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CAIRNGORMS NATION­AL PARK AUTHORITY

Form­al Board Paper 2 Annex I 28^th May 2021

PRO­POSED REVISED BOARD COM­MIT­TEE STRUCTURE

DRAFT TERMS OF REFERENCE

Out­line of Com­mit­tee Responsibilities

Note: this sec­tion seeks to explain the fit of the com­mit­tees with­in the over­all gov­ernance struc­ture as an over­view of oper­a­tions. It does not form part of the spe­cif­ic terms of ref­er­ence of the committees.

Com­mit­tee	Gov­ernance Role	Main Link­ages
Audit and Risk	Focus on intern­al con­trol sys­tems and pro­cesses. Organ­isa­tion­al wide over­view of risk man­age­ment, intern­al and extern­al audit and annu­al accounts.	Full Board Spe­cif­ic com­mit­tees where over­view find­ings sug­gest need for spe­cif­ic action.
Per­form­ance	Assur­ance focus. Focus on deliv­ery / imple­ment­a­tion of major pro­grammes as opposed to con­trols, sys­tems and pro­cesses (ARC) or stra­tegic man­age­ment of fin­an­cial and staff resources (Resources). Sup­port­ing Board cor­por­ate per­form­ance reviews and activ­ity update by ensur­ing activ­ity of major pro­grammes and pro­jects is sup­port­ing achieve­ment of stra­tegic out­comes and is not pos­ing unmit­ig­ated cor­por­ate risks.	Audit and Risk Com­mit­tee / Full Board around stra­tegic risk man­age­ment implic­a­tions iden­ti­fied. Full Board around any sig­ni­fic­ant con­cerns iden­ti­fied with cor­por­ate per­form­ance implications.
Resources	Assur­ance focus with spe­cif­ic ref­er­ence to achieve­ment of rel­ev­ant cor­por­ate out­comes in this area, e.g. fin­an­cial break-even; stra­tegic work­force man­age­ment and well­being. Focus on deploy­ment of fin­an­cial and staff resources and on stra­tegic man­age­ment of those resources, as opposed to under­pin­ning con­trol pro­ced­ures (ARC) or deliv­ery through major fun­ded pro­grammes (Per­form­ance).	Full board around any sig­ni­fic­ant con­cerns on stra­tegic budget and work­force management.
Gov­ernance	Over­sight of effect­ive­ness of organ­isa­tion­al wide gov­ernance, includ­ing oper­a­tion of these Com­mit­tees. Ongo­ing review of effect­ive­ness of Board and Com­mit­tee oper­a­tions includ­ing sup­port through Exec­ut­ive Team.	Full Board

CAIRNGORMS NATION­AL PARK AUTHORITY

Form­al Board Paper 2 Annex I 28^th May 2021

AUDIT & RISK COMMITTEE

Mem­ber­ship: 6 (quor­um 4) The Board Con­vener, Board Deputy Con­vener, Per­form­ance Com­mit­tee Chair & Resources Com­mit­tee Chair should not be mem­bers of this Committee.

Staff in Attend­ance (all non-vot­ing): Chief Exec­ut­ive (Account­able Officer); Dir­ect­or of Cor­por­ate Ser­vices; Gov­ernance and Cor­por­ate Report­ing Man­ager; Clerk to Board or sub­sti­tute; oth­er staff as may be required to sup­port papers being presented

Extern­al Attend­ance: To include extern­al aud­it­or and intern­al aud­it­or as required. These rep­res­ent­at­ives also have the right to free and con­fid­en­tial access to the Chair of the Com­mit­tee and the Board Convener/​Deputy Con­vener as appropriate.

Any board mem­ber who is not excluded from being a mem­ber of the com­mit­tee may attend these meet­ings should they wish, in a non-vot­ing capa­city. Board mem­bers attend­ing who are not mem­bers of the Com­mit­tee may be allowed to speak or ask ques­tions with the per­mis­sion of Chair.

