TERMS OF REFERENCE.

1. Establishment and Composition of the Council

There shall be a body established in terms of Regulation 1.1 of the Namibia Training Authority’s registration requirements called Governance Council. The body shall consist of 8 carefully selected members with relevant of skills and expertise, whose function is to provide strategic advice to the executive management of the institution. The council shall consist of Head of the institution, and One (1) other member of the Executive Management, A representative from the trainees body, the chairperson, Vice chairperson, Three (3) other members as appointed by the shareholder(s).

2. Appointment of Members

The members of the Governance Council are appointed by the shareholder(s) to represent the interests of the business.

3.   Functions of the Council

The Governance Council shall exist to offer strategic advice to the executive management of the institution in ensuring attainment of the set strategic objectives among others;

•   Developing an understanding of the business, market and industry trends

• Provide “wise counsel” on issues pertaining to the operations of the institution

•  Encourage and support the exploration of new ideas on institutional development.

• Approve the institution’s budget and financial report.

•  Act as a resource tool for Executive of the institution.

•  Development of a policy framework that enables smooth operations and sustainable growth of the institution.

• Advise and recommend potential local and international partner institutions for possible synergies.

• Monitor institutional strategic performance and growth

• Create relevant key Strategic Executive positions within the institution and appoint key         persons thereof.

• Approve and endorse specific financial transactions as may deem necessary.

• Approve the institution’s strategic business plan and monitors its implementation.

4. Powers of the Council.

The council shall have the powers to:

1) Amend or revoke policy decisions and resolutions passed by the executive management, which it may deem necessary.

2) Approve the Strategic Business Plan, Quality Management System and the Annual budget of the institution.

3) Develop the job description of the Executive Director, Management Executives and Campus Directors of the institution and their conditions of employment.

4) Appoint the Audit and Disciplinary commission.

5) Establish any other ad hoc committee to perform functions on its behalf as it may deem necessary.

6) Discipline and or expel any non-executive member of the council on the grounds of serious misconduct, incompetency and lack of commitment to perform duties as required and such powers be delegated to the Chairperson of the Council.

7) Amend the Terms of Reference, institutional rules and regulations as may be recommended by the Executive Management of the institution.

5.    Term of Office of Members.

The Non-Executive members of the Governance Council shall serve for the term of Two (2) consecutive years, subject to the satisfaction of the shareholder(s). Any member who wishes to tender his/her resignation shall do so in writing to the council on a 30 days notice.

6.    Meetings of the Council

The Council shall convene 4 times a year, subject to the workplan as determined by the Executive Director, to discuss the issues pertaining to the operations and growth of the institution. The Chairperson or Vice Chairperson in absence of the Chairperson shall preside over the meetings of the council, and shall convene the meetings and or ad hoc meetings of the council, in consultation with the Executive Director. The Institution shall appoint a trusted Council Secretary, who is a staff member to carry out administrative functions of the council during the proceedings of its meetings and shall be fairly compensated on a rate determined by the institution.

7.    Agenda, Minutes, Documentation

The Chairperson, in consultation with the Executive Director shall prepare the draft agenda for endorsement by the council. The minutes of the previous meetings shall be shared with council members well in advance, 30 days prior to the date of the next meeting. Council resolutions shall be shared with the executive management through the executive director’s office, on the following business day. Council members shall have full access to council documents as they may request at any given time.

8.    Communications of the Council

Every Official communication correspondence that relates to council shall be directed to the Chairperson, and shared through the electronic mail address that the institution designates to every council member. Every council member who wishes to share any related official information may do so through the electronic mail provided, or on any other convenient method that council may deem fit and effective, or through the secretary.

9.    Compensation

Non-Executive Members of the Council shall be compensated a Sitting Allowance as determined and recommended by the executive management of the institution, on every sitting. Such allowance shall be paid upon receipt of an invoice, by the institution. Travel and Accommodation arrangements shall be facilitated by the institution, for members travelling from destinations outside of the meeting location as may be determined by the institution. Council may receive an Annual Bonus subject to the financial performance and position of the institution as may be determined by the Executive Director.

10. Dissolution

In conflict resolutions, Subject to the satisfaction of the shareholder(s), the council may be dissolved on conditions of serious misconduct, lack of trust or non-performance thereof.

11. Veto Powers:

In events of deadlocks, the veto power on council decisions shall be vested on the Chairperson.