Code of best practice for members of the QAA Board

Overview

In 1999, the Board of the Quality Assurance Agency for Higher Education (QAA) adopted a Code of best practice for members of the Board of the Quality Assurance Agency for Higher Education (the Code). The Code was developed to take account of a wide range of expectations and obligations that Board members wished to satisfy - for example, the Cadbury, Greenbury, Hampel and (subsequently) Turnbull reports on corporate governance, and the Nolan Committee's reports on standards in public life and best practice in public bodies - and also to provide a public statement about the values of QAA Board members and the standards that they set themselves.

The Board keeps the Code under review. It has been updated regularly in line with the evolution of good corporate governance principles and practice, as set out in the Higgs, Smith and Lambert reports; the Combined Code; the publication in 2004 of the Good Governance Standard for Public Services, the Committee for University Chairmen (CUC) Guide for Governors of Higher Education Governing Bodies in the UK which incorporated a Governance Code of Practice and General Principles; updated Charity Commission guidance on The hallmarks of an effective charity; the Charities and Trustee Investment (Scotland) Act 2005; and the Companies and Charities Acts 2006 and associated guidance.

This Code is a public document and any comments on it should be addressed to the Head of Corporate Affairs at QAA, Southgate House, Southgate Street, Gloucester GL1 1UB. It was last revised in December 2008.

Introduction

1 This document sets out a code of best practice for members of the Board of QAA.

Mission and purposes of QAA

2 QAA was incorporated as a company limited by guarantee on 27 March 1997. It was registered as a charity on 9 June 1997. It succeeded to the functions of the former Higher Education Quality Council and of the quality assessment divisions of the English and Welsh Higher Education Funding Councils. QAA was registered as a charity in Scotland on 6 February 2007. The company’s members are the HEIs’ representative bodies: GuildHE Limited, Higher Education Wales, Universities Scotland, and Universities UK.

3 QAA’s objects, mission and purposes meet the public benefit requirement for a charity as set out in the Charities Act 2006 and the Charities and Trustee Investment (Scotland) Act 2005.

Objects

4 QAA’s objects are as follows:

the promotion and maintenance of quality and standards in higher education in the UK and elsewhere
the enhancement of teaching and learning, and the identification and promotion of innovation and good practice in teaching and learning
the provision of information and the publication of reports on quality and standards in higher education in the UK and elsewhere, and
the provision of advice to governments, as requested, on access course recognition and in relation to all or any of the above objects.

Mission

5 QAA’s mission is to safeguard the public interest in sound standards of higher education qualifications and to encourage continuous improvement in the management of the quality of higher education.

Purposes

6 To achieve its mission, QAA works in partnership with the providers and funders of higher education, the staff and students in higher education, employers, and other stakeholders, to:

safeguard the student and wider public interest in the maintenance of standards of academic awards and the quality of higher education
communicate information on academic standards and quality to inform student choice and employers' understanding, and to underpin public policy making
enhance the assurance and management of standards and quality in higher education
promote wider understanding of the nature of standards and quality in higher education, including the maintenance of common reference points, drawing on UK, other European and international practice.

Proper conduct of public business

7 QAA's work is financed largely by the higher education funding bodies and the institutions of higher education. QAA will observe the highest standards of corporate governance. This includes ensuring and demonstrating clarity of purpose and function, integrity and objectivity, efficiency and effectiveness in the transaction of business, a consultative approach (within and beyond QAA) to the development of policy, and openness and transparency in the dissemination of decisions.

8 The Board and the staff of QAA will at all times:

observe the highest standards of impartiality, integrity and objectivity in relation to stewardship of public funds and management of QAA
comply fully with the principle and practice of openness in the conduct of its business, and comply with all reasonable requests for information from users of its services and individual citizens
be accountable to the company's members, the users of its services, individual citizens and its staff for the activities of QAA, including its use of public funds and the extent to which key performance targets and objectives have been met
maximise value for money through ensuring that services are delivered in the most efficient, effective and economical way, within available resources.

Role of the Chairman

9 The Chairman will ensure that all Board members, when taking up office, are fully briefed on the terms of their appointment and on their duties and responsibilities. New Board members are given a copy of this Code; the company’s Memorandum and Articles of Association; other relevant background material such as the latest strategic plan, annual reports and accounts, and minutes of past Board meetings; details of the Board champions scheme; notes describing the QAA's organisational structure and basis of operation; and Charity Commission guidance on the responsibilities of trustees of charities. Induction briefing is provided in Gloucester for all new members of the Board to talk through the work of the Board and the expectations in this Code, and the work of the QAA more generally, and meet staff. All new Board members are expected to attend induction.

10 The Chairman has particular responsibility for providing effective strategic leadership on matters such as:

formulating the Board's vision and strategy
representing the views of the Board to the general public
encouraging high standards of propriety, and promoting efficient and effective use of staff and other resources throughout the organisation.

11 The Chairman will ensure that the Board meets at regular intervals throughout the year, and that minutes of meetings accurately record decisions taken and, where appropriate, the views of individual Board members. QAA's Articles of Association require at least four Board meetings per year and stipulate the size and required composition of the Board's quorum. The Chairman keeps under review, informally, the contributions made by Board members to QAA’s work. A broad interpretation of ‘contribution’ is applied – contributions to meetings of the Board, committee meetings, representing QAA in public events, and developing policy. Arrangements are made to review from time to time the activities and effectiveness of the Board, and the contributions made by the Chairman and the individual Board members. Board members are expected to make every effort to attend Board meetings.

Corporate responsibilities of Board members

12 The Board has 15 members: four appointed by the representative bodies of the heads of higher education institutions, four appointed by the funding bodies in higher education, and seven appointed by the Board itself, including one student director and six independent directors with experience '...of industrial, commercial or financial matters or the practice of any profession'. The Articles of Association provide for five of the 15 directorships to become vacant each year (directors may be re-appointed once only except where a second re-appointment would allow a Board member to undertake or complete a period of office as Chairman of the Board).

13 The members of the Board are the trustees of the charity. The duties of trustees are set out in the Charities Act 2006, as follows:

to be familiar with the charity’s objects and the terms of its constitution and work to further those objects
to use such care and skill as is reasonable in the circumstances, taking professional advice where appropriate
to be prudent in the management of the charity’s resources, avoiding placing assets at risk, and invest carefully
to act collectively
to act in the best interests of the charity and avoid personal conflicts of interest.

14 The members of the Board are the directors of the company. The Companies Act 2006 codifies directors’ duties as follows:

to act within their powers
to promote the success of the company for members’ benefit
to exercise independent judgment
to exercise reasonable care, skill and diligence
to avoid conflicts of interest
not to accept benefits from third parties
to declare interests in proposed transactions or arrangements with the company.

15 The Board is responsible for the leadership, direction and control of the organisation. Board members have corporate responsibility for:

establishing and reviewing regularly the organisation's vision, values and overall strategic direction, as well as policies for their fulfilment
ensuring that QAA follows the principle and practice of openness in the conduct of its business, which includes giving prompt responses to public requests for information
ensuring that high standards of corporate governance are observed at all times
overseeing the delivery of planned results by monitoring performance against agreed strategic objectives and targets
ensuring that QAA operates within any conditions relating to the use of public funds, and
ensuring that QAA meets its contractual obligations.

16 Board members' financial responsibilities include:

approving annual operating plans and budgets which should reflect the mission and business plan
ensuring the solvency of QAA and safeguarding its assets
ensuring that the funds provided under contract by the funding bodies and the institutions of higher education are used for the purposes stated in those contracts and agreements
receiving and approving the annual accounts, and
ensuring the existence and integrity of financial control systems.

17 In relation to QAA's charitable status, Board members are responsible for:

applying the property and income of QAA only for the defined charitable purposes
acting only within their legal powers
taking particular care that any trading activities are organised such that they do not compromise charitable status
managing and protecting the property of QAA, and
responding to any requirements of the Charity Commission or the Office of the Scottish Charity Regulator (OSCR) for information.

