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3.2 The Roles and Responsibilities of Board Members
What specifically is your role as a Board member?
The role of the Board member focuses on four key areas:
Strategy
To contribute to strategic development and decisionmaking.
Performance
To ensure that effective management arrangements and an effective team are in place at the top level of the organisation.
To help to clarify which decisions are reserved for the Board and then ensure that the rest are clearly delegated.
To hold management to account for its performance in meeting agreed goals and objectives through purposeful challenge and scrutiny; and to monitor the reporting of performance.
Risk
To ensure that financial information is accurate and that financial controls and systems of risk management are robust and defensible.
Behaviour
To live up to the highest ethical standards and comply fully with the Code of Conduct. Board members should also demonstrate through their behaviour that they are focusing on their responsibilities to the Minister, the organisation and its stakeholders.
When you join the Board, you should be provided with an appropriate programme of induction training. This should include guidance on what you have to do as a Board member and the standards that you must meet.
Your specific role may vary depending on the role of the Board to which you have been appointed and the capacity in which you have been appointed, but generally you will be expected to:
- understand the environment in which your public body operates;
- contribute to decision-making and share responsibility for the Board's decisions;
- attend Board meetings on a regular basis and be well prepared by reading relevant papers in advance and, if necessary, seeking further information;
- attend training events and keep up-to-date with subjects relevant to the body's work;
- contribute to the work of any committees that have been established by the Board; and
- represent the Board at meetings and events when required.
To what extent can you be held liable at law for your actions as a Board member?
Basically, if you, as an individual Board member, incur a civil liability in the course of carrying out your responsibilities for the Board, you will not have to pay anything out of your own pocket provided that you have acted honestly and in good faith.
However, it should be noted that this indemnity does not protect you if you act recklessly or in bad faith.
In many cases, your founding legislation or standing orders will set out the grounds on which you may be removed as a Board member. These may include bankruptcy, becoming incapable of performing your duties as a Board member or being convicted of an indictable offence.
The Ethical Standards in Public Life etc. (Scotland) Act 2000 formalised the use of Codes of Conduct for Board members. Ministers and the Parliament expect all Board members to adhere fully to the principles of public life set out in the Model Code of Conduct for Members of Public Bodies. Any breach of the principles or duties in that model code, or in any specifically approved Code for your public body, could result in sanction, suspension or dismissal. These principles and their implications for you as a Board member are discussed in greater depth in Section 5 of this Guide.
Nomination to the Board of another organisation
Some public bodies have the right to nominate one or more Board members to the Board of another organisation. If you are nominated to be a Board member on a body which is also a limited company, you will assume personal responsibilities as a Company Director under the Companies Acts. Any breach of your legal responsibilities as a Company Director could have serious consequences for you personally.
If you are in any doubt as to your position, you should take legal advice from the Board's legal advisers.
The Effective Non-Executive Board Member |
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- Upholds the highest ethical standards of integrity and probity (and complies with the public body's Code of Conduct for Board Members)
- Supports executives in their leadership of the business while monitoring performance
- Questions intelligently, debates constructively, challenges rigorously and debates dispassionately
- Listens sensitively to the views of others, inside and outside the Board
- Gains the trust and respect of other Board members
- Maintains a focus on strategy and performance and is not distracted by detail
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Re-appointment to the Board
You will have been appointed to the Board because your personal skills and knowledge match the criteria for the post and meet the needs of the public body. Prior to any decision being taken with regard to your re-appointment, the sponsor team along with the Chair will review the Board's balance of skills and knowledge and decide whether or not they are still appropriate. This will allow any gaps to be identified.
You may be re-appointed for a second term, in the same role without open competition, if you possess the skills and knowledge required on the Board at the time of re-appointment. However, you will only be considered for re-appointment if your performance has been assessed as satisfactory. Performance appraisals will be carried out regularly, throughout the term of your appointment, not just prior to a possible re-appointment. The Chair is most likely to conduct appraisals of Board members and senior officials in the sponsor Department will normally conduct Chair appraisals.
However, irrespective of the Chair's assessment of your performance, overall contribution and attendance during your time as a Board member, the final decision as to whether or not you are re-appointed to the Board ultimately rests with the Minister.
The terms and conditions of your appointment to the Board and the review procedure should be explained to you by the sponsor team upon appointment.
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