of members.

48

14. Advisory Group for Development

14.1 Membership

SU Staff

SU Staff

SU Staff

NUS Charity Board Trustee

SU Student Officer

SU Student Officer

SU Student Officer

SU Student Officer


Non-Executive Volunteer

The committee will be serviced by the Charitable Program Manager.

14.2 Purpose

1. The purpose of this committee is to advise the Board of NUS Charitable Services on the strategic

support needs and people development needs of the student movement.


2. The committee will:

2.1 Oversee and scrutinise the work of the HR Support unit, including making recommendations

to the Board of NUS Charitable Services on commissioning and contracting external

consultants.

2.2 Oversee and scrutinise projects related to people development for career staff in students’

unions.

2.3 Lead the work of staff communities of practice (specialist groups), setting up new ones where

the need arises.

2.4 Support the planning of the annual Students’ Unions summer conference.

14.4 Objectives

3. The committee will make recommendations to the NUS Charitable Services Board about:

3.1 Commissioning projects that support the development of career staff in students’ unions.

3.2 The implementation and development of the learning and development strategy for staff and

officers in the student movement.

3.3 New development projects that arise from trends presented by the HR Support Unit.

3.4 Funding for collaborative projects from students’ unions (currently using the ‘Spirit of AMSU

fund’).

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15. Advisory Group for Quality Students’ Unions

15.1 Membership

NUS Charitable Services Trustee

SU Staff

SU Staff

SU Staff

SU Student Officer

SU Student Officer




The committee will be serviced by the Strategic Support Unit Manager.

15.2 Purpose

1. The purpose of this committee is to advise the Board of NUS Charitable Services so that they can

ensure the quality mark reflects the needs of participating unions, making changes to themes and

measurements where necessary.


2. The committee will scrutinise management of the quality mark and the audit requirements,

including:

2.1 Assessment criteria;

2.2 Approval of auditor appointments;

2.3 Receiving reports of trends arising from audits.

3. Oversee and scrutinise the work of the Strategic Support unit, including making

recommendations to the Board of NUS Charitable Services on commissioning and contracting

external consultants

4. Make Recommendations to the NUS Charitable Services Board about:

4.1 the strategic development of the quality mark and associated work;

4.2 descriptors of the scheme;

4.3 developments of new opt-in ‘spokes’ linked to the core scheme;

4.4 how to protect the integrity of the model and the underlying quality system used;

4.5 how to maintain and improve the model as developments are recommended by unions and

NUS.

15.4 Objectives

5. It will advise the NUS Charitable Services Board about the creation of further opt-in programmes

related to the core scheme as they develop over the coming years.

50

16. Advisory Group for Sustainability

16.1 Membership

SU staff

SU staff

SU staff

Active Student volunteer




SU Student Officer

SU Student Officer

SU Student Officer





NUS Charity Board Trustee

VP Society and Citizenship

The Committee will be serviced by the Ethical and Environmental Manager

Other attendees

Jamie Agombar – Ethical and Environmental manager

Peter Robertson – Deputy Chief Executive

16.2 Purpose

1. The Direction and Oversight Board will act as a high-level think-tank on sustainability and social

responsibility for NUS.

2. The purpose of this committee is to advise the NUS Charitable Services Board on new thinking on

environmental sustainability work in the student movement. It will also oversee strategic

relationships with partner organisations such as HEFCE, HEFCW, HEA.

3. Promote an inspiring and appropriate long-term vision for our sustainability work that will steer

NUS and the wider students’ union movement;

4. Have a challenging and effective strategy to deliver the vision;

5. Identify, and react to, strategic barriers and opportunities in the short, medium and long-term;

6. React to policy;

7. Identify, and develop, influential and effective strategic partnerships;

8. Ensure that our current, and planned, sustainability programmes, projects and engagements are

effective methods of delivering the vision.

51



9.1 Oversee and scrutinise the work of the Ethical and Environmental department.

16.4 Objectives


10.1 The implementation and development of the sustainability strategy and opportunities for

member unions to deliver work relating this.

10.2 Areas of future work linked to the needs of member unions and the external sustainability

context.

11. The Direction and Oversight Board will provide NUS with advice to enable it to:

11.1 promote an inspiring and appropriate long-term vision for our sustainability work that will

steer NUS and the wider students’ union movement;

11.2 have a challenging and effective strategy to deliver the vision;

11.3 identify, and react to, strategic barriers and opportunities in the short, medium and long-

term;

11.4 identify, and develop, influential and effective strategic partnerships;

11.5 ensure that our current, and planned, sustainability programmes, projects and

engagements are effective methods of delivering the vision.

17. Advisory Group for Student Opportunities

17.1 Membership

SU Staff

SU Staff

SU Staff

SU Staff

SU Student Officer

SU Student Officer

SU Student Officer






NUS Charitable Services Board Trustee

52

The Committee will be serviced by the Student Opportunities Coordinator.

