Principle 5

Terms of reference

Terms of reference are used to set out the parameters within which the authority is delegated to sub Terms of reference set out the parameters within which authority is delegated to sub committees, standing groups, advisory panels etc and specify how the group is accountable.

They should always be produced in writing and made available to all members of both the Management Committee/Board and the relevant sub committee. Terms of Reference should be reviewed at least annually by the Management Committee/Board.

Delegating to sub-committees

Sub-committees are set up so that a small group of management committee members (and sometimes co-opted experts) may focus in detail on a particular issue. This allows the management committee to ensure that sufficient attention is being paid to the detail of specific issues without one topic dominating the committee agenda at every meeting. An example of this may be a sub-committee dealing with finance and personnel, fundraising or a specific project such as a new building or a merger.

The main committee is responsible for all decisions taken by the sub-committee so members should satisfy themselves that the process for monitoring progress is sound. As with any delegation it is also essential that the membership of the sub-committee are people with relevant expertise and that they are given sufficient information about the role and appropriate support in carrying out their duties.

The governing document of an organisation should always be consulted in relation to sub-committees.  Confirm whether there are any barriers in relation to setting them up or limits to their operation.

Each sub-committee should have clear terms of reference agreed by the committee and regularly reviewed. Terms of reference are written guidelines that clarify the role, purpose and responsibilities given to a committee. A reporting mechanism should be put in place so that the main committee can be kept up to date with progress, consider proposals from the sub-committee and ratify any decisions taken by the sub-committee within its terms of reference.

How to draft terms of reference

For sample terms of reference for a finance sub-committee click here.

First check your organisation's governing document to see what it says about the roles of sub committees.

Now consider the following areas, as they apply to your sub-committee. This can provide the structure for your written Terms of Reference:

Name of group? e.g. Finance Sub-Committee; Fundraising Sub-Committee etc
Membership and appointment Who can be a member (e.g. committee members, staff, co-opted members etc)? How and when are they appointed? What is the duration of the appointment?
Chairing If it is the role of a member of the Management Committee/Board to act as a chair for a particular sub committee then that should be detailed in the role description for that position. For example, the Treasurer is usually the chair of the Finance Sub Committee and so this duty should form part of the role description for the Treasurer.
Frequency of meetings and quorum How often will the sub-committee meet? How many votes are required to carry a motion?
Record of meetings How will minutes be recorded? Who will be responsible for taking these?
Reporting mechanism How will they report to the Management Committee/Board? Oral or written reports? By whom? How frequently?
Functions & delegated authority Specify the role and purpose of the sub-committee. Specify limits to their authority i.e. are they advisory only? Specify when they can make decisions or take action without the specific approval of the Management Committee.