Inchbald School of Design Governance Handbook

Governance Practice

The Inchbald School of Design (ISD) is committed to transparency and good governance in all its activities and strives to conduct its affairs in a responsible and transparent way. In support of this it has adopted the Core Values of Higher Education Governance and the Seven Primary Elements of Higher Education Governance that underpin the values and beliefs identified within the CUC Higher Education Governance Code of Governance.

Governance of ISD is conducted according to the Seven Principles identified by the Nolan Committee on Standards in Public Life, and follows the Public Interest Principles established by 2the Office for Students. These, together with the CUC code values and primary elements, are 3articulated within the Terms of Reference for the Governing Body.

Core values that underpin the governance framework and practice.

• Integrity: transparency, accountability, honesty, freedom of speech and academic freedom
• Sustainability: financial and environmental
• inclusivity: equality, diversity, accessibility, participation and fair outcomes for all
• Excellence: high quality research, scholarship and teaching
• Innovation and growth: social, economic and cultural
• Community: public service, citizenship, collegiality, collaboration

Governance Framework Overview

The company shareholders (Inchbald School of Design Ltd) have established a Board of Directors (the Board) as the governing body of ISD, to ensure the success of the School by setting the strategic direction and ensuring the mission, goals and objectives are achieved.

Its core purpose is to look after the interests of the shareholders, the employees, and the students. The members will:

• approve ISD strategy and help develop proposals on strategy
• scrutinise performance and management in meeting agreed goals and objectives, and monitor accurate reporting and regulatory compliance of ISD
• satisfy themselves on the integrity of financial information and that financial controls and systems of risk management are robust and defensible
• ensure that ISD complies with its legal obligations as a company to implement financial and management policies consistent with the Companies Act and the applicable financial standards, and codes of governance
• approve the annual budget of ISD
• ensure the organisation and structures are appropriate
• ensure conformity to statutory duties and regulations covering, amongst other things, statutory accounts, taxation, health and safety, employment and environment

The Board of Directors has established an Academic Board as the senior academic authority at ISD. Subject to overall responsibility of the Board of Directors, the Academic Board acts as the overarching authority and decision making body for matters concerning academic strategy and policies, academic standards, curriculum design and development, the organisation of teaching, assessment and research and the overall quality of learning opportunities and student welfare. This is aligned with the expectations of awarding bodies and academic partners.

The Board oversees the activity of an executive group, the Management Committee, who have delegated responsibility to manage the day-to-day operation of the school. The Board mandate the Management Committee to drive the strategic plan. This executive team will also have a strategic layer to its role, to continually monitor the direction of travel of the School and the sector, and risks and opportunities that arise, and where it may be necessary to reconsider existing strategy to liaise with The Board as necessary.

Approach to Governance framework

The governance framework in place is considered appropriate for the nature, scale and complexity of the provider. This takes in to account the number of students, staffand the programme portfolio typical of a small specialist provider like ISD. Likewise, expectations with regards skill mix and potential situation where various individuals might be required to sit on the same committees is taken into account. The governance framework is subject to review and its ongoing appropriateness will be considered as part of that review.

Governance framework diagram

Committee Terms of Reference

The Board of Directors (The Board)

Authority: Mandate from the Inchbald School of Design Ltd

Meets: At least four times per year and otherwise as may be determined by the Chair

1.Purpose: The Board of responsible for:

1.1.ensuring institutional sustainability by working with the executive to set the institutional mission and strategy, and that appropriate steps are being taken to deliver them

1.2.ensuring that there are effective systems of control and risk management

1.3.the statutory oversight of ISD and to ensure that it meets the standards of both a company limited by shares and of an institution subject to external regulatory frameworks.

1.4.ensuring physical and human resources are in place to meet the needs of students, and for ensuring the enhancement of the learning experience and the maintenance of academic standards.

1.5.final decisions on activities and developments of key strategic importance.

2.Membership:

• Jacqueline Duncan (Director & Chair)
• Andrew Duncan (Company Secretary and Serving Officer)
• Andrew Duff(Managing Director)
• Alan Hughes (Director)
• Independent advisor (to be confirmed)

3.Quoracy:

When three members are present. If less than three present business may still take place but any decision will require ratification by a quorate Board of Directors.