Role: The com­mit­tee will over­see the intern­al and extern­al audit pro­cess on behalf of the board and deal with over­sight of the Authority’s devel­op­ment and imple­ment­a­tion of intern­al con­trol sys­tems. The com­mit­tee will com­ple­ment and sup­port the work of the full Board in the determ­in­a­tion of the Authority’s risk and oppor­tun­ity man­age­ment strategy, its determ­in­a­tion of risk appet­ite for the organ­isa­tion, and the estab­lish­ment of effect­ive gov­ernance and assur­ance processes.

Spe­cif­ic Responsibilities:

a) To agree appoint­ment of an intern­al auditor;

b) To over­see devel­op­ment of the CNPA’s intern­al audit plan, mon­it­or imple­ment­a­tion and agree amend­ments to the plan as fits the stra­tegic man­age­ment, intern­al con­trol, assur­ance and risk man­age­ment needs of the organ­isa­tion in accord­ance with the Scot­tish Pub­lic Fin­ance Manu­al (SPFM);

c) To design, agree and imple­ment oper­at­ing pro­ced­ures of the Com­mit­tee which are in accord­ance with the SPFM require­ments for Audit Com­mit­tees and which adhere to guid­ance set out in the Audit and Assur­ance Com­mit­tee Hand­book², not­ing the pro­vi­sion of the SPFM for appro­pri­ate flex­ib­il­ity in apply­ing the guid­ance in the hand­book for smal­ler account­ing entities;

d) To receive and con­sider reports by the intern­al aud­it­or; review the adequacy of man­age­ment responses to issues iden­ti­fied by audit activ­ity; ensure officers link any iden­ti­fied con­trol and stra­tegic risk issues into con­sid­er­a­tion of the full Board or oth­er rel­ev­ant Com­mit­tees; and to seek assur­ance on effect­ive and effi­cient imple­ment­a­tion of agreed aud­it­or and com­mit­tee recommendations;

e) To mon­it­or the adequacy of the CNPA’s intern­al con­trol systems;

f) To con­sider the appoint­ment and annu­al fees of extern­al aud­it­ors, review the planned activ­ity of the Authority’s extern­al aud­it­ors, con­sider reports by the extern­al aud­it­or on the CNPA’s annu­al accounts and oth­er mat­ters raised by extern­al audit;

g) To over­see the CNPA’s intern­al con­trol arrange­ments for ensur­ing use of resources eco­nom­ic­ally, effi­ciently and effect­ively (as required by s.19 of the Nation­al Parks (Scot­land) Act 2000), and arrange­ments to com­ply with guid­ance on deliv­ery of Best Value;

h) To over­see the CNPA’s risk man­age­ment and cor­por­ate gov­ernance arrange­ments, includ­ing design­ing and imple­ment­ing arrange­ments for ​“deep dive” invest­ig­a­tions of spe­cif­ic aspects of stra­tegic risk man­age­ment; ensur­ing effect­ive arrange­ments for over­sight and imple­ment­a­tion of assur­ance and risk appet­ite are in place across the Author­ity; and under­tak­ing detailed con­sid­er­a­tion of mat­ters of risk and oppor­tun­ity man­age­ment, assur­ance, and risk appet­ite as may be del­eg­ated to the Com­mit­tee by the Board;

i) To provide advice to the Account­able Officer on com­ple­tion of the Gov­ernance State­ment, and to con­sider any wider issues arising on the Authority’s final accounts pri­or to their being signed by the Account­able Officer;

j) To review major find­ings of oth­er rel­ev­ant audit reports or Par­lia­ment­ary Com­mit­tee find­ings, inso­far as they affect the over­all per­form­ance of the Author­ity; and

k) To main­tain over­sight of the Authority’s cor­por­ate hand­ling of inform­a­tion requests, com­plaints and any oth­er cor­por­ate gov­ernance pro­cesses which do not fall with­in the remit of oth­er Committees.

l) To com­mis­sion invest­ig­a­tions and reviews by staff of any mat­ters del­eg­ated from the full Board or referred by oth­er Com­mit­tees as issues impact­ing on gov­ernance and stra­tegic risk man­age­ment of the Cairngorms NPA, determ­in­ing appro­pri­ate future action on behalf of the Board.

m) The Com­mit­tee should meet at least once each year with intern­al and extern­al aud­it­ors and without oth­er mem­bers or staff present to dis­cuss man­age­ment respons­ive­ness to audit require­ments. The Chair should ensure a note is made of any mat­ters arising and ensure these mat­ters are appro­pri­ately com­mu­nic­ated with­in the Board and the organisation.

