Structure and governance

The audit and risk management committee meets three to four times a year.

The Terms of Reference of the committee

The committee has oversight of the Jisc group as a whole and carries out the duties below for the group as a whole and the subsidiary companies as appropriate.    

Financial reporting 

1. Review the content of the annual reports and financial statements and advise the relevant boards on whether, taken as a whole, they are fair, balanced and understandable and provides the information necessary for stakeholders to assess performance, Jisc’s business model and strategy. 

Internal controls and risk management 

1. Keep under review the internal controls that identify, assess, manage and monitor financial risks, and other internal control and risk management systems. Periodically reviewing these controls and reflecting on the adequacy and effectiveness of that system.  
2. Advise the board on the adequacy and effectiveness of the risk management structure and framework, risk appetite and the risk status of Jisc through periodically reviewing the identified risks and reflecting on the adequacy and effectiveness of the risk environment. 
3. Oversee the risks associated with the various services Jisc provides to members.   
4. Satisfy itself that robust data governance, cyber and information security defences are in place and advise the board on their adequacy.  
5. Review the procedures for detecting fraud and maintain oversight of fraud risks and mitigations through regular reporting.  
6. Satisfy itself that satisfactory arrangements are in place to fulfil health and safety requirements and advise the board on their adequacy.  
7. Review and oversee compliance with the Financial scheme of delegation. 
8. Keep under review the adequacy and security of the arrangements for Jisc employees to raise concerns, in confidence, about improprieties in financial and other matters. The committee shall ensure that these arrangements allow proportionate and independent investigation of such matters and appropriate follow-up action. 
9. Ensure there are regular audit reviews to assess ongoing Data Protection maturity.  

External audit  

1. Advise the board on the appointment and removal of external auditors for Jisc to be put to members for approval at the AGM, in relation to the appointment, re-appointment and removal of the company’s external auditor and monitor the performance, effectiveness, and independence of the auditors. 
2. Oversee the relationship with the external auditor. In this context, the committee shall approve their remuneration, including both fees for audit and non-audit services, and ensure that the level of fees is appropriate to enable an effective and high-quality audit to be conducted.  
3. Approve the external audit terms of engagement, including any engagement letter issued at the start of each audit and the scope of the audit.  
4. Assess annually the external auditor’s independence and objectivity, taking into account the group’s relationship with the auditor as a whole, including any threats to the auditor’s independence and the safeguards applied to mitigate those threats including the provision of non-audit services. 
5. Meet regularly with the external auditor and at least one meeting a year without management being present, to discuss the auditors remit and any issues arising from the audit. 
6. Review the findings of the audit with the external auditor and the management letter and management’s response to the auditor’s findings and recommendations.  

Internal Audit 

1. Advise the board on the appointment and removal of the Head of Internal Audit and monitor their independence.
2. Monitor and review the resources, performance and effectiveness of the internal audit function, including agreeing the annual internal audit plan to ensure it is aligned to the key risks of the business, and, review the internal audit reports and management responses, and overseeing any remediation plans arising from audits.
3. Ensure that Jisc’s internal auditors have access to the information and resources they require to discharge their duties.   
4. Meet with the head of internal audit without the presence of management to discuss the effectiveness of the function.  
5. Ensure the internal auditor has direct access to the board chair and to the committee chair, providing independence from the executive and accountability to the committee.  
6. The Head of Internal audit is expected to be in attendance at each committee meeting and has the right to call a committee meeting without Jisc staff present.  

Reporting responsibilities 

1. The committee chair shall report formally to the board on its proceedings after each meeting on all matters within its duties and responsibilities and shall also formally report to the board on how it has discharged its responsibilities. 
2. The committee shall compile a report on its activities to be included in the annual report. The report should describe the work of the committee in relation to the financial statements and how these issues were addressed; an explanation of how the committee has assessed the independence and effectiveness of the external audit process and the approach taken to the appointment or reappointment of the external auditor, information on the length of tenure of the current audit firm, when a tender was last conducted and advance notice of any retendering plans; an explanation of how auditor independence and objectivity are safeguarded if the external auditor provides non-audit services.   

Economy, efficiency and effectiveness 

1. Satisfy itself that satisfactory arrangements are in place to promote economy, efficiency, and effectiveness.  Oversees the work on the efficiency and value of Jisc and associated methodologies. 

