CQI Governance & Risk Committee Terms of Reference
1. Purpose and Scope
1.1

The Governance and Risk Committee (the GRC) is a sub-committee of theBoard of Trustees. On behalf of the Board the GRC:
A. Ensures the system of corporate and operational governance complies withcurrent good practice and supports the purpose and strategic intent of theCQI.
B. Ensures that the system of risk management effectively addresses threat
and opportunity in line with compliance requirements and strategic intent.

1.2

The scope of the GRC excludes that defined in the CQI Finance & Remuneration
Committee (FRC), although these committees shall work together on matterswhere required or directed by the Board.

2. Accountabilities and Communication
2.1

The Committee works in partnership with the Executive and is accountable tothe Board.

3. Duties
3.1

Governance - the GRC shall:
A. Review the compliance of the CQI’s corporate governancearrangements annually with reference to the Charity
Commission/ACEVO Charity Governance Code and lessons from theexternal environment and make recommendations for change to theboard as required.
B. Develop and maintain the CQI’s Corporate Governance Framework,with consideration to 1.1A.
C. Review the operational governance of the CQI with reference to theCQI management system annually and make recommendations forchange to the board as required with consideration of inputs including
but not limited to the following:
••
••

3.2

Stakeholder feedback
Complaints/appeals
Internal audit
External audit

Risk & Improvement - the GRC shall:
A. Review the CQI’s capability to identify and manage risk through thereview of the CQI Framework for the management of risk.
B. Review the CQI’s risk register and its progress with agreed responses
through its change portfolio and advise the board on adequacy ofprogress.

1C. Review the CQI’s Framework for Internal Assessment.
D. Review the CQI’s progress against the Charity Governance Code andadvise the board on adequacy of progress.

4. Constitution
4.1

The membership of the Committee shall be a minimum of three Trustees.

4.2

The Chair shall be approved by the Board of Trustees.

4.3

The Committee will be supported and attended by the Executive as required.

4.4

The Committee may invite other people to attend meetings.

5. Meetings
5.1

The committee will meet regularly as judged appropriate by the chair. Thechair may call an additional Committee meeting at any time.

5.2

The business of each meeting shall be determined by the Chair.

5.3

The quorum will be two members.

5.4

Meetings may take place electronically, physically or by conference call. Voting
shall be decided by a simple majority of members participating. The Chair ofthe meeting has the casting vote.

6. Responsibilities of Members
6.1

Members have a duty at all times to demonstrate attributes of integrity,honesty and openness and shall declare wherever appropriate any interests
material to discussion or decisions.

6.2

All information forming part of the proceedings of the Committee shall beconsidered as confidential unless the Chair expressly indicates otherwise andall Members and volunteers are required to abide by the CQI Code of Conduct.

6.3

The CQI will reimburse non-Executive members for reasonable expenses
incurred wholly and necessarily in carrying out the work of the Committee(Ref. Expenses Policy).

7. Changes to these Terms of Reference
7.1

2

The Committee will review its terms of reference annually and agree changes
to these Terms of Reference in consultation with the Board of Trustees.

Approver

Board of Trustees

Version and Date

Version 2 February 2023 This will up to V 45 toalign with SP versioning post migration.
Nochanges in the intermittent versions

Next Review

February 2024

Associated documents

Framework for the Management of Corporate
Governance
Framework for the Management of Risk
Framework for the Management of Improvement
Framework for Internal Assessment
Charity Governance CodeEnd3