Governance

Arc Director (Trustee) on the Board of Directors – Role Description

Overview

At Arc we have responsibilities both as a Director of a company and as a charity trustee.

Anyone who is a company Director will be registered as such at Companies House and has certain duties under companies’ legislation. A trustee is someone who holds legal duties for and assets in trust for another person or legal entity such as a charity.

At Arc we call ourselves Directors but we are also trustees because Arc is a registered charity and company limited by guarantee.

The collective name for Directors, and the body that governs an organisation like ours, is called a Board.

A Board and its meetings is always formal, even when meetings and relationships have a measure of ease and informality like we do at Arc.

A Board holds collective responsibility and decision making powers, meaning that no one trustee can make major decisions on behalf of the organisation unless they have been given explicit delegated authority to do so for a specific decision or task or through delegated authority detailed in a role description or terms of reference.

Responsibilities as Directors (as Trustees), you will:

• Act as a single body. This means collective responsibility and decision making as a Board
• Ensure the organisation has a clear strategy and set of goals that align to its vision, values and charitable objects as outlined in its government documents. The governing document for Arc is called the Memorandum and Articles of Association and these goals are called the organisation’s ‘objects’.
• Keep a check on the organisation’s finances and activities.
• Appoint and support the head of staff i.e. Chief Executive, who has responsibility as senior manager of the overall organisation.
• Delegate authority for day to day activities to appropriate staff and/or volunteers.
• Take overall legal responsibility for the organisation’s work.
• Act in the interests of the organisation, declaring, avoiding and managing any conflict of interest.

Essential duties of a Director (Trustee):

• Ensure that Arc complies with its governing documents (its Memorandum and Articles of Association), charity law, company law and any other relevant legislation or regulations.
• Ensure that Arc pursues its objects as defined in its governing document.
• Ensure Arc applies its resources exclusively in pursuance of its objects. For example, it must not spend money on activities which are not included in the objects.
• Contribute actively to the Board of Directors.
• Give strategic direction, set overall policy, define goals, set targets, and evaluate performance against agreed targets and work collaboratively with staff to do this.
• Safeguard the good name and values of Arc.
• Ensure the financial stability and compliant management of Arc.

In addition to the above statutory duties, each Director should use any specific skills, knowledge or experience they have to help the Board reach informed decisions. This may involve leading discussions, identifying key issues, providing advice and guidance on new initiatives, and evaluating or offering advice on other areas in which the trustee has particular expertise.

Qualities and skills required of Directors

Each Director must have:

• Commitment to the mission of Arc
• Willingness to meet the minimum time requirement (approx. 3-6 hours a month)
• Integrity and a sense of responsibility and honesty
• Ability to think strategically and consider relevant operating, financial and legal factors.
• Independent judgement and ability to think creatively and critically
• A willingness to speak their mind and constructively ask questions and challenge
• An understanding and acceptance of the legal duties, responsibilities and liabilities of trusteeship
• An ability to work effectively as a member of a team and make collective decisions in the best interest of Arc
• Experience of formal meetings and the time, ability and willingness to participate in the wider work of the Board, both in and out of meetings
• Strong communication and listening skills, with the ability to contribute in a collaborative and constructive manner
• To be considerate and respectful of others involved in Arc, including staff, other volunteers and participants in Arc’s services
• Basic IT skills in word processing and using emails

You must be 18 years old or older.

What you will gain:

• The opportunity to work with people totally committed to the success of Arc as a charity and it’s aims and objects, it’s mission statement and public benefit.
• Participation in formal meetings, strategic leadership and working collaboratively.
• Opportunity to learn about Arc’s work and other roles in the organisation.
• Experience in an arts and health organisation.
• Support from Arc’s committed team of professionals and the Chair / Vice-Chair.
• Strategic planning and leadership skills

Time Requirements:

• Meetings are held at least six times a year, bi-monthly and are two hours long, usually scheduled on Thursday evenings from 6pm at the Arc Centre.
• The Board meeting dates for the year are set in advance, and can change, subject to everyone’s agreement.
• The AGM is annual and also falls on a Thursday in September.
• The time commitment outside of meetings will vary but meeting papers and other Board business are sent out via email and responses from Board members and preparation for meetings is expected as part of this role.
• As a minimum, this is likely to be about 3 hours a month.

If new Directors also wish to join one of the three Sub-committee meetings, which are scheduled in the weeks before a Board meeting in the evening for an hour and a half, then there will be more of a time commitment. 

The Sub-committees are:

• Sub-committee 1: Finance, (including Funding and Risks)
• Sub-committee 2: Personnel, Policy and Quality

The time before meetings is also an ideal opportunity to discuss matters with other Directors. 

As volunteers, many of the existing Directors also work or have other commitments, so a degree of flexibility in meeting and communication is accommodated for with this type of role.

Effective Boards

• Build consensus – Understanding the purpose and outcome of any discussion or proposal and add comments or ask questions with this in mind, so that this informs discussions and highlights where there might be sticking points and where there is a building of consensus for collective decision making.

• Feedback – Feedback should be timely, about behaviour and what can change and add value to the person receiving it. It can also be about setting expectations and boundaries and working through disagreement and conflict when it is about giving and receiving feedback in turn.

  Receiving feedback includes listening to understand, reflection and openness to learn and be held accountable as a senior leader for Arc.

• Critical thinking – Analyse facts, listen to different perspectives and think things through, balancing reason and emotion. The ability to assess sources of information and recognise if they provide enough detail to make an informed decision or draw conclusions. That we individually and collectively as a Board recognise the limits of own expertise and seek out and listen to different perspectives.

• Asking questions – Ask reflective and informed questions. The ability to focus and absorb information in written and verbal form in order to ask informed and curious questions that will add another perspective, draws out answers from others or provides scrutiny appropriate to the topic being discussed and role of a Board.
• Leadership – Demonstrating through words and deeds that as a senior leader we serve the needs of the organisation and legal governance, first. Role model inclusive behaviours, support in setting vision and upholding core values and showing restraint and emotional intelligence in interactions and discussions.

Staying engaged, networked and visible in our roles and work as Directors and senior leaders.

Being strategic in our thinking but relational in our actions. Through collaboration with staff and others to build understanding around where are we now and drive actions and vision for where we need to be.

Apply scrutiny and skill in how we manage strategic planning and action and in how this might impact on our resources, legal responsibilities and overall mission.

These are aspirational and an ideal, rather than what always happens in practices but as Directors each of us plays an important role in Board effectiveness and culture.

Summarised this can be as simple as:

• Seek to understand, listen to different perspectives and always be ready to have something to say that relates to the purpose of the discussion or proposal.
• Ask informed questions, to the level of detail that is helpful and appropriate.
• Strive for individual and collective leadership, responsibility and accountability
• Relate to other Directors and staff respectfully and exercise Board business with due care, skill and levels of active participation