NRW Board - Terms of reference

Terms of Reference agreed: November 2023
Next review date: November 2024

Purpose

The role of the Natural Resources Wales (NRW) Board is to:

establish the vision and strategic direction of NRW and maintain strategic oversight;
provide effective strategic leadership; defining and approving strategic direction and setting challenging objectives;
promote high standards of public finance, upholding the principles of regularity, propriety and value for money;
ensure that NRW’s activities are conducted efficiently and effectively; and
oversee and monitor top-level performance to ensure that NRW fully meets its vision, mission, wellbeing objectives, values and the aligned performance framework.

The Board must ensure that effective arrangements are in place to provide assurance on risk management, governance and internal control. It must establish an Audit and Risk Assurance Committee chaired by a non-executive member (but not the Chair) to provide it with independent advice. The Board is also expected to assure itself of the effectiveness of internal control and risk management systems.

Scope

The Board is responsible for defining and approving the long-term vision and strategy for NRW to meet its responsibilities and duties under the Natural Resources Body for Wales (functions) Order 2013, Wellbeing of Future Generations (Wales) Act 2015, Environment (Wales) Act 2016 and all other relevant legislation.

Members of the Board are collectively responsible for ensuring that in the exercise of its functions NRW has due regard to the nature and climate emergencies, the minimisation of pollution, and to pursuing and promoting the sustainable management of natural resources, ensuring the principles of sustainable management of natural resources are applied, so far as is possible within its powers.

Responsibilities

The responsibilities of the Board include to:

Establish the vision, mission and well-being objectives of NRW consistent with its overall purpose and within the context of the Welsh Government’s strategic aims and the policy and resources framework determined by the Minister;
Ensure that NRW operates within its statutory and delegated authority, and that it discharges its statutory duties under the relevant Acts, other Statutory obligations and the Framework Document;
Promote high standards of public finance, upholding the principles of regularity, propriety and value for money. In particular, instructions must not be given to the Chief Executive which conflict with their duties as NRW's Accountable Officer;
Demonstrate high standards of corporate governance and integrity, and ensure that effective arrangements are in place to provide assurance on risk management, effective internal control and good record keeping;
Demonstrate NRW’s values in all endeavours, individually and collectively, modelling consistency of behaviours across the organisation;
Appoint, with the prior approval of the Minister, a Chief Executive; and
Hold the Chief Executive to account for performance and delivery against strategic and business plan priorities, objectives and budgets.

Board reserved matters

The matters set out in the table below are reserved to the Board.

Governance and control:

review and approve the Board’s overall corporate governance arrangements;
approve substantive amendments to the Board’s reserved matters;
approve terms of reference of the Board’s committees, sub-committees, or working groups;
approve Board minutes;
approve Board and Committee schedules of meetings;
approve delegation of any of the Board powers to the Chief Executive;
approve the schemes of financial and non-financial delegation, covering delegation to appropriate role holders;
approve the Framework Document with the Welsh Government, or successor documents;
approve the strategy and principles for management of risk

Appointments:

appoint and dissolve Board Committees, sub-Committees, forums, working groups, and their Chairs;
appoint and terminate the appointment of the Chief Executive, subject to the consent of the Welsh Government Minister responsible;
appoint Investigating and Inquiry Leads.

Strategy, Business Plan and budget:

approve (including varying) Corporate Plan and other functional Strategies and Plans, subject to approval by the Welsh Government;
approve the annual Business Plan and annual budget, prior to submission to Welsh Government;
approve NRW’s strategic indicators aligned with the well-being objectives;
ensure the statement of accounts complies with any directions given by the Minister, Auditor General, and good practice;
approve and present NRW’s annual report and accounts to the Auditor General for Wales, the Minister, and the National Assembly for Wales.

Operational decisions:

approve the policy content of corporate, strategic, documents that relate to NRW’s strategy, purpose, and long-term vision;
approve the scheme of charges;
approve major organisational developments and changes to the organisation.

The Board retains oversight of all responsibilities delegated to the Board Committees.

There may occasionally be a need to consider items between meetings on the Board’s behalf in order to expedite urgent business or in the event of a major incident. If the need for urgent consideration of major and/or controversial items arises, the Board will normally delegate the matter to a specially convened Urgency Committee consisting of its Chair and two further Board members. If an item arises that is not major or controversial but is time critical, the Chair may use their discretion on whether to take Chair’s action, advised if appropriate by the Board Secretary.

