Corporate Governance Policy


The General Committee of The Birmingham Botanical and Horticultural Society Limited, and its subsidiaries have agreed to adopt the principles of Corporate Governance set out below. The Society is referred to by its working name, The Birmingham Botanical Gardens “BBG”. The corporate governance policy is based on The UK Corporate Governance Code (September 2014). It should be read in conjunction with the Aims of the Charity:

  1. to further public education in botany, horticulture and zoology and provide facilities for research
  2. to maintain and operate the BBG/ for the above purpose and for the recreation of the public.

A full Statement of Objectives and Activities (Vision, Mission and Values) are included at Appendix 1

No element of the governance policy should in any event be construed or interpreted as countermanding the terms of the Memorandum or Articles of Association.

The UK Corporate Governance Code (September 2014) sets standards endorsed by the Financial Reporting Council and we will abide by its key principles:

Section A: Leadership

Section B: Effectiveness

Section C: Accountability

Section D: Remuneration

Section E: Relations with Stakeholders

Section A: Leadership

A.1 Role of the General Committee and Sub Committees

Every company should be headed by an effective board which is collectively responsible for the long-term success of the company, in our case a board of Trustees known as the General Committee.

BBG should have an effective General Committee which should meet sufficiently regularly to discharge its functions and have a clear role, both to ensure delivery of the Aims of the Charity and to hold the executive to account in the management of the

The General Committee’s role is to provide entrepreneurial leadership of the company within a framework of prudent and effective controls which enables risk to be assessed and managed. The General Committee should set the company’s strategic aims, ensure that the necessary financial and human resources are in place for the company to meet its objectives and review management performance. The General Committee should set the company’s values and standards and ensure that its obligations to its stakeholders, including members, staff, volunteers, the public and others are understood and met.

The General Committee will comply with specified good practice unless they can justify not doing so.

General Committee Meetings will be held at least eight times per year with dates agreed a year in advance and may be subject to change in exceptional circumstances.

Terms of reference for the General Committee are appended in Appendix 3A.

The Chairman may hold at least one meeting annually without the Chief Executive present.

Written declarations of interest should be made by all Trustees and updated at least annually and recorded in a Register of Interests. Any conflicts of interest should be declared and reviewed by the Chairman in the context of each meeting or subject. General Committee Members will be bound by the Memorandum and Articles of Association and the Conflict of Interest Policy in Appendix 2.

Sub Committees, with clear terms of reference, should be established by the General Committee to support the Chief Executive and Trustees in such areas of the business as may be decided from time to time.

Sub committees will be maintained on Finance, Human Resources and Information Technology (“Finance, HR and IT”), Remuneration, Horticulture, Education, Operations and Development. Terms of Reference for Sub-Committees are set out in Appendix 3. Other sub-committees may be appointed from time to time as required.

The Finance, HR & IT Committee should advise the Trustees on Governance matters as well as matters relating to Finance, Audit and Assurance (see Section C2 below).

No sub-committee should approve an action, item of expenditure or target that falls outside the budget or agreed targets set for the Chief Executive and the business unless this has been agreed first with the Chairman and ratified by the Trustees, in order that variations in budget and target performance set for the business can be revised and the implications properly recorded in the Minutes.

A.2 Division of Responsibilities

There should be a clear division of responsibilities at the head of the company between the governance responsibilities of the General Committee and the Chief Executive’s responsibility for the running of the company’s business.

The roles and division of responsibility between the non-executive i.e. the General Committee, Trustees, Chair, Deputy Chair, Treasurer and Company Secretary and the Chief Executive are outlined in Appendix 4.

A.3 Chairman

The Chairman is responsible for leadership of the General Committee and ensuring its effectiveness in all aspects of its role.

The Chairman’s period of office and re-election is in accordance with the provisions of the Memorandum and Articles

The chairman is responsible for setting the General Committee’s agenda and ensuring that adequate time is available for discussion of all agenda items, in particular strategic issues. The chairman should also promote a culture of openness and debate by facilitating the effective contribution of non-executive directors in particular and ensuring constructive relations between executive and non-executive directors.

A.4 Trustees

Trustees are bound by the Trustee Code of Conduct set out in Appendix 5.

As part of their role as Trustees of a unitary board, Trustees should constructively challenge and help develop proposals on strategy

All Trustees must act in what they consider to be the best interests of the company, consistent with their statutory duties.

All Trustees should be submitted for re-election in accordance with the Articles of Association subject to continued satisfactory performance. The General Committee should ensure planned and progressive refreshing of its membership.

Trustees are not remunerated for their role on the General Committee.

Section B: Effectiveness

B.1 Composition of the General Committee

The General Committee and its sub committees should have the appropriate balance of skills, experience, independence and knowledge of the company to enable them to discharge their respective duties and responsibilities effectively.

The General Committee should include a balance of Trustees such that no individual or small group of individuals can dominate the General Committee’s decision taking. (The membership of the General Committee and their responsibilities should also conform to the definition set out by the Charities Commission and/or the Articles of Association.)

No one individual should have unfettered powers of decision.

B.2 Appointment of Trustees

There should be a formal, rigorous and transparent procedure for the appointment of new Trustees to the General Committee

The balance of skills, experience and knowledge required on the General Committee should be assessed and should guide appointments. An evaluation of the required skills should form the basis of a description of the role and capabilities required for a particular appointment. A Trustee Skills Assessment Form should be completed by candidates to assist in the evaluation of suitability for the role considered. (Appendix 6).

Appointments should be made on a transparent basis with no preference given to colleagues, friends or family of Trustees or the Executive. Any interest in an appointment must be declared and reported in the Register of Interests.

Candidates should be interviewed by the Chairman, the Chief Executive, the Chairman of any sub-committee to which the candidate is likely to be appointed and, where possible, a member of the Finance HR & IT Committee.

B.3 Commitment

All Trustees should be able to allocate sufficient time to the company to discharge their responsibilities effectively. A statement of each Trustee’s record of attendance at General Committee and Sub Committees of which they are a member will be included in the Annual Report.

For the appointment of a chairman, the Finance, HR and IT Committee should prepare a job specification, including an assessment of the time commitment expected, recognising the need for the Chair to be available in the event of crises.

B.4 Development

All Trustees will follow an Induction Programme, on joining the General Committee and should regularly update and refresh their skills and knowledge. (Appendix 7).

The Chief Executive and Chairman should be responsible for facilitating induction and development of Trustees

The Chairman of any sub-committee to which a Trustee is appointed should be involved in the induction process and ensure that the Terms of Reference of the Sub Committee as well as the responsibilities of the committee members are clearly understood.

B.5 Information and Support

The General Committee should be supplied in a timely manner with information in a form and quality appropriate to enable it to discharge its duties.

The Chairman is responsible for ensuring that the directors receive accurate, timely and clear information. Management has an obligation to provide such information but Trustees should seek clarification or amplification where necessary. Under the direction of the chairman, the company secretary’s responsibilities include ensuring good information flows within the General Committee and its committees and between senior management and non-executive directors. The company secretary should be responsible for advising the General Committee through the chairman on all governance matters.