Membership

• Dr Matthew Andrews - chief operating officer (pro vice-chancellor student experience), University of Gloucestershire
• Dr David Ashton - Jisc trustee and chair of the committee
• Professor Liz Bacon - principal and vice chancellor, Abertay University
• Joanna Campbell - Jisc trustee
• David Chalmers - Jisc trustee
• Simon Jones - previously member of Eduserv audit committee
• Andrew Reid - independent committee member

In attendance

Members of the Jisc executive leadership team, the Jisc group internal audit manager, head of risk management, head of governance and a governance manager attend meetings of the committee.

We maintain a fraud response policy which is available to all staff.

The finance and treasury committee meets at least three times a year.

Terms of reference

Financial strategy

The role of the committee is to:

1. Support the executive and the board by undertaking a deeper review of Jisc’s finances than is possible by the full board
2. Monitor the implementation of Jisc’s strategy with regard to financial matters and report any emerging risks to the board and Audit and Risk Management committee
3. Review the commentary of financial performance in the Trustees’ Report and Financial Statements to ensure it reflects performance reported through the reporting year
4. Consider and recommend to board the annual budget for income and expenditure, cash flow and capital expenditure for the forthcoming year
5. Keep under review the funding and sustainability of Jisc’s employee pension arrangements
6. Review annually the financial plans and performance of Jisc trading subsidiaries, associated companies or joint ventures
7. Monitor and review relevant financial policies (Reserves policy, Treasury policy)

Investment

The role of the committee is to:

1. Recommend investment objectives and strategy to the board
2. Once the strategy is agreed, oversee implementation of the strategy and provide appropriate guidance for any fund managers used by Jisc
3. Monitor the performance of the investment strategy and inform the board in a timely manner of any material changes that might require Jisc to review its policies
4. Approve the appointment of bankers and advisors

Property

The role of the committee is to:

1. Advise on the acquisition, lease, disposal, development, and management of Jisc properties
2. Review and monitor the adequacy including the current and future needs of Jisc’s property portfolio

Membership

• Heidi Fraser-Krauss – Jisc chief executive officer
• Fiona Salzen – Jisc trustee and chair of the committee
• Louise Parr-Morley – Interim chief financial officer, HE sector
• Nav Sidhu – area head of BCO – UK and Ireland, Maersk Logistics and Services UK LTD
• Dr David Pilsbury – Jisc trustee
• Julie Charge - deputy chief executive and CFO, University of Salford
• Chris Turpin - board director / business advisor

In attendance

Members of the Jisc executive leadership team, key members of the Jisc finance team, the Jisc head of governance and a governance manager attend meetings of the committee.

The nominations and governance committee usually meet twice a year.

Terms of reference

1. Make recommendations to the board in relation to the appointment of trustees
2. Agree, and keep under review, an appropriate mix of skills and expertise amongst trustees, and ensuring appropriate country and sector representation for the Jisc board
3. Consider the impact of the appointment of additional trustees as a result of mergers on the size and shape of the board, considering shorter appointment terms in these cases if appropriate
4. Ensure that amongst the chairs and any vice chairs of the Jisc board, subsidiary company boards, stakeholder forum and supporting committees, that the mix and balance of chairs should be constituted to broadly reflect the sectors Jisc serves and the respective financial contributions
5. Ensure a formal, transparent and effective system for the nomination and election of trustees to the Jisc and subsidiary company boards (as appropriate) and supporting committees, and to recommend appointments in line with this system
6. Agree, and keep under review, a governance scheme of delegation across the Jisc Group
7. Consider the equality and diversity of Jisc trustees and committee members
8. Monitor and manage conflicts of interest
9. Monitor the attendance of board, subsidiary company boards and supporting committees and take appropriate action to address non-attendance
10. Ensure a sensible approach to succession planning for roles in the governance structure
11. Ensure that the board and supporting committees undertake a review of their performance and effectiveness as a group, and individually (with external expertise as deemed appropriate)
12. Ensure that the stakeholder strategic updates are appropriately planned and managed and ensure that the Jisc board considers and responds to issues raised at the meeting
13. Oversee the effectiveness of the trustee/executive leadership team pairing scheme and agree appropriate rotation of pairings on an appropriate timescale

Membership

• Dr David Ashton – Jisc trustee
• Professor Paul Boyle – Jisc trustee and chair of the committee
• Professor Andy Collop - Jisc trustee
• Debra Gray – Jisc trustee
• Professor Lisa Roberts - Jisc trustee

In attendance

The chief executive, chief operating officer and head of governance are in attendance at meetings of the committee.

The remuneration committee meets through the year as required.

