Finance Committee SIG Terms of Reference

Introduction:

The following document is the Terms of Reference for all Special Interest Groups and Working Groups for Social Care Ireland (SCI). All Groups who wish to align themselves with SCI will need to incorporate these Terms of Reference. These Terms of Reference need to be reviewed by all of the Groups and any changes to these Terms of Reference need to be submitted to the Board of Directors for approval.

1. Establishment and Purpose

The Finance Committee (the “Committee”) was established in January 2019 under the aegis of SCI. The purpose of SCI, as noted in its constitution, is to “benefit the disadvantaged, marginalised and vulnerable through promoting the development and understanding of Social Care practice, education and management throughout Ireland and to act as a representative and supporting organisation for members” (include ref). The purpose of the Finance Committee is to:

1.1 Assist the Board in fulfilling its responsibilities by providing an independent review of financial reporting and assisting the Board with, and overseeing, the Board’s financial responsibilities. The Committee is responsible for all matters relating to the financial affairs of SCI and will provide the Board with an independent review of the budgetary process.

1.2 The Committee shall monitor and review the accuracy and integrity of the financial statements of the Charity, including its annual and monthly management statements.

1.3 The Committee shall have responsibility for assisting with the areas of strategic financial planning to include: – raising, collection, investment, borrowing and outlay of all monies required to fund its activities, and overseeing resource management, financial monitoring and policy related issues and to provide timely advice and recommendations to the Board on areas within its remit.

1.4 The Committee shall ensure that effective systems, financial controls and procedures are in place to enable SCI to operate in an orderly and efficient manner, and, shall report to the Board on internal controls and procedures and on external audit requirements.

2. Membership

2.1 The Committee shall consist of at least three members, at least two of which must be members of the Board.

2.2 Members of the Committee must also be current members of SCI and have discharged the relevant fee, agreed to abide by SCI’s code of Conduct and Ethics.

2.3 The Committee may co-opt other individuals with the relevant skill and expertise required.

2.4 The term of a Committee member is for two years and a member may be reappointed to one consecutive term in order to ensure transfer of knowledge and continuity amongst Committee members.

2.5 At least one member of the Committee shall have recent and relevant financial experience.

2.6 New members of the Committee will receive a copy of these Terms of Reference.

2.7 To facilitate succession and recruitment to the Committee, potential members may attend and contribute to meetings. The number of such members should not, except in exceptional circumstances, exceed five individuals.

2.7.1 Potential members shall be invited to contribute to any and all relevant discussions; however, they will not be entitled to vote.

2.7.2 Potential members who wish to take up the particular role of an outgoing member shall be encouraged and facilitated to shadow the current holder of the role for not less than six months.

2.7.3 After a minimum six month shadowing period, the post holder may nominate the potential members as their replacement for voting in writing prior to the meeting.

2.8 In the period until SCI has embedded the necessary governance structure to the satisfaction of the Board of SCI, at least one member of the Committee must be a Director of the Board of SCI.

2.9 The membership of the Committee will elect by open ballot from its members a Chairperson, Secretary and Treasurer.

2.9.1 The Chairperson will be responsible, with the Secretary, for calling meetings, providing an agenda, and facilitating the meeting. Members should advise in advance and in a timely fashion both the Chairperson and Secretary of items the wish included on an agenda.

2.9.2 The Secretary will be responsible for contacting members in a timely manner to inform them of the meeting date, time and venue. The Secretary will organise the venue and distribute the agenda in advance. The Secretary will also keep minutes of meetings and distribute these in a timely fashion by email after meetings.

2.9.3 Notice shall be forwarded to each member and any other person required to attend no later than seven working days prior to the date of the meeting.

2.9.4 The Secretary shall keep the minutes of the proceedings and resolutions of all the meetings of the Committee, including recording the names of those present and in attendance.

2.9.5 The Secretary should ascertain, at the beginning of each meeting, the existence of any conflicts of interest and minute them accordingly.

2.9.6 Draft minutes of Committee meetings shall be circulated promptly to all members of the Committee. Once approved, minutes should be circulated to all other members of the Board unless in the opinion of the Chairperson of the Committee it would be inappropriate to do so.

2.9.7 The Chairperson shall have discretionary power to call a special meeting. Not less than three days’ notice shall be given to every member of such special meeting and the business to be transacted thereat shall be clearly stated.

2.10 The Committee can and shall agree by majority vote other roles to be created and the associated responsibilities of those roles. A member of the Committee may act in more than one role if required, as determined by the Committee.

2.11 Members of the Committee may be removed under the provisions laid down for withdrawal of membership of SCI – see Appendix A.

2.12 Committee members commit to:

2.12.1 Act as role models for the promotion of social care practice.

2.12.2 Maintain dignity and respect for all members.

2.12.3 Ensure confidentiality at all times, while promoting open and honest discussion. Each member is required to maintain confidentiality around all information, and documentation which they obtain in the course of duties relating to the business of the Committee and will be required to sign a Confidentiality Agreement.

2.12.4 Be well informed and make a positive and constructive contribution to the work of the Committee.

2.12.5 Perform any tasks delegated in a timely manner and to the best of their ability.

3. Governance and Reporting

3.1 The Committee will report, in writing, at least once per-annum to the Board of Directors of SCI. This should normally take place prior to or at the SCI AGM.