17.2 Purpose

12. It will make recommendations to the NUS Charitable Services Board, and:

Promote an inspiring and appropriate long-term vision for Student Opportunities;

have a challenging and effective strategy to deliver the vision;

identify, and react to, strategic barriers and opportunities in the short, medium and long-term;

react to policy;

identify, and develop, influential and effective strategic partnerships;

ensure that our current, and future, programmes, projects and engagements are effective methods

of delivering the vision.



13.1 Oversee and scrutinise the work of the student opportunities team.

17.4 Objectives


14.1 The implementation and development of the Student Opportunities strategy and

opportunities for member unions to deliver work relating this.

14.2 Areas of future work linked to the needs of member unions and the external policy

context.

14.3 Commissioning external providers who can deliver work in this area on behalf of NUS

Charitable Services (such as the student skills award).

Back to contents

53

18. NUS100 Advisory Group

Membership

National President

VP UD (chairs of Services and Charity)

Chief Executive

Head of strategy and performance

Chief Executive, University of Birmingham Guild of Students

Chief Executive, Durham Students’ Union

General Manager, Leeds Trinity Students’ Union

President, Leeds City College Students’ Union

General Secretary, University of Manchester Students’ Union

London School of Economics Students’ union

These meetings are supported by the relevant staff contact and the Executive Office.

Purpose

1. The NUS100 advisory group is an operational group and exists to ensure delivery of the

programmes within NUS100 and support students’ unions.

2. To agree the programme plans;

3. To agree the relative balance in terms of finance and operational activity across the 8

programmes;

4. To oversee the operational performance of each programme

4.1 NUS100 delivery:

54

Powers and Scope

5. The functions of the NUS100 Advisory Group shall be to:

5.1 oversee and monitor the operational performance of the programme groups;

5.2 set the direction of the programme groups in the context of NUS100, and holistically consider the

financial and resource implications across all eight programmes;

5.3 monitor financial aspects of the programme groups’ impact metrics and plans, and ensure that

each programme’s performance is monitored against budget and impact;

5.4 monitor the programme groups financial condition and performance against their impact metrics,

anticipate problems, and recommend corrective action;

5.5 advise on any matters relating to the programme groups that might create significant risk for the

NUS or NUS100.

5.6 make recommendations about any matters concerning the programme groups, and;

5.7 Make recommendations on the reporting of future activity against programmes in the entity

company plans.

Objectives

6. The NUS100 advisory group shall submit a written report which may be shared with the NUS UK,

NUS Services and NUS Charitable services boards if required

7. Each report will be considered internally and relevant feedback will be given to the NUS100

advisory group in a timely manner.

Selection

8. The Student volunteers are recruited using nusconnect, networks within the student movement

e.g. JISCMAIL and NUS jobs and via telephone interview with the head of strategy and

performance.

9. The Students’ Union staff are recruited using nusconnect, networks within the student movement

e.g. JISCMAIL and NUS jobs, and via telephone interview with the head of strategy and

performance.

Terms of Office and eligibility

10. Student volunteers are appointed for 1 year, renewable once.

11. Students’ Union staff are appointed for 2 years.

12. If a students’ union staff member assumes a position at a different organisation to that which

they were in at time of recruitment, their volunteer position on the NUS100 advisory group will

be terminated.

13. Neither student nor staff volunteers may hold another position on any NUS committees, councils,

advisory groups or boards.

Governance

55

14. The impact metrics for each of the NUS100 programmes are ultimately held by the appropriate

boards, not the advisory group

15. If there are any urgent matters that the NUS100 advisory group wishes to raise in between its

meetings, the co chairs of the NUS100 advisory group may do so directly with the governance

team.

Advisory proceedings

16. The NUS100 advisory group will meet 3 times per year for 3-5 hour meetings. The meetings

should be held 3-4 weeks after programme group meetings, so that their reports can be

considered in good time.

17. Copies of the paperwork should be stored with the NUS100 paperwork in the executive office file.

18. 2016/17 is the first year for this NUS100 advisory group.

19. The structure of the NUS100 advisory group may change assuming agreement by the executive

team following recommendation from the NUS100 advisory group after the first year.

20. Guests or Observers can attend the meetings at the discretion of the co-chairs.


22. Volunteers and other attendees are entitled to attend the meeting through telephone or




Quorum

24. The quorum is one half of the total number of members, if one half is not a whole number the

quorum shall be the next highest whole number; quorum shall never be less than two.

Resources, budget and data

25. Meetings will be held either in one of NUS’s offices, or may be at a member student’s union if appropriate.

Travel and other expenses will be reimbursed provided they are submitted in time to the relevant staff


26. The NUS Staff contact will collate the papers, organise the agenda and invite external/internal

additional attendees.

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