Structure and governance

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

Terms of reference

1. Review and recommend the annual reports and financial statements to the relevant boards, ensuring that any feedback from the auditors is acted upon.
2. Advise the board on the appointment of external auditors for Jisc and monitor the performance, effectiveness and independence of auditors.
3. Monitor and review the performance, effectiveness and independence of the internal audit function, including agreeing the annual internal audit plan and reviewing the internal audit reports and management responses.
4. Ensure that Jisc’s internal auditors have access to the information they require to discharge their duties.  Auditors are expected to be in attendance at each committee meeting and have the right to call a committee meeting without Jisc staff present.
5. Satisfy itself that satisfactory arrangements are in place to promote economy, efficiency and effectiveness.
6. Oversee the work on the efficiency and value of Jisc and associated methodologies.
7. Ensure that an appropriate system of internal control is in place, including periodically reviewing these controls and reflecting on the adequacy and effectiveness of that system.
8. Review and oversee compliance with the Financial Scheme of Delegation.
9. Oversee the formal risk management frameworks and risk appetites in place in Jisc and advise the board on the adequacy and effectiveness of the risk management structure and the risk status of Jisc.
10. Periodically review the identified risks and reflect on the adequacy and effectiveness of the risk environment.
11. Oversee the risks associated with the various services Jisc provides to members.
12. Satisfy itself that robust cyber and information security defences are in place and advise the board on their adequacy.
13. Oversee the development of an appropriate anti-fraud strategy and maintain oversight of fraud risks and mitigations through regular reporting.
14. Satisfy itself that satisfactory arrangements are in place to fulfil health and safety requirements and advise the board on their adequacy.
15. Keep under review the adequacy and security of the arrangements for Jisc employees to raise concerns about improprieties in financial and other matters.

Members

• Dr Matthew Andrews - university secretary and registrar, University of Gloucestershire
• Dr David Ashton - Jisc trustee and chair of the committee
• Professor Anthony Forster - Jisc trustee
• Simon Jones - previously member of Eduserv audit committee
• Andrew Reid - independent committee member
• Fiona Salzen - independent committee member

In attendance

Members of the Jisc executive leadership team, the Jisc group internal audit manager, deputy company secretary and the Jisc 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:

• Support the executive and the board by undertaking a deeper review of Jisc’s finances than is possible by the full board
• Monitor the implementation of Jisc’s strategy with regard to financial matters
• Consider and recommend to board the annual budget for income and expenditure, cash flow and capital expenditure for the forthcoming year
• Keep under review the funding and sustainability of Jisc’s employee pension arrangements
• Review annually the financial plans and performance of Jisc Commercial Limited and other trading subsidiaries, associated companies or joint ventures

Investment

The role of the committee is to:

• Recommend investment objectives and strategy to the board
• Once the strategy is agreed, oversee implementation of the strategy and provide appropriate guidance for any fund managers used by Jisc
• 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
• Approve the appointment of bankers and advisors

Buildings

The role of the committee is to:

• Review Jisc’s property strategy and long-term commitments arising from it.

Membership

• Divyata Ashiya – former head of Goldman Sachs Asset Management (South East Asia)
• Joanna Campbell – Jisc trustee
• Heidi Fraser-Krauss – Jisc chief executive officer
• Rob McWilliam – Jisc trustee and chair of the committee
• Louise Parr-Morley – interim chief financial officer, University of Plymouth
• Ashley Wheaton – Jisc trustee

In attendance:

• Chief financial officer, Jisc
• Deputy company secretary, Jisc

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 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. Oversee the establishment and management of the Jisc Fellows scheme, making recommendations to the board for the award of the title as necessary
8. Consider the equality and diversity of Jisc trustees and committee members
9. Monitor and manage conflicts of interest
10. Monitor the attendance of board, subsidiary company boards and supporting committees and take appropriate action to address non-attendance
11. Ensure a sensible approach to succession planning
12. 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)
13. Ensure that the stakeholder forum is appropriately planned and managed and ensure that the Jisc board considers and responds to issues raised at the meeting

Members

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

The chief executive, chief operating officer and deputy company secretary are in attendance at meetings of the committee.

The committee meets through the year as required.

Terms of reference

1. To propose and review the remuneration (if any) of members of the board and members of the boards of the charity's subsidiaries
2. To propose and review the remuneration of the senior staff of the charity and the charity's subsidiaries
3. To monitor and evaluate the performance of the executive directors and the senior management of the charity and the charity's subsidiaries
4. To advise the board, as necessary, on standardisation of remuneration and terms and conditions of employment across the charity and its subsidiaries

Members

• Susan Bowen – Jisc trustee
• Professor Paul Boyle – Jisc trustee
• Debra Gray – Jisc trustee
• Ashley Wheaton – Jisc trustee and chair of the committee

The chief executive, chief operating officer and the director for people are in attendance unless issues of direct relevance to their positions are discussed.