18 QAA has corporate responsibility for all actions taken by Board members, including any wrongful ones. This means that, if judgement were made against the Board, any financial settlement would normally be met from QAA funds rather than from the personal assets of individual Board members.

Responsibilities of individual Board members

19 Individual Board members also have wider responsibilities as Board members. Like others who serve the public, they are expected to follow the Seven Principles of Public Life set out by the Committee on Standards in Public Life (known originally as the Nolan Committee). These are given at Appendix 1. Board members must:

undertake on appointment to comply at all times with this Code and with rules relating to the use of public funds
act in good faith and in the best interests of QAA
not misuse information gained in the course of their service with QAA for personal gain or for political purposes, nor seek to use the opportunity of that service to promote their private interests or those of connected persons, firms, businesses or other organisations
follow the guidance on acceptance of gifts, hospitality and awards (Appendix 2) and declaration of interests (Appendix 3).

20 Although any legal proceedings initiated by a third party are likely to be brought against QAA corporately, in exceptional cases proceedings (civil or criminal) may be brought against the Chairman or other individual Board members. For example, Board members may be personally liable if they make a fraudulent or negligent statement which results in loss to a third party. Board members who misuse information gained by virtue of their position may be liable for breach of confidence under common law or may commit a criminal offence under insider dealing legislation.

21 However, individual Board members who act honestly, reasonably, in good faith and without negligence should not normally incur any liability in an individual capacity, provided they are acting in furtherance of their Board functions.

Interests of Board and committee members

22 Board and committee members are required to declare any personal, professional, academic or business interests that may conflict with their responsibilities. Members of the public will have access to the registers of members' interests. Guidance on declaring and registering interests is given in Appendix 3. The Board’s approach to the management of conflicts of interest in relation to the conduct of Board and committee business is also set out in Appendix 3.

Delegation

23 Board members serve on a part-time basis. Responsibility for day-to-day matters is normally delegated to staff so far as is practicable, within a clearly understood framework of strategic direction and management control.

24 The Board may also decide to delegate responsibility for specified matters to individual members or committees of the Board. The following principles apply to powers delegated by the Board.

All such individuals or committees must be provided with written terms of reference which state clearly the extent and limits of their responsibilities and authority.
If relevant, terms of reference must distinguish between issues on which the individual or committee is empowered to take decisions, and issues on which they advise the Board, but take no final decisions.
Where individuals or committees are acting under delegated authority to take specified decisions, they will provide regular written reports to the Board on the decisions taken.

Schedule of matters reserved to the Board

25 The schedule of matters reserved to the Boardis attached at Appendix 4.

Strategic planning and control

26 The Board is responsible for overseeing the production of QAA's strategic and operating plans. Preparing its strategic plan provides an opportunity for QAA to determine its key strategic objectives and targets in consultation with its main partners, the institutions of higher education and the higher education funding and representative bodies.

Openness and responsiveness

27 Board members and the staff of QAA should conduct all their dealings with the public in an open and responsible way. They are responsible for providing the company's members, its partners, the public and the wider higher education community with as detailed information as may be reasonably expected or requested about their policy decisions and actions. They should be able to demonstrate that they are using resources to good effect, with probity, and without grounds for criticism that public funds are being used for private or partisan purposes.

28 Although not designated under the terms of the Freedom of Information Act, QAA has adopted an Information Publication Scheme in line with the spirit and expectations in the Act. This provides extensive information about QAA’s work, and is available on the website.

29 In relation to the Board and Board committees, QAA publishes the Board membership; biographical details of Board members; the Board’s and committees Registers of Interests; and this Code of Best Practice (which contains, among other things, details of all Board committees, their terms of reference and membership). In relation to broader issues of openness and accountability, QAA also publishes the annual Directors’ Report and Financial Statements; the summary Annual Review; reports to funding bodies; the Strategic plan and annual operating plans; contracts with funding bodies and memoranda of understanding with other bodies in this country and overseas; strategies and policies on HR, finance, communications and information systems; full details of all the review methods and reports of all the reviews carried out (unless the commissioning body designates them as reports not for publication); and materials covering all aspects of our work in maintaining and updating the Academic Infrastructure and in promoting quality enhancement alongside quality assurance.

30 QAA publishes a termly newsletter higher quality (which is also available on the QAA website). It holds an annual meeting, linked with publication of its Annual Review, to which the press is invited, and holds an annual conference for its subscribers. It also provides, on free subscription, a fortnightly email news alert notifying recent publications and forthcoming events, and a monthly Quality Update International (QUI) with information on international developments.

31 QAA publishes the minutes of Board meetings but does not publish Board or committee papers. We are, however, committed to providing any additional information that may be requested in the light of the published record of discussions and decisions set out in the Board minutes.

32 The Board has published procedures on complaints or representations (appeals) arising from decisions or actions taken by QAA. These are available on the QAA website.

Accountability for public funds

33 Board members have a duty to ensure that public funds are properly safeguarded. They must ensure that at all times QAA conducts its operations as economically, efficiently and effectively as possible.

Purchasing and procurement

34 Purchasing and procurement should normally be done on the basis of full and open competition to secure the best service the market can provide at the most competitive price. The Board has formal procedures for the award of contracts above a specified value. The procedures set out whether and, if so, how Board members are to be involved in purchasing and procurement decisions. The operation of the procedures is monitored by the Audit Committee.

Annual Review and Directors’ Report and Financial Statements

35 As part of its responsibilities for the stewardship of public funds, the Board ensures that a full statement of the use of such resources is included in the annual Directors’ Report and Financial Statements.

36 The QAA Annual Review is well publicised and made widely available outside QAA. The Annual Review contains a summary of the annual accounts, a report on the year’s work and details of how to obtain the full Directors’ Report and Financial Statements. A statement by the auditors is included in the Annual Review to confirm that it is consistent with the full annual accounts (and, if the report on the annual accounts is qualified, details would be provided in that statement). The Annual Review and the Directors’ Report and Financial Statements are both published.

37 The Directors’ Report (summarised in the Annual Review):

provides a full description of the QAA's role, activities and plans
discusses QAA’s success in providing public benefit and members’ benefits as required by the Charities and Companies Acts 2006 and the Charities and Trustee Investment (Scotland) Act 2005
states the extent to which key strategic objectives and agreed financial and other performance targets have been met
lists the names of the current Board members and senior staff
sets out QAA's policies on governance and openness
gives details of remuneration of senior staff in salary bands, and
contains information on access to the register of members' interests.

Board committees

38 The Board has appointed seven committees to advise it in the discharge of its functions: Audit Committee; Nominations Committee; Remuneration Committee; QAA Scotland Committee; Access Recognition and Licensing Committee; Advisory Committee on Degree Awarding Powers; and Advisory Committee for Wales. The terms of reference and membership (December 2008) of those committees are set out in Appendices 5-11.

39 Board members conduct their work in line with the standards set out in the Charities and Companies Acts 2006 and in this Code. Those standards and expectations apply in a Board meeting, a meeting of a Board committee, or in any other context where they are acting or speaking as a Board member. Members of Board committees who are not also members of the Board do not have the formal duties and liabilities of directors and trustees. They are, however, expected to work in the spirit of the expectations and duties placed on directors and trustees. This is set out in the preamble to the terms of reference of all Board committees.

Confidentiality

40 Board members and committee members are required to treat as confidential all non-public information and documents received from QAA in their capacity as Board or committee members and all non-public information as to the proceedings of the Board or committees. They should respect the confidentiality of information relating to the affairs of the company, Board or committee, acquired in the course of their service. They should respect the confidentiality of all discussions that take place in meetings. Confidentiality should always be maintained with regard to what individuals said in a meeting. These expectations do not mean that Board and committee members cannot discuss QAA’s work in general terms within their institutional, professional and subject networks, but a cautious approach should be taken, certainly in advance of the publication of the confirmed Board minutes or other forms of dissemination and public report on QAA’s work.

