BOARD OF TRUSTEES: TERMS OF REFERENCE

1. Introduction

1.1. Great Britain Wheelchair Rugby Limited (‘GBWR’ or ‘the company’ or ‘the charity’) was registered with the Charity Commission as charity number 1074061 in February 1999 and with Companies House as a company limited by guarantee as company number 06108379 in February 2007. The company remained dormant until September 2010 when the process of transferring assets from the unincorporated association to the limited company was completed.
1.2. GBWR adopted certain amendments to the company’s articles of association (‘Articles’) on 21 September 2022, and references to numbered Articles in these terms of reference (‘TOR’) are, unless otherwise stated, references to those in the amended the Articles.

2. Authority

2.1. The board of trustees (‘BOT’) draws its authority from the Articles which authorise it to manage the business of the company and to exercise, on behalf of the members, all of the powers of the company which are not otherwise reserved by the membership in general meeting.
2.2. The BOT will operate, at all times, in accordance with the Articles, notwithstanding the provision of these TOR. In any instance where there is deemed to be a conflict between the Articles and these TOR, the Articles will have precedence.
2.3. All references to trustees of the BOT are to be interpreted as equivalent references to directors.

3. Board composition

3.1. The BOT will comprise a minimum of six trustees and will be subject to a maximum of twelve. Trustees will be appointed by the BOT or elected by the voting membership of GBWR (as the case may be):
• in accordance with Article 20;
• in accordance with the elections regulations for the elected directors established by the BOT under Articles 19 and 26; and
• subject to their satisfying the requirements of both company and charity law in respect of eligibility.
3.2. A trustee will be appointed or elected as an individual and not as a representative of an organisation or interest. A trustee may not appoint an alternative nor anyone to act on their behalf at BOT meetings.
3.3. In accordance with Article 21 of the company, the maximum period of office for a trustee prior to them retiring or offering themself for re-appointment or re-election (as the case may be) is three years from the annual general meeting (‘AGM’) at which they are (re-)appointed or (re-)elected to the AGM in the third year after (re-)appointment or (re-)election.
3.4. A trustee may serve for a maximum of three consecutive terms, however a trustee appointed to the position of chair during a term as a trustee or a trustee appointed to a senior position within an international federation may continue to serve on the board for the period of the appointment up to a maximum of 12 years; additional exceptions to these terms in office are described at 3.5. and 3.6 of these TOR.
3.5. A trustee appointed in an ex officio capacity, subject to the criteria of Article 20, may serve on the board for the duration of their holding the relevant office.
3.6. In exceptional circumstances, including but not limited to a need for continuity of skills and experience on the BOT, the BOT may at its discretion allow any trustee to be re-appointed or re-elected (as the case may be) to hold office for one additional year beyond their maximum number of terms in office.
3.7. A trustee must then stand down for at least four years before being eligible to be appointed, elected, or co-opted to the BOT.
3.8. GBWR will maintain a register of trustees which includes their personal details, together with a register of their business interests. This is to satisfy Article 17 of the company regarding conflicts of interest. Trustees will be requested to disclose any new interests at the outset of each meeting of the board.
3.9. The BOT shall appoint one of its independent non-executive directors to be the senior independent non-executive director (‘SINED’). The SINED shall carry out the responsibilities set out in the Code for Sports Governance and such other responsibilities as the BOT may delegate from time to time.

4. Statutory responsibilities

4.1. Trustees are responsible for directing the affairs of the company and ensuring it is solvent, well managed, and delivering the charitable outcomes for those it was set up to benefit.
4.2. Compliance – trustees must:
• ensure the charity complies with charity law and with the requirements of the Charity Commission for England and Wales as regulator;
• ensure the charity prepares reports on what it has achieved and annual returns and accounts as required by law;
• ensure that the charity does not breach any of the requirements, regulations, or rules set out in its governing documents and that it remains true to its charitable objects;
• comply with the requirements of other legislation and other regulators (if any) which govern the activities of the charity; and
• act with integrity and avoid any personal conflicts of interest or misuse of charity funds or assets which may benefit them personally.
4.3. Duty of prudence – trustees must:
• ensure the charity is, and will remain, solvent;
• use charitable funds and assets reasonably and only to further the charity’s objects;
• avoid undertaking activities that might place the charity’s funds, assets, or reputation at undue risk; and
• take special care when investing the funds of the charity or borrowing funds for the charity to use.
4.4. Duty of care – trustees must:
• use reasonable care in utilizing their skills and experience to ensure the charity is well managed; and
• consider procuring external professional advice where there may be material risk to the charity.

