SOAS University of London

SOAS Standing Orders XXIII: Membership of the Board of Trustees

XXIII Membership of the Board of Trustees

1. Terms of Holding Office

The Charter provides guidance on the terms of office for Members of the Board of Trustees;

2. Criteria for Selecting Lay Members of the Board of Trustees

Members of the Board of Trustees must conform to the general principles set out by the Committee on Standards in Public Life.  These comprise:

Selflessness - holders of public office should take decisions solely in terms of the public interest.  They should not do so in order to gain financial or other material benefits for themselves, their families or their friends.

Integrity - holders of public office should not place themselves under financial or other obligation to outside individuals or organisations which might influence them in the performance of their official duties.

Objectivity - in carrying out public business, including making public appointments, awarding contracts or recommending individuals for rewards and benefits, holders of public office should make choices on merit.

Accountability - holders of public office are accountable for their decisions and actions to the public and must submit themselves to whatever scrutiny is appropriate to their office.

Openness - holders of public office should be as open as possible about all the decisions and actions that they take. They should give reasons for their decisions and restrict information only when the wider public interest clearly demands.

Honesty - holders of public office have a duty to declare any private interests relating to their public duties and take steps to resolve any conflicts arising in a way that protects the public interest.

Leadership - holders of public office should promote and support these principles by leadership and example.

In addition to being able to meet the requirements of the Seven Principles of Public Life, members of the Board of Trustees should have the necessary attributes to be able to participate in the proper conduct of public business.  The Board of Trustees is entrusted with funds, both public and private, and has a particular duty to observe high standards of corporate governance.

Trustees should be able to:

• participate in strategic planning, which includes considering and approving the School's Strategic Plan, which sets the academic aims and objectives of the School and identifies the financial, physical and human resource strategies necessary to achieve these objectives;

• monitor the performance of the School and that of individual key office holders;

• understand the complexities which govern institutions of higher education and their management;

• assist in the achievement of institutional goals.

3. Selection Process

The Governance & Nominations Committee will make nominations to the Board of Trustees to fill any lay vacancy as and when it arises.  In determining who shall be nominated the Committee will take account of:

i) Section 2 above;

ii) The School's commitment to equal opportunities.

4. Removal from Office

Under exceptional circumstances the Board of Trustees may decide to ask members to step down before the end of their term of office. If required a panel of two Trustees and an external member, chaired by the Chair or Vice-Chair, will be convened to review the matter and make a recommendation to the Governance & Nominations Committee and then to the Board of Trustees. This would normally occur when:

i) a serious conflict of interest occurs;

ii) a member is unable to reasonably carry out his/her duties.

iii) the conduct of a member is not in accordance with the criteria in section 2 of this Standing Order or is inconsistent, to a significant extent with the School's own policies and procedures such as the Respect at SOAS Policy.

With regard to ii) above, Governance & Nominations Committee will normally review all members' attendance at meetings.  Anyone who fails to attend more than a third of normally scheduled meetings over a two year rolling period, may be asked to stand down.

Where a member is asked to step down but refuses or does not respond to the request then the Governance & Nominations Committee will review the matter and, when necessary, make a recommendation for termination of their membership to the Board of Trustees.