41 There are certain aspects of the Board’s work or the work of its committees where expectations of absolute confidentiality of discussion and papers apply even after publication of the Board minutes or other public dissemination, for example:

consideration of applications for degree awarding powers and university title
consideration of Access Validating Agency (AVA) licence applications and renewals
discussion of named or identifiable institutions or other bodies in circumstances not covered above, for example in relation to an audit or review, or appeal against a review/audit outcome
discussion that relates to named or identifiable persons, whether members of QAA staff or not.

42 In cases such as these, breaches of confidentiality could have implications for an institution’s reputation or stability (including financial stability), or could involve a breach of the Data Protection Act.

The role of the Chief Executive

43 The Chief Executive is responsible for the executive management and day-to-day direction of QAA and its programmes of work. The Chief Executive is not a member of the Board of Directors. The Chief Executive has delegated authority from the Board, in accordance with the Schedule of matters reserved to the Board, the company’s Memorandum and Articles of Association, QAA’s financial regulations and his contract of employment, for the overall organisation, management and staffing of QAA, and for its procedures in financial and other matters, including conduct and discipline. This includes promoting by leadership and example the values embodied in the seven principles of public life (Appendix 1). Board members support the Chief Executive in undertaking this responsibility.

44 The Board has overall responsibility for the conduct of QAA’s finances. The Chief Executive has delegated authority from the Board, and is accountable to the Board, for the propriety and regularity of the finances for which QAA is answerable, for keeping proper accounts, for prudent and economical administration, for avoiding waste and extravagance, and for the efficient and effective use of all the resources in QAA's charge. The Chief Executive has a responsibility to see that appropriate advice is tendered to the Board on all these matters. The Chief Executive is authorised by the Board, in accordance with article 57 of the company's Articles of Association, to negotiate contracts on behalf of the company with other entities, execute deeds and documents on behalf of the company in relation to such contracts, and legally bind the company to such contracts.

Equal opportunity

45 QAA has an equal opportunity policy to ensure that no applicant or member of staff receives less favourable treatment on grounds of sex, marital status, age, colour, racial origin, religion, disability, sexual orientation or any personal characteristic, or is disadvantaged by terms and conditions of service or requirements which cannot be shown to be justifiable. QAA will ensure that staff are recruited, promoted, transferred and selected for training on the basis of their qualifications, skills, abilities and aptitudes. QAA will review regularly its staffing policies and employment practices and procedures with the above objectives in mind. This approach applies not just to the staff of QAA but also to the selection, training and deployment of the many hundreds of reviewers who work for QAA under contract. QAA monitors the operation of its equal opportunity policy to ensure that it is working in practice.

46 As well as the reviewers, QAA works with many other colleagues from the sector, for example in subject benchmarking groups, code of practice working groups and in the development of new review methods. Every effort is made to achieve an appropriate balance of personnel and interests in these groups. At the level of the Board itself, the appointing bodies are asked to take account of the overall balance and composition of the Board in making their appointments to Board membership. The Board’s Nominations Committee has an explicit remit to take account of overall balance in making its recommendations for the appointment of the independent members of the Board.

QAA as employer

47 The Board should ensure that:

QAA complies with all relevant employment legislation and employs suitably qualified staff who will discharge their responsibilities in accordance with the high standards expected of them. All staff should be familiar with the QAA mission, its main aims and objectives and its business plan
QAA adopts management practices which use resources in the most efficient, effective and economical manner
QAA’s practice in recruiting and managing staff provides for appointment and advancement on merit, on the basis of equal opportunity for all applicants and staff. When filling senior staff appointments there should be an adequate field of qualified candidates, and full open competition should normally be used
the QAA Board and its staff have access to expert advice and suitable training opportunities to enable them to exercise their responsibilities effectively.

48 The Board, advised by its Remuneration Committee, monitors the performance of the Chief Executive and other senior staff. Where the terms and conditions of employment of the Chief Executive and other senior members of staff include an entitlement to be considered for performance-related pay, and where such payments are assessed by Board members, the Board should ensure that it has access to the information and advice required to make the necessary judgements.

Whistleblowing

49 From time to time a situation may arise where a member of staff has serious concerns about perceived irregularities in the running of QAA or the activities of colleagues within QAA. Such concerns might relate to, for example, financial malpractice, departure from good governance expectations, or concerns that QAA might be acting beyond its powers.

50 QAA has channels through which staff can make such allegations of misconduct (referred to as whistleblowing). Details are given in Appendix 12. Provided that the allegation is made lawfully, without malice and in the public interest, the employment position within QAA of the individual making the allegation will not be jeopardised.

Summary of the Board's primary responsibilities

51 QAA welcomed the publication of updated CUC guidance on corporate governance in 2004, which included the recommendation that a governing body should publish a statement of its primary responsibilities. The Board has adapted the CUC model statement to summarise its primary responsibilities as set out in the preceding paragraphs of this Code. In summary, the Board’s primary responsibilities are as follows:

to approve the mission and strategic vision of QAA, strategic plans, annual operating plans and key performance indicators, and to ensure that these meet the interests of stakeholders
to delegate authority to the Chief Executive for the corporate, financial, estate and personnel management of the organisation, and to establish and keep under regular review the strategies, policies, procedures and limits for such management functions
to ensure the establishment and monitoring of systems of control and accountability, including financial and operational controls and risk management, and procedures for handling internal grievances, conflicts of interest and whistleblowing
to ensure processes are in place to monitor and evaluate the performance and effectiveness of QAA against the plans and approved key performance indicators, which should be, where possible and appropriate, benchmarked against other comparable organisations
to establish processes to monitor and evaluate the performance and effectiveness of the Board itself
to conduct its business in accordance with best practice in corporate governance and with the principles of public life drawn up by the Committee on Standards in Public Life; and promote the success of the company and provide public benefit in accordance with the duties and responsibilities of company directors and charity trustees as set out in the Companies and Charities Acts 2006 and the Charities and Trustee Investment (Scotland) Act 2005 (paragraphs 52-56 below)
to safeguard the good name and values of QAA
to appoint the Chief Executive and put in place suitable arrangements for monitoring the postholder’s performance
to appoint the Company Secretary and to ensure that, if the person appointed has managerial responsibilities in the organisation, there is an appropriate separation in the lines of accountability
to be the employing authority for all staff in QAA and to be responsible for establishing a human resources strategy
to be the principal financial and business authority of the company, to ensure that proper books of account are kept, to approve the annual budget and financial statements, and to have overall responsibility for the company’s assets, property and estate
to be the company’s legal authority and, as such, to ensure that systems are in place for meeting all its legal obligations, including those arising from contracts and other legal commitments made in the company’s name, and
to ensure that the company’s constitution is followed at all times and that appropriate advice is available to enable this to happen.

Public benefit and members benefit

Companies Act 2006

52 One of the duties that is placed on company directors under the terms of the Companies Act 2006 is to 'promote the success of the company for members’ benefit'. QAA’s company directors are the Board members. QAA’s members (ie the members of the company) are the four representative bodies of HEIs – GuildHE, HEW, Universities Scotland and UUK. For practical purposes in this context, QAA interprets 'members' to mean the HE sector or HE providers, not just the HEIs’ four representative bodies.

53 In promoting 'the success of the company for members' benefit' directors are required to have regard to a (non-exhaustive) list of six factors:

the likely consequences of any decision in the long-term
the interests of the company’s employees
the need to foster the company’s business relationships with suppliers, customers and others
the impact of the company’s operations on the community and the environment
the desirability of the company maintaining a reputation for high standards of business conduct
the need to act fairly as members of the company.

Charities Act 2006

54 The Charities Act 2006 defines a charity as a 'body or trust which is for a charitable purpose that provides benefit to the public'. The Act removes the presumption that educational charities are for the benefit of the public. The 'advancement of education' is now one of a new list of 12 charitable purposes. Charity trustees (ie QAA’s Board) are required to have regard to the Charity Commission’s guidance on public benefit. From January 2008, all charities have to show, and be able to report on, how they meet the public benefit requirement.

