Terms of Reference – Executive Committee

Purpose and Objectives

1.Executive Committee (EC) is responsible for advising the Chief Executive on the management of ECGD’s business. It supports the Chief Executive in the discharge of his responsibility as the Accounting Officer for the overall organisation, performance and management of ECGD within the policy and resource framework set by Ministers and policies on which Management Board (MB) have provided advice.

Activities

2.EC will achieve this by:

2.1.Developing plans, policies, standards, systems and procedures in line with the strategy, business plan and policies on which MB have provided advice;

2.2.Allocating and managing ECGD’s financial and human resources to achieve policies and plans;

2.3.Monitoring organisational performance, including the achievement of financial objectives;

2.4.Maintaining an effective system of corporate governance in accordance with principles on which MB have provided advice;

2.5.Establishing and maintaining a transparent system of prudent and effective controls, including those relating to operational and strategic risk management, supported by clearly documented and understood management processes and procedures;

2.6.Maintaining an appropriate management and organisational structure;

2.7.Advising on operational decision-making;

2.8. Advising on relevant financial considerations including issues of propriety, regularity and value for money;

2.9.Implementing ECGD’s approach to the private financial services and capital markets;

2.10.Assessing business cases, prioritising and agreeing funding, on cases referred by the Business Systems and Infrastructure Committee;

2.11.Requiring good management practice to be used to recruit, develop and retain the people needed to achieve the Department’s business goals and objectives;

2.12.Ensuring adequate and effective Business Continuity arrangements are in place; and

2.13.Approving the Strategic and related Annual Operational Plans.

Membership and Chair

3.EC comprises the Chief Executive as Chair; the Director of the Business Group; the Director of the Credit Risk Group; the General Counsel, the Finance Director and the Head of Human Resources.

4.In the absence of the Chair, a nominated member will chair the EC. ECGD managers, staff and other advisers will attend the EC as necessary.

Authority

5.The Chair of EC, in his role as the Accounting Officer, is responsible for taking decisions within his delegation of authority. EC is advisory and supports MB and the Chief Executive’s personal responsibility as Accounting Officer for ECGD.

Quorum

6.A quorum will be the Chair, or his nominee, and two other members.

Frequency of Meetings

7.EC will meet weekly. Additional meetings will be arranged when necessary.

8.If business, of sufficient urgency as to require an immediate decision, arises between regular meetings of MB, on which the views of the Non-Executive Directors might normally be sought but there is insufficient time to do so, the EC will meet to discuss. The Chief Executive will report on the decision made to the Chair of MB as soon as possible, and subsequently to its next meeting.

Written Procedure

9.Where a paper raises a straightforward issue, or is for information only, then it may be submitted for consideration by written procedure. Written procedure papers will be dispatched to EC members on a weekly basis, with a request that comments be sent to EC members and the paper author, copying to the Chief Executive’s Office, by a specified date.

10.Urgent business may also be handled by written procedure in between the weekly EC meetings. The Chief Executive’s Office will arrange circulation.

11.Replies from at least three EC members must be received for a decision to be taken by written procedure.

Reporting

12.Minutes of each meeting will be prepared and issued within three working days of the date of the following EC meeting.

Secretariat

13.The Secretariat will be provided by the Chief Executive’s Office. The Secretary, in conjunction with the Chair, will agree and circulate an agenda and papers prior to each meeting of EC.

Sub-committees of the Executive Committee

14.The main committees are:

14.1.Risk Committee chaired by the Director of the Credit Risk Group, which is responsible for the effective management of all aspects of ECGD’s credit and treasury risk exposures, in accordance with policies approved by the MB;

14.2.Business Systems and Infrastructure Committee, chaired by the Finance Director, which is responsible for ensuring that ECGD’s investment in business systems, processes and infrastructure is well-targeted, well managed and in accordance with strategies and policies approved by the MB; and the

14.3.Information Assurance Management Committee, chaired by the Departmental Security Officer as Head of Human Resources, which is responsible for ensuring that the information required for ECGD business, operations, systems and processes is appropriately secured in accordance with ECGD, legal, regulatory and central Government requirements.

Review

15.These terms of reference will be reviewed as required and no less frequently than annually.

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27 January 2009