TERMS OF REFERENCE - MANAGEMENT BOARD

Purpose and objectives

1.The Management Board (MB) supports the Accounting Officer in the discharge of his responsibilities and has accountability to the Secretary of State for Business, Enterprise and Regulatory Reform and the Economic and Business Minister for:

a.exercising oversight of the Chief Executive and the Executive Committee;

b.monitoring the application of the principles of good governance;

c.ensuring the strategic goals of ECGD are properly tested and examined;

d.advising on policies and strategies; providing advice on achieving policies set by Ministers;

e.monitoring performance; assessing and monitoring enterprise-wide risks; and

f.recommending accounting policies and the Annual Review and Resource Accounts.

2.Responsibilities of the MB are delegated to certain sub-committees of the MB, as set out in their respective terms of reference.

Membership and Chair

3.The Chair chairs the MB.  In the Chair’s absence, the MB will be chaired by a nominated Non-Executive Director who should provide a report on decisions made to the Chair as soon as possible thereafter.

4.The MB comprises not less than two further Non-Executive members and not less than three Executive members, one of whom will be the Chief Executive.

Quorum

5.A quorum will consist of the Chair, one Non-Executive and one Executive member.

Frequency of Meetings

6.The MB normally meets on a monthly basis. Additional meetings will be arranged when necessary.

Reporting

7.Minutes of each meeting will be approved within three working days after the date of the next meeting.

Secretariat

8.The Secretariat is provided by the Chief Executive’s Office.

Written Procedure

9.If urgent decisions are required, the Secretariat will arrange for papers to be circulated.  At the subsequent meeting of the MB, the Chair will confirm any decisions made.

Sub-Committees of the Management Board

10.The main committees are: the Audit Committee, chaired by a Non-Executive Director and comprising Non-Executive Directors, which oversees ECGD’s risk management, governance and control procedures and the preparation of the Annual Review and Resource Accounts; and the Remuneration Committee for Senior Civil Service pay, chaired by the Chair and comprising Non-Executive Directors.

Review

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

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28 January 2009