55 The Charity Commission’s guidance sets out two key principles of public benefit:

55.1 there must be an identifiable benefit or benefits

it must be clear what the benefits are
the benefits must be related to the charity’s aims
benefits must be balanced against any detriment or harm.

55.2 benefit must be to the public or a section of the public

the beneficiaries must be appropriate to the aims
where benefit is to a section of the public, the opportunity to benefit must not be unreasonably restricted by geographical or other constrictions, or by ability to pay any fees charged
people in poverty must not be excluded from the opportunity to benefit
any private benefits must be incidental.

Charities and Trustee Investment (Scotland) Act 2005

56 The Office of the Scottish Charity Regulator (OSCR) confirmed in February 2007 that QAA met the charity test as laid out in the Charities and Trustee Investment (Scotland) Act 2005.

Appendix 1 The Seven Principles of Public Life outlined in Spending Public Money: Governance and Audit Issues, (Cm 3179), March 1996

The following Seven Principles of Public Life were set out by the Committee on Standards in Public Life (the Nolan Committee) for the benefit of all who serve the public.

Selflessness
Holders of public office should take decisions solely in terms of the public interest. They should not do so in order to gain financial or other material benefits for themselves, their family, or their friends.

Integrity
Holders of public office should not place themselves under any financial or other obligation to outside individuals or organisations that might influence them in the performance of their official duties.

Objectivity
In carrying out public business, including making public appointments, awarding contracts, or recommending individuals for rewards and benefits, holders of public office should make choices on merit.

Accountability
Holders of public office are accountable for their decisions and actions to the public and must submit themselves to whatever scrutiny is appropriate to their office.

Openness
Holders of public office should be as open as possible about all the decisions and actions that they take. They should give reasons for their decisions and restrict information only when the wider public interest clearly demands.

Honesty
Holders of public office have a duty to declare any private interests relating to their public duties and to take steps to resolve any conflicts arising in a way that protects the public interest.

Leadership
Holders of public office should promote and support these principles by leadership and example.

Appendix 2 Acceptance of gifts, hospitality and awards

1 The conduct of individuals must not create suspicion of any conflict between their position as a member of the QAA Board and any private interest.

2 Board members acting as such must not give the impression that they have been influenced by a benefit to show favour or disfavour to any person or organisation having dealings with QAA.

3 Board members must not accept any benefit as an inducement or reward for taking any action (or specifically not taking any action) in their official capacity as a board member.

4 Gifts other than of token value should generally be refused.

5 Board members should consider with particular care offers of awards such as honorary degrees from institutions with which QAA has dealings. On the one hand, many Board members will be of a standing in their own profession or field of work that might lead an institution to wish to honour them in that way. On the other hand, there is a danger that if an award were offered for no reason other than membership of the Board, it could be seen as an attempt to influence the judgement of the Board member in favour of the awarding institution.

6 Board members should use their judgement in considering any such offer, and may wish to consult the Chairman, Chief Executive or Company Secretary. It is unlikely that the acceptance of an award in the following circumstances would give rise to any impression of conflict:

where the award is in respect of achievement unrelated to the work of QAA, or is in respect of achievement in a former post
where the award is offered by an institution with which the Board member has an established connection (for example, a university or college of which the Board member is a graduate or former teacher)
where the Board member has retired, or announced their impending retirement, from the Board

Appendix 3 Declaration of interests and register of interests

1 This Code requires that the Chairman and other Board members (and also the observers who attend Board meetings, and the Chief Executive and senior QAA staff) and members of Board committees should declare any personal, professional, academic or business interests which may conflict with their responsibilities as Board or committee members.

Declaration of interests

2 Any Board or committee member who has a material interest, either directly or through a partner, spouse or close relative, in matters being considered by, or likely to be considered by, the Board or one of its committees should declare that interest. Such declarations should describe the interest clearly and state whether it carries direct or indirect financial benefits. This requirement also applies to senior staff members.

3 Relevant interests in this context are as follows:

executive and non-executive directorships of, significant shareholdings in, or employment by, public or private companies likely or possibly seeking to do business with QAA
ownership or part-ownership of, or employment by, businesses or consultancies likely or possibly seeking to do business with QAA
remunerated or honorary positions and other connections with higher education or further education institutions or other organisations (such as subject associations, learned societies, trades unions, or professional, statutory or regulatory bodies) that may give rise to a conflict of interest.

Registers of interests

4 The Code requires that formal registers of interests be established. The registers are published on the QAA website. The existence and availability of the registers are noted in the annual Directors’ Report and Financial Statements.

5 The registers includes details of all directorships and other relevant interests and connections declared by Board members and senior staff members, as defined in paragraph 3 above.

6 The registers are kept up to date through an annual survey of members' interests.

Managing conflicts of interest

7 The Board has adopted the following statements in relation to the conduct of Board and Board committee business.

Managing conflicts of interest systematically and transparently is important for the good governance of QAA and external confidence in the Agency's conduct of business.
The Board and its committees should each establish a Register of Members' Interests.
The committees’ registers should follow the model that the Board has adopted.
In declaring their interests, members should have regard to the Board's expectations about the responsibilities of Board and committee members, and the confidentiality of Board and committee discussions and papers, that are set out in this Board Code of Practice and summarised in the preamble to each committee's terms of reference.
The registers should be published, updated each time a new member is appointed, and reviewed annually.
An invitation to join a Board committee or working group, where a conflict of interest is likely to arise, should not be accepted without first declaring that interest.
As a standard agenda item, members should be invited to declare at the beginning of each meeting any interests they have in items later on the agenda. That declaration should be made whether or not the interest is listed in the Board/Committee Register.
The declared interests should be recorded in the Board’s/committee's minutes, together with any consequent action (for example, member not present for the discussion of that item; member did not receive the paper for that item; member present but did not contribute to the discussion of that item).
No member who has declared an interest in an item shall take part in the decision-making on that item, and shall not be counted as part of the meeting quorum for that item.

8 The application of this general framework to specific cases will depend to a large extent on the nature of the body's membership and the nature of its business. Each committee is therefore required to identify the main (maybe three or four) areas where conflicts are likely to arise and the actions that would normally be taken in those circumstances.

9 The actions to be taken in response to conflicts not covered in the three or four main areas would need to be decided by the Chair of the committee on a case by case basis in the light of the general principles and by analogy with agreed practice in those main areas.

Appendix 4 Schedule of matters reserved to the Board

The Board’s responsibilities

1 The QAA is a charity and a company limited by guarantee.

2 The members of the Board are the trustees of the charity. The duties of trustees are set out in the Charities Act 2006, as follows:

to be familiar with the charity’s objects and the terms of its constitution and work to further those objects
to use such care and skill as is reasonable in the circumstances, taking professional advice where appropriate
to be prudent in the management of the charity’s resources, avoiding placing assets at risk, and invest carefully
to act collectively
to act in the best interests of the charity and avoid personal conflicts of interest.

3 The members of the Board are the directors of the company. The Companies Act 2006 codifies directors’ duties as follows:

to act within their powers
to promote the success of the company for members’ benefit
to exercise independent judgment
to exercise reasonable care, skill and diligence
to avoid conflicts of interest
to not accept benefits from third parties
to declare interests in proposed transactions or arrangements with the company.

4 The Board’s Code sets out the responsibilities of Board members as follows.

4.1 Board members have corporate responsibility for:

establishing and reviewing regularly the organisation's vision, values and overall strategic direction, as well as policies for their fulfilment
ensuring that QAA follows the principle and practice of openness in the conduct of its business, which includes giving prompt responses to public requests for information
ensuring that high standards of corporate governance are observed at all times
overseeing the delivery of planned results by monitoring performance against agreed strategic objectives and targets
ensuring that QAA operates within any conditions relating to the use of public funds, and
ensuring that QAA meets its contractual obligations.