The Chief Executive should oversee the general administration relating to meetings including minute taking and the circulation of the agenda, minutes, and relevant papers.

An agenda, approved by the Chairman, should be circulated no later than 7 days prior to the meeting date. In addition to the standing periodic items, matters for the agenda may be submitted to the Chief Executive 14 days before the meeting date for inclusion (subject to approval by the Chairman).

The agenda should clearly state whether items are for approval, decision or for information only.

Each agenda item should state an indication of time allocated.

Subcommittee meeting minutes and papers relating to Agenda items must be circulated to Trustees at least 7 days prior to each General Committee meeting.

Clear and full minutes of meetings showing items for action (including a name and timescale for completion), should be circulated no later than 14 days after meetings of the General Committee

With the agreement of the Chair, at the commencement of the General Committee meeting, items may be tabled under Any Other Business.

B.6 Evaluation

The General Committee should undertake a formal, rigorous annual evaluation of its own performance and that of its sub committees and individual Trustees, to ensure effectiveness.

The performance of the Chairman should be appraised annually against criteria agreed by the General Committee without the Chairman present.

The Chairman should meet each Trustee annually to provide feedback and appraisal. Individual evaluation should aim to show whether each Trustee continues to contribute effectively and to demonstrate commitment to the role (including commitment of time for General Committee and committee meetings and any other duties).

The Chairman should act on the results of the performance evaluation by recognising the strengths and addressing the weaknesses of the General Committee and, where appropriate, proposing new members be appointed to the General Committee or seeking the resignation of Trustees.

B.7 Re-election

The Chairman (and Deputy Chairman) of the Gen Committee should serve a maximum of four, two-year terms plus a further period of 12 months if agreed by the General Committee.

One third of Trustees must retire from office by rotation each year at the Annual General Meeting in accordance with the Articles. A retiring Trustee shall be eligible to stand for re-election at an Annual General meeting.

Section C: Accountability and Audit

C.1 Financial and Business Reporting

The Trustees should present a balanced and understandable assessment of the company’s position and prospects for the approval of Members at each AGM.

C.2 Risk management and Internal Control

BBGG’s Risk Management Policy is attached in Appendix 8

Appropriate insurance should be arranged to cover any legal action against Trustees.

The Trustees should ensure a sound system of internal control is maintained to safeguard the Charity’s investments, assets, operational integrity/quality and compliance controls. To this end the Trustees have agreed to appoint a committee of 3 non-executive members, one with recent finance experience, and with the vires to second or appoint expert assistance and commit resources, to the Finance, HR & IT Committee.

The Terms of Reference of the Finance, HR & IT Committee are set out in Appendix 3B.

The Finance, HR & IT committee is responsible for making recommendations on the appointment, re-appointment and removal of external auditors and for the appointment of a firm of legal advisors to support BBG. Additional specialist legal advisors can be appointed, as required, by BBG in accordance with the company’s Terms of Reference for the appointment of Professional Advisors (Appendix 9).

Internal control and risk management are also ensured by means of:

  • A reference Handbook containing key policy documents maintained for access by all Trustees and Members.
  • A bi-annual audit of the Corporate Governance Policy conducted by the Finance HR and IT Sub committee.
  • A business plan containing short, medium and long SMART targets, approved by the General Committee, used to manage business operations and development.
  • A ‘whistle blowing’ policy, agreed by the General Committee maintained for access by all staff. (Appendix 10)

Section D: Remuneration of the Executive Management

Remuneration should be sufficient to attract, retain and motivate the Chief Executive and other Executive Directors/Managers of the quality required to run the Gardens successfully, but not more than is necessary for this purpose.

Section E: Relations with Stakeholders

The General Committee should identify those with a legitimate interest in its work (“stakeholders”) and ensure that there is a strategy for regular and effective communication with them about BBG’s achievements and work

The General Committee should encourage and enable the engagement of key stakeholders, such as Members, users and volunteers, in BBG’s decision making and be open and accountable to stakeholders about its work and the governance of the organisation.

The General Committee should use general meetings to communicate with members and to encourage their participation.


  1. A full statement of Objectives and Activities (Vision, Mission and Values)
  2. Conflict of Interests Policy
  3. Terms of reference for the General Committee and Sub-committees:
  4. A General Committee
  5. B Finance, HR and IT Committee
  6. C Remuneration Committee
  7. D Horticultural Committee
  8. E Education Committee
  9. F Operations Committee
  10. G Develoment Committee
  11. Division of Responsibilities and Role Descriptions
  12. Trustee Code of Conduct
  13. Trustee Skills Assessment Form
  14. Trustee Induction Policy
  15. Risk Management Policy
  16. Terms of Reference re Appointment of Professional Advisors
  17. Whistleblowing Procedure

Appendix 1

Statement of Objectives and Activities (Vision, Mission and Values)

Our charitable aims are:

  1. to further public education in botany, horticulture and zoology and provide facilities for research
  2. to maintain and operate Birmingham Botanical Gardens for the above purpose and for the recreation of the public.


Our vision is to enhance people’s lives through the enjoyment, understanding and appreciation of plants and nature.



Our mission is to allow people of all ages and all walks of life access to the joys of the living environment through the Botanical Gardens. The Gardens offer opportunities for all to connect with nature, be it through botanical research, education, or the enjoyment of leisure time spent with family and friends in the peaceful haven of a beautiful recreational environment.

To this end, we act as custodians to maintain and develop the Gardens to ensure a sustainable legacy for future generations as those in the past have done for us.

We aim to bring about increased awareness, understanding and appreciation of the wonder of plants. We hope out Members and guests will feel inspired through discovery and enjoyment of the Gardens and harmony with nature and leave with a sense of wellbeing and happy memories.

Our Values

Our organisational values are based on the principles of equality, integrity, accessibility, openness and respect for the environment.

Appendix 2

BBG Conflict of Interests Policy


The aim of this policy is to help trustees of the charity to avoid conflicts of interest; and to act appropriately where a conflict of interest does arise. This policy also covers the receipt of gifts and hospitality. It also applies where appropriate to staff and volunteers.

  1. The context

A conflict of interest or loyalty arises where a trustee’s personal interests or loyalties, or the interests or loyalties which that trustee owes to another charity, arise at the same time. The Trustees must manage any situation where a trustee has the potential to benefit personally from his or her position as trustee or is influenced by conflicting loyalties. Interests can be financial or non-financial and direct or indirect. A direct financial interest arises where a trustee is selling an asset to the charity or becoming an employee. A direct non-financial interest can arise where a trustee is a service user of the charity and benefits more than a typical service user. An indirect benefit is one which accrues to a close member of the trustee’s family, a business colleague or other close relationship. A conflict of loyalty arises where a trustee’s decision-making is influenced by another appointment, employment or association of that trustee. This list of conflicts is not intended to be definitive or prescriptive. Each trustee is responsible for declaring actual or potential conflicts or the reasonable perception of such conflicts. The policy for dealing with conflicts is set out below, including a Register of interests, loyalties, gifts and hospitality.