Terms of reference

1. Propose and review the remuneration (if any) of members of the Board and members of the boards of the charity's subsidiaries, specifically the Chair and Chief executive
2. Approve the remuneration of the senior staff of the charity and the charity's subsidiaries within the pay principles and parameters agreed by the Jisc board
3. Monitor and evaluate the performance of the Chief executive and monitor the performance of the Chief executive’s direct reports
4. Advise the Board, as necessary, on standardisation of remuneration, pension and terms and conditions of employment across the charity and its subsidiaries; and
5. Monitor the effectiveness of pay and reward arrangements across Jisc, ensuring they are sustainable and address appropriate public funding and value for money considerations as well as attracting and retaining a talented workforce
6. Review and agree the appropriate cost of living adjustments annually ensuring these can be afforded and are within the parameters agreed by the Jisc Board when the annual budget is set
7. Approve any revisions to the pay ranges annually
8. Keep under review the approach to bonus and commission arrangements in Jisc within the parameters agreed by the Jisc Board and approve the annual application of the commission and bonus schemes for eligible staff
9. Review gender pay and workforce diversity to ensure the effectiveness of approaches
10. Provide oversight in reporting any structural changes leading to redundancies in the organisation (of more than 20 individuals) to the Jisc board
11. Provide support to the Chief executive on the structure and succession planning for the Executive team
12. Review the Executive leavers policy annually to ensure it continues to meet the demands of the business and our obligations for public spending
13. Keep under review the executive recruitment process in relation to Executive team appointments
14. Provide an annual report to the Jisc Board on the committee’s activities

Membership

• Simon Bolton – Jisc trustee
• Professor Paul Boyle – Jisc trustee
• Professor Andy Collop - Jisc trustee
• Debra Gray – Jisc trustee

In attendance

The chief executive, chief operating officer, Group HR director and HR reward partner are in attendance unless issues of direct relevance to their positions are discussed.

The committee meets not less than three times a year at appropriate times in the reporting and cycle, and otherwise as required.

Terms of reference

1. To provide effective oversight of the activities of the DCS directorate and to provide assurance to the Jisc Board
2. To ensure that the directorate conducts its business in accordance with its obligations under the Higher Education and Research Act 2017 (HERA) and to its statutory customers and data subjects with due regard to the requirements of the devolved administrations
3. To consider and advise the Jisc Board on the strategy for the directorate
4. To review, approve and recommend to the Board the annual budget for the directorate, including the setting of subscription levels
5. To oversee the safeguarding of charitable assets, restricted reserves and income received from charitable assets received from HESA
6. To ensure the security of the data of data subjects; to receive reports on data protection and information security of those data subjects and to ensure that data is used in accordance with the UK GDPR and relevant legislation and regulation. The Data Protection Officer of the directorate will be required promptly to report any material concerns to the Committee
7. To keep under review the effectiveness of data governance and risk management systems, to regularly review the directorate’s risk register considering new risks to the directorate as they emerge and monitoring existing risks and changes to the net risk
8. To advise the Board whether satisfactory arrangements are in place to promote economy, efficiency, and effectiveness
9. To promote co-ordination and collaboration between the directorate and Jisc’s departments
10. To receive from the senior executive officer of the directorate, feedback from statutory customers and/or stakeholders on the activities of the directorate
11. To oversee the arrangements for production and release of official statistics at Jisc, ensuring compliance with the code of practice for statistics. The appointed lead official for statistics will be required promptly to report any material concerns to the oversight board

Membership

• Professor Jean-Noel Ezingeard – vice chancellor, University of Roehampton London (Universities UK nominee)
• Professor Sir Anthony Finkelstein CBE – president, City, University of London (Independent)
• Heidi Fraser-Krauss – chief executive, Jisc (Jisc trustee)
• David Howell – chief executive, Met Film School (Independent HE nominee)
• Professor Chris Husbands – former vice chancellor, Sheffield Hallam University (chair and Jisc trustee)
• Paula Keys – director of planning and performance, University of South Wales(Higher Education Strategic Planners Association (HESPA) Wales)
• Sean Mackney – principal, Petroc College (AoC nominee)
• Stephen McAuliffe – deputy registrar, University of Nottingham (Chair, Academic Registrars’ Council (ARC))
• Nicola Owen – deputy chief executive (operations), Lancaster University (chair, Association of Heads of University Administration (AHUA))
• Wesley Rennison – director of strategic planning, University of Strathclyde (chair, Higher Education Strategic Planners Association (HESPA))
• Jennet Woolford – director population statistics, Office for National Statistics (ONS)
• Andy Youell – executive director: digital and regulation, University College of Estate Management (GuildHE nominee)

In attendance

Members of the Jisc executive leadership team, the head of governance and legal and data protection experts as required attend the meetings.