4.Statement of Responsibilities

The Board commits to the following key elements of governance contained within the CUC Higher Education code of governance (2020)

• Accountability: The governing body is collectively responsible and accountable for institutional activities, approving all final decisions on matters of fundamental concern within its remit.
• Sustainability: Working with the executive, the governing body sets the mission, strategic direction, overall aims and values of the institution. In ensuring the sustainability of the institution the governing body actively seeks and receives assurance that delivery of the strategic plan is in line with legislative and regulatory requirements, institutional values, policies and procedures, and that there are effective systems of control and risk management in place.
• Reputation: The governing body safeguards and promotes institutional reputation and autonomy by operating in accordance with the values that underpin this Code, its various elements and the principles of public life.
• Equality, inclusivity and diversity: The governing body promotes a positive culture which supports ethical behaviour, equality, inclusivity and diversity across the institution, including in the governing body's own operation and composition. This includes ensuring under-representation and differences in outcomes are challenged and, where practicable, corrective action is taken to ensure fair outcomes for all
• Effectiveness: The governing body ensures that governance structures and processes are robust, effective and agile by scrutinising and evaluating governance performance against this Code (and other Codes where an institution's constitutional form requires it), and recognised standards of good practice.
• Engagement: The governing body understand the various stakeholders (globally, nationally and locally) of the institution, including students, and are assured that appropriate and meaningful engagement takes place to allow stakeholder views to be considered and reflected in relevant decision-making processes

5.Terms of Reference:

The Board is responsible for:

5.1.working with the executive, the mission, character and reputation of ISD at a strategic level, and being assured that appropriate steps are being taken to deliver them in the interests of students and other stakeholders

5.2.establishment and monitoring of systems of control and accountability, including benchmarking of performance where possible and appropriate

5.3.maintaining the financial viability and solvency of the School, and that proper accounting procedures are followed, and to approve annual budgets and financial statements

5.4.appointing key executive and board positions

5.5.approving scheme of delegation

5.6.establishment and approving of Terms of Reference, composition of, and considering minutes and reports from the following sub-committees:

• Academic Board
• Management Committee
• Audit and Risk Assurance Committee
• Finance Committee

5.7.to ensure external regulatory body requirements relating to financial, quality and data audit are met through appointment of sub-committee or other well informed authoritative body

5.8.to ensure that governance structures and processes are fit for purpose by referencing them against recognised standards of good practice

5.9.overall responsibilities for preserving academic standards and ensure that processes are in place to establish and maintain academic standards of the programmes and for the enhancement of the quality of learning opportunities

5.10.ensuring legal requirements of a limited company, including health and safety are met

5.11.safeguarding the good name and reputation of ISD, its staffand students

5.12.ensuring that there are adequate and effective arrangements in place to provide transparency about value for money for all students and where appropriate, for tax payers.

6.Chairs action:

The Chair is to have delegated authority to act between meetings, following consultation with members as required, to deal with urgent matters or in exceptional circumstances. Details of any action should be reported to the next meeting.

7.Confidentiality:

The record of matters which the Chair and the Board of Directors are satisfied should be dealt with on a confidential basis will be recorded separately to the main minutes.

8.Reporting:

Meeting minutes should be made available on the ISD website, subject to Chair redaction where matters of confidentially or commercial sensitivity are recorded.

9.Review:

The Terms of Reference should be reviewed at least once a year to ensure they remain fit for purpose.

Management Committee (Executive Group)

Authority: Delegated from Board of Directors

Meets: Monthly and otherwise as may be determined by the Chair

1.Constitution and purpose:

The Management Committee supports the Managing Director and the Principal in developing and implementing ISD's strategy and plans.

2.Membership:

• Jacqueline Duncan (Dean)
• Andrew Duncan (Company Secretary and Serving Officer)
• Andrew Duff(Managing Director & Chair)
• Alan Hughes (Principal)

3.Quoracy:

When three members are present. If less than three present business may still take place but any decision will require ratification by a quorate Committee.