Where Chair's action on time critical items does take place, it will be considered appropriate (where possible) that the Chair seeks the views of members by email before taking their decision. All decisions taken by the Urgency Committee and/or Chair’s action should be clearly reported to the Board as soon as possible and recorded in the minutes of its next meeting for information.

These terms of reference do not preclude the Chair or the Board deciding other matters, non-reserved, should they come to the Board for discussion or decision.

The Board will normally conduct an annual effectiveness review. This should include a self-review led by the Chair, including feedback from members of the Board, any lessons learned and potential improvements. The Board should consider commissioning an independent external review of effectiveness approximately once every three years.

The terms of reference will be reviewed annually, to ensure they are fit for purpose and functionally effective.

A record of each annual review of effectiveness and terms of reference will be made. Any recommendations for material change will be brought to the attention of the Board for approval.

Meetings

The Board will usually meet six times a year. Discussions will be held in public unless they are considered exempt based on the criteria approved by the Board. Interim Board updates will be held during the intervening months.

A meeting will be quorate for a particular agenda item if a majority of Board members are present for the whole of the item(s), and as long as the majority of those present are non-executive Board members. Deputies are not permitted.

For the purpose of determining whether a quorum is present, a Board member may be counted in the quorum if they are able to participate in the proceedings of the meeting, including by remote means (e.g. telephone or other digital link) and remain so available throughout the discussion and decision for each item for which they are counted as part of the quorum.

Board members must declare any potential conflict of interest at the relevant meeting, even if already recorded in the published register of Interest. Any such declaration will be recorded in the minutes of the meeting.

Subject to their declarations of interest (the Chair may ask a Board Member to withdraw from the discussion and/or abstain from voting if they feel that the potential for conflict of interest merits it), each Board Member shall have the right to vote in any debate and to have their views recorded in the minutes.

In the event of no majority decision, the Chair of the Board shall have a second or casting vote, whether or not they previously voted on the matter.

Board Members should not act as “representatives” of any specific sector. Subject to the conflict of Interest rules, Board Members are expected to make use of their wider experience, contributing fully to Board consideration of such issues, whilst making decisions collectively, based on the evidence and relevant criteria, in pursuit of the fulfilment of NRW’s objectives.

Board Members are expected to observe appropriate confidentiality and discretion in the conduct of matters of the Board and handling/safe-keeping of information and documents, in particular, in relation to any personal, proprietary, or commercial information.

The Board may, without setting any precedent, invite other officials, individuals or representatives of other organisations to attend all, or part of, its meetings. Attendees who are not members of the Board will not be entitled to vote.

Administration

The Secretariat will provide the service support for the Board. This includes arranging meetings, preparing agendas and papers, collating documents, communicating with Board members, taking minutes, circulating minutes and any relevant follow up or action points, and filing Board documents in the Document Management System to ensure a formal record is kept.

Agenda items will be agreed in advance with the Chair, and agendas and papers will be circulated one week (seven days) in advance of meetings. Executive Team members will sponsor and introduce agenda items put forward by their Directorate / sponsored business groups.

The Board will maintain a ‘forward look’ of standing items, which will be reviewed at each meeting and maintained by the Secretariat. Additional agenda items will be collated by the Secretariat and planned through the forward look and agreed with the Chair in advance. Items will be supported with written papers and/or oral presentations. Unless authorised by the Chair, late papers will not be circulated, and the item will be removed from the agenda.

Minutes will be taken of the meetings of the Board. This will include a record of decisions and reasons for decisions, and actions, together with a compiled action log to be maintained by the Secretariat and reviewed at each meeting. Draft minutes of the meeting and agreed action points will be agreed by the Chair and circulated within 10 working days of the meeting, with final minutes being circulated within 20 working days. Actions will be closed when the Board has seen sufficient evidence of completion or that the action has become absorbed into business as usual.

Previous minutes and action logs will be reviewed at each meeting. Minutes will be confirmed at the following meeting.

Papers and minutes from the non-confidential Board items will be translated and published on the NRW website.

Membership

The Chair, the Deputy Chair and Board Members are appointed by the Welsh Ministers. Article 3 paragraph 2 of the Schedule to the NRW (Establishment) Order 2012 specifies that there should be no fewer than five nor more than 11 non-executive members in addition to the Chair.

The appointments are made in accordance with the Commissioner for Public Appointments’ Code of Practice for Ministerial appointments to public bodies. The length of each appointment is determined by Welsh Ministers in the appointment letter. In accordance with the Code, no individual will serve in any one post for more than 10 years.

The Establishment Order specifies that the Chief Executive must be a member of the Board. The Board can choose to appoint up to four further NRW employees (referred to in the Establishment Order as “executive members”).

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