CQI Board Terms of Reference
Document Number CQI0076
Version and Date Version 9, March 2023
Approved Board of Trustees March 2023
Change Record•••March 2020: Foot note clarifying chartered members are voting members
removed. CEO and Director General Language Clarified. Para 4.1 Governance –‘when outside policy limits’ added to approval of membership fees.
December 2020: Personal Pronouns removed.
March 2023: Update to 4.1, the constitution of the Board. Up rev to v9 to alignwith SharePoint versioning. No update other than update mentioned.

1. Context
1.1 The Chartered Quality Institute’s core purpose as defined in our Royal Charter is “tobenefit of the public, to advance education in, knowledge of, and the practice of, quality
in industry, commerce, the public service, and the voluntary sector.”
1.2 The CQI Board of Trustees (the Board) is the Institute’s primary governance body
responsible for setting strategy for the CQI in the interest of advancing its core purpose
and in the interest of its members and stakeholders, and for the CQI’s compliance withstatute and regulation.
1.3 The Board is supported by committees of the Board as described in the CQIFramework for the Management of Corporate Governance. The Executive Team provide
input to Board meetings as determined by the Chief Executive. Members of the Executive
Team are non-voting contributors to this committee.
Reference Documents:· CQI Royal Charter· CQI Framework for the Management of Corporate Governance· CQI Framework for the Management of Risk
1 Purpose and Scope
1.1 The purpose of the Board is· To govern and control the CQI and its affairs, consistent with the requirements as laidout in the Royal Charter and consistent with relevant statute.
· To set strategy and policy and approve and monitor the efficient and effective
implementation.
· To manage the CQI’s exposure to risk.
· To be the custodian of the Royal Charter, the Bye-Laws and Regulations.
1.2 The Chief Executive, supported by the Executive team and appointed advisors, isresponsible for the delivery of the strategic plan and the operational management of theCQI.

1|Page2 Accountabilities
2.1 The Board’s accountabilities are as described in the Institute’s Charter and Bye-Laws.
2.2 The Board (its members, jointly and severally) is accountable for compliance with allrelevant statutory legal and Charity Commission requirements.
2.3 The Board is accountable to the members* of the institute via the Annual Report andAnnual General Meeting.
*Reference to voting members refers to those members of the Institute who are entitledto vote, namely Members and Fellows.
3 Duties
3.1 The duties of the Board are as follows:
Leadership and Context· Monitor trends and changes in the external environment to inform the CQI strategy andplans.
· Approve CQI strategy and plans.
· Approve operating plans and budgets in line with purpose, strategy and reserves policy.
· Appoint and review performance of the CEO.
· Set the tone for the culture of the CQI through board behaviours.
· Review annually board and individual trustee performance in discharging its purpose,
accountabilities and duties, including these terms of reference.
Governance· Approve the governance structure of the CQI in line with purpose and strategy and incompliance with the requirements of the Charity Commission and good governancepractice, delegating authority and responsibilities to sub-committees and as required,and holding these sub-committees to account.
· Approve the CQI’s Reserves Policy.
· Approve and review the Code of Conduct policy for the Institute’s members andcertified auditors and oversee the process for handling reported misconduct of theInstitute’s members and certified auditors, handling appeals that arise from this process.
· Approve the Annual Trustees report and statutory accounts, and convene andadminister the Annual General Meeting and any extraordinary general meetings of theInstitute.
· Appoint a President of the Institute and a Chair and Honorary Treasurer to the Board.
· Approve authorities delegated to the CEO through the Authorisation Policy.
· Approve policies and guidelines for staff remuneration and benefits.
· Approve CQI membership fees when outside policy limits.
· Approve affiliations or associations with other persons or organisations.

