Board Committees - Terms of reference and ways of working

Constitution

With the exception of the Audit and Risk Assurance Committee (ARAC), which is a requirement of the Welsh Government’s Framework Document with NRW, other Committees were formed by resolution of the Board. Each Committee has a specific purpose which may include authority to perform certain functions and make certain decisions as delegated to the Committee by the Board. The continued existence, membership and any authorities delegated to the Committees are subject to review by the Board from time to time as required.

Unless the Board imposes a condition to the contrary, a Committee may delegate the discharge of a function delegated to it by the Board to a Committee member, or an officer, subject to any conditions imposed by that Committee.

All Committees should ensure that, in the exercise of their functions, NRW has due regard to the climate and nature emergencies, and the minimisation of pollution, to pursuing and promoting the sustainable management of natural resources, ensuring the principles of sustainable management of natural resources are applied, so far as is possible within their powers.  

Membership

With the exception of the Evidence Advisory Committee (EAC) (which will have two non-executive directors and about ten independent members), each Committee will comprise at least four non-executive members of the Board. The Board, on the advice of the NRW Chair, will appoint members of the Committees. Membership will take due account of the need to ensure the range of diversity and skills needed to carry out the Committee functions.

The Committee Chair will be appointed by the NRW Board, except in the case of ARAC, where the Chair is agreed by NRW’s sponsoring Minister. If the Committee Chair is absent for any meeting, then any member, by agreement of a majority present, may serve as Committee Chair for that occasion. 

The Protected Areas Committee (PrAC) is authorised by the Board to appoint an additional non-executive member of the Board to the Committee on a one-off basis where there is a time-critical need to apply the statutory functions of the Committee. This appointment will only take place where the decision required of the Committee is time critical, and there is a threat to quoracy meaning the decision could otherwise not be made in a timely manner. The Chair of the Committee is authorised to determine who the additional non-executive director should be, taking into account relevant considerations, and ensuring adequate training and briefing is provided in advance.

Committee members who are Board members will normally serve for their period of appointment as Member of the Board (as specified in their appointment letter from NRW’s sponsoring Minister). ARAC membership is for a period of up to three years, extendable by no more than two additional three-year periods, so long as members continue to be independent. However, changes or rotations may be appropriate from time to time, for example to reinforce particular skills needed on a Committee or when, for whatever reason, there are changes to the Board membership. 

The NRW Board will review membership of each Committee annually.

Each Committee may co-opt non-Board members as it considers appropriate.

A Committee may include members who are neither Board members nor NRW staff. Such members will serve for the period for which they are appointed and on terms set out in their letter of engagement.

Authority

Each Committee is authorised by the Board to:

• consider any matter within its terms of reference as noted below, or any related matter within its remit and to seek any information it requires from staff. All such requests will be channelled through the Secretariat in the first instance;
• make recommendations to the Board for action or decision, and progress work within its terms of reference;
• establish smaller sub-groups / task forces to address matters within the Committee remit as appropriate. These will be time limited and focussed on concluding specific tasks on behalf of the Committee.
• There may occasionally be a need to consider items between meetings on the Committees’ behalf in order to expedite urgent business or in the event of a major incident. If the need for urgent consideration of major and/or controversial items arises, Committees will normally delegate the matter to a specially convened Urgency Committee consisting of its Chair and one further Committee member. If an item arises that is not major or controversial but is time critical, the Chair may use their discretion on whether to take Chair’s action, advised if appropriate by the Board Secretary.

• Where Chair's action on time critical items does take place, it will be considered appropriate (where possible) that the Chair seeks the views of members by email before taking their decision. All decisions taken by the Urgency Committee and/or Chair’s action should be clearly reported to the committee as soon as possible and recorded in the minutes of its next meeting for information.

Accountability and reporting

Each committee is accountable to the Board. Any matters that require disclosure, consideration or advice will be drawn to the attention of the Board.

