PraxisAuril Governance

PraxisAuril is a trading name of Praxis Courses Ltd, a company limited by guarantee, registered in the UK.

 

Role of the Board

The PraxisAuril Board defines, evolves and communicates policy and strategy; monitors and controls implementation and performance of strategic plans and programmes; and ensures corporate governance.

The Board regularly reviews which matters are reserved to the Board and which can be delegated. It collectively exercises its powers of delegation to the executive team (through the CEO) and to volunteer committees and advisory groups.

The Board is of sufficient size that the organisation’s work can be carried out and any changes to the Board’s composition can be managed without too much disruption. (A Board of at least five but no more than twelve seats is typically considered good practice).

The Board reviews its own performance and that of individual Board members, including the Chair and the CEO. This evaluation considers the Board’s balance of skills, experience and knowledge; its diversity in the widest sense; how the Board works together; and other factors relevant to its effectiveness.

Board members receive an appropriate induction when they join the Board. This includes meetings with senior managers and covers all aspects of the organisation’s work.

Board members are given the opportunity to have ongoing learning and development.

Board members are expected to prepare for and attend (approx. 4 hour) face-to-face Board meetings each financial quarter AND an annual strategic planning meeting (1 day/overnight stay – usually in January).  Board members may also be appointed to Board Sub-committees which will require an additional time commitment

Reasonable travel expenses may be claimed by Board members in relation to their PraxisAuril duties in line with the Expenses Policy.

The PraxisAuril Board comprises a minimum of 7 members and a maximum of 12 members with a target membership of 10 members/portfolio holders:

-          Chair

-          Incoming or Outgoing Chair

-          Exec CEO

-          Advocacy

-          Professional Development

-          Membership

-          Stakeholders and Alliances

-          Finance and Operations

-          1-2 Member Representatives (elected)

The Board votes every two years to appoint its incoming Chair.  The Chair is appointed for a two year term and serves an additional one year period as each of Incoming Chair and Immediate Past Chair. In any one year the Board will include a Chair and an incoming or outgoing Chair.

 

Appointment of Directors to the PraxisAuril Board

The PraxisAuril Board should comprise a balance of experience and perspectives - representing diversity of type of organisation, geography, gender and career stage and experience in a relevant field.

Directors must demonstrate commitment and be proactive and collegiate in approach.

-    Directors may be appointed by the Board for a 4 year term, to defined portfolio and non-portfolio roles, as outlined above

-    Directors are also Members of the Company and are authorised to act in line with the provisions of the Companies Act 2016

-    Upcoming vacancies on the Board are published on the PraxisAuril website and notified to subscribing members by email

-    Individuals interested in Board membership submit a personal statement and a current CV by email to the CEO.  Personal statements include an indication of availability and any required authorisation from their employer; highlight any conflicts of interest; and include details of other directorships.

-    The Appointments Sub-Group of the Board reviews applications for Board Membership and recommends to the Board the appointment of new Directors, in line with the appointment criteria.

-    At least one Director will usually rotate off the Board each year in January. (Directors may serve more than one term on the Board).

 

Election of Member Representative

One Member Representative is elected to the Board, by a vote of eligible subscribing members, for a 2 year term beginning on 1 January each year.  The Member Representative is a registered Director/Member of the Company.

With this role, the Board seeks to provide transparency and a direct channel for communication with a representative of PraxisAuril’s subscribing members.  Previous Board experience is not necessary to undertake this role and applications are encouraged from individuals looking for their first Board position.

 

Board Portfolios and Sub-Groups

All portfolios consider regional, diversity, international aspects.  Portfolio leads work with volunteer advisory groups or committees to guide and support volunteer-led activity in line with strategic aims.

In order to facilitate information flow, the Advocacy, Professional Development and Membership portfolio holders are encouraged to sit on the corresponding committee/advisory group (but will not chair them).

The Board or Portfolio holders may constitute and dissolve additional Board sub-committees to advise and report on specific issues as and when required (in consultation with the Appointments Sub-Group).

Sub-Committees of the Board are currently convened as follows:

 

Audit and Risk Sub-Committee

Comprises Chair or incoming or outgoing Chair, Finance and Operations portfolio holder and CEO.  It reviews on a quarterly basis the Company’s Risk Register and highlights any areas of concern at Board Meetings (standing agenda item).

 

Appointments Sub-Committee

Comprises Chair, incoming or outgoing Chair, CEO and (preferably) an external representative.  It recommends and updates relevant policy and appointments criteria; reviews applications for Board directorships in line with those qualifying criteria; and recommends appointments for approval by the Board.  It also ensures compliance by overseeing the process for election of Member Representatives to the Board and of appointments to volunteer advisory groups and committees.

 

Remuneration Committee

Appointed by the Board, including the Finance & Operations portfolio holder and incoming or outgoing Chair and (preferably) an external representative.  It reviews and updates relevant policy; proposes to the Board an appropriate level of funds for the annual ‘bonus pot’ (taking into account external market factors such as inflation and local recruiting conditions as well as the Company’s annual financial performance); and considers recommendations from the CEO relating to the allocation of individual annual performance related bonus payments to staff.