5. Corporate responsibilities

5.1. Shared and corporate responsibilities of the BOT include:
• setting the philosophy, vision, mission, and strategic objectives of GBWR;
• setting the values and behaviours/conduct of the organisation;
• agreeing the GBWR strategic plan and annual business plan;
• ensuring that adequate resources, both human and financial, are in place to affect the delivery of the plans;
• overseeing the delivery of the plans by the executive team (also referred to as the senior leadership team; SLT) and approving variations to the plans where appropriate;
• receiving regular reports on progress towards achieving plan outcomes and reviewing these against agreed performance indicators;
• approving the annual budget against the annual business plan;
• monitoring expenditure against the four-year-cycle budget for the GB team (funded by UK Sport)
• monitoring expenditure against budget through the consideration of regular financial reports/management accounts;
• assessing the risks associated with the delivery of the plans and ensuring the prudent management of these;
• safeguarding the assets of GBWR, including its brand, reputation, and other associated intellectual property; and
• ensuring the principles of good governance and management are applied to the business of GBWR including:
o these TOR and Articles;
o trustee recruitment, induction, engagement, and training;
o human resources – recruitment; remuneration; performance management; appraisal;
o internal and external audit requirements;
o the requirements of statutory and external agencies; and
o reporting on the above to statutory authorities and partners as required.

6. Chair

6.1. The individual role and responsibilities of the Chair will include the following:
• Providing leadership to the BOT;
• Taking responsibility for the BOT’s composition and development – overseeing the induction and development of directors;
• Liaising with the CEO and consulting with fellow BOT members to prepare the agenda for BOT and members’ meetings;
• In liaison with the CEO, ensuring the timely circulation of proper information for the BOT;
• Managing BOT and members’ meetings effectively;
• Liaising with all trustees to ensure their effective conduct of their respective remits;
• Ensuring the BOT focuses on its key tasks;
• Managing and resolving conflicts and disputes which may arise within the BOT, and more broadly within the company;
• Ensuring that the BOT observes its chosen values and behaviours, and engaging the BOT in assessing and improving its performance;
• Line managing the CEO and otherwise supporting the SLT, as appropriate; and
• Authorising any urgent actions to be taken in between BOT meetings.

7. Company secretary and board secretary

7.1. The BOT may appoint a company secretary, on such terms as it may see fit, who shall have responsibility for fulfilling the reporting requirements of the Charity Commission for England and Wales and Companies House and such other obligations as may exist from time to time under charity and company law.
7.2. The BOT may appoint a board secretary, on such terms as it may see fit, who shall have responsibility for compiling and circulating agendas and supporting papers for BOT and members’ meetings, and for ensuring that minutes of such meetings are made and circulated.
7.3. The company and board secretaries need not be trustees of the company.
7.4. The company and board secretaries may be the same person.

8. Other attendees at BOT meetings

8.1. The BOT may decide from time to time to grant observer status at BOT meetings to any individual whose position warrants them occasionally or regularly attending such meetings either in full or in part. Observer status will be defined as follows:
• Attend BOT meetings, but not vote;
• Receive the same documentation (limited to the observer’s scope in attendance and giving due consideration to the privileged nature of any documentation) as trustees in advance of the meeting;
• Participate in the debate when invited to do so by the chair, but not seek to influence the outcome;
• Distribute documents with the permission of the chair; and
• Comply with the rules of the meeting, and the expected behaviours of the trustees (including in respect of confidentiality).
8.2. In addition to the observers, the BOT may invite such other parties as it sees fit to attend BOT meetings and to contribute to them – including and especially such personnel as are employed or deployed by GBWR to deliver its programmes.

9. Meetings

9.1. Meetings will take place, in person or through digital platforms, as often as is required to conduct the business of the BOT, but will be no less frequently than quarterly. Any trustee may call a meeting at reasonable notice at any time if they believe there is cause to do so.
9.2. Consultation regarding the compilation of an agenda for meetings will take place between the chair, the CEO, and fellow trustees up to ten working days prior to a meeting taking place. An agenda and supporting information will then be circulated for receipt usually no later than five working days in advance of each meeting. The agenda will be agreed between the chair and the CEO, and make clear the purpose of each item’s inclusion, eg, for discussion, decision, or information.
9.3. In accordance with Article 14, the quorum, without which BOT meetings should not take place, shall be set at three trustees.
9.4. In the absence of the designated chair, as defined in article 15, the vice chair (if present) will chair the meeting. If the vice chair is not present or unwilling to chair the meeting, or if no trustee holds the position of vice chair, the SINED will chair the meeting; if the SINED is not present or unwilling to chair the meeting, or if no trustee holds the position of SINED, the trustees shall agree among themselves which of them should assume the role of chair of the meeting. This temporary arrangement shall pertain only for the duration of the meeting.
9.5. The chair, or the chair of the meeting, will request matters to be considered under ‘any other business’ at the start of each meeting. No trustee may raise any matter under ‘any other business’ that they have not notified to the chair in this way, and for which they do not have adequate supporting material.
9.6. Decision making within the BOT shall normally be by consensus, and otherwise will be by a simple majority of votes cast by those in attendance – the preferences of absent trustees should however also be taken into account where these have been expressed in advance of the meeting, and it is the responsibility of absent trustees to express these preferences to the chair, or the chair of the meeting. Each trustee will have one vote, with the chair, or the chair of the meeting, holding the casting vote in the event of a tied issue.
9.7. Minutes will normally be circulated within ten working days following the meeting, to allow for scrutiny by fresh memories and for actions to be implemented.
9.8. BOT minutes shall comprise a record of decisions taken, actions agreed, and the timeframe for the delivery of those actions. They should also record divergent views in the event that the decisions taken are not unanimous.
9.9. The BOT should develop behaviour which allows for the early notice of actions which are unlikely to be fulfilled within the timeframe required, including through the reporting relationships described below.
9.10. The BOT may, if all trustees agree, be considered to have staged a meeting if a resolution or resolutions are considered by each trustee individually and separately, and approved in writing by a majority.

