Staff & Governance

Meetings

It is intended that the Finance Committee will meet four times a year prior to each Council of Management meeting, but this will be adjusted as circumstances require.

Members

Chairman of Council
Principal
Finance Director
Three other Members of Council

Other Members of the Council may be co-opted onto the Committee to discuss specific issues where their expertise is required.

Terms of Reference

The quorum is three members of Council and should also include at least one of the Principal or the Finance Director.

The Committee reports to the Council through the Chair of the Finance Committee. It reviews the School’s financial arrangements and performance, including;

• The School’s financial strategy
• The School’s annual budget and performance against the budget
• The operation of the School’s financial function
• The appointment of bankers and other financial professionals
• Any other matters of the School which require a financial consideration

The Committee will not duplicate the function of the Audit Committee.

These terms to be reviewed by the Council of Management every three years

Statement of Trustees’ Responsibilities

The Trustees of Bristol Old Vic Theatre School, who are also the Members of Council and
directors of the charitable company, are responsible for ensuring that the School is
wellgoverned, financially sound, and operated for public benefit. Their role combines
strategic leadership with legal and financial oversight, safeguarding the School’s mission,
values, and resources for current and future generations.

Strategic and Governance Responsibilities
– Approving the Mission, Strategic Plan, long-term academic plan, and Business Plan
of the School.

– Ensuring compliance with the requirements of the validating university.
–  Appointing the Principal and Charity CEO, monitoring their performance and
remuneration, and delegating authority for academic, corporate, financial, and
personnel management within agreed limits.
– Establishing and monitoring systems of control and accountability, including financial
and operational controls, risk assessment, grievance procedures, and management of
conflicts of interest.
– Monitoring and evaluating the performance and effectiveness of the School against
agreed plans and Key Performance Indicators, and benchmarking against peer
institutions.
– Managing and maintaining the property assets of the School.
– Establishing procedures to monitor the effectiveness of governance arrangements.
– Ensuring the conduct of the School is in accordance with best practice in the higher
education sector and with the principles of the Committee on Standards in Public Life.
– Safeguarding and, where possible, enhancing the good name and values of the School.
– Making provision for the welfare and support of students as considered necessary.

Financial and Legal Responsibilities
– Keeping proper accounting records which disclose with reasonable accuracy the
financial position of the charitable company and group, and ensuring compliance with
the Companies Act 2006.
– Preparing financial statements for each financial period which give a true and fair
view of the state of affairs of the charitable company and group, and of the incoming
resources and application of resources, including income and expenditure.
– In preparing financial statements, Trustees must:

o select and apply appropriate accounting policies consistently;
o observe the methods and principles of the Charities SORP;
o make judgements and estimates that are reasonable and prudent;
o state whether applicable UK accounting standards have been followed, subject
to any material departures disclosed and explained;
o prepare the financial statements on a going concern basis unless inappropriate
to presume continuation.

– Ensuring that funds from the Office for Students and other sources are used only for
the purposes for which they have been given, and that conditions attached to such
funding are met.

– Ensuring appropriate financial and management controls are in place to safeguard
public funds and other resources.
– Safeguarding the assets of the School and preventing and detecting fraud.
– Securing the economical, efficient, and effective management of the School’s
resources and expenditure.
– Managing restricted funds in accordance with donors’ wishes.

Public Benefit Responsibilities
– Operating the School for public benefit in line with Charity Commission guidance.
– Reviewing the Charity’s aims and objectives and planning future activities to ensure
they continue to deliver public benefit.

Purpose

The purpose of the Committee is to assume delegated responsibility, on behalf of the Committee of Management (‘Council’) of the School for ensuring that there is a framework of accountability; for examining and reviewing relevant systems and methods of control, both financial and otherwise including risk analysis and risk management; and for ensuring the School is complying with all relevant aspects of the law and regulations including compliance with HEFCE requirements and good practice.

Terms of Reference

To advise Council on the appointment of external auditors, the auditor’s fee, the provision of any non-statutory services of the external auditors and any questions of resignation or dismissal of the external auditors.

To discuss in advance with external auditors the nature and scope of the audit.

To recommend to the Council a framework of effective audit, having reviewed the internal and external audit processes.

To consider and advise Council on the appointment and terms of engagement of the internal auditors, the audit fee, the provision of non-audit services by the internal auditors and any questions of resignation or dismissal of the internal auditors.

To ensure that regular audits are carried out in the following areas: legal, risk, financial (including statutory annual audits, VAT, PAYE, and plans for income and capital requirements), health and safety, insurance and to contribute to such reviews if necessary.

To keep under review the effectiveness of the risk management control and governance arrangements, and in particular to review the external auditors management letter, the internal auditors report and management responses.

To discuss with external auditors any problems or reservations arising from the external audit report and management letter, reporting relevant issues and advising the Council accordingly (the Committee may consider it desirable, from time to time to meet the external auditors without the School’s officers being present).

To ensure that the School has appropriate policies on serious fraud and irregularity, and that all significant losses have been properly investigated and that the internal and external auditors, and where appropriate the HEFCE accounting officer, have been informed.

To satisfy itself that satisfactory arrangements are in place to promote economy, efficiency and effectiveness

To consider the annual financial statements in the presence of the external auditors, including the auditors’ formal opinion, the statements of members’ responsibilities and the statement of internal control.

Bristol Old Vic Theatre School

To investigate on behalf of Council any financial or administrative matter which may put the School at risk and advise the Council accordingly.

To receive relevant reports from the National Audit Office, the HEFCE and elsewhere.

Membership

Three members of Council, agreed by Council.

The Company Secretary, Principal and Finance Director will be in attendance and any other employee of the School who may be required by the Committee.

The internal auditors and the external auditors shall normally attend meetings where business relevant to them is to be discussed.

Meetings will be quorate with two committee members present.

Frequency

As required but at least two times per year.

Administration

The Committee will be serviced by the staff at the School.

Reporting to the Council of Management

The minutes (or a report) of meetings of the Committee will be circulated to the Council

The Committee will report annually to Council at the end of each financial year and the report will be sent to the Conservatoire for Dance and Drama. The report will give the Committee’s opinion on the extent to which Council may rely on the internal control systems.