PSAA Corporate Governance Framework – December 2021

Part 3 - The Company's business and delegated powers

  1. Part 3 describes the roles and powers reserved for the Board in relation to the activities and statutory functions of PSAA and those delegated to the Chief Executive – referred to as the Company’s delegated powers. The Board may choose to delegate to the Chief Executive specific matters that would otherwise be reserved to the Board under Part 3.
  1. The Board has delegated to the Chief Executive responsibility for the day-to-day management of the Company. Where a matter is not specifically reserved to the Board in the Scheme of Delegation (table 1 below), the Chief Executive has authority to act, in accordance with the arrangements set out in the Corporate Governance Framework, including the Company’s financial policies (Appendix 4 of this document). In addition, the Board authorises the Chief Executive to nominate an appropriate PSAA staff member to act on his/her behalf in relation to the responsibilities delegated to the Chief Executive in the Scheme of Delegation. References in these arrangements to the Chief Executive include any person to whom the Chief Executive has delegated his/her authority. Any delegation by the Chief Executive must be made in writing, must be in accordance with arrangements agreed by the Board, and must be copied to the company secretary who will maintain a register of delegations and will report to the Board on such matters periodically.
  1. In a number of places the arrangements set out in the Scheme of Delegation use a test of significance to differentiate between matters which may be dealt with by the Chief Executive or other officers, and those which must be dealt with by the Board. Initially it is for the Chief Executive, in consultation with the Chairman, to assess whether in the relevant circumstances any particular matter is significant and should be dealt with by the Board. The financial, legal, reputational or other implications for the Company should be considered. The Board has the final authority in any case as to whether or not a matter is significant for the purposes of these arrangements. The financial polices set specific requirements in relation to the Chief Executive’s responsibilities and the limits of his/her authority for delegation to appropriate PSAA staff.

Scheme of Delegation

Subject Reserved to the Board Delegated to/responsibility of the Chief Executive Delegated to the Audit Committee
Corporate governance and internal control framework Consideration and approval of the Corporate Governance Framework (annually), including Delegated Powers, Standing Orders and Financial Policies. To maintain the system of internal control and the assurance framework; to provide the Board and Audit Committee with assurance on the system’s ongoing effectiveness and appropriateness; and to advise the Board and Audit Committee as to material changes. The Chief Executive can delegate authority to other PSAA staff and will maintain a comprehensive record of delegation for the Company. Review governance framework arrangements Review the CGF annually and make recommendations to Board for approval.
Corporate strategy Consideration and approval of PSAA’s Business Plan and objectives. Preparation of PSAA’s Business Plan setting out corporate objectives Preparation of annual budgets.
Annual Report and Accounts Approval of the Annual Report and the Accounts. Preparation of the Annual Report and the Accounts for Audit Committee consideration and Board approval. Review annual accounts and consider appropriate accounting policies and arrangements for reporting company expenditure have been followed. Recommend to Board for approval.
Memorandum of Understanding Consideration and approval of the Memorandum of Understanding with MHCLG. Monitoring PSAA’s compliance with the Memorandum of Understanding and preparing a draft of any amendments for Board consideration and approval.
External audit arrangements Appointment of the Company’s external auditors. Consideration of tenders for external audit services. Monitoring of contracts for provision of external audit services. Recommend to Board appointment of external auditors Review results of external audit Monitor response to and implementation of recommendations Review external audit effectiveness
Internal audit arrangements Consideration of tenders for internal audit services. Monitoring of contracts for provision of internal audit services. Appoint the internal auditors Approve the internal audit plan Review internal audit reports Monitor implementation of recommendations Review internal audit effectiveness
Risk management Ensuring that effective arrangements are in place to provide assurance on risk management, and that the risks PSAA faces are dealt with in an appropriate manner. Setting PSAA’s risk appetite Approval of the risk management strategy Consideration of risk reports and updates of the Audit Committee. Manage risks and maintain the corporate risk register, advising the Board and Audit Committee on the status of PSAA’s risks. Develop and maintain the risk management strategy and policy. Review and challenge PSAA’s assessment and management of risk. Recommend RM strategy to Board for approval. Review corporate risk register at each meeting seeking assurances that action is being taken on risk related issues.
Corporate and financial performance management Approval of performance management arrangements and consideration of regular monitoring reports. To keep the Board informed of any significant variance from the corporate plan and budget, and of progress in achieving objectives. To report significant successes or failures and internal issues of significance, including senior appointments, structural changes and accommodation changes.
Treasury Management Approval of the treasury management policy To invest PSAA’s funds in line with the treasury management policy. To review annually PSAA’s treasury management policy and to recommend this to the Audit Committee for review and the Board for approval. Review treasury management policy annually and recommend to the Board for approval.
MTFP Approval of a financial plan Preparation of a financial plan
Budgetary control Variations to the approved budget where the variation would have a significant impact on the overall approved levels of income and expenditure. Variations to the approved budget where the variation would not have a significant impact on the overall approved levels of income and expenditure. In any event, a financial variation shall be treated as significant if it involves incurring one-off expenditure of 1% or more of PSAA’s budget, or recurring expenditure of 0.5% or more per annum.
HR issues Appointment of the Chief Executive and decisions relating to the Chief Executive’s contract terms and remuneration. Approval of the appointment of the Chief Financial Officer. Approval of the structure of the organisation. Approval of the overall staff establishment. Approval of significant changes to overall staff terms and conditions of employment. Approval of annual pay increases. The structure of the senior management team, subject to Board approval. Appointments at senior management team level and decisions on remuneration, within the agreed establishment and pay scales. All appointments and other HR issues below the level of the senior management team, within the agreed establishment and pay scales. Under guidance from the Chairman, ensuring necessary resources and facilities are available to enable Board members to develop and maintain the knowledge necessary to enable them to discharge their duties
Audit contract matters Oversight and any necessary approval of PSAA’s contracts with its appointed auditors. Approval of the fees strategy and setting the scales of fees annually. In the event of surplus funds, approval of the level of distribution of the surplus to audited bodies and the formulae to be used to do that. Approval of the audit firm for auditor appointments at audited bodies. Approval of changes to auditors’ overall terms of appointment. Consideration of significant contract delivery issues arising To report to the Board matters of significance arising from the work of appointed auditors.
Communication issues Approval of communications strategy. Approval of communication plans in respect of matters that are of public, political or reputational significance. The Board delegates clearance of press releases to the Chairman and Chief Executive. The Chief Executive and the Chairman to liaise on the sign-off of all press releases and public statements.
Company administration The cycle of Board meetings, the composition of Board agendas and approval of minutes of Board meetings. Ensuring the Board can function properly through appropriate support arrangements, working with the company secretary. Making recommendations for the cycle of Board meetings, and for the composition of agendas for meetings. Preparing draft minutes and maintaining efficient overall arrangements for the administration of PSAA.
Litigation Approval of decisions on litigation. Informing the Board about litigation or potential litigation, working with the company secretary.
Company pension scheme Approval of the Company’s arrangements for staff pensions. Approval of the rate of employer and employee contributions into the scheme. The Chief Executive shall make appropriate arrangements in line with Board decisions.
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