10. Reporting relationships

10.1. Trustees may be required by the BOT to assume responsibility for strategic oversight of areas of GBWR business to which their experience and expertise is especially germane. In the event that trustees are accorded such strategic oversight responsibility, they may be required to report to the BOT, or a committee thereof (see section 11.), on progress within their respective areas.
10.2. Reporting to the BOT on the executive and operational management of the company shall usually be undertaken by the CEO. Reporting to the BOT shall also be conducted periodically by those members of the SLT who have direct responsibility for the delivery of programmes.
10.3. For the avoidance of doubt, the positions of chair and CEO may not be held by the same person.

11. Committees

11.1. The BOT shall, in accordance with Articles 9 and 19, form from within itself such committees as it may require from time to time for the effective conduct of its business. Where such committees are convened:
• Their chair and membership shall be determined by the BOT, but need not be restricted only to serving trustees;
• They shall have the powers and delegated authority accorded to them by the BOT through their terms of reference, and shall conduct their business in the manner prescribed to them by the BOT; and
• They shall be bound to report to the BOT in such manner as the BOT shall determine.
11.2. In particular, the BOT may convene from within itself from time to time, and as required, the following:
• A nominations committee, charged with the task of identifying and recruiting:
o members of the BOT; and/or
o executive personnel through whose services the GBWR strategic plan and such other plans as may be required by funding bodies for wheelchair rugby, shall be delivered.
Such a committee should not include any trustee who is themself a candidate for any such position. The committee will also be concerned with formulating additional recommendations from time to time, as appropriate, and shall also follow such requirements as are set out in the nominations committee terms of reference and elections regulations for elected directors.
• A governance and finance committee, with the purposes of:
o ensuring that the legal principles of financial reporting and internal control are adequately applied, and for maintaining an appropriate relationship with GBWR’s auditor;
o ensuring that the terms and conditions of award of public funding bodies and/or of commercial sponsors and/or of charitable donors are properly observed, in order to mitigate risk to the company in this respect; and
o carrying out the tasks designated to an audit committee in the Code for Sports Governance as amended from time to time.
• A remuneration committee, charged with:
o the task of fixing levels of remuneration at levels sufficient to attract, retain, and motivate employees of the quality required to run the company successfully and to review remuneration levels on an ongoing basis.
In doing so, the remuneration committee should have regard to arrangements in other similar organisations and any other relevant factors.

12. Reviews

12.1. Each member of the BOT shall undergo a formal process of annual performance review, led by the chair. The review shall also examine the performance of individual trustees, hold individual trustees accountable for their contributions, and identify any training needs that may exist. The performance review of the chair shall be led by the SINED.
12.2. The BOT shall conduct an annual self-review, led by the SINED, through which the BOT considers whether it has, collectively, demonstrated the values of GBWR and expected behaviours over the course of the previous year, and what it might do to improve itself in the future. During this annual review, the following performance indicators should be considered by the BOT:
• The completeness of the strategic and policy framework;
• The overall fulfilment of strategic goals, and the achievement of performance outcomes;
• The effectiveness of corporate practices and internal controls;
• The efficiency of the business in areas such as revenue generation and cost control;
• The ‘feel’ within the BOT, ie, demonstrating its chosen values and behaviours;
• The mandatory compliance of trustees and the BOT as a whole with the board code of conduct;
• The levels of membership and stakeholder approval, as expressed through formal and informal feedback; and
• The levels of media coverage afforded to wheelchair rugby.
12.3. The BOT will undergo a formal process of external review once per four years, aligned with the Paralympic Games cycle. The chair will serve as the GBWR lead in discussions with the external reviewer on scope, content, and format of the review; the chair will also lead the BOT response to any areas for development or action identified in the review.

13. Induction of trustees and ongoing training

13.1. New trustees shall receive a formal letter of appointment. This letter sets out the company’s expectations of the trustee, and what it will provide in return.
13.2. Induction also comprises pre-appointment discussions with existing trustees, a briefing given at the first BOT meeting, that new trustees attend, and a formal session with the SLT. Formal training can be provided to existing or newly appointed trustees who request it.
13.3. Ongoing training and development will be offered to trustees, and, in some cases, may be mandatory when covering certain topics (eg safeguarding); GBWR will be conscious of trustees’ other commitments and trustees are expected to try to accommodate such training requirements.

V009 approved by the GBWR Board of Trustees at the meeting held 19 September 2024.

To be reviewed by the GBWR Board of Trustees September 2026.