  1. Management of a conflict

A conflict is managed in four ways:

  • A conflict should be declared at the earliest opportunity
  • A trustee who declares an interest should leave the meeting to allow the other trustees to decide whether his or her absence is necessary or appropriate
  • The other trustees should agree how to deal with the conflict, for instance by allowing the conflicted trustee to speak on the matter concerned but not to vote
  • The other trustees should make sure that the process is properly minuted.

The policy

  1. Why we have a policy

Trustees have a legal obligation to act in the best interests of the charity and in accordance with the governing document. A conflict of interest or loyalty may arise where an individual’s personal or family interests and/or loyalties to some other individual or group conflict with those of the charity. Such conflicts may bring risks. They can:

  • prevent open discussion
  • result in decisions or actions which are not in the best interests of the charity
  • result in the impression that the trustees have not acted properly

The purpose of this policy is to protect the trustees and the senior staff from these risks.

  1. What to do if you face a conflict of interest or loyalty

All conflicts of interest or loyalty, whether actual or potential, should be declared promptly at the earliest possible opportunity:

  • A trustee who has a financial interest in a matter under discussion should declare the nature of their interest and withdraw from the meeting, unless they have been given permission by the Chair to stay and either speak or not, as the case may be. Such a trustee may not vote.
  • A trustee who has any interest in matter under discussion, which creates a real or perceived risk of bias should declare the nature of the interest and withdraw from the meeting, unless they have been given permission by the Chair to stay and either speak or not, as the case may be. Such a trustee may not vote.
  • A trustee who has any other interest which does not create a real risk of bias, but which might reasonably cause others to think it could influence their decision, should declare the nature of the interest, but may remain in the meeting, participate in the discussion and vote if they wish.
  • If a trustee is in any doubt about the application of this policy, he or she should heed the spirit as well as the wording of the policy and consult the Chair.
  • If a trustee fails to declare an interest that is known to the Chair or Company Secretary, the Chair or Company Secretary will declare that interest. The interests of trustees should be listed in a register, as set out below.
  1. Gifts and hospitality

The charity has a policy to deal with personal gifts or hospitality provided to trustees. This protects the trustees against the accusation that such gifts or hospitality are intended to influence the decisions they take in administering the charity’s affairs.

  1. All gifts to and hospitality for trustees should be declared and recorded in the Register of interests, loyalties and gifts kept for this purpose. The information recorded should include its estimated value, the date on which it was received, who it was given by and the reason for the gift
  2. Gifts and hospitality should never be solicited
  3. Gifts and hospitality with a value of under £50 can be accepted providing that the gift or hospitality is not given or accepted with an expectation that there is any obligation owed as a result of the gift. Usually but not always, the gift will not be specific to the charity, for instance an accountant or lawyer may take a trustee to a dinner along with the trustees of other charities.
  4. Where a gift or hospitality is received or offered which exceeds the value of £50, the hospitality should be declined or the gift be returned to the sender, the market price should be paid or the gift should be donated to the organisation directly or to another charitable organisation as appropriate.
  5. Gifts and hospitality intended to influence the decisions of trustees should NEVER be accepted.
  6. The declaration of interests, loyalties, gifts and hospitality

Trustees are asked to declare their interests and loyalties and any gifts or hospitality received in connection with their role in the charity. A declaration of interests and loyalties form is provided to keep the register up to date.

The declaration of interests and loyalties should be updated at 1st April each year, being the first day of the accounting year and also when any changes occur.

  1. Record keeping

Where the trustees make a decision on a matter in which a trustee has an interest, all decisions will be made by majority vote.

A quorum must be present for the discussion and decision. The conflicted trustee will not count towards the quorum. All decisions where there is a conflict of interest will be minuted accordingly to include:

  • the nature, extent and value of the conflict
  • the discussion which took place
  • the action taken to manage the conflict.
  1. Staff and volunteers

This policy has been written to help trustees to discharge their legal duty to act only in the best independent interests of the charity. Although this legal duty does not extend to staff or volunteers, the spirit of this policy applies equally to staff and volunteers to enable trustees to discharge their duty. In practice, therefore, staff and volunteers should act appropriately where a conflict of interest or loyalty arises over above those which are inherent in their role as employee or volunteer.

Appendix 3

Terms of Reference of the General Committee and Sub Committees

Appendix 3. A

Terms of Reference of The General Committee

(Version 1 Approved by Gen Com 22.6.2015)

To ensure that BBG complies with statutory obligations under laws affecting its commercial operations, company and financial procedures, employment, health & safety, data protection, equality and diversity and such other relevant matters as may be applied by statute.

  1. To ensure that BBG works to further its stated objectives :
    • to further public education in botany, horticulture and zoology and provide facilities for research
    • to maintain and operate the Botanical Gardens for the above purpose and for the recreation of the public.
  2. To ensure that BBG meets its responsibilities as an Educational Charity in accordance with guidelines that may be from time to time issued by the Charities Commission.
  3. To set the strategic direction of the organisation including its mission, vision and values.
  4. To agree the business plan of BBG and to monitor progress and performance.
  5. To satisfy itself that BBG remains viable and operates ethically in the interest of all stakeholders.
  6. To ensure that BBG is run in line with its values.
  7. To hold the Chief Executive and Executive Directors of BBG to account.
  8. To maintain a Corporate Governance Policy and to ensure that the organisation meets best practice standards of governance and financial management.
  9. To oversee the maintenance and implementation of an appropriate risk management framework
  10. To be responsible for the appointment of the Chief Executive and other senior management.
  11. To appoint such sub-committees as may be necessary for the appropriate discharge of its business
  12. To monitor the effectiveness of the Sub-Committees in accordance with the approved Corporate Governance Policy.
  13. To approve the appointment of Auditors.
  14. To support and promote BBG.
  15. B Terms of Reference of the Finance, HR and IT Committee

(Version 1 Approved by Gen Com 22.6.2015)

  1. Structure:

.       a)  The committee should comprise of at least 3 Trustees, of which at least one member should have a financial background, plus the CEO.

.       b)  Two Trustee members comprise a quorum

.       c)  The Chairman of BBGG may attend by standing invitation but is not eligible to be a member of the committee. The Finance Manager and external auditor may also be invited to attend. Other expert assistance may be commissioned as necessary

.       d)  The committee should hold not less than 4 meetings per year.

.       e)  Notes should be taken at each meeting and submitted to the Trustees for approval

  1. Purpose and responsibilities:
    1. 1  Finance

.       a)  To oversee the corporate governance of the BBG and advise the Trustees on necessary action

.       b)  To approve the key controls and procedures relating to activities of the Finance function and to report to the Trustees where improvement is necessary.

