Subject: 1 October GAG meeting summary Terry, I hope you are well. With apologies for the delay in getting this to you, by way of minutes for the most recent meeting of the governance advisory group, the following points were discussed: 1. Summary of board meeting - I reported back to the group on the 10 September board meeting, focussing particularly on feedback from the trustees on the governance issues and the confirmation of the appointment of RSM, which assists in relation to the ongoing development of the data protection policy. 2. Terms of reference - Chris had kindly circulated drafts of the TORs for the fundraising, research and governance advisory groups before the meeting and these were discussed. It was agreed that vice-chairs, where appropriate, would be appointed by the board, on advice from the chair of the committee. It was agreed that the GAG had too few members currently to merit a vice-chair. The group agreed that, from a governance perspective, care should be taken that the advisory groups do not take decisions that should properly be taken by the board, and acknowledged that the board had the power to terminate an advisory group if it was felt that it was no longer required. The group discussed the benefits of having minutes/reports from each advisory group meeting circulated to the trustees, and Mike agreed to raise this, together with the frequency of board meetings, separately with you. Chris has subsequently recirculated final versions of the TORs, which I have attached and which Karina has kindly agreed to circulate. If you and Karina and the relevant groups are happy with these we can produce equivalent consistent TORs for the other advisory groups. 3. Register of interests for advisory groups - the final draft of this had been circulated prior to the meeting and was confirmed clear of comments, subject to removing the requirement for advisory group members to disclose donations to the charity. This is also attached and Karina has again kindly agreed to circulate this to all advisory group members for completion and signature. Ian notified the group that he had been reappointed to the membership committee of the MCC from 1 October. 4. Further draft policies - drafts of the ethical fundraising policy, data protection policy and ABC policy had been circulated shortly before the meeting and were discussed. It was agreed that the ethical fundraising policy (which had been drafted by the executive team) was very good, and, subject to updating the objects in part 2 of the introduction to reflect the new objects updated over the summer and adding a reference to religious groups in section 4, was ready to be approved by the fundraising advisory group and then the board. It was agreed that the data protection and ABC policies (once updated to reflect certain comments on the drafts) should be sent to Karina for review before being circulated more widely. In particular, the group felt that data protection was a specialist area which needed further input as to how day to day operations were managed to ensure that it is realistic and workable (eg, who should the person responsible for ongoing compliance with data protection be and what register of systems is currently maintained and by whom?). I explained that I had been in touch with Ines (at RSF) and Sheila (from RSM) to discuss this aspect and am awaiting confirmation from RSM that they could provide the relevant advice, particularly as they will need to cover the adequacy of our policy and systems as part of their audit. (I have subsequently discussed with Karina the ICO registration process, which we are looking into). For the ABC policy, it was agreed that the language around hospitality should be tightened up to tie in more specifically with how the charity operates and suggested that Phil Glyn-Smith as treasurer should be the person responsible for monitoring the effectiveness of the policy.
5. List of policies - we reviewed the list of policies which had been drawn up by MTG previously and shared with the board. It was noted that the conflict of interest policy had been approved by the board and the declarations of interest were with the trustees for signature. The equivalent declaration for advisory group members was ready to be circulated, as mentioned above. We understand that the risk management/assessment policy, risk register, investment policy and financial controls policy are being drafted by the finance advisory group and we look forward to reviewing those at a future meeting. The ABC policy, fundraising policy and data protection policy are close to final as mentioned above, as are drafts of the safeguarding policy and whistleblowing policy, which were reviewed over the summer. I will aim to circulate a draft of the trustee code of conduct policy in advance of the next GAG meeting. The group agreed to reflect further on the need for specific policies relating to travel and expenses and a gift and hospitality register, but if you or Karina have any views on this please let me know. 6. Other business - there was a discussion around whether it would be possible to produce some form of online induction package for advisory group members to give further background on the charity and its impact, and this, as well as whether board members would benefit from training on trustees’ responsibilities, is something that Mike agreed to discuss further with you. 7.
Next meeting - this was agreed for Thursday 22 October.
I have copied Mike, Ian and Chris in case they have any points to add or correct, and Karina and Vince for information. Please feel free to share with the board and other advisory groups as appropriate.