Independent (External) Governor

Fairfield School of Business is a community-focused higher education provider committed to unlocking the transformative benefits of education and training for those who may benefit from it, but for whom university study is not a practical option. We are an OfS-registered organisation and as such are fully committed to public interest governance and committee effectiveness.

We are seeking individuals from the business and management sector who are interested in becoming an Independent (External) Member of our Board of Governors. We are particularly interested to hear from candidates with senior executive and/or non-executive experience in medium sized organisations and/or the private education sector. Bringing knowledge and experience in audit or legal would be helpful but is not essential.

Our Governors contribute at the highest levels, utilising their professional expertise to support, question, and advise the senior leadership of FSB on matters of fundamental concern to its sustainability and success. Governors would also use the benefit of their personal and professional networks to keep FSB well appraised of the political and regulatory environment that providers like FSB operate within.

As a Governor of FSB, you will be a person of good character who is passionate about the mission of education and government's widening access and participation agenda for higher education. You will be expected to attend and contribute to meetings of the FSB Board and at least one Board Subcommittee which requires the presence of an external member.

The board meets four times per year and Governors also have the opportunity to engage with our students and staff and be part of some of the exciting events in our academic calendar.

Role

The role of Independent (External) Governor is to support and enhance good governance in the operation of the FSB Board and its sub-committees. The role is necessary for assuring that FSB governs its affairs in the public interest and with due regard for the core tenets of the Independent HE Code.

Independent Governors shall be subject to the same rules of participation and tenure as Executive Governors, which are set out in FSB's Articles and committee terms.

Duties

The duties of the Independent Governor are fundamentally the same as those of an Executive Governor, namely:

1. To partake in discussions relating to matters of fundamental concern to the sustainability of FSB and the success of its education mission. This includes matters of academic governance, compliance and regulation, commercial operations and the wellbeing of FSB's community.
2. To use their best judgement and the benefit of their experience to support the work of the Board and its Chair.
3. To prepare and submit any materials requested by the FSB Board or its Chair prior to meetings of the FSB Board, in such a manner as requested by the Chair.
4. To attend in person in accordance with the terms of reference for the FSB Board, or to provide to the Chair, in such a manner as requested, their contribution to the Board's business if they cannot attend.
5. To exemplify the Nolan Principles of Public life in all of their work as a Governor of FSB and their dealings with the company, namely: selflessness, integrity, objectivity, accountability, openness, honesty and leadership.
6. To recuse themselves from any business where there may be a conflict of interest.
7. To effectively reconcile the commercial interests of FSB with the legitimate interests of FSB's students/learners and the general public interest.
8. To promote the work of FSB in the wider community and where requested, represent the FSB at external events, subject to appropriate briefings from FSB's management to support this activity.
9. To undertake such other duties as may, from time-to-time, be assigned by the Board to the Independent Governor.

In addition to the above, there is an expectation that the Independent Governor will exert more rigorous challenge to assurances provided by the executive members so as to safeguard public funds.

The qualities of an FSB Governor (Person specification)

A governor of FSB (whether executive, independent or coopted) shall be:

1. A fit and proper person in accordance with the definition within the OfS' Regulatory Framework; by which we mean a person who:
1. Is of good character.
2. Has the qualification, competence, skills and experience that are necessary for their role.
3. Is able by reason of their health, after reasonable adjustments are made, to properly perform the tasks of the office or position for which they are appointed.
4. Has not been responsible for, been privy to, contributed to, or facilitated any serious misconduct or mismanagement (whether unlawful or not) in their employment or in the conduct of any entity with which they are of have been associated.
5. A person with a proven record of competence, achievement and good standing in their professional and/or academic fields.
6. Experienced in operating at a strategic level or setting strategy and future direction of a business or enterprise.
7. Interest in, and committed to higher education, equality and inclusivity, and widening participation.
8. Cognisant of the roles of governance and organisational delivery.

Available four times annually when the Governing Body is scheduled to meet and on at least one other occasion to attend any Board subcommittee of which they are also a member.

Appointment and Tenure

The approval appointment (and removal) of all Governors is the responsibility of the Nominations Committee of the FSB Board.

Governors are appointed for an initial period of three years. Appointments may be renewed at the end of the first period of office, subject to satisfactory appraisal by the Chair of the Board of Governors.

Induction

Independent Governors will receive an induction to FSB which highlights its mission, values, culture and corporate configuration, and which sets out the responsibilities and expectations placed on governors.

Remuneration

Due to the statutory and commercial workload inherent to the role, independent Governors will usually be remunerated and will be appraised in the context of that remuneration.

Reasonable expenses (such as travel and accommodation) will also be considered by the Board in accordance with the company's policy for approval.