.       c)  To initiate independent review of internal procedures as necessary

.       d)  To ensure that appropriate resources are in place to support both strategic objectives and daily activities

.       e)  To ensure that financial affairs of BBG are conducted with probity, integrity and diligence and to report to the Trustees any concerns or improvements which may be required

.       f)  To recommend for approval by the Trustees the appointment and/or removal of the external auditor and to approve their remuneration and terms of engagement

.       g)  To review and monitor the external auditor’s independence and objectivity

.     h)   To fulfil delegated duties authorised by the Trustees in respect of the annual statutory audit and accounts process:

  1. i)   To approve the Letter of Engagement for the Statutory Audit
  2.                         ii)   To accept the Audit Management Letter

iii)   To approve the Annual Audited Accounts for ratification by the                         Trustees prior to sign-off by the Chairman

.       i)  To support and monitor the achievement of the Risk Management Policy goals and objectives:

  1. i) To maintain a Risk Register, including listing, assessment and scoring of identified risks, agreeing mitigating actions and monitoring their completion.
  2. ii) To report on the status of the Risk Register as a Standing item to the General Committee at least once per year, and more frequently if   necessary.

iii) To consider the resources needed in to complete mitigating activi-       ties and to support the CEO in applying to the General Committee for           additional resources should the need arise.

.       j)  To ensure that appropriate disaster recovery procedures are in place

.       k)  To review asset management procedures, including asset protection

  • 2 HR

.       a)  To work with the CEO to ensure that an appropriate staff structure is in place and suitably resourced to support both strategic objectives and daily activities

.       b)  To monitor processes for staff appraisal, development and performance review

.       c)  To ensure that there are processes in place to ensure the organisation is up to date with can act in compliance with current employment legislation

  • 3 IT

.           a)  To ensure that appropriate systems and resources are in place to                   support future strategic objectives as well as daily activities

.           b)  To ensure that appropriate system risk assessment is undertaken                  and risk management established

.           c)  To ensure that appropriate IT disaster recovery procedures are in                     place

.           d)  To consider investment proposals received for provision of IT systems                       which may be required to achieve the Garden’s objectives.

Appendix 3. C

Terms of Reference of the Remuneration Committee

(Version 1 Approved by Gen Com 22.6.2015)


The Committee should comprise of 3 Trustees, of whom at least one should be a member of the Finance, HR &IT Committee. The Chairman and Chief Executive Officer should be in attendance, except for discussion of matters personally related to the CEO.

Two Trustee members comprise a quorum.

The Committee can co-opt experts to advise the committee if necessary

Meetings shall be minuted and minutes submitted to the General Committee for approval, subject to confidentiality requirements for individual employees.

The committee will meet as and when required and at least once per year.

The Committee should:

  1. Determine the broad framework or policy for the remuneration of the Chief Executive and the senior staff of BBG.
  2. Determine the definition for payment and use of bonuses for all staff.
  3. Determine targets for any performance related pay schemes.
  4. Determine the policy for and scope of pension arrangements for all staff.
  5. Ensure the contractual terms on termination and any payments made are fair to the individual and the company and that failure is not rewarded.
  6. Within the terms of the agreed policy, determine the total individual remuneration package of each senior staff member including where applicable bonuses and incentive payments.
  7. Be aware of and take into account any major changes in statutory employee benefit structures.
  8. Agree the policy for authorising claims for expenses from the chief executive and the Chairman.
  9. Ensure that provisions regarding disclosure or remuneration, as set out in the Director’s Remuneration report Regulations 2002 are fulfilled.
  10. Report the frequency of and attendance by members at Remuneration Committee meetings in the annual report.
  11. These terms of reference should be reviewed and where necessary updated annually.

Appendix 3. D

Terms of Reference of the Horticulture Committee

(Version 1 Approved by Gen Com 22.6.2015)

  1. 1. 

a      The Committee will comprise the CEO, Senior Horticulturalists, Education Officer, Trustee for Horticulture and up to four non-BBGG members with expertise in some aspect of horticulture.

b      A quorum will be three members including the CEO.

  1. The committee will meet not less than three times per year.
  1. Purpose


a      To promote the continued improvement and development of the horticultural and botanical offer at BBG through provision of advice and recommendations to the CEO and Trustees.

b      To consider and advise the Trustees, CEO and Staff on horticultural matters pertaining to the BBG.

c      To support in the invitation, consideration and response to all suggestions from BBGG Staff and visitors for the improvement of horticulture and botany at BBG.

d      To advise in the selection and support of proposals which will enhance the BBG offer in the fields of horticulture, botany and education and support the CEO in submitting such proposals to Trustees.

e      To assist the CEO and Staff in the provision of the plant resources needed by the Education Department.

f       To contribute to the preparation of an annual report by the CEO on BBG horticultural performance and support its presentation to the AGM

g      To facilitate and support the building of partnerships between BBG and other horticultural organisations.

h      To keep minutes of meetings and present these to the Trustees at the following General Committee meeting.

Appendix 3. E

Terms of Reference of the Education Committee

(Version 1 Approved by Gen Com 22.6.2015)


  1. a) The committee should comprise a Trustee responsible for educational matters, the Education Officer, other teaching staff, representatives of the horticulture staff, representatives of collaborating educational organizations and the CEO
  2. b) One Trustee, the Education Officer and the CEO comprise a quorum
  3. c) Teaching and administrative representatives of collaborative educational organizations should normally be invited to attend.
  4. d) The committee should hold at least one meeting per year
  5. e) Minutes should be taken at each meeting and submitted to the Trustees for approval
  6. Purpose and responsibilities
  7. a) To advise and support the CEO and Education Officer in the development of an effective education programme within the BBG
  8. b) To advise and support the CEO in the optimisation of the education programme, to develop both outreach and income arising from the programme
  9. c) To report to the Trustees on education matters
  10. d) To prepare an annual report on the education programme, and present it to the AGM
  11. e) To advise and support the CEO with the development of partnerships with other organisations

Trustees elected as members of the committee should ideally have some professional educational background and be familiar with the education scene within the Birmingham area, covering as wide an age range as possible.

Appendix 3. F

Terms of Reference of the Operations Committee

(Version 1 Approved by Gen Com 22.6.2015)

  1. Purpose

The purpose of the committee is to support the Chief Executive in the delivery of the short-term objectives of BBG agreed by the Board of Trustees. In this context short term refers to the next three years.

The scope of the objectives covered by the committee will include all aspects of income generation i.e. visitors, members, the shop, Ampersand contract, education and donations; cost control and efficiency; small scale development expenditure on the gardens offer including horticulture; and maintenance expenditure to meet health and safety needs.

The committee’s role is as an advisory sub-committee of the Board of Trustees. It will recommend activity plans and supporting expenditure to the Board of Trustees for its approval and monitor the delivery of those plans on behalf of the Board.

  1. Membership

The Chair and members of the committee will be appointed by the Board of Trustees from its membership.

Including the Chair there will be five members of the committee. 

  1. Attendance

The Chief Executive will attend the meetings of the committee where practicable and will organise minute taking and the distribution of papers.