4.Terms of Reference:

The Management Committee will advise and assist the Managing Director and the Principal in:

4.1.understanding and interpreting the strategic environment in which ISD operates

4.2.developing, considering and recommending to the Board of Directors new and revised strategies and plans

4.3.leading on the academic and development strategy, including commercial activities

4.4.proposing the annual budget

4.5.receiving, approving and monitoring operational and departmental plans in conjunction with the senior management team and departmental and faculty leads.

4.6.ensuring compliance with current legislation including equality, health and safety, and data protection, and responding to the requirements of new legislation

4.7.taking responsibility for effective communication and implementation of ISD's strategy, plans, policies and decisions

4.8.ensuring the effective management of ISD's financial, human and physical resources

5.Chairs action:

The Chair is to have delegated authority to act between meetings, following consultation with members as required, to deal with urgent matters or in exceptional circumstances. Details of any action should be reported to the next meeting.

6.Reporting:

The Management Committee reports to the Board of Directors. The records of the Executive Group are confidential and are not published.

7.Review:

The Terms of Reference should be reviewed at least once a year to ensure they remain fit for purpose.

Academic Board

Authority: Delegated by The Board of Directors.

Meets: At least three times per year and otherwise as may be determined by the Chair

1.Purpose:

The Board of Directors has established the Academic Board to be the academic authority of the School

1.1.The Academic Board shall promote academic freedom and freedom of speech within the law for staffand students of the School and for invited external speakers

1.2.For higher education awards validated by an external body, currently Wrexham Glyndrw University, all matters relating to academic standards are considered with reference to the awarding body's overarching responsibilities, policies and procedures. The power and responsibilities of the Academic Board are subject to those of the awarding body in all relevant matters.

1.3.The Academic Board is responsible for setting, maintaining and assuring the academic standards of the school and any awards it makes. The Academic Board shall take such measures and act in such a manner as shall best promote the academic and professional work of the School and safeguard the integrity and standards of its awards

2.Membership:

• Alan Hughes (Principal & Chair)
• Kate Radford (Administrative lead and Serving officer)
• Andrew Duff(Garden Course Director)
• Piers Northam (Design and Decoration Assistant Course Director)
• Tony Taliodorus (Architectural Interior Design Assistant Course Director)
• Student Representative (Garden School or Interior Design School)
• Other staffas required from time to time, including WGU representative.

3.Quoracy:

When five members are present. If less than five present business may still take place but any decision will require ratification by a quorate Board.

4.Terms of Reference:

The Academic Board is responsible for:

4.1.the maintenance of academic standards, and the development and enhancement of learning, teaching and assessment, scholarship and research, and to develop and communicate ISD's vision in this regard.

4.2.maintaining strategic oversight of the development of ISD's academic and related activities and to advise the Executive on the resources needed to support these

4.3.approving the framework of principles, policies, and procedures related to ISD's education provision, including those relating to the approval and closure of programmes, and stafftraining and development.

4.4.recommending appointment and oversight of external examiners, and receiving and considering responses to external examiners' reports

4.5.receiving reports from the Internal Progression and Exam Board

4.6.assuring the quality of students' academic experience and learning opportunities, and related policies and procedures

4.7.approving documentation and reports for external purposes, and response to external review reports, and information provided to external organisations, received from the Student/StaffCommittee, Curriculum Committee and others

4.8.approving policies and procedures for the assurance of the quality of information about its provisions

4.9.receiving reports from the Student/StaffCommittee relating to student feedback, student representation, and quality

4.10.receiving reports from the Curriculum Committee relating to programmes development, staffdevelopment and teaching learning and assessment.

4.11.fostering an ethos of inclusive practice and widening participation

4.12.reporting concerns to the Executive Group (Management Committee) on financial pressures impacting on quality and standard

4.13.providing advice and guidance to the Board of Directors on the academic development plan and academic partnerships

4.14.providing an annual report on its activity to the Board of Directors

4.15.establishing, and receiving minutes and reports from the Student/StaffCommittee, the Curriculum Committee, and the Internal Progression and Exam Boards

4.16.monitoring compliance with the Terms of Reference and remit of its sub-committees, and ensure annual review of Terms of Reference

5.Chairs action:

The Chair is to have delegated authority to act between meetings, following consultation with members as required, to deal with urgent matters or in exceptional circumstances. Details of any action should be reported to the next meeting.