4.2 Board members' financial responsibilities include:

approving annual operating plans and budgets which should reflect the mission and business plan
ensuring the solvency of QAA and safeguarding its assets
ensuring that the funds provided under contract by the funding bodies and the institutions of higher education are used for the purposes stated in those contracts and agreements
receiving and approving the annual accounts, and
ensuring the existence and integrity of financial control systems.

4.3 In relation to QAA's charitable status, Board members are responsible for:

applying the property and income of QAA only for the defined charitable purposes
acting only within their legal powers
taking particular care that any trading activities are organised such that they do not compromise charitable status
managing and protecting the property of QAA, and
responding to any requirements of the Charity Commission or the Office of the Scottish Charity Regulator (OSCR) for information.

The Board’s approach to delegation

5 The Code sets out the following principles in relation to delegation of powers:

The Board may also decide to delegate responsibility for specified matters to individual members or committees of the Board. The following principles apply to powers delegated by the Board.

All such individuals or committees must be provided with written terms of reference which state clearly the extent and limits of their responsibilities and authority.
If relevant, terms of reference must distinguish between issues on which the individual or committee is empowered to take decisions, and issues on which they advise the Board, but take no final decisions.
Where individuals or committees are acting under delegated authority to take specified decisions, they will provide regular written reports to the Board on the decisions taken.

Matters reserved to the Board

6 Within the frameworks set by the Board’s Code and the Combined Code: Principles of Good Governance and Code of Best Practice (Turnbull), the Board has agreed this schedule of matters reserved to the Board. The schedule informs all decisions about delegation of powers.

7 The areas of Board responsibility listed below are not considered suitable for delegation to a committee of the Board.

Companies Acts requirements

Approval of financial statements and accounts.
Approval of any significant change in accounting policies or practices.
Appointment or removal of Company Secretary.
Remuneration of auditors and recommendations for appointment or removal of auditors.

Charity requirements

Applying QAA’s property and income only for the defined charitable purposes.
Ensuring that trading or other activities do not compromise charitable status.
Managing and protecting the property of QAA.
Responding to the requirements of the Charity Commission or OSCR for information.

Management/governance

Approval of business and operating plans and budgets.
Changes to the company’s constitution or status (for recommendation to the company’s members).
Changes to management and control structures.
Terms and conditions of Board members, the Chief Executive and senior executives.

Board membership and Board committees

Board appointments and removals (subject to the provisions in the company’s Articles of Association).
Terms of reference and membership of Board committees.

Financial matters

Major capital projects.
Contracts for services (for example, with funding councils or NHS).
Investments.

Miscellaneous

Risk management strategy.
Treasury management strategy.
Pensions matters.
Internal control arrangements.
Liability insurance.
Prosecution, defence or settlement of litigation.
Policy on charitable or political donations.

Appendix 5 Audit Committee Terms of Reference

1 QAA is a company and a charity. Its Board members are the charity’s trustees and the company’s directors. As a charity it is charged with providing public benefit; as a company it is charged with providing benefit to the company’s members. The Board appoints advisory committees to help QAA achieve its aims. Not all committee members are also Board members; those who are not Board members are not subject to the formal duties and liabilities of trustees and directors. They do, however, have the responsibility to work in the spirit of the expectations, duties and standards that apply to QAA’s directors/trustees. Committee members should refer to the Board’s Code of best practice, in particular paragraphs 2-8, 13-14, 19, 22 and 38-42. In carrying out their responsibilities, and in making proposals or recommendations to the Board from time to time, Board committees should have regard to the tests for public benefit and members’ benefit that are set out in paragraphs 52-56 of the Code.

2 The Audit Committee's Terms of Reference are:

2.1 to advise the Board on:

2.1.1    the effectiveness of QAA’s internal control systems

2.1.2    risk management, including:

the implications of the annual review of QAA’s internal control arrangements

QAA’s approach to risk management and overall risk management arrangements

the management of significant risks

2.1.3    external audit matters, including:

the appointment or re-appointment of the external auditor

the audit fee

the external auditor's management letter, and the management response

the provision of any non-audit audit services by the external auditors

the Committee’s evaluation of the performance and effectiveness of the external auditors

any questions of resignation or dismissal of the external auditors

2.1.4    internal audit matters, including:

the appointment or re-appointment of the internal auditors

the audit fee

the terms of engagement of the internal auditors

significant internal audit reports and the management responses

the provision of any non-audit audit services by the internal auditors

the Committee’s evaluation of the performance and effectiveness of the internal auditors

any questions of resignation or dismissal of the internal auditors

2.1.5    any reports from external agencies such as the Higher Education Funding Council for England Assurance Services and the National Audit Office

2.1.6    arrangements to promote economy, efficiency and effectiveness in QAA

2.2 to review the draft directors’ report and financial statements, and advise the Board accordingly

2.3 to consider, and discuss with the external auditors where appropriate:

the nature and scope of the audit, before the audit begins
the directors’ report and financial statements
any issues arising from the audit, including a review of the management letter and the QAA response, and any other matters the external auditors may wish to discuss (in the absence of QAA staff where necessary)

2.4 to consider, and discuss with the internal auditors where appropriate:

the audit needs assessment, the audit plan and the resources available for internal audit
all internal audit reports and the management response to those reports

2.5 to monitor the implementation of all agreed audit recommendations

2.6 to consider any other issues requested by the Board, and to advise the Board accordingly.

3 The Audit Committee is authorised by the Board to:

investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee and all employees are directed to cooperate with any request made by the Audit Committee
obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.

Membership

4 There shall be five members, of which at least one should have a background in finance, accounting or auditing. The quorum shall be three members.

5 All members shall be appointed by the Board; at least four - including the Chairman - shall be appointed from among the Board members. Any member who is not a member of the Board shall be appointed for three years in the first instance, and shall be eligible for reappointment once only.

Attendance at meetings

6 The Chief Executive, the Director of Administration and the Head of Finance normally attend meetings of the Audit Committee.

7 A representative of the external auditors and the internal auditors shall attend meetings where business relevant to them is to be discussed.

Frequency of meetings

8 The Audit Committee normally meets three times a year. The external auditors or the internal auditors may request a meeting if they consider it necessary.

Reporting

9 The minutes of meetings of the Audit Committee will be circulated to all members of the Board.

10 The Audit Committee receives and considers the annual reports of the internal and external auditors and reports to the Board after each meeting. The Directors’ report and annual accounts include a summary of the Audit Committee’s work each year, including the reliance that may be placed on the internal control system and risk management systems, and the arrangements for securing economy, efficiency and effectiveness.

Members

Mr Andrew Ramsay (Chair)
Dr Susan Atkins
Mr James Cashmore
Professor Paul Curran
Professor Elaine Thomas

Secretariat

Head of Finance

Appendix 6 Nominations Committee Terms of Reference

2 The Nominations Committee's Terms of Reference are:

to advise the Board on the procedures to be followed in appointing 'independent' directors to the Board, having regard to the need for openness in such appointments
to make recommendations to the Board for the appointment of 'independent' directors.

3 In developing its procedures on appointments to the Board and making its recommendations to the Board, the Nominations Committee will take account of:

the formal constitution of the Board as set out in Article 34 of the Articles of Association
the need to secure an appropriate body of independent directors with 'experience of…and capacity in industrial, commercial or financial matters or the practice of any profession' (Article 35)
the need for the Board to operate an open and transparent appointments process. This will normally include public advertisement but will not exclude direct approaches being made to individuals who may be suitable, or organisations that may be able to advise, and
the overall composition and balance of the Board.

4 The Nominations Committee will meet as required and report to the Board after each meeting.

Membership

5 The Nominations Committee shall be chaired by the Chairman of the Board and shall have three other members, of whom two should be ‘independent’ members.

Quorum

6 The Nominations Committee’s quorum is two, at least one of whom should be an ‘independent’ member.

Members

The Chairman of the Board (Chair)
Dr Susan Atkins
Professor Michael Pittilo
Mr Robin Vaughan

Secretariat

Head of Corporate Affairs

Appendix 7

2 The Remuneration Committee's Terms of Reference are to advise the Board on:

the terms and conditions and remuneration (and, where appropriate, severance payments) of the Chief Executive and the Directors
the performance of the Chief Executive and the Directors and (where appropriate) an assessment of entitlement to performance-related pay.