Other members of the Board of Trustees will be free to attend the meetings of the committee.

Members of staff and volunteers will be invited to committee meetings where their specific expertise can contribute to the work of the committee.

  1. Quorum

A minimum of three members must be present to achieve a quorum.

  1. Frequency of meetings

The subcommittee is expected to meet at least monthly, but more frequently if its members decide so.

  1. Remit and responsibilities of the committee

The committee will review plans prepared by the Chief Executive for the delivery of income targets specified in the annual budget and three year financial plan agreed by the Board of Trustees. The committee will work with the Chief Executive to ensure the delivery of the agreed targets, specifically:

  • Developing and implementing plans to maintain and increase visitor numbers including supporting marketing activity;
  • Developing and implementing plans to grow the number of members, including activities to connect with members and build their loyalty;
  • Manage the contract and interface with Ampersand to ensure the income targets are met;
  • Developing the shop to increase profit, including plans to improve visitor traffic through the store;
  • Develop plans for the short term development of the visitor offer, including horticulture, children’s entertainment etc. based initially on the work carried out by Vision XS;
  • Developing the education programme to ensure that related visitor numbers are maintained;
  • Managing short-term maintenance activity to ensure risks to health and safety are minimised;
  • Managing the interface with Friends and developing the volunteer programme to ensure continuing effectiveness of the recruitment, motivation and management of our volunteer team.
  • Developing and marketing a sponsorship and donations programme to increase income from that source.


In addition the committee will develop plans with the Chief Executive to increase knowledge of and insight into the motivations of our visitors and members

Appendix 3. G

Terms of Reference of the Development Committee

(Version 1 Approved by Gen Com 22.6.2015)

  1. a) The committee should comprise of at least 3 Trustees, of which at least one member should have a property related qualification or background, plus the CEO.
  1. b) The Committee can co-opt experts to advise the committee for a period of up to 12 months following an AGM. This co-option is renewable. Other expert assistance may be commissioned as necessary.
  1. c) Two Trustee members comprise a quorum
  1. d) The Chairman of BBG may attend by standing invitation but is not eligible to be a member of the committee. Other members of the staff may also be invited to attend when the need arises.
  1. e) The committee will meet as and when required and as a minimum, once per quarter or four times per year.
  1. f) Notes should be taken at each meeting and submitted to the Trustees for approval
  1. g) Oversight of the existing and new estate of BBG including:


  • Identification of the most cost effective and financially sustainable, appropriate, year-round activities and uses of all buildings and opportunities for our target markets to maximise income and minimise costs.
  • Responsibility for handling Landlord/Tenant relationships (Calthorpe; BMet)
  • Preparation with and without Extension Land in conjunction with the CEO and external consultants Development Options and plans for the redevelopment of BBG.
  • Acting as Client Representatives in connection with all consultants appointed to advise the Charity on Capital Project matters and report on the outcome of their work packages.
  • Capital Fundraising: raising the capital required for the Redevelopment Project

To successfully steer an application through HLF funding;

To identify and secure grants and financial support from other third parties; all in conjunction with the Finance and HR Committee

  • Preparation of an outline business plan to reflect all the above for development and refinement with the other working groups
  • To ensure that any new buildings and refits are energy efficient and environmental friendly and where possible, maximise use of existing buildings (eg Staff Room and Teulon Cottage)

New Estate

  • Negotiate terms for new land with Calthorpe including necessary access and parking rights and ability to develop a plant and garden nursery and/or whatever other facilities emerge as appropriate.

Generally all the above in close co-operation with the CEO who will provide the executive functions associated with each of the above terms of reference

Appendix 4

Division of Responsibilities and Role Descriptions

  1. Division Of Responsibilities between the Non Executive Trustees and the Executive

Trustees should scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance. They should satisfy themselves on the integrity of the financial information and that financial controls are systems of risk management are robust and defensible. They are responsible for determining appropriate levels of remuneration of executive directors and have a prime role in appointing and where necessary, removing executive directors, and in succession planning.

  1. Role of General Committee

The General Committee’s Terms of Reference are outlined in Appendix 3A.

  1. Role description – Trustee of Birmingham Botanical and Horticultural Society Ltd.

The role of a trustee is:

  • To ensure that the organisation complies with its governing document (i.e. its trust deed, constitution or memorandum and articles of association), charity law, company law and any other relevant legislation or regulations.
  • To ensure that the organisation pursues its objects as defined in its governing document.
  • To ensure that the organisation applies its resources exclusively in pursuance of its objects (ie the charity must not spend money on activities which are not included in its own objects, no matter how worthwhile or charitable those activities are).
  • To contribute actively to the board of trustees’ role in giving firm strategic direction to the organisation, setting overall policy, defining goals and setting targets and evaluating performance against agreed targets.
  • To safeguard the good name and values of the organisation.
  • To promote and support BBG’s fundraising activities
  • To ensure the effective and efficient administration of the organisation.
  • To ensure the financial stability of the organisation.
  • To protect and manage the property of the charity and to ensure the proper investment of the charity’s funds.
  • To appoint the chief executive officer and monitor his/her performance.

In addition to the above statutory duties, each trustee should use any specific skills, knowledge or experience they have to help the General Committee reach sound decisions. This may involve scrutinising board papers, leading discussions, focusing on key issues, providing advice and guidance on new initiatives, or other issues in which the trustee has special expertise.

Trustee person specification

  • a commitment to the organisation
  • a willingness to devote the necessary time and effort
  • strategic vision
  • good, independent judgement
  • an ability to think creatively
  • a willingness to speak their mind
  • an understanding and acceptance of the legal duties, responsibilities and liabilities of trusteeship
  • an ability to work effectively as a member of a team
  • Nolan’s seven principles of public life: selflessness, integrity, objectivity, accountability, openness, honesty and leadership.
  1. Role description – Chair of Birmingham Botanical and Horticultural Society Limited

In addition to the general responsibilities of a Trustee, the Chair will:

  • work closely with the Chief Executive to support him or her in achieving the aims of the charity and acting as the channel of communication between the trustees and staff.
  • plan the annual cycle of board meetings
  • set agendas for board meetings
  • Chair and facilitate board meetings
  • give direction to board policy-making
  • monitor that decisions taken at meetings are implemented
  • act as a figurehead of the charity, representing the organisation at functions and meetings, and act as a spokesperson as appropriate
  • sign cheques for amounts above those for which authority has been delegated to staff and sign legal documents.
  • ensure that he/she can give the necessary time commitment to the role and be available in case of emergencies
  • liaise with the chief executive to keep an overview of the organisation’s affairs and to provide support as appropriate
  • lead the process of appraising the performance of the Chief Executive
  • sit on appointment and disciplinary panels
  • liaise with the Chief Executive officer to develop the General Committee of Trustees
  • bring impartiality and objectivity to decision-making
  • facilitate change and addressing conflict within the General Committee and within the organisation, liaising with the chief executive to achieve this.