6.Confidentiality:

The record of matters which the Chair and the Academic Board are satisfied should be dealt with on a confidential basis will be recorded separately to the main minutes.

7.Reporting:

The Academic Board reports to the Board of Directors. Meeting minutes should be made available on the ISD website, subject to Chair redaction where matters of confidentially or student or staffsensitivity are recorded.

8.Review:

The Terms of Reference should be reviewed at least once a year to ensure they remain fit for purpose.

Audit and Risk Assurance Committee

Authority: Delegated by the Board of Directors.

Meets: At least three times a year and otherwise as may be determined by the Chair

1.Purpose:

The Board of Directors has established an Audit and Risk Assurance Committee to meet the following and to provide further independent checks on ISD financial and reporting activities as required of external regulatory and funding bodies

1.1.to provide assurance that conditions as set by regulatory and funding bodies, and requirements of financial memoranda, are being met. These include the need to:

•use funds for proper purposes and achieve good value for money;

•have a sound system of risk management, financial control and governance;

•ensure the use of regular, timely and adequate information to monitor performance;

•track use of public funds; and safeguard institutional sustainability

2.Authority

2.1.The Committee is authorised to investigate any activity within its Terms of Reference. It is authorised to seek any information it requires from ISD employees, and all employees are directed to co-operate with any reasonable request made by the Committee

2.2.The Committee is authorised to seek outside legal advice or other independent professional advice as may be deemed appropriate. However, it may not incur direct expenditure in this respect without prior approval of The Board

3.Membership:

• Tony Taliodorus (Architectural Interior Design Assistant Course Director & Interim Chair)
• Andrew Duff(Managing Director)
• Jane Birch (School Secretary & Serving Officer)
• Liz Rawlinson (Senior Tutor) - to be confirmed
• External & Chair - to be confirmed

The Committee may, if it consider necessary, co-opt members with particular expertise.

4.Quoracy:

When three full members are present. If less present business may still take place but any decision will require ratification by a quorate Committee.

5.Terms of Reference:

The Audit and Risk Assurance Committee is responsible for:

5.1.monitoring compliance with statutory and other legal requirements, including health and safety, and equality and diversity

5.2.keeping under review the effectiveness of the risk management, control and governance arrangements.

5.3.monitoring annually the performance and effectiveness of external and internal auditors, including any matters affecting their objectivity, and make recommendations concerning their reappointment, where appropriate

5.4.satisfying itself that effective arrangements are in place for the management control and quality assurance of data provided to OfS, HESA and other public bodies, and awarding bodies

5.5.satisfying itself on the adequacy and effectiveness of the fit and proper person test

5.6.advising on the appointment of external auditors, as appropriate

5.7.considering and advising on whether to carry out an internal audit and the terms and conditions of any such audit

5.8.producing an Annual Report to The Board on the areas of the committee's responsibilities.

6.Chairs action:

The Chair is to have delegated authority to act between meetings, following consultation with members as required, to deal with urgent matters or in exceptional circumstances. Details of any action should be reported to the next meeting.

7.Reporting:

The Audit and Risk Committee reports to The Board, and meeting minutes will be made available to The Board. The Committee will produce an Annual Report covering the financial year and any significant issues up to the date of preparing the reports, and will summarise the activity for the year. It will provide an opinion on the adequacy and effectives of arrangements for the following:

• risk management, control and governance.
• economy, efficiency and effectiveness (value for money)

8.Review:

The Terms of Reference should be reviewed at least once a year to ensure they remain fit for purpose

Finance Committee

Authority:

Delegated by the Board of Directors.Meets: At least twice a year and otherwise as may be determined by the Chair

1.Purpose:

1.1.To oversee the financial strategy and financial management of ISD to ensure that it meets the needs of students and enables the enhancement of the learning experience and the maintenance of academic standards.