 

Executive Team

The executive team reports to the Board via the CEO.  The executive team devises and implements strategic and programme plans in line with the Company’s strategic aims, as defined annually by the Board.  Executive team members may be invited to Board meetings to report as required. 

Executive volunteer groups, may be delegated with authority to deliver activities in line with strategic aims as follows:

 

Professional Development Committee

Focusses on the development of content and delivery for training course programmes and other professional development tools and services in line with a continuous improvement approach and ATTP course recognition criteria and assessment.

It recommends to the executive team the appointment of Course Directors and instructors and reviews and approves a proposed schedule of offered and bespoke training programmes and content.

The Professional Development Committee selects its own Chair.  The Professional Development portfolio Director, exec team Director of Strategic Engagement and Professional Development Programme Manager participate in all meetings.

 

Membership Advisory Group

Advisory group with a task and finish focus, convened for conference(s) and directors’ fora or other membership events as required, supplying and recommending programme themes, session chairs, speakers and potential sponsors to the executive team.  Group members also support the executive team with promotion of the conference/events through their own networks.

Advisory Groups each select their own Chair.  The Membership portfolio Director, Member Representative Director, exec team Director of Strategic Engagement and Membership Programme Manager participate in all meetings.

 

Advocacy Advisory Group

Contributes policy related insights and information to the exec team; identifies ambassadors and representatives who can speak on behalf of the sector at appropriate stakeholder meetings; and supports the work of the exec team Head of Policy on consultation responses.

Advisory Group members select their own Chair.  The Advocacy portfolio Director and exec team Head of Policy participate in all meetings.

 

PraxisAuril Board with effect from 1 January 2018

Phil Clare – University of Oxford

Martin Davies - UCL

Maxine Ficarra - Exec CEO

Sean Fielding – University of Exeter

Tony Hickson – Imperial Innovations

Bryn Jones – University of Bangor

Angela Kukula – Institute of Cancer Research

Alistair McDermott – Imperial Consultants

Jennie Shorley – Manchester Metropolitan University

Iain Thomas – Cambridge Enterprise

Member representative – to be elected

Chair, Incoming or Outgoing Chair, Advocacy, Professional Development, Membership, Stakeholders, Finance and Operations portfolios to be appointed from amongst the above.

Member representative to be decided by election

Timetable for election of Member Representative to the PraxisAuril Board effective 1 January 2018

 

DATE

ACTION

NOTES

5 October 2017

Details of new election process notified to subscribing members (via email and at Bristol conference)

 

 

9 October 2017

Nomination forms to be sent out to all full member representatives

Institution must have paid annual membership fee for nomination and voting to be valid

 

30 October 2017

Deadline for receipt of complete and valid nomination forms plus personal position statements at PraxisAuril Office

 

Posted or emailed (if emailed the proposers will be contacted to verify nomination)

1 November 2017

Ballot papers to be sent to Nominated Representatives of full members, complete with candidates’ statements

 

By email

15 November 2017

Deadline for receipt of ballot papers at PraxisAuril office

 

By email

16 November 2017

Count of votes at PraxisAuril office

 

CEO notifies Board

16 November 2017

CEO notifies candidates of election results

 

By email

17 November 2017

CEO to notify all members of results of election

 

By email

1 January 2018

Member representative joins PraxisAuril Board

 

 

Election to serve as Member Representative on PraxisAuril Board from 1 January 2018 - 31 December 2019

Please supply with this form, a personal position statement of no more than 500 words and a one-page biographical profile by 12 noon on 30 October 2017, to be distributed with voting papers for the position of Member Representative on the PraxisAuril Board.  The information you provide will be printed exactly as supplied and will be distributed to all nominated representatives of PraxisAuril who are entitled to vote.

 

To be completed by Nominee

I confirm that I am willing to stand as a candidate for election to the Board of PraxisAuril.

Name of Nominee:.........................................................................................

Nominee’s Job Title:.......................................................................................

Name of Nominee’s Institution:......................................................................

Signature of Nominee:...................................................................................

Date:.............................................................................................................

Name of Nominated Representative:..............................................................

 

To be completed by Proposer (must be an employee of another fully paid up member institution)

I nominate the above person as a candidate to serve as Member Representative on the PraxisAuril Board.

Name of Proposer:.........................................................................................

Proposer’s Job Title:.......................................................................................

Name of Proposer’s Institution:......................................................................

Signature of Proposer:...................................................................................

Date:.............................................................................................................

If you have any queries relating to the nomination process, please contact the CEO, Maxine Ficarra, by phone on 01223-659950 or by email: maxine.ficarra@praxisauril.org.uk

The completed form must be emailed to maxine.ficarra@praxisauril.org.uk to arrive no later than 12 noon on 30 October 2017.