Chairperson specification

In addition to the person specification for a trustee demonstrate:

  • leadership skills
  • experience of committee work
  • tact and diplomacy
  • good communication and interpersonal skills
  • impartiality, fairness and the ability to respect confidences.
  • it would also be desirable for the chair to have knowledge of the type of work undertaken by the organisation and a wider involvement with the voluntary sector and other networks.
  1. Role description – Deputy Chair, Birmingham Botanical and Horticultural Society Ltd

In addition to the general responsibilities of a trustee, the role of the Deputy Chair is to

  • act for the Chair when the Chair is not available
  • undertake assignments at the request of the chair.
  • ensure familiarity with the work and role of the chair in order to assume their responsibility should a sudden absence occur and to ensure continuity.
  1. Role description – Company Secretary, Birmingham Botanical and Horticultural Society Ltd

In addition to the general responsibilities of a Trustee, the role of the Company Secretary is to:

  • ensure that the Birmingham Botanical and Horticultural Society Limited complies with the requirements of company law, including keeping the Register of Members, Register of Directors and Register of Charges up to date and notifying Companies House of any changes in trustees, preparing and filing the annual return and making sure that the company documents are kept safely.
  • ensure that Birmingham Botanical and Horticultural Society Limited complies with the requirements of the Charities Commission including completing the Annual Return
  • support the chair by ensuring the smooth functioning of the General Committee by ensuring delegated tasks are carried out, notably:
    • arrangements are made for meetings (booking the room, arranging for equipment and refreshments, organising facilities for those with special needs, etc.)
    • agendas and supporting papers are prepared and circulated in good time.
    • a check is made that a quorum is present
    • minutes of meetings are taken and draft minutes circulated to all trustees
    • ensuring that the minutes are signed by the Chair once they have been approved, forming the legal record of the board’s decisions
    • agendas and minutes of the Annual General Meeting and any special or extraordinary general meetings are circulated
  • sit on appraisal, recruitment and disciplinary panels as required.

Company Secretary – Person specification

In addition to the person specification for a trustee have:

  • organisational ability
  • knowledge or experience of business and committee procedures
  • legal and/or Company Secretarial knowledge
  • a preparedness to make unpopular recommendations to the General Committee
  • a willingness to be available to staff for advice and enquiries on an ad hoc basis
  1. Role description – Treasurer of Birmingham Botanical and Horticultural Society Limited

In addition to the general responsibilities of a Trustee, the overall role of the Treasurer is to maintain an overview of Birmingham Botanical and Horticultural Society Limited’s affairs, ensuring its financial viability and ensuring that proper financial records and procedures are maintained. More specifically, the role involves:

  • overseeing, approving and presenting budgets, accounts and financial statements
  • being assured that the financial resources of the organisation meet its present and future needs
  • ensuring that the charity has an appropriate reserves policy
  • the preparation and presentation of financial reports to the board
  • ensuring that appropriate accounting procedures and controls are in place
  • liaising with any paid staff and volunteers about financial matters
  • advising on the financial implications of the organisation’s strategic plans
  • ensuring that the charity has an appropriate investment policy
  • ensuring that there is no conflict between any investment held and the aims and objects of the charity
  • monitoring the organisation’s investment activity and ensuring its consistency with the organisation’s policies and legal responsibilities
  • ensuring the organisation’s compliance with legislation
  • ensuring that equipment and assets are adequately maintained and insured
  • ensuring that the accounts are prepared and disclosed in the form required by funders and the relevant statutory bodies, e.g. the Charity Commission and/or the Registrar of Companies
  • appointing/liaising with Auditors and ensuring that the accounts are audited and any recommendations are implemented
  • keeping the board informed about its financial duties and responsibilities
  • contributing to the fundraising strategy of the organisation
  • making a formal presentation of the accounts at the Annual General Meeting and drawing attention to important points in a coherent and easily understandable way
  • sitting on appraisal, recruitment and disciplinary panels as required.

Person specification – Treasurer

In addition to the person specification for a trustee have:

  • financial qualifications and experience
  • some experience of charity finance, fundraising and pension schemes
  • the skills to analyse proposals and examine their financial consequences
  • a preparedness to make unpopular recommendations to the board
  • a willingness to be available to staff for advice and enquiries on an ad hoc basis.
  1. Job Description Chief Executive
Role Title Chief Executive
Team Management
Reports to Chairman of Trustees
Date Issued/Revised April 2014


The CEO is responsible for ensuring that the Birmingham Botanical Gardens are run in accordance with agreed strategies, policies and financial objectives.


To be consistently effective in the management of product, people and profit for all divisions of Birmingham Botanical Gardens, and ensuring that operations are conducted in line with current procedures and guidelines.

This is a permanent post.


To report to the Chairman of Trustees

To be responsible for the Health and Safety of staff, volunteers and visitors.

To be responsible for the performance and operational delivery of all Staff and Volunteers

To act as an ambassador for the Gardens, working with the media.


To define and monitor the organisational procedures for Birmingham Botanical Gardens and the interfaces with external organisations

To ensure that income and profits are achieved across all areas in line with agreed business plans.

To ensure that all activities and systems are appropriate to provide maximum customer satisfaction and confidence in the quality of the Birmingham Botanical Gardens visitor experience.

To ensure that financial matters are conducted with probity and in line with current accounting regulations.

To lead, support and monitor continuous improvement activities. The basis shall be the long term objectives of the Birmingham Botanical Gardens.

To address feedback from customers, internal and external audits, staff, Trustees and from personal observation and to use such input to inform continuous improvement activities.

Business development – to ensure that the Birmingham Botanical Gardens activities keep abreast of new trends in the marketplace and attract and retain new visitors and income streams.

To ensure that income and profit budgets and strategic business plans are agreed with the Chairman. To direct and monitor the achievement of such plans with the senior team and staff.

To authorise capital expenditure requirements and, where necessary, seek approval from the Trustees through the Finance Committee.

To approve employee headcount and remuneration in line with the budget and forecasts as agreed with the Remuneration Committee.

To submit to the Trustees on the current business performance and forward strategic planning within the framework of regular target/actual discussions.

To support the senior team and relevant project managers in performance of their duties.

To determine the policies and practices which must be followed in order to ensure staff are competent to perform their duties and achieve the standards of performance required. To provide adequate training and effective communication systems in order to achieve staff participation and motivation.

To ensure that health and safety practices throughout the organisation are in accordance with the required standards and that all reasonable action is taken to protect employees and property.

To promote the public image of the Birmingham Botanical Gardens in the local business community and adopt a profile appropriate to an organisation of national standing through marketing and promotional activities.

To ensure that the Birmingham Botanical Gardens carries out UK statutory and legal obligations.


In addition to the activities listed above, the job holder is obliged to carry out those tasks by direction of the Chairman which are essentially appertaining to his activity or are necessary for operational reasons, or which may be specified as and when required to meet the needs of the Gardens


SIGNED (Job holder) ……………………………………………     Date ………………


SIGNED (Chairman) ……………………………………………..     Date……………….