1.2.To receive reports from the Management Committee regarding estates including maintenance and insurance and on matters relating to health and safety.

2.Membership:

• Andrew Duff(Managing Director & Chair)
• Jacquline Duncan (Dean)
• Andrew Duncan (Company Secretary & Serving Officer)
• Daniel Sallows (Company Accountant)

3.Quoracy:

When three members are present. If less are present business may still take place but any decision will require ratification by a quorate Committee.

4.Terms of Reference:

The Finance Committee is responsible for:

4.1.considering and advising The Board on all aspects, including risk, of ISD finances, financial policies, controls and strategy and review these periodically

4.2.maintaining the Risk Register

4.3.reviewing and recommending to The Board annual budgets and capital expenditure, and to monitor cashflow position

4.4.overseeing pay policy and banding

4.5.reviewing annual financial statements and recommend to The Board for approval

4.6.periodically reviewing insurance arrangements

4.7.annually reviewing tuition fees and bursary policy, for consideration by The Board

5.Chairs action:

The Chair is to have delegated authority to act between meetings, following consultation with members as required, to deal with urgent matters or in exceptional circumstances. Details of any action should be reported to the next meeting.

6.Reporting:

The Finance Committee reports to The Board, and meeting minutes will be circulated to The Board.

7.Review:

The Terms of Reference should be reviewed at least once a year to ensure they remain fit for purpose.

Student/Staff Committee

Authority:

Delegated by the Academic BoardMeets: at least two times per year and otherwise as may be determined by the Chair

1.Constitution and purpose:

1.1.ensures the development and review of an appropriate quality and standards framework in line with the QAA UK Quality Code and other regulatory frameworks and guidance including those of the validating university and other awarding bodies, and advises the Academic Board on quality and standards of ISD programmes.

1.2.advises and reports to the Academic Board on all matters to do with ISD's strategic objectives in relation to student experience and engagement, the operation of these, and relevant external considerations. This includes considering key measures of student experience and to lead on necessary actions to improve and enhance.

2.Membership:

• Piers Northam (Design and Decoration Assistant Course Director & Chair)
• Liz Rawlinson (Senior Tutor Garden Design) - to be confirmed
• Student Representative (Garden School)
• Student Representative (Interior Design School)
• Kate Radford (Admission Manager & Serving Officer to be confirmed)
• Other staffas required from time to time, including WGU representative.

3.Quoracy:

When four members are present. If less are present business may still take place but any decision will require ratification by a quorate Committee.

4.Terms of Reference:

The Student/StaffCommittee is responsible for:

4.1.overseeing the design and development of quality assurance and enhancement, and student engagement frameworks for approval by the Academic Board

4.2.monitoring and implement as necessary actions and responses to external reviews, and organisation bodies including QAA, awarding bodies, and the OIA

4.3.overseeing completeness, accuracy and reliability of information provided to applicants and students

4.4.reviewing the implementation of strategies for the enhancement of the student experience, and seek opportunities to enhance the student experience

4.5.receiving reports from Student Voice Forum and other feedback mechanisms regarding the quality of course and programme provision and other aspects of the student experience, and respond as necessary

4.6.advising on the effectiveness of the operation of student representation frameworks

4.7.ensuring that appropriate mechanisms are in place to seek the views of students on their experience, and review performance in internal and external surveys4.8.determining strategies for effective engagement of the student body

5.Chairs action:

The Chair is to have delegated authority to act between meetings, following consultation with members as required, to deal with urgent matters or in exceptional circumstances. Details of any action should be reported to the next meeting.

6.Confidentiality:

The record of matters which the Chair and the committee members are satisfied should be dealt with on a confidential basis will be recorded separately to the main minutes.

7.Reporting:

The Student/StaffCommittee reports to the Academic Board. Meeting minutes should be made available on the ISD website, subject to Chair redaction where matters of confidentially or student or staffsensitivity are recorded.

8.Review:

The Terms of Reference should be reviewed at least once a year to ensure they remain fit for purpose.

