West Somerset Railway

Director Profiles

Director: Governance

ACCOUNTABLE TO: PLC BOARD VIA THE CHAIRMAN

ROLE AND RESPONSIBILITIES SUMMARY

The Director, Governance will be accountable to the Board of the PLC via the Chairman. Working closely with the management team and other Directors, the individual concerned will take particular Board level leadership and responsibility for ensuring that the Company develops and then works to the principles and practice of good governance. The portfolio holder will fulfil the responsibilities of Company Secretary in relation to the statutory obligations of the PLC. The person appointed must work with the Chairman, Vice Chairman, and other Directors to ensure that all the responsibilities, requirements, and obligations of PLC are identified and delivered through the Board and the management team.

This is a voluntary role undertaken initially in a hybrid management role and then subsequently in a non-executive capacity within the new corporate structure being designed and implemented across the PLC and is in addition to the corporate board responsibilities of a PLC Director.

SPECIFIC RESPONSIBILITIES
  1. Corporate Governance.
    1. To be responsible at Board level for providing the Board and management team with the material to understand the legal and regulatory requirements of the business. This includes the need to maintain public liability insurance and any special requirements of the organization's authorizing legislation.
    2. To work with the Finance Director, Director Safety and other Board and management team members to establish, develop the corporate Risk Register. To manage the Register and to ensure that the risks identified are probably communicated and considered within the Board and the management team and that actions and changes are both recorded and taken.
    3. To maintain the PLC Board Register of Members Interests and to ensure that this is periodically updated.
    4. To take lead responsibility [working with other Directors as required] for the developmentof relevant policies and procedures that support and sustain the governance requirements of the PLC. To be a member of and work with, the Policies and Procedures Committee on the integration, approval and dissemination processes required for implementation and review. To be a member of the Forward Planning Group and other committees as required.
    5. To develop a governance framework for the PLC Board and to secure agreement and implementation of the framework.
    6. To provide advice and guidance to the Chairman and Directors in relation to any legal, statutory or regulatory change that impacts on the corporate governance and responsibilities of the Board individually or collectively and/or the Company as a business.
    7. To be the designated Director with responsibility for the PLC Memorandum and Articles and their application/updating as required.
  2. Corporate Management
    1. To be responsible for the production of the agenda and dissemination of papers for Board and Operational Executive Committee meetings. To oversee the work of the responsible Minute Taker and that minutes and action logs are completed and distributed in a timely manner to the agreed format.
    2. To support the Chairman and Vice Chairman in a number of areas of corporate business including commercial negotiations with external bodies.
    3. To be responsible for the organization and running of the PLC Annual General Meeting, producing the agenda and papers, ensuring circulation to the appropriate timetable in line with company requirements, for taking the minutes and ensuring dissemination.
    4. To be responsible for the organization and running of the Board Stakeholder Meetings, ensuring that the agenda and papers are produced, ensuring circulation to the appropriate timetable in line with Board requirements, for taking the minutes and ensuring dissemination.
    5. To be a member of the Audit Committee and the Policies and Procedures Committee.
  3. Corporate Programmes
    1. To work with the Director, Strategy, Planning and Partnerships, Chairman, Vice Chairman and on the development and implementation of the corporate restructuring programme. To support securing Board approval for the respective phases of delivery in accordance with the agreed implementation plan.
    2. To be a member of the Audit and Corporate Risk Committee and the Policies Committee.
  4. Corporate Responsibilities
    As a member of the Board, the Chairman will be expected to fulfil the statutory duties of a PLC Director which include:
    1. To ensure that WSR PLC complies with its governing document, company law and any other relevant legislation or regulations.
    2. To ensure that WSR PLC pursues its objects as defined in its governing document.
    3. To ensure WSR PLC uses its resources exclusively in pursuance of its objects: the company must not spend money on activities which are not included in its own objects or corporate plan, no matter how worthwhile those activities are.
    4. To contribute actively to the Board's role in giving firm strategic direction to WSR PLC, setting overall policy, defining goals and setting targets and evaluating performance against agreed targets.
    5. To safeguard the good name and values of WSR PLC.
    6. To ensure the effective and efficient administration of WSR PLC.
    7. To ensure the financial stability of WSR PLC.
    8. To protect and manage the property of the company and to ensure the proper investment of the company's funds.
Back to Profiles