Reports will be submitted and presented to the Board by, or on behalf of, the Committee Chair. The format of this report will be in a manner prescribed by the Board, and  will usually consist of a summary of the discussion held at each meeting to the subsequent meeting of the Board. Such reports may be verbal by exception only.

The Committee Chair will refer to the Board such issues arising at or in between Committee meetings that, in their judgement, pose a material risk to the business integrity or reputation of NRW.

Committees, or nominated Members of the Committees will review strategic risks relevant to their area of responsibility and/or expertise for particular scrutiny and will highlight any areas of concern, enabling the Board and ARAC to seek any particular assurances required.

Annual review

All Committees will normally conduct an annual effectiveness review. The result of this review will be reported to the NRW Board. This should include a self-review led by the committee Chair, including feedback from members of that committee and from the Board more widely, and any lessons learned and potential improvements.

The terms of reference of each Committee will be reviewed annually, to ensure they are fit for purpose and functionally effective.

A record of each annual review of effectiveness and terms of reference will be made. Any recommendations for material change will be brought to the attention of the relevant committee and the Board for approval.

Frequency, schedule of meetings, and venues

Committees will meet with whatever frequency is deemed suitable to the effective conduct of the business and discharge of responsibilities. Additional meetings may be scheduled if and as required.

Meetings will be arranged by the Secretariat to a schedule of dates/times as appropriate for ensuring the effective conduct of business and timeliness of reporting to the Board.

The meeting of the Chairs of the Committees, groups and forums will be used to assist the secretariat maintain an overview of the Board and Committee business to maximise the efficient and effective integration across strategic areas, use of members time, and integration of Board and Committee business to best effect

All Committees will have the option to hold one meeting of the Committee in person each year. The decision as to whether or not to hold an in person Committee meeting will be made by the Committee Chair in consultation with the Executive Lead for the Committee. The remainder of the Committee meetings will be held virtually, with the exception of PrAC which may have an additional requirement for specific meetings to be held in public.

For the purpose of an in person meeting,  venues will be selected and determined on a case-by-case basis by the Secretariat in consultation as appropriate with the relevant Committee Chair. This decision should take account of the business of the meeting. Venues may include any suitable location, with due regard for sustainability and value for money, including NRW offices by default or other suitable venues, with appropriate facilities for proper conduct of the business including accessibility and public attendance provision as required. 

Quorum and voting

A meeting will be quorate for a particular agenda item if three Committee members are present for the whole of the item(s). Deputies are not permitted. The exception to this is in relation to the EAC, where a meeting will be quorate for a particular agenda item if two non-executive Committee members and at least half of the independent members are present for the whole of the item.

For the purpose of determining whether a quorum is present, a Committee member may be counted in the quorum if they are able to participate in the proceedings of the meeting, including by remote means (e.g. telephone or other digital link) and remain so available throughout the discussion and decision for each item for which they are counted as part of the quorum.

Subject to their declarations of interest (the Chair may ask a Board member to withdraw from the discussion and/or abstain from voting if they feel that the potential for conflict-of-interest merits it), each member shall have the right to vote in any debate and to have their views recorded in the minutes.

In the event of no majority decision, the Committee Chair shall have a second or casting vote, whether or not they previously voted on the matter.

Independent professional advice

Each Committee may seek and obtain independent professional advice, where this is considered necessary, whilst paying appropriate attention to the cost/value of obtaining such advice and following procurement guidelines in so doing. As appropriate this will normally be done in collaboration with the Executive lead.

Conduct, openness, and confidentiality

All members of the committees are important advisers, guardians and ambassadors of NRW. As such they are expected to comply with all relevant company policies and conflicts of interest guidance whenever they conduct the business, or act as a representative, of NRW.

All committees are expected to promote high standards of public finance, upholding the principles of regularity, propriety and value for money.

All committee members are expected to demonstrate NRW’s values in all endeavours, individually and collectively, modelling consistency of behaviours across the organisation.