3 The Remuneration Committee will take advice from the Chief Executive in relation to the terms and conditions, performance and remuneration of the Directors.

4 Where possible, and to allow it to meet its Terms of Reference, the Remuneration Committee should seek comparative information on remuneration and conditions of service in comparable organisations.

5 When considering severance payments for senior staff, the Remuneration Committee should bear in mind that it must represent the public interest and avoid any inappropriate use of public funds. Care should be taken to avoid determining a severance package that public opinion might deem to be excessive.

6 The Remuneration Committee meets at least once a year and reports to the Board.

Membership

7 The Remuneration Committee has four members, of whom three shall be drawn from the ‘independent’ members of the Board. The Committee is chaired by the Chairman of the Board.

8 The Chief Executive normally attends meetings, except when his own remuneration is under discussion and other times at the discretion of the Chairman.

Quorum

9 Three members, including the Chairman, shall be a quorum.

Members

The Chairman of the Board (Chair)
Professor Paul Curran
Mr Andrew Summers
Mr Robin Vaughan

Secretariat

Head of Corporate Affairs

Appendix 8 QAA Scotland Committee Terms of Reference

Introduction

2 The QAA Scotland Committee will:

be responsible for the work of QAA in Scotland
exercise its responsibility under powers delegated to it by the QAA Board
have its terms of reference and categories of membership determined by the Board
have its Chair and members appointed by the Board
exercise its powers in conformity with its terms of reference and the Board's schedule of matters reserved to the Board.

Terms of reference: delegated and reserved powers

3 The remit of the QAA Scotland Committee is to ensure that all QAA policy and practice as it applies in Scotland is developed and implemented in ways that are appropriate to the needs, features and accountabilities of higher education in Scotland.

4 The QAA Scotland Committee will act under delegated authority from the Board except in those areas which it has been agreed will be reserved to the Board. The following powers are reserved to the Board.

4.1 Constitutional powers.

The power to determine the membership categories of the QAA Scotland Committee.
The power to appoint the members of the QAA Scotland Committee and to appoint the chair of the QAA Scotland Committee from the members of the Board from Scotland.
The power to determine and amend the terms of reference of the QAA Scotland Committee.

4.2 Financial powers.

All matters relating to financial contracting with the Scottish Higher Education Funding Council (SFC), Universities Scotland and other contracting organisations.

4.3 Matters in which UK-wide consistency is of prime importance.

Any matters which, in the view of the Board (following, where in the view of the Board it is appropriate, consultation with the sector, the funding councils, the QAA Scotland Committee or other stakeholders), would most effectively be addressed on a UK-wide basis. This will include all matters relating to the award of degree awarding powers and university title.

5 In fulfilling its remit, the activities of the QAA Scotland Committee will include:

overseeing the work of QAA in Scotland
liaising, consulting and working with appropriate bodies in Scotland to ensure that QAA's work in Scotland meets Scottish requirements
maintaining the higher education component of the Scottish Credit and Qualifications Framework and maintaining the relevance to Scotland of other elements of QAA's Quality Infrastructure
overseeing the programmes of reviews and audits in Scotland
agreeing and maintaining the QAA programme of enhancement activities in Scotland
developing and overseeing operational and business planning of QAA's work in Scotland within the overall planning processes of QAA
monitoring, reviewing and reporting on progress against contractual commitments and plans
advising the Board on any and all matters Scottish
advising and consulting the Board on matters in Scotland which could have a significant impact UK-wide and/or on other elements of QAA work.

Reporting arrangements

6 The minutes of each meeting of the QAA Scotland Committee will be provided to the Board at the next meeting of the Board following the meeting of the QAA Scotland Committee. In addition, the Board may call for papers on specific matters from the QAA Scotland Committee at any time. Minutes of the Board will routinely be provided for information to the first meeting of the QAA Scotland Committee following the Board meeting.

Frequency of meetings and quorum

7 The QAA Scotland Committee will normally meet a minimum of three times a year. The quorum for meetings of the QAA Scotland Committee will be six members of whom at least one shall be a Board member.

Chair and members

8 The membership of the QAA Scotland Committee will largely mirror the categories of Board membership and will be made up as follows:

two members nominated by Universities Scotland including any Board members from Scotland nominated in the category of Universities Scotland, Universities UK, Higher Education Wales and GuildHE nominated members
two members nominated by SFC including any QAA Board members from Scotland in the category of HEFCE, HEFCW, SFC and DEL nominated members
two independent members including any QAA Board members from Scotland in the category of independent member. Confederation of British Industry Scotland will be invited to nominate one of the independent members
one QAA Board member not from Scotland
one member nominated by the Scottish Qualifications Authority
one member from an appropriate professional body
one member from further education nominated by the Association of Scottish Colleges
one member nominated by the Scottish Advisory Committee on Credit and Access
one member from outside the UK
one member nominated by sparqs
one member from the student body of higher education institutions in Scotland
the QAA Scotland Committee can include up to two co-opted members at any one time
the Chair of the QAA Board - ex-officio.

9 The Chair of the QAA Scotland Committee is appointed by the Board from among the Board members from Scotland.

10 All members, including the Chair, are appointed by the Board for three years with the possibility of one renewal of appointment.

Observers

11 Universities Scotland and the SFC will be invited to send observers to meetings of the QAA Scotland Committee.

Membership

12 The QAA Scotland Committee membership is set out below.

12.1 Two members nominated by Universities Scotland including any QAA Board members from Scotland in the category of Universities Scotland, Universities UK, Higher Education Wales and GuildHE nominated members:

Professor Michael Pittilo (Principal, The Robert Gordon University, member of the QAA Board)
Dr Alan Davidson (Dean for the Enhancement of Learning, Teaching and Assessment, The Robert Gordon University).

12.2 Two members nominated by SFC including any QAA Board members from Scotland in the category of HEFCE, HEFCW, SFC and DEL nominated members:

Professor Nick Kuenssberg (Chairman, The Glasgow School of Art) Chairman of the Committee
Professor Georgina Follet (Head of Design School, University of Dundee).

12.3 Two independent members including any QAA Board members from Scotland, the others to be one nomination from CBI Scotland and one employer from Scotland:

Mr Malcolm Wright (Chief Executive, NHS Education for Scotland).

12.4 One QAA Board member not from Scotland:

Professor Tony Hazell.

12.5 One member nominated by the Scottish Qualifications Authority (SQA):

Dr Gill Stewart (Director of Qualifications Development).

12.6 One member from a professional body - preferably one with a particular Scottish remit:

Ms Mary Howden (Head of Education and Workforce Development,
Scottish Social Services Council).

12.7 One member from further education appointed by the Board in consultation with ASC:

Mr Mike Devenney (Principal of Moray College, University-level study in the Highlands and Islands (UHI)).

12.8 One member nominated by the Scottish Advisory Committee on Credit and Access (SACCA) from within its higher education members:

Professor Bob Craik (Deputy Principal (Learning and Teaching),
Heriot-Watt University).

12.9 One member from outside the UK:

Dr Padraig Walsh (Chief Executive, Irish Universities Quality Board).

12.10 One member nominated by sparqs:

Mr Nikolaas Heerens (Senior Development adviser, sparqs).

12.11 One member from the student body in Scotland:

Mr Gurjit Singh.

12.12 Co-opted:

Mr Anton Colella (Chief Executive, Institute of Chartered Accountants
of Scotland).

12.13 The QAA Board Chairman – ex officio:

Mr Sam Younger.

13 There will be one observer from Universities Scotland and one from SFC. The current observers are:

Mr David Caldwell (Director, Universities Scotland).
Dr Bill Harvey (Deputy Director Quality and Learning Innovation, SHEFC).