The Birmingham Botanical and Horticultural Society is an equal opportunities employer.

Appendix 5

Trustee Code of Conduct

Organisational values

As a Trustee of The Birmingham Botanical and Horticultural Society Limited and subsidiaries I promise to abide by the fundamental values that underpin all the activity of this organisation. These are:


Everything The Birmingham Botanical and Horticultural Society Limited does will be able to stand the test of scrutiny by the public, the media, charity regulators, members, stakeholders, funders, Parliament and the courts.

Integrity and honesty

These will be the hallmarks of all conduct when dealing with colleagues within and equally when dealing with individuals and institutions outside it.


Birmingham Botanical and Horticultural Society Limited strives to maintain an atmosphere of openness throughout the organisation to promote confidence of the public, stakeholders, staff, charity regulators and Parliament.

Additionally, I agree to the following points:

Law, mission, policies

I will not break the law or go against charity regulations in any aspect of my role of trustee.

I will support the mission and consider myself its guardian.

I will abide by organisational policies.

Conflicts of interest

I will always strive to act in the best interests of the organisation.

I will declare any conflict of interest, or any circumstance that might be viewed by others as a conflict of interest, as soon as it arises.

I will submit to the judgment of the board and do as it requires regarding potential conflicts of interest.

Person to person

I will not break the law, go against charity regulations or act in disregard of organisational policies in my relationships with fellow trustees, staff, volunteers, members, service recipients, contractors or anyone I come into contact with in my role as trustee.

I will strive to establish respectful, collegial and courteous relationships with all I come into contact with in my role as trustee.

Protecting the organisation’s reputation

I will not speak as a trustee of this organisation to the media or in a public forum without the prior knowledge and approval of the Chief Executive or Chair.

When prior consent has not been obtained, I will inform the Chair or Chief Executive at once when I have spoken as a trustee of this organisation to the media or in a public forum.

When I am speaking as a trustee of this organisation, my comments will reflect current organisational policy even when these do not agree with my personal views.

When speaking as a private citizen I will strive to uphold the reputation of the organisation and those who work in it.

I will respect organisational, board and individual confidentiality.

I will take an active interest in the organisation’s public image, noting news articles, books, television programmes and the like about the organisation, about similar organisations or about important issues for the organisation.

Personal gain

I will not personally gain materially or financially from my role as trustee, nor will I permit others to do so as a result of my actions or negligence.

I will document expenses and seek reimbursement according to procedure.

I will not accept gifts or hospitality without prior consent of the Chair.

I will use organisational resources responsibly, when authorised, in accordance with procedure.

In the boardroom

I will strive to embody the principles of leadership in all my actions and live up to the trust placed in me by the BBG.

I will abide by board governance procedures and practices.

I will strive to attend all board meetings, giving apologies ahead of time to the Chair if unable to attend.

I will study the agenda and other information sent me in good time prior to the meeting and be prepared to debate and vote on agenda items during the meeting.

I will honour the authority of the Chair and respect his or her role as meeting leader.

I will engage in debate and voting in meetings according to procedure, maintaining a respectful attitude toward the opinions of others while making my voice heard.

I will accept a majority board vote on an issue as decisive and final.

I will maintain confidentiality about what goes on in the boardroom unless authorised by the Chair or board to speak of it.

Enhancing governance

I will participate in induction, training and development activities for trustees.

I will continually seek ways to improve board governance practice.

I will strive to identify good candidates for trusteeship and appoint new trustees on the basis of merit.

I will support the Chair in his/her efforts to improve his/her leadership skills.

I will support the chief executive in his/her executive role and, with my fellow board members, seek development opportunities for him/her.

Leaving the General Committee

I understand that substantial breach of any part of this code may result in my removal from the trustee board.

Should I resign from the board I will inform the Chair in advance in writing, stating my reasons for resigning. Additionally, I will participate in an exit interview.


Appendix 6


BBG – Trustee Skills Assessment Form


Name: Date
Skills/expertise/knowledge/qualification Y/N How would you contribute your skills, experience, or qualifications to the Board?
Board/Committee experience
Change management
Charity/voluntary organisation governance
Conflict resolution
Customer care
Enterprise/business development
Facilitation meetings
Income Generation
People Management
Project management
Relationship management

Skills/expertise/knowledge/qualification Y/N How would you contribute your skills, experience, or qualifications to the Board?
Service user/beneficiary of the organisation
Team development
Voluntary sector experience
Other  Specialist experience or qualification relevant to voluntary organisation e.g. Media campaigning, advice
Do you have a particular interest or reasons for being/wanting to be a trustee with BBG?










A diverse board is able to reflect and support the delivery of the mission of an organisation. Do you have a specific service user experience, social or family experience, background or general interests that will help us better support the goals of BBG?










Are there any areas of the work of the organisation you have a particular interest in and/or would like to become more involved in?












Appendix 7

Trustee Induction Policy

BBG New Trustee Induction Policy and Check List


The BBG Trustee Induction Policy is intended to ensure that a newly appointed Trustee has a clear understanding of the organisation and their role and responsibilities as a Trustee within it. The Induction process should be managed by the Chief Executive and completed within 6 weeks of the Trustee joining the organisation. It should enable the Trustee to play an effective part in the governance of the organisation.




  • Tour of premises and gardens
  • Introduction to other trustees
  • Introduction to staff members
  • Introduction to volunteers
  • Meetings on one to one basis as appropriate, with the Chair, the Chair of appropriate sub committees, the Chief Executive and the Finance Manager. These meetings, in conjunction with documentation provided, should enable the Trustee to understand:
    • The activities and services currently provided
    • The issues or challenges facing the organisation
    • The future direction of the organisation
    • How the organisation manages staff/volunteers
    • The involvement of the General Committee in running the organisation and in particular the division of tasks between the Executive and Trustees
    • The financial context and how to interpret the financial data in the form of the reports presented to the General Committee

Key Documents (*= access via Dropbox)


  • Governing documents – Memorandum and Articles of Association*
  • BBG Corporate Governance Policy*
  • Latest Annual Report and Accounts*
  • Minutes of recent General Committee meetings*
  • Minutes of recent General Sub Committee meetings as appropriate*
  • Copy of the Charity Commission’s ‘The Essential Trustee’
  • Copy of ‘Good Governance – a Code for the Voluntary Sector’ NCVO
  • Staff Handbook* – including key policies e.g. health and safety
  • History of the organisation – “An Oasis of Delight”
  • Organisational structure chart
  • Business and strategic plans
  • Newsletters, publicity material – see website
  • List of dates of forthcoming General and Sub committee meetings*
  • Names and contact details of other Trustees and key staff

Formal Introduction


At the first General Committee meeting of a new trustee, the chair should invite them to:


  • introduce themselves
  • say what their previous involvement with the organisation has been (if any)
  • say what skills and experience they bring to the organisation
  • say why they decided to join the committee.

