Subject to the provisions of the Charities Act, the Memorandum and the Articles of Association and to any directions given by special resolution, the business of the Charity shall be managed by the trustees who may exercise all powers of the Charity.

The Board of Trustees acts on behalf of the members, to oversee and approve the operation of OCNLR as an accreditation body, licensed to operate by NOCN, and as an authorised Access Validating Agency, licensed by the Quality Assurance Agency for Higher Education (QAA).

The Board of Trustees functions as the Board of Directors of the company.

The Board of Trustees is the locus of authority for the organisation. The Board has oversight of the detail of operations through the work of its committees – The Quality Committee, the Finance and General Purposes Committee, the Remuneration Committee and the Search Committee.

Responsibilities

The Board of Trustees will:

1. receive reports from committees of the Board;
2. monitor and review OCNLR self-assessment and internal audit processes in relation to organisational matters;
3. steer and approve the Strategic Plan and approve the Business and Operational Plans;
4. report to the Annual General Meeting and advise on any changes for the membership;
5. approve the annual accounts and budget and recommend these to the AGM;
6. be responsible for the operating licences of OCNLR awarded by NOCN and QAA;
7. be responsible for the approval of the NOCN and QAA licence documents and reports;
8. appoint the Chief Executive;
9. participate in selection of Senior Management staff;
10. approve the organisation’s policies;
11. act as necessary in any grievance and disciplinary procedures;
12. approve membership of the Quality Committee;
13. represent OCNLR on the NOCN Board of Trustees.

In undertaking the above duties the committee will aim to comply with all relevant legislation and will conduct its business in accordance with Nolan principles.

Membership

The number of trustees shall be not less than three and shall be not more than sixteen. Composition of the Board should reflect the sectoral and geographic diversity of the membership.

Selection Criteria

Individuals must have sufficient experience to ensure that the legal responsibilities of the Board of Trustees can be fulfilled. They must endorse the mission of OCNLR and agree to operate in accorcdance with the Nolan principles for public life. Experience of management and strategic planning is essential. Sector or geographic representation is desirable.

Election

In accordance with the Articles of Association, the trustees shall be appointed by members at the Annual General Meeting for a three year term. At each AGM, one third of the positions are declared vacant. Trustees will not normally serve for more than three terms of office.

1. Member organisations are entitled to nominate representatives to serve on the OCNLR Board.
2. Nominations must be received at least two weeks in advance of the Annual General Meeting.
3. Nominees must provide a written statement for issue to the Members Council to enable an informed judgement on their fitness to serve as an elected Board member.
4. Where more nominations are received than there are positions available, an election will be held.
5. Member organisations are entitled to vote through the office of the Member’s Representative.

Co-option

1. If the Board wishes to cover areas of interest or expertise during the year, in between Annual General Meetings, a trustee may be co-opted to serve until the next Annual General Meeting.

Mode of Operation

The Chair of the Board and the Deputy Chair of the Board are elected by the Board at its first meeting following the Annual General Meeting. At that meeting, the Board appoints the chairs of the Quality Committee and the Finance and General Purposes Committee from among its members. Chairs would normally remain in office no longer than six years.

Meetings

• The Board normally meets four times per year.
• Board meetings are quorate if at least one third of the trustees are present including the Chair or Deputy Chair.
• The OCNLR Company Secretary acts as secretary to the Board of Trustees.
• The Chief Executive is in attendance.

Should occasions arise when Board members are not in majority agreement, the Chair will have a casting vote.