3.2 The Committee will also make members available to the Board of Directors of SCI, as needed or when requested by the Board of SCI.

3.3 The Committee will hold the equivalent of a meeting once per-annum at which the Chairperson, Secretary and Treasurer will provide a short written report. This meeting should normally be held in advance of the SCI AGM to facilitate reporting to the SCI AGM. This meeting should also be taken as an opportunity to invite new members onto the Committee and to confirm the continued commitment of current Committee members when required.

3.4 The Committee shall hold at least four meetings per-annum and a quorum of 2 members is required, which includes either the Chairperson (or nominee) or Secretary (or nominee). Meetings may be held more often where deemed necessary. While attendance in person is preferred, members of the Committee may contribute to meetings by other forms of electronic communication that allow interaction, such as phone or Skype, in where each member participating in the meeting can communicate with all the other participants, and such contributions will be considered attendance for the purpose of ensuring a quorum, if necessary.

3.5 Decisions of the Committee shall be made by discussion and general consensus. Decisions that are failed to be reached by this method will be made by majority vote of members in attendance at meetings.

3.6 Committee members who are unable to attend in person or through other means may, on receipt of the agenda, advise the Secretary of matters that they feel a requires a Committee decision and, may advise the Secretary of how they would vote. Both the matter and vote must be communicated in writing by email or letter, (text is not sufficient) in a timely fashion in advance of the meeting.

3.7 In the case of a split decision at a meeting, the Chairperson shall have a second vote in order that the decision can be validated.

3.8 The Committee may conduct appropriate and time limited deliberations and decision-making, including voting, via email if necessary. In such instances, reasonable time and a clear deadline for input and voting should be made known to members.

3.9 Subgroups may be convened by the Committee at its discretion to assist with specific functions and initiatives that are consistent with the Committee’s terms of reference.

3.10 Where a subgroup is established, its meetings may be arranged outside of the Committee’s meetings and at a time and via a method (for instance email) convenient to subgroup members. The frequency of a subgroup meeting will be determined by members of the subgroup.

3.11 Membership of a subgroup must include at least one Committee member with expertise and experience, appropriate to the purpose of the subgroup.

3.12 As with the Committee, occasional members, who have expertise relevant to specific subgroup projects, may be asked to join a subgroup. Occasional members need not join SCI to be occasional members of a subgroup of the Committee. However, individuals who are not members of SCI, do not enjoy voting rights either as part of the Committee or as a member of a Committee subgroup.

3.13 Subgroup members will abide by the requirements expected of Committee members, including majority voting (outlined above).

3.14 The subgroup will report back to the Committee periodically and as its function is to perform a specific task, it is empowered to make decisions relevant to the completion of its remit and the efficient operation of the subgroup only. Any decisions that are beyond a subgroup’s remit must be presented to the Committee, by the Chairperson of the subgroup for consideration and for a decision to be made.

Amendment, Modification or Variation

Any amendments, modifications or variations to the Terms of Reference can only be implemented upon agreement by the SCI Board of Directors.

These Terms of Reference of SCI were adopted by the Board of Directors on the 2nd day of February 2019.

Appendix A

Obligations and Rights of SCI Members

Members of SCI are obliged to engage with others in a manner that is open and honest and, which reaffirms respect and dignity for the intrinsic worth of all people. Members are also obliged to behave in a manner that maintains high ethical standards, the good name of SCI and social care work, and that ensures that SCI can meet its ethical, legal and statutory obligations.

Members of SCI have the right to freedom of thought, speech and action, so long as these freedoms are enacted with due regard to the rights of others. In addition, members of SCI have the right to enjoy the presumption of innocence and the principles of natural justice, namely to have a fair opportunity to input into decisions that may adversely affect them, to be treated without prejudice or bias in instances where a judgement is to be made, to procedural fairness, and to have any judgements made on the grounds of evidence rather than speculation or suspicion.

Section 3.5 of the SCI Constitution reaffirms these rights and members of the company may be sanctioned or expelled by Resolution of the Directors ‘PROVIDED that he shall have been given notice of the intended resolution for his expulsion and shall have been afforded an opportunity of giving orally or in writing to the Directors any explanation or defence as he may think fit’ (SCI Constitution, 3.5. Emphasis in original)

Procedures in the case of an allegation of misconduct or behaviour unbefitting of a member of SCI

Allegations of misconduct or behaviour unbefitting of a member may be made to the Board of SCI or where the allegation relates to the Director, it can be made to the Chairperson of the Board of SCI. Should any allegations relate to the Chairperson of the Board of SCI, this can be made to any member of the Board of SCI.

Where the allegation is not considered vexatious*, SCI shall –

Provide to the member in a timely fashion, all information in relation to the allegations, including relevant documentation.
Afford reasonable time for the member to consider those allegations.
Provide the member with the opportunity to reply to those allegations.
Provide the member the opportunity to have another individual present at any meeting to support them.
Provide the member the opportunity to call witnesses on their behalf and/or to provide relevant documentation.
Provide fair and impartial individuals to adjudicate on the case.
Consider both the intent of the member and the context within which decisions were made and actions undertaken, as well as the consequences and outcomes.
Provide written confirmation of the decision and the reasons for it.

*Vexatious or malicious complaints by members are unbefitting of the behaviour expected of members and SCI reserves the right to initiate misconduct proceedings against the complainant in such instances.