Governance and Formal Documents to be completed/signed upon appointment


  • BBG Trustee Code of Conduct
  • DBS check
  • Money laundering for banking requirements (as appropriate)
  • Companies House Form
  • Registration of Interests Form

Internal Administrative Procedures


  • Access to Dropbox
  • Car registration details logged on system
  • Email address circulated internally
  • Newsletter announcement
  • Website update
  • Skills Audit update

Appendix 8


Risk Management Policy


Risk management is the process of making and carrying out decisions that will minimize the adverse effect of loss through accident, fraud, damage to reputation or other occurrences upon our company.


The risk management process is vital to the personal health and safety of employees and the safety of the public. It is vital to minimise unforeseen liabilities and to underpin our ability to pursue our goals, commence and operate activities, and to perform duties in an efficient and professional manner as required by statute and by the Charities Commission.


The Trustees and senior management of BBG have approved this Risk Management Policy in order to pursue our Risk Management goals and objectives which include:


1      Avoiding exposure to accidental financial loss by not undertaking functions, contracts, programs or activities where the potential loss is greater than the potential benefit to be derived from these undertakings, unless with prior agreement by the General Committee in the interests of fulfilling BBG’s charitable objectives.


2      Identifying loss exposures and implementing policies and procedures to reduce the risk of these losses occurring


3      Controlling losses that do occur by:

a      Assisting and supporting injured parties

b      Developing contingency plans for possible loss scenarios

c       Proper documentation and investigation of losses


4      Determining the most cost effective balance of different risk minimisation options


5      Raising the awareness of all Trustees, senior managers, employees, volunteers and other stakeholders concerning risk management within our organization.

These goals and objectives will be accomplished by:


  1. Establishing a Risk Register which lists, grades and monitors risks and the actions being taken to mitigate those risks and to achieve the goals and objectives.
  2. Devolving responsibility for maintaining the Risk Register to the Finance, HR & IT committee
  3. Electing a staff Risk Management Coordinator to support the CEO in undertaking agreed mitigation activity and achieving the goals and objectives
  4. Including risk management as an item for discussion at every staff meeting
  5. Including risk management as an Standing Item on the Agenda of least one General Committee meeting per year, and at additional meetings as required.
  6. Encouraging all Trustees, staff, volunteers and other stakeholders to be aware of risks and to bring to the attention of the CEO any additional risks or changes in level of existing risks which may be identified.


Cooperation is needed, and expected, from all Trustees, management and staff. Only by working as a team with common goals and objectives can we ensure the success of this Risk Management Policy.


Appendix 9


Terms of Reference re: Appointment of Professional Advisors


These terms will apply to appointments with fees in excess of £5,000 per annum.

Before making an appointment the Trustees’ Committee should appoint at least three of its Non-Executive members with relevant experience one of whom should be the Chairman, as an Appointment Committee. Any Trustee who declares an interest should not be included. The Chief Executive will also be a member of the Committee.

The specification of the outcomes to be achieved by the Consultant will be agreed by the Trustees’ Committee.

The Appointment Committee shall interview those candidates identified as having appropriate experience and make a recommendation of its findings to the Trustees’ Committee having taken into consideration of the following:

  • The experience and qualifications of the applicants including relevant Directors and any staff who may be assigned to the contract.
  • The range of services offered
  • The applicant’s customer list and referees.
  • Details of how the service will be delivered and the standards of service
  • Any areas of added value offered
  • The timetable of the proposed contract.
  • Any resource input required from BBG staff
  • Details of professional fees and other disbursements.
  • Extent of professional indemnity insurance when appropriate.
  • Terms of confidentiality agreement

NB: Any appointments over £2,500 per annum should be reported to the Finance Committee.

Appendix 10


Whistleblowing Procedure


The aim of this procedure is to encourage you to raise any genuine concerns you might have about certain wrongdoings within the company without fear of reprisal, to provide you with guidance on how to raise those concerns and to enable us to investigate such concerns and deal with them appropriately.


This procedure applies to all employees, apprentices, workers and anyone else who has a contract to carry out work for us personally. It does not apply to genuinely self-employed workers who run a profession or business on their own account.


You should not use this procedure for complaints relating to your own circumstances, such as the way you have been treated at work. In those cases, you should use the Grievance Procedure or the Bullying and Harassment Procedure as appropriate. This procedure is for making a disclosure of wrongdoing or malpractice where you reasonably think that disclosure is in the public interest. If you are uncertain whether or not something is within the scope of this policy, you should seek advice from HR.

Types of wrongdoing addressed by this procedure

If you genuinely believe that we, or any of our workers, has taken, is intending to take or has failed to take action that you reasonably believe could lead or amount to:

  • a criminal offence including bribery;
  • a failure to comply with any legal obligations;
  • a miscarriage of justice;
  • danger to the health and safety of any individual;
  • damage to the environment, or
  • the deliberate concealment of information concerning any of the matters listed above

You should disclose this information verbally or in writing to HR. If you make such a disclosure, you should provide full details and, where possible, supporting evidence.

Any concerns covered by this procedure should be raised with the company to allow us the chance to deal with them. You should not bypass this procedure and air concerns externally, other than in exceptional circumstances, for example if you have good reason to believe that evidence would be destroyed. Remember also that social media sites such as YouTube and Facebook are public rather than private spaces, and they are not the appropriate channel for raising concerns.

Investigating allegations of wrongdoing

If you disclose information in accordance with this procedure, wherever reasonably practicable we will keep your identity confidential.

We will investigate your allegation promptly. During the course of our investigation we may require your assistance. We discourage anonymous disclosures as they are likely to hinder effective investigation.

We will aim to keep you informed of the progress of the investigation and its likely timescale. However, sometimes the need for confidentiality may prevent us giving you specific details of the investigation or any disciplinary action taken as a result. You should treat information about the investigation as confidential.

While we cannot always guarantee the outcome you are seeking, we will try to deal with your concern fairly and in an appropriate way. By using this policy you can help us to achieve this.

If you are not happy with the way in which your concern has been handled, you can raise it with the Chief Executive.

We will inform you of the outcome of the investigation as soon as practicable. We will take whatever action we consider to be appropriate.

Action we may take

No action will be taken against anyone who raises a genuine concern in accordance with this procedure.

We may take appropriate action against any person found to be:

  • victimising another person for using this procedure (please tell the Chief Executive or the Chair if you think you have been victimised, or raise it formally under the grievance procedure if the matter is not remedied);
  • deterring any person from reporting genuine concerns under this procedure (please tell the Chief Executive or the Chair if you think you have been deterred, and raise it formally under the grievance procedure if the matter is not remedied).

For employees this action may involve us taking disciplinary action, which may result in dismissal.

We may also take disciplinary action against a person who does not act in accordance with this procedure.

Status of this procedure

This procedure does not give contractual rights to individual employees, workers or contractors. The company reserves the right to alter any of its terms at any time although we will notify you in writing of any changes.