14 In keeping with their general policy, the Scottish Executive receive copies of agendas, papers and minutes but do not send observers to meetings.

QAA Secretariat

Mr Norman Sharp (Director, QAA Scotland).
Ms Thelma Barron (Assistant Director, QAA Scotland).

Appendix 9 Access Recognition and Licensing Committee (ARLC)

2 The Terms of Reference of the Access Recognition and Licensing Committee (ARLC) are:

to oversee QAA’s framework for the recognition of Access to HE courses, and associated arrangements, and to make recommendations on its development to the QAA Board, or other authority, as appropriate
to oversee the AVA licensing process, to receive reports on licence application visits, and to make recommendations to the QAA Board concerning the award of new AVA licences
to oversee the AVA review process, to receive review reports, and to make recommendations to the QAA Board concerning the renewal of AVA licences.

Membership

3 The Committee comprises 10 members, as follows:

two Board members (at least one of whom should be currently working in higher education)
three members from the higher education sector with an understanding of Access to HE programmes, and representing experience of a range of HE institutions, of which at least one member should be the head of an institution, and one involved in HE admissions
two senior managers from the further education sector (at least one of whom should be the head of an institution) with understanding of Access to HE programmes
one member who is the chief officer of a licensed AVA
one other with appropriate experience for the work of the Committee, who may, or may not, come from one of the aforementioned categories
the Chief Executive (ex officio).

4 The ARLC may nominate up to two additional members to be co-opted to the Committee.

5 The Director of Reviews and other QAA officers attend to advise and support the Committee.

The Chair

6 One of the two Board members is appointed by the Board to act as the Committee’s Chair. A deputy is designated by the Chair if he/she is absent or needs to withdraw from the meeting.

Appointments to ARLC

7 All appointments and re-appointments are made by the Board.

Term of office
8 Members are invited to serve on the Committee for three years in the first instance, and may be re-appointed for a further period of three years. A member who retires, or leaves the sector from which they were appointed, may remain on the Committee for up to two years from the date of retirement (providing this does not exceed the standard term). The AVA officer member will stand down immediately on leaving his/her post.

Quorum

9 The Committee is quorate when five members are present, including the Chair.

Frequency of meetings

10 The Committee will normally meet four times a year.

Review

11 The Committee will review its terms of reference no less than once every three years, to ensure its continuing effectiveness and fitness for purpose.

Members

12 Two Board members (at least one of whom should be currently working in higher education):

Professor Noel Lloyd (Chair) (Vice-Chancellor and Principal, Aberystwyth University)
Beverley Hunt (Director and Independent Consultant, B G Hunt Associates)

13 Three members from the higher education sector with an understanding of Access to HE programmes, and representing experience of a range of HE institutions, of which at least one member should be the head of an institution, and one involved in HE admissions:

Dr Freda Bridge (Principal and Chief Executive, Leeds Trinity and All Saints)
Paul Phillips (Head of Admissions and UK Recruitment, Royal Holloway College)
Harvey Woolf (Chair of the Access Qualification Development Group and formerly Head of Academic Standards, University of Wolverhampton)

14 Two senior managers from the further education sector (at least one of whom should be the head of an institution) with understanding of Access to HE programmes:

Dr Phil Bentley (Director of Faculty of Human Sciences, Shrewsbury College of Arts and Technology)
Peter Davies CBE (Principal, The City Literary Institute)

15 One other with appropriate experience for the work of the Committee, who may, or may not, come from one of the aforementioned categories

Penny Blackie (Director of Regional Strategy, Foundation Degree Forward)

16 Chief Executive (ex officio)

Peter Williams (Chief Executive, The Quality Assurance Agency for Higher Education)

17 Co-opted to the Committee

Dame Sandra Burslem (formerly Vice-Chancellor, Manchester Metropolitan University)
Mike Farmer (Chair of the Access Data Development Group, Independent educational consultant)

Appendix 10 Advisory Committee on Degree Awarding Powers Terms of Reference

2 The Terms of Reference of the Advisory Committee on Degree Awarding Powers (ACDAP) are: 2.1 criteria and scrutiny processes

to oversee the current degree awarding powers and university title criteria and associated scrutiny processes, and to make periodic recommendations on their development to the QAA Board, as appropriate

2.2 institutional applications

to undertake a preliminary consideration of institutional applications seeking degree awarding powers and/or university title and, where appropriate, to appoint Scrutiny Panels to undertake detailed examination of institutional applications
to receive reports on institutional scrutinies, and to make recommendations to the QAA Board concerning the award of degree awarding powers and university title.

Membership

3 ACDAP shall comprise 13 members, at least three of whom shall be members of the QAA Board. The Chairman of ACDAP shall be the Chairman of the QAA Board.

4 Membership of ACDAP shall be structured so as to ensure that it includes three Vice-Chancellors, including at least one head of a pre-1992 university and at least one head of a post-1992 university; one head of a non-university higher education institution; three senior members of higher education institutions (Pro Vice-Chancellors or equivalent); and two other persons (other than the Chair of the Committee) with experience of sectors of employment that are significant recruiters of graduates. Furthermore, membership should include one member from a Scottish higher education institution (HEI), one member from a Welsh HEI and one member with experience of healthcare disciplines. The Chief Executive of QAA shall also be a member of the Committee.

5 In addition, ACDAP will invite appropriate observers from:

the Department for Innovation, Universities and Skills
the Department for Employment and Learning Northern Ireland
the Welsh Assembly Government Department for Children, Education, Lifelong Learning and Skills
the Scottish Government, Education and Lifelong Learning Department
QAA (normally the Director of the Reviews Group).

6 The Secretary to ACDAP will be the Head of degree awarding powers and university title matters.

Appointment to ACDAP

7 Members are invited to serve on ACDAP for three years in the first instance, and may be re-appointed for a further period of three years. All appointments and re-appointments are made by the QAA Board.

Quorum

Frequency of meetings

9 ACDAP will normally meet four times a year.

Declarations of interest

10 Members of ACDAP are required to declare any interest in any applications under consideration and to withdraw from ACDAP while any such applications are being considered.

Scrutiny panels

University title

11 Where they are considered necessary by ACDAP, scrutiny panels will be chaired by the Chair of the QAA Board and comprise a head from a pre and a head from a post-1992 university, and two non-academic representatives (normally chief executives from either the public and/or private sector). In appointing academic and non-academic members, ACDAP will seek to ensure that there is representation from both ACDAP and the QAA Board.

Degree-awarding powers

12 Where they are considered necessary by ACDAP, scrutiny panels will be chaired by a QAA Board member who is also a member of ACDAP and comprise two heads from higher education institutions and two non-academic representatives (normally senior individuals from either the public and/or private sector). In appointing academic and non-academic members, ACDAP will seek to ensure that there is representation from either ACDAP or the QAA Board.

13 ACDAP is required by the QAA Board to review its terms of reference no less than once every three years to ensure its continuing effectiveness and fitness for purpose, and to report to the QAA Board as appropriate.

Members

Mr Sam Younger	Chairman (ex officio)
Dr Robert Aylett	Deputy Vice-Chancellor (Academic), London Metropolitan University
Professor Colin Baker	Pro Vice-Chancellor, University of Bangor
Professor John Brooks	Vice-Chancellor, Manchester Metropolitan University
Dr John Cater	Vice-Chancellor, Edge Hill University
Professor Arthur Lucas AO CBE	Former Principal, King's College, London
Professor Kenneth Miller	Pro Vice-Principal, University of Strathclyde
Dr Alexander Scott	Director General, The Chartered Insurance Institute
Professor Elaine Thomas	Rector, University College for the Creative Arts at Canterbury, Epsom, Farnham, Maidstone and Rochester
Dame Janet Trotter	Chair, Gloucestershire Hospitals NHS Foundation Trust
Mr Robin Vaughan	Director of Professional Standards, Chartered Institute of Management Accountants
Mr Peter Williams	Chief Executive, QAA (ex officio)

Observers

Ms Elizabeth Ammon, Department for Innovation, Universities and Skills
Mr Dominic McCullough, Department for Employment and Learning Northern Ireland
Mr Stephen Kerr, The Scottish Government, Education and Lifelong Learning Department
Ms Lisa Newberry, Welsh Assembly Government Department for Children, Education, Lifelong Learning and Skills

QAA Observers

Dr Stephen Jackson, Director of the Reviews Group
Dr Irene Ainsworth, Secretary to the Committee, and
Mr Nick Pack, Administrator

Appendix 11 Terms of Reference: QAA Advisory Committee for Wales

Role of the QAA Advisory Committee for Wales

2 The role of the QAA Advisory Committee for Wales is to provide the QAA Board with advice on the development and provision of its services in Wales in line with its joint Service Level Agreement with the Higher Education Funding Council for Wales (HEFCW) and Higher Education Wales (HEW). The QAA Advisory Committee for Wales also provides a means for liaising with Welsh Assembly Government departments and other bodies with a direct interest in quality and standards in higher education in Wales.