Curriculum Committee

Authority:

Delegated by the Academic BoardMeets: At least two times per year and otherwise as may be determined by the Chair

1.Constitution and purpose:

1.1.The Curriculum Committee has responsibility to the Academic Board on all matters to do with ISD's strategic objectives in relation to learning, teaching and assessment, and the review and enhancement of curriculum.

1.2.The Curriculum Committee will scrutiny professional competencies and relevance of the teaching, learning and assessment offered to students

1.3.The Curriculum Committee also considers the initiation, promotion and development of research for benefit of students and staff

2.Membership:

• Alan Hughes (Principal and Chair)
• Andrew Duff(Garden Course Director)
• Piers Northam (Design and Decoration Assistant Course Director)
• Tony Taliodorus (Architectural Interior Design Assistant Course Director)
• Liz Rawlinson (Senior Tutor Garden Design) - to be confirmed
• Kate Radford (Admission Manager & Serving Officer to be confirmed)
• Other staffas required from time to time, including WGU representative.

3.Quoracy:

When four members are present. If less are present business may still take place but any decision will require ratification by a quorate Committee.

4.Terms of Reference:

The Curriculum Committee is responsible for:

4.1.reviewing of the following key themes and their impact on the student and staff experience

• curriculum and content
• professional standards and industry relevance
• facilities and resources required to run a programme
• that programmes are inline with ISD mission and strategy

4.2.evaluating the impact of learning, teaching and assessment activities on the quality of the learning experience

4.3.leading and promoting the professional development of staff

4.4.reviewing and consider new course and programme proposals, before recommending new proposal for validation to the Academic Board4.5.discussing and proposing amendments to existing programmes and courses

4.6.advising the Academic Board on all matters relating to learning, teaching and assessment especially where they may impact on strategic academic planning

5.Chairs action:

The Chair has delegated authority to act between meetings, following consultation with members as required, to deal with urgent matters or in exceptional circumstances. Details of any action should be reported to the next meeting.

6.Confidentiality:

The record of matters which the Chair and the Curriculum Committee are satisfied should be dealt with on a confidential basis will be recorded separately to the main minutes.

7.Reporting:

The Curriculum Committee reports to the Academic Board, and meeting minutes will be circulated to the Academic Board.

8.Review:

The Terms of Reference should be reviewed at least once a year to ensure they remain fit for purpose.

Internal Progression and Exam Board

Authority:

Delegated by the Academic BoardMeets: At least two times per year and otherwise as may be determined by the Chair

1.Constitution and purpose:

1.1.The Internal Progression and Exam Board (IPEB) has responsibility to the Academic Board to review and ratify student marks prior to approval by the Academic Board before submission to academic partners and awarding bodies

1.2.The IPEB considers progression of individual students between levels, and necessary actions and activities, prior to approval by the Academic Board before submission to academic partners

2.Quoracy: When four members are present. If less are present business may still take place but any decision will require ratification by a quorate Board.

3.Membership:

•Alan Hughes (Principal and Chair)

•Kate Radford (Faculty Secretary, university liaison, and Serving Officer)•Andrew Duff(Garden Course Director)•Piers Northam (Design and Decoration Course Director)

•Tony Taliodorus (Architectural Interior Design Assistant Course Director)

•Marcus Green (Garden Course Senior Tutor)

•Sharon Booth (Online Manager)

4.Terms of Reference:

The IPEB is responsible for:

4.1.receiving and reviewing reports from Assessment Panels

4.2.reviewing student grades, and considering derogations and extenuating or mitigating circumstances

4.3.ensuring appropriate regulations, policies and processes are followed

4.4.preparing reports as required for Academic Board prior to submission to Awarding Body

5.Chairs action:

The Chair is to have delegated authority to act between meetings, following consultation with members as required, to deal with urgent matters or in exceptional circumstances. Details of any action should be reported to the next meeting.

6.Confidentiality:

The record of matters which the Chair and the IPEB are satisfied should be dealt with on a confidential basis will be recorded separately to the main minutes.

7.Reporting:

The IPEB reports to the Academic Board, and meeting minutes will be circulated to the Academic Board.

8.Review:

The Terms of Reference should be reviewed at least once a year to ensure they remain fit for purpose