Com­mit­tee Life: Per­man­ent, with a review of remit annually.

CAIRNGORMS NATION­AL PARK AUTHORITY

Form­al Board Paper 2 Annex I 28^th May 2021

PER­FORM­ANCE COMMITTEE

Mem­ber­ship: 6 (quor­um 4) plus Board Con­vener as a stand­ing member

Staff in Attend­ance (all non-vot­ing): Chief Exec­ut­ive (Account­able Officer); Dir­ect­or of Cor­por­ate Ser­vices; Gov­ernance and Cor­por­ate Report­ing Man­ager; Head of Com­mu­nic­a­tions; Clerk to Board or sub­sti­tute; oth­er staff as may be required to sup­port papers being presented

Extern­al Attendance: Any board mem­ber may attend these meet­ings should they wish, in a non-vot­ing capa­city. Board mem­bers attend­ing who are not mem­bers of the Com­mit­tee may be allowed to speak or ask ques­tions with the per­mis­sion of the Chair.

Role: The Com­mit­tee will play a key role in seek­ing assur­ance that sig­ni­fic­ant pro­jects and pro­grammes of activ­ity delivered by the Author­ity, or sup­por­ted by the Author­ity as lead applic­ant on behalf of a part­ner­ship, are deliv­er­ing against agreed stra­tegic object­ives and strategies. The Com­mit­tee will com­ple­ment the work of the full Board, which will con­tin­ue to receive reg­u­lar, full cor­por­ate per­form­ance reports, by seek­ing assur­ance around deliv­ery of any spe­cif­ic per­form­ance object­ives reques­ted by the Board through under­tak­ing deep dive reviews, and under­tak­ing com­ple­ment­ary review of pro­ject papers not oth­er­wise seen by the full Board.

The Com­mit­tee will also con­sider wheth­er such pro­jects and pro­grammes present any new stra­tegic risks or vari­ation in exist­ing stra­tegic risks and refer them to the Audit and Risk Com­mit­tee for res­ol­u­tion where the mat­ter is assessed as sig­ni­fic­ant or seek man­age­ment action where more minor.

Spe­cif­ic Responsibilities:

a) To mon­it­or and eval­u­ate the per­form­ance of major pro­jects against the agreed out­comes of those pro­jects, ref­er­en­cing exist­ing pro­ject report­ing, and provid­ing assur­ance to the Board that such major pro­jects are mak­ing their expec­ted con­tri­bu­tions to stra­tegic cor­por­ate and NPPP outcomes;

b) To mon­it­or and eval­u­ate the poten­tial implic­a­tions of deliv­ery and actions of major pro­jects with ref­er­ence to the Cairngorms NPA’s agreed per­form­ance object­ives and to determ­ine wheth­er any remedi­al action is required;

c) To ensure the deploy­ment of resources by the organ­isa­tion achieves best value in the deliv­ery of cor­por­ate object­ives by con­sid­er­ing pro­ject ini­ti­ation pro­pos­als for stra­tegic­ally sig­ni­fic­ant pro­jects and pro­grammes of activity;

d) Review ongo­ing pro­gramme and pro­ject gov­ernance to con­firm the inten­ded, approved deliv­ery, man­age­ment and report­ing struc­tures are in place as intended;

e) To ensure the Author­ity achieves Best Value in the deploy­ment of resources, and learns from pro­ject clos­ure reviews of key pro­jects as a con­tinu­ous cycle of improve­ment in resource deploy­ment and delivery;

f) To main­tain over­sight of per­form­ance against key stra­tegic out­comes, such as Cli­mate Change tar­gets and the Authority’s pub­lic and stake­hold­er engage­ment targets;

g) To con­sider spe­cif­ic reports on per­form­ance against agreed stra­tegic out­comes as required;

Com­mit­tee Life: Per­man­ent, with a review of remit annually.