Framework for the assurance of quality and standards

3 The QAA Advisory Committee for Wales will ensure that the framework for the assurance of standards and quality is developed and implemented in a manner that has regard for, and is sensitive to, a range of particular features of the context within which higher education operates in Wales. This will include:

the Welsh Assembly Government’s strategic plan - The Learning Country: Vision into Action - for education, lifelong learning and skills in Wales until 2010
Reconfiguration and collaboration - the Welsh Assembly Government’s ten-year strategy for higher education to 2010
developments in the further education sector
developments in the European agenda for managing quality and standards in higher education.

Developmental and support activities

4 The QAA Advisory Committee for Wales will ensure that these activities and the more general liaison with higher education institutions and other bodies in Wales are undertaken with regard to, and sensitivity for, those features identified above.

Advisory services

5 The QAA Advisory Committee for Wale's advisory functions are to:

ensure that the QAA Board is fully informed from a Wales perspective in offering advice to government or other bodies on matters relating to the quality and standards of higher education provision in Wales
ensure that the QAA Board is properly advised about the implications of any of the Welsh Assembly Government’s policies for QAA’s work in Wales.

Welsh Language Scheme

6 The QAA Advisory Committee for Wales will provide the QAA Board with advice on the implementation of the QAA Welsh Language Scheme under the terms of the Welsh Language Act 1993.

Liaison with cognate bodies in Wales

7 The QAA Advisory Committee for Wales will provide the QAA Board with a means of liaising with cognate bodies in Wales.

Liaison with the Welsh Assembly Government

8 The QAA Advisory Committee for Wales will provide the QAA Board with a direct mechanism for liaising with Welsh Assembly Government departments in Wales.

Membership

9 The QAA Advisory Committee for Wales is chaired by a member of the Board.

10 Two members nominated by HEFCW (including any Board member from Wales appointed by the funding bodies):

Professor Tony Hazell
Ms Jaqui Hare

11 Two members nominated by HEW including any Board member from Wales appointed by the representative body:

Professor Noel Lloyd (Chair)
Professor Mike Scott

12 One member nominated by the Welsh Assembly Government:

Mr Peter McAlistair

13 One member nominated by Estyn:

Ms Lin Howells

14 One member representing the interests of further education (nominated by Fforwm):

Mr David Finch

15 One member representing the student body in Wales (nominated by NUS Wales):

Mr Ben Gray

16 One member representing employer interests:

[vacant]

17 Participant observers

HEFCW: Celia Hunt HEW: Gill Newberry HEA: Gabriel Jezierski

QAA officers: Officer for Wales, Administrative Officer

Ex-officio: Chief Executive

Appendix 12 Procedures on whistleblowing

1 QAA has a duty to conduct its affairs in a responsible and transparent way and to meet the standards of corporate governance that it has set itself in this Code.

2 Members of staff may sometimes have concerns that things are going wrong, for example, in relation to financial malpractice or departure from the requirements of good governance. QAA has channels through which such concerns can be raised, for example with group directors or through the recognised trade union. In the normal course of events concerns should be raised through these channels. But members of staff may feel, rightly or wrongly, that their own position within the organisation may be jeopardised if they raise a particular concern in this way. Good practice suggests that:

a          allegations of injustices or discrimination against individuals should be dealt with through procedures established by the Board for these purposes

b          allegations about an individual's financial conduct should normally be made to the Director of Administration, who will investigate the allegation or report to higher authority, as appropriate. Where, for whatever reason, the person making the allegation considers it inappropriate to make it to the Director of Administration the provisions of paragraph c below apply

c          allegations about other issues, for example the behaviour of a senior officer of QAA, or a member of the Board, or the propriety of committee or other collective decisions, should be made, as the person making the allegation deems appropriate, to the Chief Executive, the Director of Administration or the Chairman of the Board. If, for any reason, none of these individuals is deemed to be appropriate, the allegation should be made to the Chairman of the Audit Committee.

3 In any case, where an allegation has been made under b or c above, the person to whom the allegation was made should make a record of its receipt and of what subsequent action was taken. Any allegation made under this procedure shall normally be the subject of a preliminary investigation either by the person who received the allegation or, more usually, by someone appointed by them. Care will be taken to ensure that an investigation is not carried out by the person who may ultimately have to reach a decision on the matter. Where an allegation is made, the person or persons against whom it is made must be told of the allegation, the evidence supporting it and be allowed to comment before the investigation is concluded and a report made. The results of the investigation shall be reported to the Audit Committee.

4 Any person making an allegation under b or c above will be guaranteed that the allegation shall be regarded as confidential until a formal investigation is launched. Thereafter the identity of the person making the allegation may be kept confidential, if requested, unless this is incompatible with a fair investigation, or if there is an overriding reason for disclosure (for example, if policy involvement is required). Provided the allegation has been made lawfully, without malice and in the public interest, the employment position of the person making the allegation will not be disadvantaged for reasons of making the allegation.

5 In exceptional circumstances, an allegation under b or c above may need to be referred to an external body for advice. The Chairman of the Board and the Chairman of the Audit Committee will consult the complainant as part of the process of identifying an external body appropriate in the circumstances of the particular case.

Code of best practice for members of the QAA Board

Contents

Overview

Introduction

Mission and purposes of QAA

Objects

Mission

Purposes

Proper conduct of public business

Role of the Chairman

Corporate responsibilities of Board members

Responsibilities of individual Board members

Interests of Board and committee members

Delegation

Schedule of matters reserved to the Board

Strategic planning and control

Openness and responsiveness

Accountability for public funds

Purchasing and procurement

Annual Review and Directors’ Report and Financial Statements

Board committees

Confidentiality

The role of the Chief Executive

Equal opportunity

QAA as employer

Whistleblowing

Summary of the Board's primary responsibilities

Public benefit and members benefit

Companies Act 2006

Charities Act 2006

Charities and Trustee Investment (Scotland) Act 2005

Appendix 1

The Seven Principles of Public Life outlined in Spending Public Money: Governance and Audit Issues, (Cm 3179), March 1996

Appendix 2

Acceptance of gifts, hospitality and awards

Appendix 3

Declaration of interests and register of interests

Declaration of interests

Registers of interests

Managing conflicts of interest

Appendix 4

Schedule of matters reserved to the Board

The Board’s responsibilities

The Board’s approach to delegation

Matters reserved to the Board

Companies Acts requirements

Charity requirements

Management/governance

Board membership and Board committees

Financial matters

Miscellaneous

Appendix 5

Audit Committee Terms of Reference

Membership

Attendance at meetings

Reporting

Members

Secretariat

Appendix 6

Nominations Committee Terms of Reference

Membership

Quorum

Members

Secretariat

Appendix 7

Membership

Quorum

Members

Secretariat

Appendix 8

QAA Scotland Committee Terms of Reference

Introduction

Terms of reference: delegated and reserved powers

Reporting arrangements

Frequency of meetings and quorum

Chair and members

Observers

Membership

QAA Secretariat

Appendix 9