Committee members must declare any potential conflict of interest at the relevant meeting, even if already recorded in the published register of interest. Any such declaration will be recorded in the minutes of the meeting. 

Committee members are expected to observe appropriate confidentiality and discretion in the conduct of matters of the committee and handling/safe keeping of information and documents, in particular in relation to any personal, proprietary, or commercial information. 

An induction programme will be provided for new Committee members, covering the role of the Committee, its terms of reference, main business and expected time commitment. Further appropriate training will be provided on an on-going and timely basis.

The terms of reference for each individual Committee are available on NRW’s website.

Attendance of executives and others at meetings

The NRW Board Chair has a standing invitation to attend any committee meetings in a non-voting capacity.

All Board members have an open invitation to attend all Committee meetings as an observer. The Committee Chair will advise on any restrictions and the appropriate level of participation.

Officials from the sponsor department in Welsh Government also have a standing invitation to attend as observers but will, as a courtesy, always notify the Secretariat sufficiently in advance to enable the Chief Executive, Committee Chair, and members to be so advised.

Nominated members of the Executive, suited to the individual responsibilities of each committee and determined in liaison between the Chief Executive and the Committee Chair, will normally be expected to attend meetings. 

One member of the Executive Team will be designated the Executive lead for each Committee and will work with the Committee Chair and the Secretariat to ensure the smooth running of the Committee.

The Chief Executive can designate attendance by any other members of staff as they think appropriate to support the operation of the Committee, particular items, or for reasons of personal development. 

Each Committee may, without setting any precedent, invite other officials, individuals or representatives of other organisations to attend all, or part of, its meetings. 

Attendees who are not members of the Committees will not be entitled to vote. The exception to this is in respect of an additional non-executive director’s appointment to PrAC meetings for the purpose of ensuring quorate decisions in a timely manner, in line with section 2.3 of these terms of reference.

A Committee may exclude or ask for the withdrawal of any or all of those executives or others who normally attend or are invited, to facilitate open and frank discussion of particular matters, to take legal advice, or where discussion affects their personal situation or performance. 

Attendees who are not members of the Committee are required to observe the same levels of confidentiality, proper conduct, and declaration of interests as members. The Secretariat will circulate these terms of reference to non-members to alert them to this.

Secretariat function and papers

The Secretariat will provide the service support for Board Committees. This includes arranging meetings, preparing agendas and papers, collating documents, communicating with Board members, taking minutes, circulating minutes and any relevant follow up or action points, and filing committee documents in the Document Management System to ensure a formal record is kept.

Agenda items will be agreed in advance with the Committee Chairs, and agendas and papers will be circulated one week (seven days) in advance of Committee meetings. 

Each Committee will maintain a ‘forward look’ of standing items, which will be reviewed at each meeting and maintained by the Secretariat. Additional agenda items will be collated by the Secretariat and planned through the forward look and agreed with the Chair in advance. Items will be supported with written papers and/or oral presentations. Unless authorised by the Committee Chair, late papers will not be circulated, and the item will be removed from the agenda.

The Secretariat will maintain the list of Committee Chairs, members, executives and others invited to attend meetings and ensure this is available to the Board.

Minutes

Minutes will be taken of the meetings of each of the Committees. This will include a record of decisions and reasons for decisions, and actions, together with a compiled action log to be maintained by the Secretariat and reviewed at each meeting. Draft minutes of the meeting and agreed action points will be agreed by the Chair and circulated within 10 working days of the meeting, with final minutes being circulated within 20 working days. Actions will be closed when a Committee has seen sufficient evidence of completion or that the action has become absorbed into business as usual.

Previous minutes and action logs will be reviewed at each meeting. Minutes will be confirmed at the following meeting.

Communication

Any communication from the Committees to staff, beyond those in attendance and prior to formal approval and publication of the minutes, will normally be routed through the Executive lead. Any key developments and messages so distributed will use whatever means and methods are suitable for the matter in hand.