2|PageAssurance· Review the risk landscape of the CQI and ensure that appropriate mitigations andresponses are in place in line with the Framework for the Management of Risk.
· Review financial performance and ensure the financial stability of the CQI, including themanagement of reserves and other assets.
· Review the appointment and commissioning of financial auditors ensuring they arecompetent and that they carry out an annual audit in accordance with statutory
regulations.
· Review operational management of the CQI to monitor the performance of theExecutive and through the CEO to hold the Executive to account.
· Review management and performance of professional networks (branches, regions,special interest groups and other groups).
Improvement· Approve investment spend and plans in line with the CQI strategy and monitor delivery
and benefit realisation.
4 Constitution of Board Membership
4.1 The Board shall consist of no more than ten voting members elected by the Council
and serving in accordance with the Regulations; and up to three persons co-opted by theBoard in accordance with Regulations. This can be extended to a maximum of 15 voting
members during periods of transition when newly appointed trustees are appointed toreplace those standing down.
4.2 The Chair and Honorary Treasurer are elected by the Board from amongst themembers of the Board: the Honorary Treasurer will act as the vice chair in the absenceof the Chair.
4.3 In determining the balance of membership consideration is given to the appropriate
set of competencies and behaviours to deliver the outcomes of the Board.
4.4 The Board may remove members of the Board under clause 25 of the Bye-Laws.
4.5 A member of the Board may not also be a member of Council.
5 Tenure of Board Members
5.1 Board members shall serve a maximum of three consecutive three-year terms unlessthey resign in the interim; where expiry of the three-year period does not coincide with
the Institute AGM it shall, by default, be extended until the next AGM.
5.2 Board Chair and Honorary Treasurer shall serve a maximum term of two three-yearterms in these roles or until their tenure of office expires in line with 5.1.
5.3 All resignations shall be recorded.
5.4 The use of proxies to represent Board members who are not able to attend meetings
is not permitted.

3|Page6 Meetings
6.1 Meetings shall be scheduled as required by the Executive, or as directed by the Chair
at a frequency to ensure that the business and responsibilities of the board can beproperly discharged.
6.2 The quorum shall be five of which a majority shall be voting members.
6.3 The Executive shall provide a secretary responsible for proposing and agreeing
agendas, calling meetings, distributing papers and maintaining records and formal
minutes.
6.4 Relevant papers shall be distributed with an agenda in advance of each meeting,which shall take place on agreed dates.
6.5 The Board, through the Chair, may invite anyone to attend meetings.
6.6 Meetings may take place electronically, physically or by conference call. Voting shallbe decided by a simple majority of members participating. The Chair of the meeting has
the casting vote.
7 Responsibilities of Members
7.1 Leadership: members shall provide strategic leadership in line with the CQI’spurpose, aims and values, and shall actively promote the CQI through their externalactivities.
7.2 Purpose & Aims: members shall ensure the CQI’s strategy delivers according to its
Royal Charter purpose effectively and sustainably.
7.3 Integrity: members shall act with integrity, adopting values and creating a culture
which help achieve the CQI’s purpose, declaring wherever appropriate any commercial orother interests material to discussions or decisions.
7.4 Risk: members shall act with reasonable skill and care to make sure that: decisionmaking is informed, rigorous and timely; that effective delegation, control and risk
assessment and management systems are set up and monitored; that the CQI complies
with its Royal Charter.
7.5 Teamwork: members shall work as an effective and diverse board team, using
specific skills, knowledge or experience to help the board reach sound decisions in thebest interest of the CQI, maintaining constructive relationships with all members ofBoard and the Executive, and fulfilling such other duties and assignments as may berequired from time to time by the Board.
7.6 Personal Development: members shall take part in training / development provided
for the benefit of the Board members and Board performance reviews with the aim of
improving personal and board effectiveness.
7.7 All information forming part of the proceedings of the Board shall be considered asconfidential and all members shall sign and be bound by a confidentiality agreement withthe Institute.
8 Changes to these Terms of Reference
8.1 The Board will review its terms of reference annually and agree changes to theseTerms of Reference

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