Structure and governance

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

Terms of reference

1. Advise the board on the appointment of both internal and external auditors for Jisc and its subsidiary companies and to monitor the performance, effectiveness and independence of auditors
2. 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
3. Satisfy itself that satisfactory arrangements are in place to promote economy, efficiency and effectiveness
4. Oversee the formal risk management frameworks and risk appetites in place in for Jisc and its subsidiary companies and advise the board on the adequacy and effectiveness of the risk management structures and the risk status of Jisc
5. Consider the identified risks and their scores to ensure a complete and robust picture of the risk environment
6. Ensure that an appropriate system of internal control is in place
7. Periodically review the controls in place and reflect on the level of assurance given
8. Oversee the development of an appropriate fraud strategy and maintain oversight of fraud risks and mitigations through regular reporting
9. Oversee the work on the efficiency and value of Jisc and act as primary governance contact for the strategic support unit
10. Review and recommend the annual financial statements and report for Jisc and its subsidiary companies to the relevant boards.

Members

• Professor Philip Gummett CBE - Jisc trustee
• Gary Horne, executive vice principal, Colchester Institute
• Bryan Ingleby, chartered accountant
• Nicola Owen, chief administrative officer, Lancaster University
• Professor Nigel Seaton - Jisc trustee

Members of the Jisc executive leadership team and the deputy company secretary attend meetings of the committee.

Fraud prevention presentation

This slide deck outlines our reasons for raising fraud prevention awareness throughout Jisc. It is used for training staff with a presenter.

The deck provides examples of fraud that has occurred elsewhere. It also shows some of Jisc’s controls in this area and what action a member of staff can take if fraud is suspected.

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

• Rob McWilliam – Jisc trustee and chair of the committee
• Professor Paul Layzell - Jisc trustee
• Louise Parr-Morley – director, corporate services, Royal Society for the Protection of Birds (RSPB)
• Dr Paul Feldman - Jisc chief executive

In attendance:

• Mark Wright - chief financial officer, Jisc
• Joanna Potter - 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 members of the board
2. Agree, and keep under review, an appropriate mix of skills and expertise amongst members, and ensuring appropriate country and sector representation for the Jisc board
3. 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
4. Ensure a formal, transparent and effective system for the nomination and election of non-executive directors to the Jisc board and for nominations to the Jisc Commercial Ltd board and supporting committees, and to recommend appointments in line with this system
5. Oversee the establishment and management of the Jisc fellows scheme, making recommendations to the board for the award of the title as necessary
6. Consider the equality and diversity of Jisc board and supporting committee members
7. Monitor and manage conflicts of interest
8. Monitor the attendance of board, subsidiary company boards and supporting committees and take appropriate action to address non-attendance
9. Ensure a sensible approach to succession planning
10. 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)
11. Ensure that the Jisc stakeholder forum is appropriately planned and managed, and ensure that the Jisc board considers and responds to issues raised at the meeting

Members

• Professor David Maguire – Jisc and committee chair
• Professor Liz Barnes - Jisc trustee
• Robin Ghurbhurun – Jisc trustee
• Professor Philip Gummett CBE - Jisc trustee
• Professor Nigel Seaton - 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

• Professor David Maguire – Jisc and committee chair
• Professor Paul Layzell – Jisc trustee
• Robin Ghurbhurun – Jisc trustee

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