Terms of Reference for Members of the Executive Committee
The Articles of Association set out the general powers and responsibilities for members of the Executive Committee (Board) as follows:
- Executive Committee members - Articles 25 - 31
- Powers of the Executive Committee – Article 32
- Proceedings of the Executive Committee - Articles 33 - 35
- Disqualification of Executive Committee members – Article 48
- Financial Responsibilities of Executive Committee members – Articles 87 - 92
- Executive Committee members indemnity – Articles 104 - 106
These are further explained in the sections below. All Executive Committee members are expected to act in accordance with The Biochemical Society’s Code of Conduct for Members of the Executive Committee in carrying out their duties.
Notwithstanding the general provisions of the Articles of Association, the Executive Committee has specific responsibilities as follows:
Effective functioning of the Executive Committee
- Establish the general governance structure for the Biochemical Society and agree terms of reference for its committees.
- Ensure that the Biochemical Society continues to fulfil its charitable objectives.
- Agree a schedule of matters for discussion at meetings, including policies to be reviewed.
Strategic and financial planning
- Approve the annual budget and longer term financial plans.
- Approve any change in agreed expenditure/activity that would materially affect the financial forecast.
- Approve applications for leases and loans.
- Receive finance reports at all meetings.
- Approve appointment of bankers unless delegated to the Finance Committee.
- Approve appointment of auditors unless delegated to the Audit Committee.
- Determine policies after advice from the Policy Committee as appropriate.
- Agree the annual risk assessment and any required actions, or delegate this role to the Audit Committee.
- Take overall responsibility for Health and Safety matters within the Society.
Monitoring and evaluation
- Receive minutes of all Executive Committee meetings in a form approved by the Chairperson.
- Receive regular financial reports, monitor progress against objectives and agree any significant changes to activities and objectives.
- Receive reports and minutes of all sub-committee meetings.
- Agree an Executive Committee position and ensure appropriate representation on issues requiring external lobbying.
- Agree representation on external bodies and organizations as necessary.
- Recruitment and appointment of the Chief Executive.
- Agree annual pay awards for all staff or delegate authority for approval to the Remuneration Committee.
Where appropriate, the Executive Committee should obtain outside legal or independent professional advice and such advisors may attend meetings as necessary.
- The membership of the Executive Committee shall be as set out in article 27.
- A quorum shall be five members.
- All members of the Executive Committee are also members of Council.
Attendance at meetings
- The Chief Executive, the Company Secretary and the Group Heads of Finance, Publishing, Society Activities, Marketing and Customer Services and IT will attend meetings of the Executive Committee as observers. Other staff may attend as and when required.
- The minutes of meetings, as approved by the Chairperson, shall be circulated to all members of the Executive Committee and observers.