CAIRNGORMS NATION­AL PARK AUTHORITY

Form­al Board Paper 2 Annex I 28^th May 2021

RESOURCES COM­MIT­TEE

Mem­ber­ship: 6 (quor­um 4) plus Board Con­vener as a stand­ing member

Staff in Attend­ance (all non-vot­ing): Chief Exec­ut­ive (Account­able Officer); Dir­ect­or of Cor­por­ate Ser­vices; Head of Organ­isa­tion­al Devel­op­ment; Fin­ance Man­ager; Clerk to Board or sub­sti­tute; oth­er staff as may be required to sup­port papers being presented

Extern­al Attendance: Any board mem­ber may attend these meet­ings should they wish, in a non-vot­ing capa­city. Board mem­bers attend­ing who are not mem­bers of the Com­mit­tee may be allowed to speak or ask ques­tions with the per­mis­sion of the Chair.

Role: The Com­mit­tee will over­see the Authority’s deploy­ment of resources, ful­filling an assur­ance and scru­tiny role on behalf of the Board over the Authority’s appro­pri­ate deploy­ment of resources in achiev­ing stra­tegic out­comes and stra­tegic object­ives and deliv­er­ing Best Value in use of pub­lic funds.

Spe­cif­ic Responsibilities:

a) To over­see and mon­it­or the HR (human resources) sys­tems put in place for the CNPA, includ­ing in par­tic­u­lar the pay and grad­ing sys­tem, per­form­ance apprais­al sys­tem and related per­form­ance related pay system;

b) To advise the Dir­ect­or of Cor­por­ate Ser­vices on behalf of the CNPA Board on nego­ti­ation of annu­al pay awards;

c) To provide an inter­face between staff rep­res­ent­at­ive group(s) and the Board, and play a role in arbit­rat­ing on staff­ing issues as set out on the organisation’s policies and procedures;

d) To over­see the devel­op­ment of the Authority’s annu­al budget and key budget­ing assump­tions in advance of con­sid­er­a­tion of the budget by the full Board;

e) To mon­it­or income and expendit­ure dur­ing the year against budget, seek­ing to ensure use of avail­able annu­al resources is maximised;

f) To provide assur­ance on behalf of the full Board on the effect­ive resource man­age­ment and deploy­ment of resources by the exec­ut­ive man­age­ment team;

Com­mit­tee Life: Per­man­ent, with a review of remit annually.

CAIRNGORMS NATION­AL PARK AUTHORITY

Form­al Board Paper 2 Annex I 28^th May 2021

GOV­ERNANCE COMMITTEE

Mem­ber­ship: 6 (Quor­um 4)

Mem­bers: Board Con­vener, Board Deputy Con­vener, Audit & Risk Com­mit­tee Chair, Per­form­ance Com­mit­tee Chair, Plan­ning Com­mit­tee Chair & Resources Com­mit­tee Chair

Staff in Attend­ance (all non-vot­ing): Chief Exec­ut­ive (Account­able Officer); Dir­ect­or of Cor­por­ate Ser­vices; Gov­ernance and Cor­por­ate Report­ing Man­ager; Clerk to Board or sub­sti­tute; oth­er staff as may be required to sup­port papers being presented

Extern­al Attend­ance: None

Role: The com­mit­tee will ensure the smooth run­ning of the Board through over­sight of the organ­isa­tions Gov­ernance arrange­ments includ­ing: appoint­ments; com­mit­tee struc­ture, the recruit­ment of seni­or staff, and gen­er­ally sup­port­ing the Board Convener.

Spe­cif­ic Responsibilities:

a) To over­see gov­ernance arrange­ments in place with­in the Author­ity, ensur­ing arrange­ments remain appro­pri­ate to need and ful­fil require­ments of Scot­tish Gov­ern­ment in gov­ernance of a Non-Depart­ment­al Pub­lic Body.

b) To appoint a sub-com­mit­tee of three mem­bers includ­ing the Board Con­vener, plus Chief Exec­ut­ive and Deputy Chief Exec­ut­ive in case of Dir­ect­or appoint­ments, to over­see the recruit­ment of seni­or staff (Dir­ect­ors and Chief Exec­ut­ive) includ­ing agree­ing the job descrip­tions, adverts and salary and to take respons­ib­il­ity for inter­view­ing and select­ing the suc­cess­ful can­did­ates, and seek­ing the endorse­ment of the whole CNPA Board and of Scot­tish Min­is­ters in the case of the Chief Executive.

