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Governance – an unofficial aide mémoire
- an unofficial aide mémoire Subject to change following amendments to be considered at the EGM on 24th November 2022
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INTRODUCTION
This note is provided on the direction of the Trustees as an aide mémoire of the governance of the Trust. It should not be considered an authoritative document, although, it is hoped that it will provide a helpful ready reference.
OVERVIEW
The ‘Nuffield Farming Scholarships Trust’ (NFST) is a registered charity (No. 1098519) and a company limited by guarantee (No. 04787639). All its activities are governed by the Memorandum and Articles of Association dated 4th June 2003 as amended by special resolution dated 21st November 2014. The Trustee Board controls the Trust and is responsible for overseeing its activities on behalf of the Members to whom it reports at general meetings, with an annual general meeting being held annually. The Trustee Board must meet at least twice a year and has terms of reference to cover its activities and those of its three sub-committees: the NFST Finance, Communications and Nominations Committees. The Trust is promoted and fostered by a network of countrywide regional and study groups.
MEMORANDUM AND ARTICLES OF ASSOCIATION
The Memorandum is the document which governs the relationship between the company and the outside world and sets out, in particular, the core objects of the Trust, eligibility for a scholarship, and the powers which may be exercised to promote its objects. The Articles describe how the Trust is run, governed and owned. These: define membership; set out how general meetings will be run; describe the organisation, proceedings and powers of the Trustee Board; set the parameters for the Selection Committee and scholars’ obligations; and outline the administration of the Trust. The full Memorandum and Articles of Association are available from the NFST Office.
OBJECTS
All activities of the Trust must be towards promotion of its Objects which are: “…to promote agricultural, horticultural, forestry and countryside management education in the United Kingdom and abroad and to advance the standard of farming (including the food supply chain, horticulture, forestry and countryside management and associated topics) in the United Kingdom by the provision of Scholarships to [eligible] persons to enable them to study the practices and techniques employed anywhere in the world.”
MEMBERS
A Member of the Trust is a Nuffield Scholar, an Honorary Nuffield Scholar or a Recognised Sponsor/Sponsor’s Representative who pays at least the qualifying subscription or sponsorship as approved by the Trustees.
TRUSTEE BOARD
The Trustee Board is formed by 6 – 13 elected individuals of whom at least 75% must be Nuffield Scholars. Each year one quarter of Trustees retire (excluding Chair and Vice Chair) as at the AGM and are eligible for re-election
until they have served for six years, excluding any period served as a Returning Scholar Trustee.
Presently (as at November 2022) the Trustee Board is formed by: 10 Nuffield Scholars; 2 Returning Scholar Trustees representing the most recently completed year groups(2018 and 2019), and 1 External Trustee. The 11 Nuffield Scholars and External Trustees are elected/ re-elected at the AGM, the Returning Scholar Trustees are initially elected by their year groups and formally confirmed at the AGM. The Chair and Vice Chair each serve for two years in that office unless the AGM decides that there are exceptional circumstances which justify one additional year. Their retirement in accordance with the six year rule is postponed whilst in office.
The Trustee Board has the powers to:
• appoint additional Trustees up to the maximum of 13 until the next AGM; • appoint and remove the Director; • nominate the Chair and Vice Chair from the
Nuffield Scholars on the Board; • recommend Trustee Board Members for re-election.
and make other administrative arrangements including forming sub-committees, making standing orders, rules, procedures and arrangements to promote the good governance of the Trust and its wider success. The Trustee Board currently meets four times each year.
SELECTION COMMITTEE
The Selection Committee consists of the Chair and Vice Chair of the Trust and three others decided by the Trustees. Currently, the others consist of two external and one Nuffield Scholar members and their appointment is endorsed at the AGM. Members serve for a maximum of two terms of three years. Applications for scholarships are submitted electronically by 31st July each year. The Selection Committee meets to shortlist applicants for interview in October. Before their interview it is normal for the applicants to have the opportunity to meet with representatives of their Country or Regional Group as coordinated by the Alumni Officer.
SUB-COMMITTEES
The Trustee Board has currently established three committees /sub-committees: • Communications Committee. To consider all matters relating to communication with scholars and to the world outside the Trust on the work and purpose of the Trust to enhance its performance and reputation, and to advise and make recommendations to the Trustee Board. It currently meets four times each year before the corresponding
Trustee Board meeting. • Finance Committee. To advise the Trustee
Board on matters relating to finance and financial procedures. It regularly reviews financial policy, reserves and investment policies, monitors in year financial progress and recommends an annual budget. It currently meets four times each year before the corresponding Trustee Board meeting and is led by the Vice Chair.
• Nominations Committee. To propose nominations to the Trustee Board of those to be recommended to the AGM to fill vacancies or appointments on the Trustee
Board. It is currently formed by the Chair,
Vice Chair and Chair of the Communications
Committee and meets once each year prior to the AGM.