c) To over­see the effect­ive work­ing of Board and Com­mit­tee struc­tures, ensur­ing any duplic­a­tion of cov­er­age of mat­ters by Com­mit­tees is min­im­ised; that there is effect­ive com­mu­nic­a­tion between Com­mit­tees and that refer­rals of items for con­sid­er­a­tion between Com­mit­tees is imple­men­ted as expec­ted; to advise the Con­vener on the res­ol­u­tion of ele­ments of duplic­a­tion or over­lap­ping responsibility.

d) To over­see the design and effect­ive oper­a­tion of the Authority’s gov­ernance assur­ance con­trol sys­tems, recom­mend­ing improve­ments for con­sid­er­a­tion by the Board Con­vener / the Board as necessary.

e) To sup­port the Board Con­vener and Seni­or Man­agers as may be required in hand­ling of any com­plaints made against Board mem­bers under the Authority’s Com­plaints Policy.

f) To over­see and provide assur­ance to the Board on imple­ment­a­tion of stra­tegic­ally sig­ni­fic­ant cor­por­ate pro­grammes of work not fall­ing with­in the remit of oth­er Com­mit­tees, such as busi­ness con­tinu­ity plan­ning and sig­ni­fic­ant IT or organ­isa­tion­al devel­op­ment programmes.

g) To advise the Board Convener’s recom­mend­a­tions for mem­bers to Board Com­mit­tees, work­ing groups and any conferences/​events tak­ing into account pref­er­ences and bal­an­cing skill set.

h) To advise the Board Con­vener / Deputy Con­vener on pro­vi­sion of any arrange­ments needed to cov­er Board rep­res­ent­a­tion­al responsibilities.

i) To take over­sight of Board suc­ces­sion plan­ning arrange­ments, devel­op­ment and review of the Board skills mat­rix, and board train­ing and devel­op­ment in sup­port of full Board dis­cus­sions on these matters;

Com­mit­tee Life: Per­man­ent, with a review of remit annually.

CAIRNGORMS NATION­AL PARK AUTHORITY

Form­al Board Paper 2 Annex I 28^th May 2021

Gen­er­ic Terms of Ref­er­ence For All Committees

1. To identi­fy any poten­tial impacts on the Authority’s estab­lished risk man­age­ment strategies and risk mit­ig­a­tion actions arising from the areas of the Committee’s remit, and to determ­ine appro­pri­ate responses to those poten­tial impacts includ­ing onward refer­ral of those impacts to the Audit and Risk Com­mit­tee or full Board.
2. Identi­fy any mat­ters with­in the terms of ref­er­ence for the Com­mit­tee of a sig­ni­fic­ance which needs to be escal­ated to the full Board for con­sid­er­a­tion and resolution
3. The Com­mit­tee shall estab­lish an annu­al work plan, which shall allow flex­ib­il­ity to adapt to cir­cum­stances over the course of the year.
4. To report annu­ally to the full Board on the Committee’s activ­it­ies, includ­ing the out­come of a self-effect­ive­ness review of the work of the Com­mit­tee over the course of the year.

Key improve­ments and explanations:

• Head­ers: Used # to denote titles and sec­tions, pre­serving the doc­u­ment hier­archy. Used ## and ### for main sec­tions like the Com­mit­tee names.
• Tables: The table was con­ver­ted to Mark­down table syn­tax, mak­ing it read­able in Mark­down viewers.
• Lists: Numbered lists are used appropriately.
• Bold Text: Bold­ing for import­ant terms and head­ings like ​“Mem­ber­ship,” ​“Role,” and ​“Spe­cif­ic Responsibilities.”
• Hyper­links: Included hyper­links so they are clickable.
• Over­all Struc­ture: Main­tained the over­all struc­ture of the ori­gin­al document.
• Clar­ity: Improved clar­ity by adding spaces between sections.

This Mark­down is now ready to be used in any Mark­down edit­or or view­er. It accur­ately rep­res­ents the con­tent and struc­ture of the ori­gin­al doc­u­ment. It is now also much easi­er to edit if needed.